<PAGE>
                                                                     EXHIBIT 4.8

                               BANCORPSOUTH, INC.

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE

              FORM OF JUNIOR SUBORDINATED DEBT SECURITIES INDENTURE

                            DATED AS OF [       ]

<PAGE>

                               BANCORPSOUTH, INC.

         Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of [                ].

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                  Indenture Section
---------------------------                                                  -----------------
<S>                                                                          <C>
ss.310(a)(1), (2) and (5)                                                      6.09
ss.310(a)(3)                                                                   Not Applicable
ss.310(a)(4)                                                                   Not Applicable
ss.310(b)                                                                      6.08, 6.10
ss.310(c)                                                                      Not Applicable
ss.311(a)                                                                      6.13
ss.311(b)                                                                      6.13
ss.312(a)                                                                      7.01, 7.02(a)
ss.312(b)                                                                      7.02(b)
ss.312(c)                                                                      7.02(c)
ss.313(a)                                                                      7.03(a)
ss.313(b)                                                                      7.03(b)
ss.313(c)                                                                      7.03(a), 7.03(b)
ss.313(d)                                                                      7.03(c)
ss.314(a)(1), (2) and (3)                                                      7.04
ss.314(a)(4)                                                                   10.04
ss.314(b)                                                                      Not Applicable
ss.314(c)(1)                                                                   1.02
ss.314(c)(2)                                                                   1.02
ss.314(c)(3)                                                                   Not Applicable
ss.314(d)                                                                      Not Applicable
ss.314(e)                                                                      1.02
ss.314(f)                                                                      Not Applicable
ss.315(a)                                                                      6.01(a)
ss.315(b)                                                                      6.02, 7.03(a)
ss.315(c)                                                                      6.01(b)
ss.315(d)                                                                      6.01(c)
ss.315(d)(1)                                                                   6.01(c)(1)
ss.315(d)(2)                                                                   6.01(c)(2)
ss.315(d)(3)                                                                   6.01(c)(3)
ss.315(e)                                                                      5.14
ss.316(a)                                                                      1.01
ss.316(a)(1)(A)                                                                5.12
ss.316(a)(1)(B)                                                                5.13
ss.316(a)(2)                                                                   Not Applicable
ss.316(b)                                                                      5.08
ss.316(c)                                                                      1.04(f)
ss.317(a)(1)                                                                   5.03
</TABLE>


                                        i

<PAGE>

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                  Indenture Section
---------------------------                                                  -----------------
<S>                                                                          <C>
ss. 317(a)(2)                                                                   5.04
ss. 317(b)                                                                      10.03
ss. 318(a)                                                                      1.07
</TABLE>

---------------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Junior Subordinated Indenture.


                                       ii

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                 <C>                                                                             <C>
ARTICLE I                           Definitions and Other Provisions of General Application.......................    1

         SECTION 1.01.              Definitions...................................................................    1

         SECTION 1.02.              Compliance Certificate and Opinions...........................................    9

         SECTION 1.03.              Forms of Documents Delivered to Trustee......................................    10

         SECTION 1.04.              Acts of Holders..............................................................    11

         SECTION 1.05.              Notices, Etc. to Trustee and Company.........................................    12

         SECTION 1.06.              Notice to Holders; Waiver....................................................    12

         SECTION 1.07.              Conflict with Trust Indenture Act............................................    12

         SECTION 1.08.              Effect of Headings and Table of Contents.....................................    12

         SECTION 1.09.              Successors and Assigns.......................................................    12

         SECTION 1.10.              Separability Clause..........................................................    12

         SECTION 1.11.              Benefits of Indenture........................................................    13

         SECTION 1.12.              Governing Law................................................................    13

         SECTION 1.13.              Non-Business Days............................................................    13

ARTICLE II                          Security Forms...............................................................    13

         SECTION 2.01.              Forms Generally..............................................................    13

         SECTION 2.02.              Form of Face of Security.....................................................    14

         SECTION 2.03.              Form of Reverse of Security..................................................    17

         SECTION 2.04.              Additional Provisions Required in Global Security............................    20

         SECTION 2.05.              Form of Trustee's Certificate of Authentication..............................    21

ARTICLE III                         The Securities...............................................................    21

         SECTION 3.01.              Title and Terms..............................................................    21

         SECTION 3.02.              Denominations................................................................    23

         SECTION 3.03.              Execution, Authentication, Delivery and Dating...............................    23

         SECTION 3.04.              Temporary Securities.........................................................    25

         SECTION 3.05.              Global Securities............................................................    25

         SECTION 3.06.              Registration, Transfer and Exchange Generally; Certain Transfer
                                    and Exchanges................................................................    26

         SECTION 3.08.              Payment of Interest; Interest Rights Preserved...............................    29

         SECTION 3.09.              Persons Deemed Owners........................................................    30

         SECTION 3.10.              Cancellation.................................................................    31
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                 <C>                                                                              <C>
         SECTION 3.11.              Computation of Interest......................................................    31

         SECTION 3.12.              Deferrals of Interest Payment Dates..........................................    31

         SECTION 3.13.              Agreed Tax Treatment.........................................................    32

         SECTION 3.14.              CUSIP Numbers................................................................    32

ARTICLE IV                          Satisfaction and Discharge...................................................    32

         SECTION 4.01.              Satisfaction and Discharge of Indenture......................................    32

         SECTION 4.02.              Application of Trust Money...................................................    33

ARTICLE V                           Remedies.....................................................................    34

         SECTION 5.01.              Events of Default............................................................    34

         SECTION 5.02.              Acceleration of Maturity; Rescission and Annulment...........................    35

         SECTION 5.03.              Collection of Indebtedness and Suits for Enforcement by Trustee..............    37

         SECTION 5.04.              Trustee May File Proofs of Claim.............................................    37

         SECTION 5.05.              Trustee May Enforce Claim Without Possession of Securities...................    38

         SECTION 5.06.              Application of Money Collected...............................................    38

         SECTION 5.08.              Unconditional Right of Holders to Receive Principal, Premium and Interest;
                                    Control by Holders...........................................................    39

         SECTION 5.09.              Restoration of Rights and Remedies...........................................    40

         SECTION 5.10.              Rights and Remedies Cumulative...............................................    40

         SECTION 5.11.              Delay or Omission Not Waiver.................................................    41

         SECTION 5.12.              Control by Holders...........................................................    41

         SECTION 5.13.              Waiver of Past Defaults......................................................    42

         SECTION 5.14.              Undertaking for Costs........................................................    42

         SECTION 5.15.              Waiver of Usury, Stay or Extension Laws......................................    42

ARTICLE VI                          The Trustee..................................................................    42

         SECTION 6.01.              Certain Duties and Responsibilities..........................................    42

         SECTION 6.02.              Notice of Defaults...........................................................    43

         SECTION 6.03.              Certain Rights of Trustee....................................................    44

         SECTION 6.04.              Not Responsible for Recitals or Issuance of Securities.......................    45

         SECTION 6.05.              May Hold Securities..........................................................    45

         SECTION 6.06.              Money Held in Trust..........................................................    45

         SECTION 6.07.              Compensation and Reimbursement...............................................    45

         SECTION 6.08.              Disqualification; Conflicting Interests......................................    46
</TABLE>


                                       iv

<PAGE>

<TABLE>
<S>                                 <C>                                                                              <C>
         SECTION 6.09.              Corporate Trustee Required, Eligibility......................................    46

         SECTION 6.10.              Resignation and Removal; Appointment of Successor............................    47

         SECTION 6.11.              Acceptance of Appointment by Successor.......................................    48

         SECTION 6.12.              Merger, Conversion, Consolidation or Succession to Business..................    49

         SECTION 6.13.              Preferential Collection of Claims Against Company............................    49

         SECTION 6.14.              Appointment of Authenticating Agent..........................................    49

         SECTION 6.15.              Trustee's Rights and Obligations After Qualification of Indenture............    51

ARTICLE VII                         Holder's Lists and Reports by Trustee and Company............................    51

         SECTION 7.01.              Company to Furnish Trustee Names and Addresses of Holders....................    51

         SECTION 7.02.              Preservation of Information, Communications to Holders.......................    51

         SECTION 7.03.              Reports by Trustee...........................................................    52

         SECTION 7.04.              Reports by Company...........................................................    52

ARTICLE VIII                        Consolidation, Merger, Conveyance, Transfer or Lease.........................    52

         SECTION 8.01.              Company May Consolidate, etc., Only on Certain Terms.........................    52

         SECTION 8.02.              Successor Corporation Substituted............................................    53

ARTICLE IX                          Supplemental Indentures......................................................    54

         SECTION 9.01.              Supplemental Indentures without Consent of Holders...........................    54

         SECTION 9.02.              Supplemental Indentures with Consent of Holders..............................    55

         SECTION 9.03.              Execution of Supplemental Indentures.........................................    56

         SECTION 9.04.              Effect of Supplemental Indentures............................................    56

         SECTION 9.05.              Conformity with Trust Indenture Act..........................................    56

         SECTION 9.06.              Reference in Securities to Supplemental Indentures...........................    56

ARTICLE X                           Covenants....................................................................    57

         SECTION 10.01.             Payment of Principal, Premium and Interest...................................    57

         SECTION 10.02.             Maintenance of Office or Agency..............................................    57

         SECTION 10.03.             Money for Security Payments to be Held in Trust..............................    57

         SECTION 10.04.             Statement as to Compliance...................................................    58

         SECTION 10.05.             Waiver of Certain Covenants..................................................    59

         SECTION 10.06.             Payment of the Trust's Costs and Expenses....................................    59

         SECTION 10.07.             Additional Covenants.........................................................    59

         SECTION 10.08.             Information Returns..........................................................    60
</TABLE>


                                       v

<PAGE>

<TABLE>
<S>                                 <C>                                                                              <C>
ARTICLE XI                          Redemption or Prepayment of Securities.......................................    60

         SECTION 11.01.             Applicability of This Article................................................    60

         SECTION 11.02.             Election To Redeem; Notice to Trustee........................................    61

         SECTION 11.03.             Selection of Securities to be Redeemed.......................................    61

         SECTION 11.04.             Notice of Redemption.........................................................    61

         SECTION 11.05.             Deposit of Redemption Price..................................................    62

         SECTION 11.06.             Payment of Securities Called for Redemption..................................    62

         SECTION 11.07.             Company's Right of Redemption................................................    63

         SECTION 11.08.             Redemption Suspended During Event of Default.................................    63

ARTICLE XII                         Intentionally Omitted........................................................    63

ARTICLE XIII                        Sinking Funds................................................................    64

         SECTION 13.01.             Applicability of Article.....................................................    64

         SECTION 13.02.             Satisfaction of Sinking Fund Payments with Securities........................    64

         SECTION 13.03.             Redemption of Securities for Sinking Fund....................................    64

ARTICLE XIV                         Subordination of Securities..................................................    66

         SECTION 14.01.             Securities Subordinate to Senior Debt........................................    66

         SECTION 14.02.             Payment Over of Proceeds Upon Dissolution, etc. .............................    66

         SECTION 14.03.             Prior Payment to Senior Debt Upon Acceleration of Securities.................    67

         SECTION 14.04.             No Payment When Senior Debt in Default.......................................    68

         SECTION 14.05.             Payment Permitted If No Default..............................................    68

         SECTION 14.06.             Subrogation to Rights of Holders of Senior Debt..............................    69

         SECTION 14.07.             Provisions Solely to Define Relative Rights..................................    69

         SECTION 14.08.             Trustee to Effectuate Subordination..........................................    69

         SECTION 14.09.             No Waiver of Subordination Provisions........................................    69

         SECTION 14.10.             Notice to Trustee............................................................    70

         SECTION 14.11.             Reliance on Judicial Order or Certificate of Liquidating Agent...............    70

         SECTION 14.12.             Trustee Not Fiduciary for Holders of Senior Debt.............................    70

         SECTION 14.13.             Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.    70

         SECTION 14.14.             Article Applicable to Paying Agents..........................................    71

         SECTION 14.15.             Certain Conversions or Exchanges Deemed Payment..............................    71
</TABLE>


                                       vi

<PAGE>

              FORM OF JUNIOR SUBORDINATED DEBT SECURITIES INDENTURE

         This JUNIOR SUBORDINATED INDENTURE, dated as of [ ], between
BANCORPSOUTH, INC., a bank holding company established under the laws of
Mississippi (hereinafter called the "Company") having its principal office at
One Mississippi Plaza, Tupelo, Mississippi 38801, and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from the
issuance from time to time by one or more business trusts (each a "BancorpSouth
Capital Trust" and, collectively, the "BancorpSouth Capital Trusts") of
preferred trust interests in such BancorpSouth Capital Trusts (the "Capital
Securities") and common interests in such BancorpSouth Capital Trusts (the
"Common Securities" and, collectively with the Capital Securities, the "Trust
Securities"), and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered.

         NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01.    Definitions.    For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1)      The terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular.

                  (2)      All other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein.

                  (3)      All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
with respect to any computation required or permitted hereunder shall mean such
accounting principles which are generally accepted at the date or time of such
computation; provided, that when two or more principles are so generally
accepted, it shall mean that set of principles consistent with those in use by
the Company.


                                       1

<PAGE>

                  (4)      The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in any Officers' Certificate
delivered pursuant to Section 3.01 of the Indenture.

         "Additional Sums" has the meaning specified in Section 10.06.

         "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
Company shall not be deemed to include any BancorpSouth Capital Trust to which
Securities have been issued. 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.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Amended and Restated Declaration of Trust" for each series of
Securities has the meaning specified in the Officers' Certificate for such
series delivered pursuant to Section 3.01 of this Indenture.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "BancorpSouth Guarantee" means the guarantee by the Company of the
distributions on the Trust Securities of a BancorpSouth Capital Trust to the
extent of the Guarantee Agreement.

         "BancorpSouth Capital Trust" has the meaning specified in the first
recital of this Indenture.

         "Board of Directors" means either the board of directors of the Company
or any committee of that board duly authorized to act hereunder.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of the Company to which authority to act on behalf of the Board of Directors has
been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


                                       2

<PAGE>

         "Business Day" means any day other than (i) a Saturday or Sunday, (ii)
a day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series issued to a BancorpSouth Capital Trust, the principal office of the
Property Trustee under the related Trust Agreement, is closed for business.

         "Capital Securities" has the meaning specified in the first recital of
this Indenture.

         "Capital Treatment Event" means the reasonable determination by the
Company that, as a result of the occurrence of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement, action or decision
is announced on or after the date of issuance of the Capital Securities under
the Declaration of Trust, there is more than an insubstantial risk that the
Company will not be entitled to treat an amount equal to the liquidation amount
of the Capital Securities as "Tier I Capital" (or the then equivalent thereof)
for purposes of the capital adequacy guidelines of the Federal Reserve, as then
in effect and applicable to the Company.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time under the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

         "Common Securities" has the meaning specified in the first recital of
this Indenture.

         "Common Stock" means the common stock, $2.50 par value, of the Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman, Chief
Executive Officer, President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office as of the date of this Indenture is located at [Four Albany Street,
New York, New York 10006, Attention: Corporate Trust and Agency Group--Corporate
Market Services].

         "Corporation" includes a corporation, association, company, joint-stock
company or business trust.


                                       3

<PAGE>

         "Declaration of Trust" for each series of Securities has the meaning
specified in the Officers' Certificate for such series delivered pursuant to
Section 3.01 of this Indenture.

         "Debt" means (i) the principal of and premium, if any, and unpaid
interest on indebtedness for money borrowed, (ii) purchase money and similar
obligations, (iii) obligations under capital leases, (iv) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, such indebtedness
of others, (v) renewals, extensions and refunding of any such indebtedness, (vi)
interest or obligations in respect of any such indebtedness accruing after the
commencement of any insolvency or bankruptcy proceedings and (vii) obligations
associated with derivative products such as interest rate and currency exchange
contracts, foreign exchange contracts, commodity contracts and similar
arrangements; provided, however, that Debt shall not include trade accounts
payable or accrued liabilities in the ordinary course of business.

         "Defaulted Interest" has the meaning specified in Section 3.08.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 with respect to such series (or any successor thereto (a "Successor
Depositary")).

         "Discount Security" means any security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02.

         "Dollar" means the currency of the United States of America that, as at
the time of payment, is legal tender for the payment of public and private
debts.

         "DTC" means The Depository Trust Company.

         "Event of Default", unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in
Article V.

         "Extension Period" has the meaning specified in Section 3.12.

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

         "Foreign Currency" means any currency issued by the government of one
or more countries other than the United States of America or by any recognized
confederation or association of such governments.

         "Global Security" means a Security in the form prescribed in Section
2.04 evidencing all or part of a series of Securities, issued to the Depositary
of its nominee for such series, and registered in the name of such Depositary or
its nominee.

         "Guarantee Agreement" for each series of Securities has the meaning
specified in the Officers' Certificate for such series delivered pursuant to
Section 3.01 of this Indenture.


                                       4

<PAGE>

         "Holder" means a Person in whose name a Security is registered in the
Securities Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 3.01.

         "Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

         "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being the rate of interest payable on such
Security.

         "Investment Company Event" means the receipt by the Company of an
opinion of counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a change (including any
announced prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the affected
BancorpSouth Capital Trust is or will be considered an "investment company" that
is required to be registered under the 1940 Act, which change or prospective
change becomes effective or would become effective, as the case may be, on or
after the date of original issuance of the Capital Securities of such affected
BancorpSouth Capital Trust.

         "Junior Subordinated Payment" has the meaning specified in
Section 14.02.

         "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

         "Liquidation Amount" has the meaning specified in Section 1.01 of the
Trust Agreement.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether as the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "1940 Act" means the Investment Company Act of 1940.

         "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President, or Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Chief Financial
Officer, the Secretary or any Assistant Secretary of the Company, and delivered
to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

         "Optional Prepayment Price" shall have a meaning specified in
Section 2.03.

         "Original Issue Date" means the date of issuance specified as such in
each Security.


                                       5

<PAGE>

         "Other Debentures" means, with respect to any series of Securities, all
junior subordinated debt securities to be issued by the Company pursuant to this
Indenture, other than such series of Securities, with substantially similar
subordination terms, and which will be issued and sold (if at all) to any
BancorpSouth Capital Trust established by the Company (if any), and will be
unsecured and subordinate and junior in right of payment to the extent and to
the manner set forth in this Indenture to all Senior Debt of the Company.

         "Other Guarantees" means, with respect to any series of Securities, all
guarantees (if any) to be issued by the Company with respect to Capital
Securities (if any) to be issued by any BancorpSouth Capital Trust to be
established by the Company (if any), other than the guarantee related to such
series of Securities.

         "Outstanding" means, when used in reference to any Securities, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i)      Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii)     Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent in trust for the Holders of such Securities; and

                  (iii)    Securities in substitution for or in lieu of which
         other Securities have been authenticated and delivered or which have
         been paid pursuant to Section 3.07, unless proof satisfactory to the
         Trustee is presented that any such Securities are held by Holders in
         whose hands such Securities are valid, binding and legal obligations of
         the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer actually knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. Upon the
written request of the Trustee, the Company shall furnish the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Company to be owned or held by or for the account of the Company, or any
other obligor on the Securities or any Affiliate of the Company or such obligor,
and, subject to the provisions of Section 6.01, the Trustee shall be entitled to
accept such Officers' Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are Outstanding
for the purpose of any such determination.


                                       6

<PAGE>

         "Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of (or premium, if any) or interest on any
Securities on behalf of the Company.

         "Person" means any individual, Corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization or government or
any agency or political subdivision thereof.

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to Sections 3.01 and 3.08.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Proceeding" has the meaning specified in Section 14.02.

         "Property Trustee" means, in respect of any BancorpSouth Capital Trust,
the commercial bank or trust company identified as the "Property Trustee" in the
related Trust Agreement, solely in its capacity as Property Trustee of such
BancorpSouth Capital Trust under each Trust Agreement and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as therein provided.

         "Redemption Date", when used with respect to any Security of a series
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.01 with respect to Securities of a series, the date which
is the Business Day next preceding such Interest Payment Date.

         "Regulatory Authorities" means the Federal Reserve or any other state
or federal regulatory agency having jurisdiction over the Company.

         "Remaining Life" has the meaning specified in Section 2.03.

         "Responsible Officer", when used with respect to the 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 Indenture, 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.

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Act" means the Securities Act of 1933.


                                       7

<PAGE>

         "Securities Certificate" means a certificate evidencing ownership of
Securities.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.06.

         "Senior Debt" with respect to any series of Securities means the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not such claim for
post-petition interest is allowed in such proceeding), on Debt of the Company,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Securities or the Other Debentures;
provided, however, that Senior Debt shall not be deemed to include (a) any Debt
of the Company which, when incurred and without respect to any election under
Section 1111(b) of the U.S. Bankruptcy Code of 1978, as amended, was without
recourse to the Company; (b) any Debt of the Company to any of its Subsidiaries;
(c) Debt to any employee of the Company; (d) Debt which by its terms is
subordinated to trade accounts payable or accrued liabilities arising in the
ordinary course of business to the extent that payments made to the holders of
such Debt by the Holders as a result of the subordination provisions of this
Indenture would be greater than such payments otherwise would have been as a
result of any obligation of such holders of such Debt to pay amounts over to the
obligees on such trade accounts payable or accrued liabilities arising in the
ordinary course of business as a result of the subordination provisions to which
such Debt is subject; and (e) any other debt securities issued pursuant to this
Indenture.

         "Special Event" has the meaning specified in Section 11.07.

         "Special Event Prepayment Price" has the meaning specified in
Section 2.03.

         "Special Record Date" for the payment of any Defaulted interest means a
date fixed by the Trustee pursuant to Section 3.08.

         "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Security as the date on which the principal of
such Security or such installment of interest is due and payable, in the case of
such principal, as such date may be shortened or extended as provided pursuant
to the terms of such Security and this Indenture.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered


                                       8

<PAGE>

under Section 3.07 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

         "Tax Event" means the receipt by the Company of an opinion of
independent counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in, the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
Original Issue Date of the applicable series of Securities or of the applicable
Capital Securities issued by the affected BancorpSouth Capital Trust, there is
more than an insubstantial risk that (i) such BancorpSouth Capital Trust is, or
will be within 90 days of the date of such opinion of independent counsel,
subject to United States federal income tax with respect to income received or
accrued on such Securities or subject to more than de minimus amount of other
taxes, duties or other governmental charges as determined by such counsel, or
(ii) interest payable by the Company on such series of Securities is not, or
within 90 days of the date of such opinion of independent counsel, will not be,
deductible by the Company, in whole or in part, for United States federal income
tax purposes.

         "Trust Agreement" with respect to each series of Securities means the
Declaration of Trust with respect to such series, as amended by the Amended and
Restated Declaration of Trust with respect to such series.

         "Trust Securities" has the meaning specified in the first recital of
this Indenture.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder and,
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb), as amended and as in effect on the date of this Indenture,
except as provided in Sections 1.07 and 9.05.

         "Trust Securities" has the meaning specified in the first recital of
this Indenture.

         "Vice President", when used with respect to the Company, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

         SECTION 1.02.   Compliance Certificate and Opinions.   Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent (including covenants
compliance with which constitutes a condition precedent), if any, provided for
in this Indenture relating to the proposed action have been


                                       9

<PAGE>

complied with and an Opinion of Counsel stating that in the opinion of such
counsel that all legal matters contained within such conditions precedent
(including covenants compliance with which constitute a condition precedent), if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided regarding conditions or covenants waived by the Holders
pursuant to Section 10.05) shall include:

                  (1)      a statement that each individual signing such
         certificate or opinion has read such covenant or condition and the
         definitions herein relating thereto;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3)      a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

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

         SECTION 1.03.   Forms of Documents Delivered to Trustee.   In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representation
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


                                       10

<PAGE>

         SECTION 1.04.     Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
to or taken by Holders, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
is or are delivered to the Trustee, and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a Person acting in other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

                  (c)      The fact and date of the execution by any Person of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient
and in accordance with such reasonable rules as the Trustee may determine.

                  (d)      The ownership of Securities shall be proved by the
Securities Register.

                  (e)      Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued
upon the transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

                  (f)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to take any
action under this Indenture by vote or consent. Except as otherwise provided
herein, such record date shall be the later of 30 days prior to the first
solicitation of such consent or vote or the date of the most recent list of
Holders furnished to the Trustee pursuant to Section 7.01 prior to such
solicitation. If a record date is fixed, those persons who were Holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date, provided, however, that unless such vote or consent is obtained
from the Holders (or their duly designated proxies) of the requisite principal
amount of Outstanding Securities prior to the date which is the 120th day after


                                       11

<PAGE>

such record date, any such vote or consent previously given shall automatically
and without further action by any Holder be cancelled and of no further effect.

         SECTION 1.05.   Notices, Etc. to Trustee and Company.   Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

                  (1)      the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, or

                  (2)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose (except as otherwise provided in Section 5.01
hereof) hereunder if in writing and mailed, first class, postage prepaid, to the
Company addressed to it at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company.

         SECTION 1.06.   Notice to Holders; Waiver.   Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Securities Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         SECTION 1.07.   Conflict with Trust Indenture Act.   If any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by any
of Section 310 to 317, inclusive, of the Trust Indenture Act through operation
of Section 318(c) thereof, such imposed duties shall control.

         SECTION 1.08.   Effect of Headings and Table of Contents.  The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         SECTION 1.09.   Successors and Assigns.   All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

         SECTION 1.10.   Separability Clause.   In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


                                       12

<PAGE>

         SECTION 1.11.   Benefits of Indenture.   Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent and their successors and assigns, the holders
of Senior Debt and the Holders of the Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         SECTION 1.12.   Governing Law.   This Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to principles of conflicts of laws.

         SECTION 1.13.   Non-Business Days.   In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest or principal need not be made on such date, but
may be made on the next succeeding Business Day (and no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, until such next succeeding Business Day)
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity, as the case may be.

                                   ARTICLE II
                                 SECURITY FORMS

         SECTION 2.01.   Forms Generally.   The Securities of each series and
the Trustee's certificate of authentication shall be in substantially the forms
set forth in this Article, or in such other form or forms as shall be
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.03 with respect
to the authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

         Securities distributed to holders of book-entry Capital Securities
shall be distributed in the form of one or more Global Securities registered in
the name of a Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or


                                       13

<PAGE>

held by such Depositary for credit by the Depositary to the respective accounts
of the beneficial owners of the Securities represented thereby (or such other
accounts they may direct). Securities distributed to holders of Capital
Securities other than book-entry Capital Securities shall not be issued in the
form of a Global Security or any other form intended to facilitate book-entry
trading in beneficial interests in such Securities.

         SECTION 2.02.   Form of Face of Security.   The form of the face of
each Security shall contain the information set forth below, with provisions
being included and/or modified if applicable, in light of the designations made
in the related Officers' Certificate for that series.

                               BANCORPSOUTH, INC.
                               (Title of Security)

                                                                No. $___________

         BANCORPSOUTH, INC., a corporation organized and existing under the laws
of Mississippi (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to               , or its registered assigns,
the principal sum of                             Dollars on                (the
"Stated Maturity"). The Company further promises to pay interest on said
principal sum from                   , or from the most recent interest payment
date (each such date, an "Interest Payment Date") on which interest has been
paid or duly provided for, [monthly] [quarterly] [semi-annually] [annually] [if
applicable, insert--(subject to deferral as set forth herein)], in arrears on
[insert applicable Interest Payment Dates] of each year, commencing          ,
           , at the rate of   % per annum, until the principal hereof shall have
become due and payable, [if applicable, insert--plus Additional Interest, if
any,] until the principal hereof is paid or duly provided for or made available
for payment [if applicable, insert--and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the rate of         %
per annum, compounded [monthly] [quarterly] [semi-annually] [annually] as
Additional Interest]. [The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day months.] In the event
that any date on which interest is payable on this Security is not a Business
Day, then a payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), [except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case] with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in The City of New York are authorized or required by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee or the Corporate Trust Office of the Property Trustee
under the Trust Agreement hereinafter referred to for BancorpSouth Capital Trust
is closed for business. The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or


                                       14

<PAGE>

more Predecessor Securities, as defined in the Indenture) is registered at the
close of business on the Regular Record Date for such interest installment,
which shall be the [insert definition of Regular Record Dates]. In addition, if
this Security is issued in certificated form, the record dates for payment of
interest shall be the first day of the last month of each [monthly] [quarterly]
[semi-annual] [annual] period. Any such interest installment not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

         [If applicable, insert--]So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time during the term
of this Security, from time to time, to defer payment of interest on such
Security for up to      consecutive [monthly] [quarterly] [semi-annual] [annual]
interest payment periods with respect to each deferral period (each an
"Extension Period"), during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date, and at
the end of which the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon to the extent permitted by applicable
law); provided, however, that no Extension Period may extend beyond the Maturity
of this Security. During any such Extension Period, the Company will not (i)
declare or pay any dividends or distributions on or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the Company's capital stock
or (ii) make any payment of principal of, interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company (including Other
Debentures) that ranks pari passu with or junior in interest to this Security or
(iii) make any guarantee payments with respect to any guarantee by the Company
of the debt securities of any Subsidiary of the Company (including Other
Guarantees) if such guarantee ranks pari passu with or junior in interest to
this Security (other than (a) dividends or distributions in Common Stock of the
Company, (b) any declaration of a dividend in connection with the implementation
of a shareholders' rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the applicable BancorpSouth Guarantee, (d) purchases or
acquisitions of shares of the Company's Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plan
or other contractual obligation of the Company (other than a contractual
obligation ranking pari passu with or junior to these Securities), (e) as a
result of a reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock, or (f) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged). Prior to the termination of any such Extension Period,
the Company may further extend such Extension Period, provided, however,
that such extension does not cause such Extension Period to exceed
         consecutive [monthly] [quarterly] [semi-annual] [annual] interest
payment periods or extend beyond the Maturity of this Security. Upon the
termination of any such Extension Period and the payment of all


                                       15

<PAGE>

accrued and unpaid interest and any Additional Interest then due, the Company
may elect to begin a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holder of this Security and the Trustee
notice of its election to begin any Extension Period at least five Business Days
prior to the Interest Payment Date, [if applicable, insert--or, with respect to
the Securities issued to a BancorpSouth Capital Trust, prior to the earlier of
(i) the date the Distributions on the Capital Securities would have been payable
except for the election to begin or extend such Extension Period or (ii) the
date the Administrative Trustees are required to give notice to any automated
quotation system or to holders of such Capital Securities of the record date or
the date such Distributions are payable, but in any event not less than five
Business Days prior to such record date]. There is no limitation on the number
of times the Company may elect to begin an Extension Period.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert--; provided, however, that at the option of
the Company payment of any interest may be made (except Securities in Global
form) (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Securities Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Securities
Register].

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such actions as may
be necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereinafter incurred, and
waives reliance by each such holder upon said provisions.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Date:                                  BANCORPSOUTH, INC.,




                                       16

<PAGE>


[Seal]

                                       By
                                          -------------------------------------
                                          [Chairman and Chief Executive Officer,
                                          President or Vice President]


Attest:


[Secretary or Assistant Secretary]

         SECTION 2.03.   Form of Reverse of Security.   This Security is one of
a duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under a Junior
Subordinated Indenture, dated as of [     ], as supplemented by an Officers'
Certificate dated as of [      ], (herein called the "Indenture"), between the
Company and [The Bank of New York], as Trustee (herein called the "Trustee",
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof
[, limited in aggregate principal amount to $      ].

         All terms used in this Security that are defined in the Indenture [if
applicable, insert--and in the Amended and Restated Declaration of Trust of
[insert the applicable BancorpSouth Capital Trust ], dated as of [         ], as
amended (the "Amended and Restated Declaration of Trust"), among BancorpSouth,
Inc., as Depositor, and the Trustees named therein,] shall have the meanings
assigned to them in the Indenture or, to the extent not defined in the
Indenture, the Amended and Restated Declaration of Trust, as the case may be.

         [If applicable, insert--On or after         , the Company may at any
time, at its option, subject to the terms and conditions of Article XI of the
Indenture and subject to the Company having received prior approval of the
Regulatory Authorities if then required under applicable capital guidelines of
the Regulatory Authorities, redeem this Security in whole or in part at any time
or from time to time prior to maturity, at a redemption price (the "Optional
Prepayment Price") equal to the following prices, expressed in percentages of
the principal amount of the Securities together with accrued but unpaid interest
to but excluding the date fixed for redemption. If redeemed during the 12-month
period beginning         :

         Year                                         Redemption Price

         [Insert year and redemption prices]

and at 100% on or after          .]

         [If applicable, insert-- If a Tax Event, a Capital Treatment Event or
an Investment Company Event (each a "Special Event") shall occur and be
continuing, the Company may,


                                       17

<PAGE>

at its option and subject to receipt of prior approval of the Regulatory
Authorities if then required under applicable capital guidelines or policies of
the Regulatory Authorities and subject to the provisions of Article XI of the
Indenture, prepay the Securities prior to           within 90 days after the
occurrence of such Special Event, in whole (but not in part), at a prepayment
price (the "Special Event Prepayment Price") equal to 100% of the
principal amount of such Securities. In the case of redemption on or
after          following a Special Event, the Special Event Prepayment Price
shall equal the Optional Prepayment Price applicable to a redemption as
described above.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         [If the Security is not a Discount Security,--If an Event of Default
with respect to Securities of this series shall occur and be continuing, the
principal of this Security may be declared due and payable in the manner, with
the effect and subject to the conditions provided in the Indenture].

         [If the Security is a Discount Security,--If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of
principal of this Security may be declared due and payable in the manner, with
the effect and subject to the conditions provided in the Indenture. Such amount
shall be equal to [--insert formula for determining the amount]. Upon payment
(i) of the amount of principal so declared due and payable and (ii) of interest
on any overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on this Security shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         [If the Security is not a Discount Security,--As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series may declare the aggregate principal amount of all the Securities of this
series to be due and payable immediately, by a notice in writing to the


                                       18

<PAGE>

Company (and to the Trustee if given by Holders), provided, however, that, in
the case of the Securities of this series issued to a BancorpSouth Capital
Trust, if upon an Event of Default, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of this series
fails to declare the principal of all the Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the corresponding series of Capital Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee. The Holders of a majority in aggregate principal amount of the
Outstanding Securities of this series may annul such declaration and waive the
default by written notice to the Property Trustee, the Company and the Trustee
if the default (other than the non-payment of the principal of these Securities
which has become due solely by such acceleration) has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee. Should the
Holders of these Securities fail to annul such declaration and waive such
default, the holders of a majority in aggregate Liquidation Amount of the
Capital Securities shall have such right. Upon any such declaration such
specified amount of and the accrued interest (including any Additional Interest)
on all the Securities of this series shall become immediately due and payable,
provided that the payment of principal and interest (including any Additional
Interest) on such Securities shall remain subordinated to the extent provided in
Article XIV of the Indenture.]

         [If the Security is a Discount Security,--As provided in and subject to
the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than such portion
of the principal amount as may be specified in the terms of this series of all
the Securities of this series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of this series issued to a BancorpSouth Capital
Trust, if upon an Event of Default, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of this series
fails to declare the principal of all the Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the corresponding series of Capital Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee. The Holders of a majority in aggregate principal amount of the
Outstanding Securities of this series may annul such declaration and waive the
default if the default (other than the nonpayment of the principal of these
Securities which has become due solely by such acceleration) has been cured and
a sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee. Should the
Holders of these Securities fail to annul such declaration and waive such
default, the holders of a majority in aggregate Liquidation Amount of the
Capital Securities shall have such right. Upon any such declaration of such
principal amount and the accrued interest (including any Additional Interest) on
all the Securities of this series shall become immediately due and payable,
provided that the payment of principal and interest (including any Additional
Interest) on such Securities shall remain subordinated to the extent provided in
Article XIV of the Indenture.]

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and


                                       19

<PAGE>

unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained pursuant to Section 10.02 of the
Indenture duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee shall treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $          and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of such series of a different authorized
denomination, as requested by the Holder surrendering the same.

         The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security intend that such Security constitute indebtedness and
agree to treat such Security as indebtedness for all United States federal,
state and local tax purposes.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

         SECTION 2.04.   Additional Provisions Required in Global Security.
Any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.02 and 2.03, bear a legend in substantially the
following form:

         "This Security is a Global Security within the meaning of the
         Indenture hereinafter referred to and is registered in the
         name of The Depository Trust Company (the "Depositary") or a
         nominee of the Depositary. This Security is exchangeable for
         Securities registered in the name of a person other than the
         Depositary or its nominee only in the limited circumstances
         described in the Indenture and no transfer of this Security
         (other than a transfer of this Security as a whole by the
         Depositary to a nominee of the Depositary or by a nominee of


                                  20

<PAGE>

         the Depositary to the Depositary or another nominee of the
         Depositary) may be registered except in limited
         circumstances.

         Unless this Security is presented by an authorized
         representative of The Depository Trust Company (55 Water
         Street, New York) to BancorpSouth, Inc. or its agent for
         registration of transfer, exchange or payment, and any
         Security issued is registered in the name of Cede & Co. or
         such other name as requested by an authorized representative
         of The Depository Trust Company and any payment hereon is
         made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
         FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as
         the registered owner hereof, Cede & Co., has an interest
         herein."

         SECTION 2.05.   Form of Trustee's Certificate of Authentication.  This
is one of the Securities referred to in the within mentioned Indenture:


                                  as Trustee



                                       By:
                                          -------------------------------------
                                                  Authorized Signatory

                                   ARTICLE III
                                 THE SECURITIES

         SECTION 3.01.   Title and Terms.   The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of a series:

                  (a)      the title of the securities of such series, which
shall distinguish the Securities of the series from all other Securities;

                  (b)      the limit, if any, upon the aggregate principal
amount of the Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.06, 3.07, 9.06 or 11.06); provided,
however, that the authorized aggregate principal amount of such series may be
increased above such amount by a Board Resolution to such effect;

                  (c)      the Stated Maturity or Maturities on which the
principal of the Securities of such series is payable or the method of
determination thereof;

                  (d)      the rate or rates, if any, at which the Securities of
such series shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which


                                       21

<PAGE>

such interest shall be payable, the right, pursuant to Section 3.12 or as
otherwise set forth therein, of the Company to defer or extend an Interest
Payment Date, and the Regular Record Date for the interest payable on any
Interest Payment Date or the method by which any of the foregoing shall be
determined;

                  (e)      the place or places where the principal of (and
premium, if any) and interest on the Securities of such series shall be payable,
the place or places where the Securities of such series may be presented for
registration of transfer or exchange, and the place or places where notices and
demands to or upon the Company in respect of the Securities of such series may
be made;

                  (f)      the period or periods within or the date or date on
which, if any, the price or prices at which and the terms and conditions upon
which the Securities of such series may be redeemed, in whole or in part, at the
option of the Company;

                  (g)      the obligation or the right, if any, of the Company
to redeem, repay or purchase the Securities of such series pursuant to any
sinking fund, amortization or analogous provisions, or at the option of a Holder
thereof, and the period or periods within which, the prices or prices at which,
the currency or currencies (including currency unit or units) in which and the
other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligations;

                  (h)      the denominations in which any Securities of such
series shall be issuable, if other than denominations of $25.00 and any integral
multiple thereof;

                  (i)      if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and premium, if
any) and interest, if any, on the Securities of the series shall be payable, or
in which the Securities of the series shall be denominated and the manner of
determining the equivalent thereof in Dollars for purposes of the definition of
the term "Outstanding";

                  (j)      the additions, modifications or deletions, if any, in
the Events of Default or covenants of the Company set forth herein with respect
to the Securities of such series;

                  (k)      if other than the principal amount thereof, the
portion of the principal amount of Securities of such series that shall be
payable upon declaration of acceleration of the Maturity thereof;

                  (l)      the additions or changes, if any, to this Indenture
with respect to the Securities of such series as shall be necessary to permit or
facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;

                  (m)      any index or indices used to determine the amount of
payments of principal of and premium, if any, on the Securities of such series
or the manner in which such amounts will be determined;


                                       22

<PAGE>

                  (n)      the issuance of a temporary Global Security
representing all of the Securities of such series and exchange of such temporary
Global Security for definitive Securities of such series;

                  (o)      whether the Securities of the series shall be issued
in whole or in part in the form of one or more Global Securities and, in such
case, the Depositary for such Global Securities, which Depositary shall be a
clearing agency registered under the Securities Exchange Act of 1934;

                  (p)      the appointment of any Paying Agent or Agents for the
Securities of such series;

                  (q)      the terms of any right to convert or exchange
Securities of such series into any other securities or property of the Company,
and the additions or changes, if any, to this Indenture with respect to the
Securities of such series to permit or facilitate such conversion or exchange;

                  (r)      the transfer restrictions and legends required to be
on the Securities;

                  (s)      the definitions of Amended and Restated Declaration
of Trust, Declaration of Trust and Guarantee Agreement for each series;

                  (t)      the relative degree, if any, to which the Securities
of the series shall be senior to or be subordinated to other series of
Securities in right of payment, whether such other series of Securities are
Outstanding or not; and

                  (u)      any other terms of the Securities of such series
(which terms shall not be inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

         Unless otherwise provided with respect to the Securities of any series,
at the option of the Company, interest on the Securities of any series that
bears interest may be paid by (i) mailing a check to the address of the person
entitled thereto as such address shall appear in the Securities Register or (ii)
wire transfer in immediately available funds at such place and to such account
as may be designated by the person entitled thereto as specified in the
Securities Register.

         SECTION 3.02.   Denominations.   The Securities of each series shall
be in registered form without coupons and shall be issuable in denominations of
$25.00 and any integral multiple thereof, unless otherwise specified as
contemplated by Section 3.01.

         SECTION 3.03.   Execution, Authentication, Delivery and Dating.   The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President or one of its Vice Presidents and attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile.


                                       23

<PAGE>

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities executed by the Company to the Trustee for authentication. Securities
may be authenticated on original issuance from time to time and delivered
pursuant to such procedures acceptable to the Trustee ("Procedures") as may be
specified from time to time by Company Order. Procedures may authorize
authentication and delivery pursuant to oral instructions of the Company or a
duly authorized agent, which instructions shall be promptly confirmed in
writing.

         Prior to the delivery of a Security in any such form to the Trustee for
authentication, the Company shall deliver to the Trustee the following:

                  (a)      a Company Order requesting the Trustee's
authentication and delivery of all or a portion of the Securities of such
series, and if less than all, setting forth procedures for such authentication;

                  (b)      the Board Resolution by or pursuant to which such
form of Security has been approved, and the Board Resolution, if any, by or
pursuant to which the terms of the Securities of such series have been approved,
and, if pursuant to a Board Resolution, an Officers' Certificate describing the
action taken;

                  (c)      an Officers' Certificate dated the date such
certificate is delivered to the Trustee, stating that all conditions precedent
provided for in this Indenture relating to the authentication and delivery of
Securities in such form and with such terms have been complied with; and

                  (d)      an Opinion of Counsel substantially to the effect
that (i) the form of such Securities has been duly authorized and approved in
conformity with the provisions of this Indenture; (ii) the terms of such
Securities have been duly authorized and determined in conformity with the
provisions of this Indenture, or, if such terms are to be determined pursuant to
Procedures, as defined above, when so determined such terms shall have been duly
authorized and determined in conformity with the provisions of this Indenture;
and (iii) Securities in such form when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture within the authorization as to aggregate
principal amount established from time to time by the Board of Directors and
sold in the manner specified in such Opinion of Counsel, will be the legal,
valid and binding obligations of the Company entitled to the benefits of this
Indenture, subject to applicable bankruptcy, reorganization, insolvency and
similar laws generally affecting creditors' rights, to general equitable
principles and except as enforcement thereof may be limited by (A) requirements
that a claim with respect to any Securities denominated other than in Dollars
(or a Foreign Currency or currency unit judgment in respect of such claim) be
converted into Dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (B) governmental authority to limit, delay or
prohibit the making of payments in Foreign Currencies or currency units


                                       24

<PAGE>

or payments outside the United States, and subject to such other qualifications
as such counsel shall conclude do not materially affect the rights of Holders of
such Securities.

         The Trustee shall be entitled to receive the documents referred to in
clauses (b) and (d) above only at or prior to the first request of the Company
to the Trustee to authenticate Securities of such series.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture, or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

         SECTION 3.04.   Temporary Securities.   Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancelation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations having the
same Original Issue Date and Stated Maturity and having the same terms as such
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.

         SECTION 3.05.   Global Securities.

                  (a)      Each Global Security issued under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

                  (b)      Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (a) such Depositary


                                       25

<PAGE>

advises the Trustee in writing that such Depositary is no longer willing or able
to properly discharge its responsibilities as Depositary with respect to such
Global Security, and the Company is unable to locate a qualified successor, (b)
the Company executes and delivers to the Trustee a Company Order stating that
the Company elects to terminate the book-entry system through the Depositary,
(c) there shall have occurred and be continuing an Event of Default or (d)
pursuant to the following sentence. All or any portion of a Global Security may
be exchanged for a Security that has a like aggregate principal amount and is
not a Global Security upon 20 days' prior request made by the Depositary or its
Agent Member to the Securities Registrar.

                  (c)      If any Global Security is to be exchanged for other
Securities or cancelled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Securities Registrar for exchange or
cancelation as provided in this Article III. If any Global Security is to be
exchanged for other Securities or cancelled in part, or if another Security is
to be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancelation as provided in this Article III or (ii) the principal
amount thereof shall be reduced, subject to Section 3.06(b)(iv), or increased by
an amount equal to the portion thereof to be so exchanged or cancelled, or equal
to the principal amount of such other Security to be so exchanged for a
beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the records of the Securities Registrar, whereupon the
Trustee shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Trustee shall, subject to Section 3.05(b) and as otherwise
provided in this Article III, authenticate and deliver any Securities issuable
in exchange for such Global Security (or any portion thereof) in accordance with
the instructions of the Depositary. The Trustee shall not be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be fully protected in relying on, such instructions.

                  (d)      The Depositary or its nominee, as registered owner of
a Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interest pursuant to the rules and procedures of
the Depositary. Accordingly, any such owner's beneficial interests in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Agent Members. Neither the Trustee nor the Securities Registrar shall have
any liability in respect of any transfers effected by the Depositary.

                  (e)      The rights of the beneficial interests in a Global
Security shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such owners and the Depositary
and/or its Agent Members.

         SECTION 3.06.   Registration, Transfer and Exchange Generally; Certain
Transfer and Exchanges.

                  (a)      The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of the Securities and of transfers of


                                       26

<PAGE>

Securities. Such register is herein sometimes referred to as the "Securities
Register". The Trustee is hereby appointed "Securities Registrar" for the
purpose of registering the Securities and transfers of Securities as herein
provided.

         Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of
the same Original Issue Date and Stated Maturity and having the same terms.

         At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

         All Securities issued upon any transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

         Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Securities Registrar) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

         No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

         Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of Securities pursuant to Article
XI and ending at the close of business on the day of mailing of notice of
redemption or (b) to transfer or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, any portion thereof not to be redeemed.

         (b)      Certain Transfers and Exchanges.   Notwithstanding any other
provision of the Indenture, transfers and exchanges of Securities and beneficial
interests in a Global Capital Security of the kinds specified in this Section
3.06(b) shall be made only in accordance with this Section 3.06(b).

                  (i)      Non-Global Security to Global Security. If the Holder
         of a Security (other than a Global Security) wishes at any time to
         transfer all or any


                                       27

<PAGE>

         portion of such Security to a Person who wishes to take delivery
         thereof in the form of a beneficial interest in a Global Security, such
         transfer may be effected only in accordance with the provisions of this
         clause (b)(i) and subject to the rules and procedures of the
         Depositary. Upon receipt by the Securities Registrar of (A) such
         Security as provided in Section 3.06(a) and instructions satisfactory
         to the Securities Registrar directing that a beneficial interest in the
         Global Security in a specified principal amount not greater than the
         principal amount of such Security be credited to a specified Agent
         Member's account and (B) a Securities Certificate duly executed by such
         Holder or such Holder's attorney duly authorized in writing, then the
         Securities Registrar shall cancel such Security (and issue a new
         Security in respect of the untransferred portion thereof) as provided
         in Section 3.06(a) and increase the aggregate principal amount of the
         Global Security by the specified principal amount as provided in
         Section 3.05(c).

                  (ii)     Non-Global Security to Non-Global Security. A
         Security that is not a Global Security may be transferred, in whole or
         in part, to a Person who takes delivery in the form of another Security
         that is not a Global Security as provided in Section 3.06(a).

                  (iii)    Exchanges between Global Security and Non-Global
         Security. A beneficial interest in a Global Security may be exchanged
         for a Security that is not a Global Security as provided in Section
         3.05.

                  (iv)     Limitations Relating to Principal Amount.
         Notwithstanding any other provision of this Indenture and unless
         otherwise specified as permitted by Section 3.01, Securities or
         portions thereof may be transferred or exchanged only in principal
         amounts of not less than $25.00 and integral multiples of $25.00 in
         excess thereof. Any transfer, exchange or other disposition of
         Securities in contravention of the Section 3.06(b)(iv) shall be deemed
         to be void and of no legal effect whatsoever, any such transferee shall
         be deemed not to be the Holder or owner of any beneficial interest in
         such Securities for any purpose, including but not limited to the
         receipt of interest payable on such Securities, and such transferee
         shall be deemed to have no interest whatsoever in such Securities.

         SECTION 3.07.   Mutilated, Destroyed, Lost and Stolen Securities.   If
any mutilated Security is surrendered to the Trustee together with such security
or indemnity as may be required by the Company or the Trustee to save each of
them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series of like
tenor and principal amount, having the same Original Issue Date and Stated
Maturity and bearing the same Interest Rate as such mutilated Security, and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
issuing Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same


                                       28

<PAGE>

Original Issue Date and Stated Maturity and bearing the same Interest Rate as
such destroyed, lost or stolen Security, and bearing a number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 3.08.   Payment of Interest; Interest Rights Preserved.
Interest on any Security of any series which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date, shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
in respect of Securities of such series, except that, unless otherwise provided
in the Securities of such series, interest payable on the Stated Maturity of a
Security shall be paid to the Person to whom principal is paid. The initial
payment of interest on any Security of any series which is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 3.01
with respect to the related series of Securities.

         Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series
in respect of which interest is in default (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted


                                       29

<PAGE>

Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall not be more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Securities Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
Clause (2).

                  (2)      The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of the series in respect of
which interest is in default may be listed and, upon such notice as may be
required by such exchange (or by the Trustee if the Securities are not listed),
if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such payment shall be deemed practicable by the
Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

         SECTION 3.09.   Persons Deemed Owners.   The Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.08) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. No holder of any
beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company or the Trustee from giving effect to any written certification, proxy,
or other authorization furnished by a Depositary or impair, as between the
Depositary and such holders of beneficial interests,


                                       30

<PAGE>

the operation of customary practices governing the exercise of the rights of the
Depositary (or its nominee) as Holder of any Security.

         SECTION 3.10.   Cancellation.   All Securities surrendered for
payment, redemption, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and
Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Company a certificate of such destruction.

         SECTION 3.11.   Computation of Interest.   Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series for any period shall be computed on the basis
of a 360-day year of twelve 30-day months and interest on the Securities of each
series for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.

         SECTION 3.12.   Deferrals of Interest Payment Dates.   If specified as
contemplated by Section 3.01 with respect to the Securities of a particular
series, provided that no Event of Default has occurred and is continuing with
respect to the Securities, the Company shall have the right, at any time or from
time to time during the term of such series, to defer the payment of interest on
such Securities for such period or periods as may be specified as contemplated
by Section 3.01 (each, an "Extension Period") during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Company shall
pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law), provided, however, that
no Extension Period may extend beyond the Stated Maturity of these Securities.
During any such Extension Period, the Company shall not (i) declare or pay
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock, or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company (including Other
Debentures) that rank pari passu with or junior in interest to the Securities of
such series or (iii) make any guarantee payments with respect to any guarantee
by the Company of the debt securities of any Subsidiary of the Company
(including Other Guarantees) if such guarantee ranks pari passu with or junior
in interest to the Securities of such series (other than (a) dividends or
distributions in common stock of the Company, (b) any declaration of a dividend
in connection with the implementation of a shareholders' rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the
applicable BancorpSouth Guarantee, (d) purchases or acquisitions of shares of
the Company's Common Stock in connection with the satisfaction by the Company of
its obligations under any employee benefit plan or other contractual obligation
of the


                                       31

<PAGE>

Company (other than a contractual obligation ranking pari passu with or junior
to these Securities, (e) as a result of a reclassification of the Company's
capital stock or the exchange or conversion of one class or series of the
Company's capital stock for another class or series of the Company's capital
stock, or (f) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged). Prior to the termination of
any such Extension Period, the Company may further extend such Extension Period;
provided, however, that no Extension Period shall exceed the period or periods
specified in such Securities or extend beyond the Stated Maturity of such
Securities. Upon termination of any Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then due on any Interest
Payment Date, and subject to the foregoing limitations, the Company may elect to
begin a new Extension Period. No interest shall be due and payable during an
Extension Period, except at the end thereof. The Company shall give the Holders
of the Securities of such series and the Trustee and the Property Trustee notice
of its election to begin any such Extension Period (or an extension thereof) at
least five Business Days prior to the Interest Payment Date or, with respect to
the Securities of a series issued to a BancorpSouth Capital Trust, prior to the
earlier of (i) the date the Distributions on the Trust Securities of such
BancorpSouth Capital Trust would have been payable except for the election to
begin or extend such Extension Period or (ii) the date the Administrative
Trustees of such BancorpSouth Capital Trust are required to give notice to any
automated quotation system or to holders of Trust Securities of the record date
or the date such Distributions are payable, but in any event not less than five
Business Days prior to such record date. There is no limitation on the number of
times that the Company may elect to begin an Extension Period.

         SECTION 3.13.   Agreed Tax Treatment.   Each Security issued hereunder
shall provide that the Company and, by its acceptance of a Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Security intend that such Security constitute
indebtedness and agree to treat such Security as indebtedness for all United
States federal, state and local tax purposes.

         SECTION 3.14.   CUSIP Numbers.   The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption or other related material as
a convenience to Holders; provided, however, that any such notice or other
related material may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of a redemption or other related material and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.01.   Satisfaction and Discharge of Indenture.   This
Indenture shall cease to be of further effect (except as to (i) any surviving
rights of transfer, substitution and exchange of Securities, (ii) rights
hereunder of Holders to receive payments of principal of (and premium, if any)
and interest on the Securities and other rights, duties and obligations of the
Holders as beneficiaries hereof with respect to the amounts, if any, deposited
with the Trustee pursuant to this Article IV and (iii) the rights and
obligations of


                                       32

<PAGE>

the Trustee hereunder), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1)      either

                           (A)      all Securities theretofore authenticated and
         delivered (other than (i) Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 3.07
         and (ii) Securities for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Company and
         thereafter repaid to the Company or discharged from such trust, as
         provided in Section 10.03) have been delivered to the Trustee for
         cancellation; or

                           (B)      all such Securities not theretofore
         delivered to the Trustee for cancellation

                                    (i)     have become due and payable, or

                                    (ii)     will become due and payable at
                  their Stated Maturity within one year of the date of deposit,
                  and the Company, in the case of Clause (B)(i) or (B)(ii)
                  above, has deposited or caused to be deposited with the
                  Trustee as trust funds in trust for such purpose an amount in
                  the currency or currencies in which the Securities of such
                  series are payable sufficient to pay and discharge the entire
                  indebtedness on such Securities not theretofore delivered to
                  the Trustee for cancellation, for principal (and premium, if
                  any) and interest (including any Additional Interest) to the
                  date of such deposit (in the case of Securities which have
                  become due and payable) or to the Stated Maturity;

                  (2)      the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

                  (3)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

         SECTION 4.02.   Application of Trust Money.   Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01, shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for the
payment of which such money or obligations have been deposited with or


                                       33

<PAGE>

received by the Trustee; provided, however, that such moneys need not be
segregated from other funds except to the extent required by law.

                                    ARTICLE V
                                    REMEDIES

         SECTION 5.01.   Events of Default.   "Event of Default", wherever used
herein with respect to the Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (1)      default in the payment of any interest upon any
Security of that series, including any Additional Interest in respect thereof,
when it becomes due and payable, and continuance of such default for a period of
30 days (subject to the deferral of any due date in the case of an Extension
Period); or

                  (2)      default in the payment of the principal of (or
premium, if any, on) any Security of that series when due, whether at its
Maturity, upon redemption, by declaration of acceleration or otherwise; or

                  (3)      default in the performance, or breach, in any
material respect, of any covenant or warranty of the Company in this Indenture
(other than a covenant or warranty a default in the performance of which or the
breach of which is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
outstanding principal amount of the Securities of that series a written notice
specifying such default or breach and requiring it to be remedied; or

                  (4)      the entry or a decree or order by a court having
jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or

                  (5)      the institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
the making by it of an assignment for the benefit for creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due and its willingness to be adjudicated a


                                       34

<PAGE>

bankrupt, or the taking of corporate action by the Company in furtherance of any
such action; or

                  (6)      in respect of a series issued to a BancorpSouth
Capital Trust, the voluntary or involuntary dissolution, winding-up or
termination of a BancorpSouth Capital Trust, except in connection with the
distribution of the Securities to the holders of Trust Securities in liquidation
of such BancorpSouth Capital Trust, the redemption of all the Trust Securities
of a BancorpSouth Capital Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the applicable Trust Agreement; or

                  (7)      any other Event of Default with respect to Securities
of that series as may be specified in an Officers' Certificate or supplemental
indenture pursuant to Section 3.01 hereof.

         SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided,
however, that, in the case of the Securities of a series issued to a
BancorpSouth Capital Trust, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series fail to declare the principal of all the Securities of
that series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the corresponding series of Capital Securities
then outstanding shall have such right by a notice in writing to the Company and
the Trustee. The Holders of a majority in aggregate principal amount of the
Outstanding Securities of these Securities may annul such declaration and waive
the default by written notice to the Property Trustee, the Company and the
Trustee if the default (other than the nonpayment of the principal of the
Securities of such a series which has become due solely by such acceleration)
has been cured and a sum sufficient to pay all matured installments of interest
and principal due otherwise than by acceleration has been deposited with the
Trustee. Should the Holders of the Securities of such a series fail to annul
such declaration and waive such default, the holders of a majority in aggregate
Liquidation Amount of the Capital Securities shall have such right. Upon any
such declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Interest) on all the Securities of such
series shall become immediately due and payable, provided, however, that the
payment of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIV.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:


                                       35




<PAGE>

                  (1)      the Company has paid or deposited with the Trustee a
sum sufficient to pay:

                           (A) all overdue installments of interest (including
                  any Additional Interest) on all Securities of that series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon at
                  the rate borne by the Securities, and

                           (C) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel.

                  (2)      all Events of Default with respect to Securities of
that series, other than the nonpayment of the principal of Securities of that
series which has become due solely by such acceleration, have been cured or
waived as provided in Section 5.13.

         The Holders of a majority in aggregate outstanding principal amount of
the Securities of a series affected thereby may, on behalf of the Holders of all
the Securities of such series, waive any past default, except a default in the
payment of principal of (or premium, if any) or interest (unless such default
has been cured and a sum sufficient to pay all matured installments of interest
and principal due otherwise than by acceleration has been deposited with the
Trustee) or a default in respect of a covenant or provision which under this
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Security of such series and, in the case of Securities of a
series issued to a BancorpSouth Capital Trust, should the holders of such
Securities fail to annul such declaration and waive such default, the holders of
a majority in aggregate Liquidation Amount of the related series of Capital
Securities shall have such right. The Company is required to file annually with
the Trustee a certificate as to whether or not the Company is in compliance with
all the conditions and covenants applicable to it under this Indenture.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, however, that, unless such declaration of
acceleration, or rescission and annulment, as the case may be, shall have become
effective by virtue of the requisite percentage having joined in such notice
prior to the day which is 90 days after such record date, such notice of
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be cancelled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of


                                       36
<PAGE>

acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been cancelled pursuant to the proviso
to the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.02.

         SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

                  (1)      default is made in the payment of any installment of
interest (including any Additional Interest) on any Security when such interest
becomes due and payable and such default continues for a period of 30 days
(subject to the deferral of any due date in the case of an Extension Period), or

                  (2)      default is made in the payment of the principal of
(and premium, if any, on) any Security at the Maturity thereof, the Company
will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations (and premium, if any) and interest (including any Additional
Interest); and, in addition thereto, all amounts owing to the Trustee under
Section 6.07 and Section 10.06.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

         SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors,

                  (a)      the Trustee (irrespective of whether the principal of
the Securities of any series shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,


                                       37
<PAGE>

                           (i)      to file and prove a claim for the whole
         amount of principal (and premium, if any) and interest (including any
         Additional Interest) owing and unpaid in respect to the Securities and
         to file such other papers or documents as may be necessary or advisable
         and to take any and all actions as are authorized under the Trust
         Indenture Act in order to have the claims of the Holders and any
         predecessor to the Trustee under Section 6.07 and of the Holders
         allowed in any such judicial proceedings; and

                           (ii)     in particular, the Trustee shall be
         authorized to collect and receive any moneys or other property payable
         or deliverable on any such claims and to distribute the same in
         accordance with Section 5.06; and

                  (b)      any custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee for distribution in accordance with Section 5.06, and in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it and any predecessor Trustee
under Section 6.07.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any proceeding; provided, however, that
the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee.

         SECTION 5.05. Trustee May Enforce Claim Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.07, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 5.06. Application of Money Collected. Any money or property
collected or to be applied by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money or
property on account of principal (or premium, if any) or interest (including any
Additional Interest), upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  First: to the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.07;


                                       38
<PAGE>

                  Second: to the payment of the amounts then due and unpaid upon
such series of Securities for principal (and premium, if any) and interest
(including any Additional Interest), in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such series of Securities
for principal (and premium, if any) and interest (including any Additional
Interest), respectively; and

                  Third: the balance, if any, to the Person or Persons entitled
thereto.

         SECTION 5.07. Limitation on Suits. No Holder of any Securities of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or for the appointment of a receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) or for any other
remedy hereunder, unless:

                  (1)      such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
that series;

                  (2)      the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder;

                  (3)      such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (4)      the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such
proceeding; and

                  (5)      no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series; it
being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

         SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Control by Holders.

                  (a)      Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Section 3.08) interest (including any Additional Interest) on such
Security on the respective Stated Maturities expressed in such Security and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder. In the case of Securities of a
series issued to a BancorpSouth Capital Trust, any holder of the corresponding
series of Capital Securities shall have the right, upon the occurrence of an
Event of Default described in


                                       39
<PAGE>

Section 5.01(1) or 5.01(2) hereof, to institute a suit directly against the
Company for enforcement of payment to such Holder of principal of (and premium,
if any) and (subject to Section 3.08) interest (including any Additional
Interest) on the Securities having a principal amount equal to the aggregate
Liquidation Amount of the Capital Securities of the corresponding series held by
such Holder. Notwithstanding any payments made to a holder of Capital Securities
by the Company in connection with a suit directly against the Company, the
Company shall remain obligated to pay the principal of or interest on the
Securities, and the Company shall be subrogated to the rights of the holder of
such Capital Securities with respect to payments on the Capital Securities to
the extent of any payments made by the Company to such holder in any suit
directly against the Company.

                  (b)      The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided that:

                           (i)      such direction shall not be in conflict with
                  any rule of law or with this Indenture,

                           (ii)     the Trustee shall not determine that the
                  action so directed would be unjustly prejudicial to the
                  Holders not taking part in such direction,

                           (iii)    subject to the provisions of Section 6.01,
                  the Trustee shall have the right to decline to follow any such
                  direction if the Trustee in good faith shall, by a Responsible
                  Officer or Officers of the Trustee, determine that the
                  proceeding so directed would involve the Trustee in personal
                  liability, and

                           (iv)     the Trustee may take any other action deemed
                  proper by the Trustee which is not inconsistent with such
                  direction.

                  (c)      The holders of the Capital Securities will not be
able to exercise directly any remedies, other than those set forth in this
Section 5.08, available to the holders of the Securities unless there shall have
been an Event of Default under the Trust Agreement.

         SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every case the Company, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise
provided in the last paragraph of Section 3.07, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative


                                       40
<PAGE>

and in addition to every right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         SECTION 5.11. Delay or Omission Not Waiver. Except as otherwise
provided in the last paragraph of Section 3.07, no delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.

         Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders as the case may be.

         SECTION 5.12. Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that:

                  (1)      such direction shall not be in conflict with any rule
of law or with this Indenture;

                  (2)      the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction; and

                  (3)      subject to the provisions of Section 6.01, the
Trustee shall have the right to decline to follow such direction if the Trustee
in good faith shall, by a Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed would be unjustly prejudicial to the
Holders not joining in any such direction or would involve the Trustee in
personal liability.

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, however, that, unless the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have joined in such notice prior
to the day which is 90 days after such record date, such notice shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new notice
identical to a notice which has been cancelled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.12.


                                       41
<PAGE>

         SECTION 5.13. Waiver of Past Defaults. The Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder and its consequences with respect to such series
except a default:

                  (1)      in the payment of the principal of (or premium, if
any) or interest (including any Additional Interest) on any Security of such
series; or

                  (2)      in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         SECTION 5.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security on or after the
respective Stated Maturities expressed in such Security.

         SECTION 5.15. Waiver of Usury, Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

         SECTION 6.01. Certain Duties and Responsibilities.

                  (a)      Except during the continuance of an Event of Default:


                                       42
<PAGE>

                           (1)      the Trustee undertakes to perform such
         duties and only such duties as are specifically set forth in this
         Indenture, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

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

                  (b)      In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

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

                           (i)      this Subsection shall not be construed to
         limit the effect of Subsection (a) of this Section;

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

                           (iii)    the 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 Holders pursuant to Section 5.12
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee, under this Indenture with respect to the
         Securities of such series.

                  (d)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there shall be grounds for believing that
repayment of such funds or indemnity satisfactory to its against such risk or
liability is not assured to it.

                  (e)      Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

         SECTION 6.02. Notice of Defaults. Within 90 days after actual knowledge
by a Responsible Officer of the Trustee of the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names and
addresses appear in the Securities Register,


                                       43
<PAGE>

notice of such default hereunder known to a Responsible Officer of the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest (including any Additional Interest) on any Security of such
series, the Trustee shall be fully protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided, further, however, that, in the case of
any default of the character specified in Section 5.01(3), no such notice to
Holders of Securities of such series shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

         SECTION 6.03. Certain Rights of Trustee. Subject to the provisions of
Section 6.01:

                  (a)      the 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, Security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                  (b)      any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                  (c)      whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) shall be entitled to receive and
may, in the absence of bad faith on its part, conclusively rely upon an
Officers' Certificate;

                  (d)      the Trustee may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

                  (e)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

                  (f)      the 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, indenture, Security or other paper or document, but the Trustee in
its discretion may make such inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such


                                       44
<PAGE>

inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;

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

                  (h)      the Trustee shall not be under any obligation to take
any action that is discretionary under the provisions of this Indenture;

                  (i)      the Trustee shall not be charged with knowledge of
any Event of Default unless either (1) a Responsible Officer of the Trustee
shall have actual knowledge or (2) the Trustee shall have received notice
thereof in accordance with Section 1.05(1) hereof from the Company or a Holder;
and

                  (j)      no permissive power or authority available to the
Trustee shall be construed as a duty.

         SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities or any offering or disclosure materials prepared in connection
therewith. The Trustee shall not be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

         SECTION 6.05. May Hold Securities. The Trustee, any Paying Agent,
Securities Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Securities Registrar or such
other agent.

         SECTION 6.06. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 6.07. Compensation and Reimbursement. The Company, as borrower
on the Securities, agrees:

                  (1)      to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder in such amounts as the
Company and the Trustee shall agree from time to time (which compensation shall
not be limited by any provision of law in regard to the compensation a trustee
of an express trust);

                  (2)      to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and


                                       45
<PAGE>

disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

                  (3)      to indemnify the Trustee, its officers, agents,
directors and employees for, and to hold them harmless against, any loss,
liability or expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred without negligence or bad
faith, arising out of or in connection with the acceptance or administration of
this trust or the performance of its duties hereunder, 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 obligations of the Company under this Section 6.07 shall survive
the termination of this Indenture or the earlier resignation or removal of the
Trustee.

         To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Code of 1978, as amended, or any successor
statute.

         SECTION 6.08. Disqualification; Conflicting Interests. The Trustee for
the Securities of any series issued hereunder shall be subject to the provisions
of Section 310(b) of the Trust Indenture Act. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
second-to-last paragraph of Section 301(b) of the Trust Indenture Act.

         SECTION 6.09. Corporate Trustee Required, Eligibility. There shall at
all times be a Trustee hereunder which shall be:

                  (a)      a corporation organized and doing business under the
laws of the United States of America or of any state, territory or the District
of Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal, state, territorial or District
of Columbia authority, or

                  (b)      a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation or order of the Commission, authorized
under such laws to exercise corporate trust powers, and subject to supervision
or examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to the supervision or examination
applicable to United States institutional trustees, in either case having a
combined capital and surplus of at least $50,000,000, subject to supervision of
examination by Federal or state authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most


                                       46
<PAGE>

recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

         SECTION 6.10. Resignation and Removal; Appointment of Successor.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

                  (b)      The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

                  (c)      The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d)      If at any time:

                           (i)      the Trustee shall fail to comply with
         Section 6.08 after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Security for at least six
         months, or

                           (ii)     the Trustee shall cease to be eligible under
         Section 6.09 and shall fail to resign after written request therefor by
         the Company or by any such Holder, or

                           (iii)    the Trustee shall become incapable of acting
         or shall be adjudged a bankrupt or insolvent or a receiver of the
         Trustee or of its property shall be appointed or any public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or liquidation,
         then, in any such case, (i) the Company, acting pursuant to the
         authority of a Board Resolution, may remove the Trustee, or (ii)
         subject to Section 5.14, any Holder who has been a bona fide Holder of
         a Security for at least six months may, on behalf of himself and all
         others similarly situated, petition any court of competent jurisdiction
         for the removal of the Trustee and the appointment of a Successor
         Trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee with respect to
the Securities of that or those series. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of


                                       47
<PAGE>

the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of such series as their names an addresses
appear in the Securities Register. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

         SECTION 6.11. Acceptance of Appointment by Successor.

                  (a)      In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

                  (b)      In case of the appointment hereunder of the successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an instrument or an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
Successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such instrument or supplemental indenture
shall constitute such Trustee co-trustees of the same


                                       48
<PAGE>

trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and upon the execution and delivery of such instrument or
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such Successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such Successor
Trustee relates; but, on request of the Company or any Successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such Successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such Successor Trustee relates.

                  (c)      Upon request of any such Successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such Successor Trustee all rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d)      No Successor Trustee shall accept its appointment
unless at the time of such acceptance such Successor Trustee shall be qualified
and eligible under this Article. In the event that the Trust Indenture Act
applies to this Indenture at the time that any Successor Trustee is appointed,
such Successor Trustee shall qualify under such Act.

         SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article (including qualification under the Trustee Indenture Act, if
applicable), without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such Successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

         SECTION 6.13. Preferential Collection of Claims Against Company. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

         SECTION 6.14. Appointment of Authenticating Agent. The Trustee may
appoint an authenticating agent or agents (each, an "Authenticating Agent") with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof, and Securities so authenticated shall


                                       49
<PAGE>

be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Where reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, or of any state, Territory or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of each series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alterative
certificate of authentication in the following form:


                                       50
<PAGE>

         This is one of the Securities referred to in the within mentioned
Indenture.



                                   Agent Trustee

                                   By
                                     ------------------------------------------
                                       As Authenticating Agent


                                   By
                                     ------------------------------------------
                                       Authorized Signatory

         SECTION 6.15. Trustee's Rights and Obligations After Qualification of
Indenture. Following the qualification of this Indenture under the Trust
Indenture Act, the Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Trustee is under no obligation to
exercise any of the powers vested in it by this Indenture at the request of any
holder of the Securities, unless offered indemnity to its satisfaction by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The Trustee will not be required to expend or risk its own funds or
otherwise incur personal financial liability in the performance of its duties if
the Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. Notwithstanding the foregoing, nothing in this Section
6.15 shall be deemed to abrogate any of the rights, indemnities or protections
otherwise provided to the Trustee under this Indenture.

                                   ARTICLE VII
                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (a)      semi-annually, not more than 15 days after [       ]
and [     ], a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such [       ] and [      ], and

                  (b)      at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished, excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

         SECTION 7.02. Preservation of Information, Communications to Holders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received


                                       51
<PAGE>

by the Trustee in its capacity as Securities Registrar. The Trustee may destroy
any list furnished to it as provided in Section 7.01 upon receipt of a new list
so furnished.

                  (b)      The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided in the Trust Indenture Act.

                  (c)      Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of information as to the names and addresses of the Holders
made pursuant to the Trust Indenture Act.

         SECTION 7.03. Reports by Trustee.

                  (a)      The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act, at the times and in the manner provided
pursuant thereto.

                  (b)      Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than the last
calendar day in February of each calendar year dated as of December 31 of the
prior year, commencing with the last calendar day in February of the year
following the Original Issue Date.

                  (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
upon which the Securities are listed and also with the Commission. The Company
will notify the Trustee whenever the Securities are listed on any securities
exchange.

         SECTION 7.04. Reports by Company. The Company shall file with the
Trustee and with the Commission, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided in
the Trust Indenture Act; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, shall be filed
with the Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company shall continue to file with the Commission and
provide the Trustee with the annual reports and the information, documents and
other reports which are specified in Sections 13 and 15(d) of the Securities
Exchange Act of 1934. The Company also shall comply with the other provisions of
Section 314(a) of the Trust Indenture Act.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms. The
Company shall not consolidate with or merge with or into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no


                                       52
<PAGE>

Person shall consolidate with or merge with or into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the
Company, unless:

                  (1)      in case the Company shall consolidate with or merge
with or into another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the corporation formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets
of the Company substantially as an entirety shall be a corporation, partnership,
limited liability company or trust organized and existing under the laws of the
United States of America or any State or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest (including any Additional
Interest) on all the Securities and the performance of every covenant and every
obligation of this Indenture on the part of the Company to be performed or
observed;

                  (2)      immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, shall have occurred and be continuing;

                  (3)      in the case of the Securities of a series issued to a
BancorpSouth Capital Trust, such consolidation, merger, conveyance, transfer or
lease is permitted under the related Trust Agreement and BancorpSouth Guarantee
and does not give rise to any breach or violation of the related Trust Agreement
or BancorpSouth Guarantee; and

                  (4)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with; and the Trustee, subject
to Section 6.01, may rely upon such Officers' Certificate and Opinion of Counsel
as conclusive evidence that such transaction complies with this Section 8.01.

         SECTION 8.02. Successor Corporation Substituted. Upon any consolidation
or merger by the Company with or into any other Person, or any conveyance,
transfer or lease by the Company of its properties and assets substantially as
an entirety to any Person in accordance with Section 8.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; and in the event of any such conveyance, transfer or
lease the Company shall be discharged from all obligations and covenants under
the Indenture and the Securities and may be dissolved and liquidated.

         Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall


                                       53
<PAGE>

authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory, to the
Trustee, for any of the following:

                  (1)      to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of the
Company herein and in the Securities contained;

                  (2)      to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee or to surrender any right or power herein
conferred upon the Company;

                  (3)      to establish the form or terms of Securities of any
series as permitted by Sections 2.01 or 3.01;

                  (4)      to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company;

                  (5)      to add any additional Events of Default;

                  (6)      to change or eliminate any of the provisions of this
Indenture; provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision;

                  (7)      to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture; provided that such action pursuant to this clause (7) shall not
materially adversely affect the interest of the Holders of Securities of any
series or, in the case of the Securities of a series issued to a


                                       54
<PAGE>

BancorpSouth Capital Trust and for so long as any of the corresponding series of
Capital Securities shall remain outstanding, the holders of such Capital
Securities;

                  (8)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or

                  (9)      to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the Trust
Indenture Act.

         SECTION 9.02. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1)      except to the extent permitted by Section 3.12 or as
otherwise specified as contemplated by Section 3.01 with respect to the
extension of the interest payment period of the Securities of any series, change
the Stated Maturity of the principal of, or any installment of interest
(including any Additional Interest) on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or reduce any premium payable
upon the redemption thereof, or reduce the amount of principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02, or change the place of payment where,
or the coin or currency in which, any Security or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the date fixed for redemption thereof);

                  (2)      reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture;

                  (3)      modify any of the provisions of this Section, Section
5.13 or Section 10.05, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Security affected thereby; or

                  (4)      modify the provisions in Article XIII of this
Indenture with respect to the subordination of Outstanding Securities of any
series in a manner adverse to the Holders thereof; provided that, in the case of
the Securities of a series issued to a


                                       55
<PAGE>

BancorpSouth Capital Trust, so long as any of the corresponding series of
Capital Securities remains outstanding, no such amendment shall be made that
adversely affects the holders of such Capital Securities, and no termination of
this Indenture shall occur, and no waiver of any Event of Default or compliance
with any covenant under this Indenture shall be effective, without the prior
consent of the holders of at least a majority of the aggregate Liquidation
Amount of such Capital Securities then outstanding unless and until the
principal (and premium, if any) of the Securities of such series and all accrued
and, subject to Section 3.08, unpaid interest (including any Additional
Interest) thereon have been paid in full; and provided further, however, that in
the case of the Securities of a series issued to a BancorpSouth Capital Trust,
so long as any of the corresponding series of Capital Securities remain
outstanding, no amendment shall be made to Section 5.08 of this Indenture
without the prior consent of the holders of each Capital Security then
outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and (subject to Section 3.08) unpaid
interest (including any Additional Interest) thereon have been paid in full.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         SECTION 9.03. Execution of Supplemental Indentures. In executing or
accepting the additional trusts created by any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in conclusively relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent have been complied with. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, or
which may subject it to liability or be contrary to applicable law.

         SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed shall conform to the requirements of the Trust Indenture Act.

         SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Company,
bear a notation in form approved by


                                       56
<PAGE>

the Company as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X
                                    COVENANTS

         SECTION 10.01. Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each series of securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on
the Securities of that series in accordance with the terms of such Securities
and this Indenture.

         SECTION 10.02. Maintenance of Office or Agency. The Company will
maintain in each Place of Payment for any series, an office or agency where
Securities of that series may be presented or surrendered for payment and an
office or agency where Securities may be surrendered for transfer or exchange
and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company initially appoints the
Trustee, acting through its Corporate Trust Office, as its agent for said
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the Company
shall fail to maintain such office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.

         SECTION 10.03. Money for Security Payments to be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of such series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m. New York City time on each due date of the principal of or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal and
premium (if any) or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its failure so to act.


                                       57
<PAGE>

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

                  (1)      hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

                  (2)      give the Trustee written notice of any default by the
Company (or any other obligor upon the Securities) in the making of any payment
of principal (and premium, if any) or interest;

                  (3)      at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent; and

                  (4)      comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by the Company or any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, the City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         SECTION 10.04. Statement as to Compliance. The Company shall deliver to
the Trustee, within 120 days after the end of such calendar year of the Company
commencing after the date hereof, an Officers' Certificate executed by
authorized officers at least one of whom shall be the principal executive,
financial or accounting officer of the Company


                                       58
<PAGE>

covering the preceding calendar year, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions,
covenants and conditions of this Indenture, and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge. For the purpose of this Section 10.04, compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

         SECTION 10.05. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any covenant or condition specified as
contemplated by Section 3.01 with respect to the Securities of any series, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company in respect of any such covenant or condition shall remain in full force
and effect.

         SECTION 10.06. Payment of the Trust's Costs and Expenses. Since the
BancorpSouth Capital Trusts are being formed solely to facilitate the investment
in the Securities, the Company, as borrower on the Securities, hereby covenants
to pay all debts and obligations (other than with respect to the payment of
principal, interest and premium, if any, on the Trust Securities) and all costs
and expenses of such Trusts (including, but not limited to, all costs and
expenses relating to the organization of such Trusts, the fees and expenses of
the Trustees and all costs and expenses relating to the operation of such
Trusts) and to pay any and all taxes, duties, assessments or other governmental
charges of whatever nature (other than United States withholding taxes) imposed
on such Trusts by the United States, or any other taxing authority (such
payments of amounts in connection with taxes being herein referred to as
"Additional Sums"), so that the net amounts received and retained by such Trusts
and their respective Property Trustees after paying such expenses or Additional
Sums will be equal to the amounts such Trusts and Property Trustees would have
received had no such costs, expenses or taxes, duties, assessments or other
governmental charges been incurred by or imposed on such Trusts. The foregoing
obligations of the Company are for the benefit of, and shall be enforceable by,
any person to whom such debts, obligations, costs, expenses and taxes are owed
(a "Creditor") whether or not such Creditor has received notice thereof. Any
such Creditor may enforce such obligations of the Company hereunder directly
against the Company, and the Company hereby irrevocably waives any right or
remedy to require that any such Creditor take any action against any Trust or
any other person before proceeding against the Company. The Company also agrees
hereby to execute such additional agreements as may be necessary or desirable to
give full effect to the foregoing.

         SECTION 10.07. Additional Covenants. The Company covenants and agrees
with each Holder of Securities of a series issued to a BancorpSouth Capital
Trust that it will not (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company (including Other Debentures) that rank pari passu with
or junior in interest to the Securities of such series or (iii) make any
guarantee


                                       59
<PAGE>

payments with respect to any guarantee by the Company of debt securities of any
subsidiary of the Company (including Other Guarantees) if such guarantee ranks
pari passu with or junior in interest to the Securities (other than (a)
dividends or distributions in Common Stock of the Company, (b) any declaration
of a dividend in connection with the implementation of a shareholders' rights
plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (c) payments under
the BancorpSouth Guarantee, (d) purchases or acquisitions of shares of the
Company's Common Stock in connection with the satisfaction by the Company of its
obligations under any employee benefit plan or other contractual obligation of
the Company (other than a contractual obligation ranking pari passu with or
junior in interest to these Securities), (e) as a result of a reclassification
of the Company's capital stock or the exchange or conversion of one class or
series of the Company's capital stock for another class or series of the
Company's capital stock, or (f) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged), if at such
time (i) there shall have occurred an Event of Default, (ii) the Company shall
be in default with respect to its payment of any obligations under the related
BancorpSouth Guarantee or (iii) the Company shall have given notice of its
election to begin an Extension Period as provided herein and shall not have
rescinded such notice, or such Extension Period, or any extension thereof, shall
be continuing.

         The Company also covenants with each Holder of Securities of a series
issued to a BancorpSouth Capital Trust (i) to maintain directly 100% ownership
of the Common Securities of such BancorpSouth Capital Trust; provided, however,
that any permitted successor of the Company hereunder may succeed to the
Company's ownership of such Common Securities, (ii) not to voluntarily
terminate, windup or liquidate such BancorpSouth Capital Trust, except in
connection with (a) a distribution of the Securities of such series to the
holders of Capital Securities in liquidation of such BancorpSouth Capital Trust,
(b) redemption of all of the Trust Securities of a BancorpSouth Capital Trust or
(c) certain mergers, consolidations or amalgamations permitted by the related
Trust Agreement and (iii) to use its reasonable efforts, consistent with the
terms and provisions of such Trust Agreement, to cause such BancorpSouth Capital
Trust to remain classified as a grantor trust and not an association taxable as
a corporation for United States Federal income tax purposes.

         SECTION 10.08. Information Returns. On or before December 15 of each
year during which any Securities are outstanding, the Company shall furnish to
each Paying Agent such information as may be reasonably requested by each Paying
Agent in order that such Paying Agent may prepare the information which it is
required to report for such year on Internal Revenue Service Forms 1096 and
1099. Such information shall include the amount of original issue discount, if
any, includible in income for each $25.00 of principal amount at Stated Maturity
of outstanding Securities during such year.

                                   ARTICLE XI
                     REDEMPTION OR PREPAYMENT OF SECURITIES

         SECTION 11.01. Applicability of This Article. Redemption of Securities
(whether by operation of a sinking fund or otherwise) as permitted or required
by any form of Security issued pursuant to this Indenture shall be made in
accordance with such form of


                                       60
<PAGE>

Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern. Except as otherwise set forth
in the form of Security for such series, each Security shall be subject to
partial redemption only in the amount of $25.00 or, in the case of the
Securities of a series issued to a BancorpSouth Capital Trust, $25.00, or
integral multiples thereof.

         SECTION 11.02. Election To Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
any Securities of any particular series and having the same terms, the Company
shall, not less than 45 nor more than 60 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and, in the case of Securities held by or on behalf of a
BancorpSouth Capital Trust, the Property Trustee of such date and of the
principal amount of Securities of that series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction. Any such notice given to the Trustee hereunder
shall include the information required by Section 11.04 hereof.

         SECTION 11.03. Selection of Securities to be Redeemed. If less than all
the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security all as designated to the Trustee by
the Company), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of a portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

         SECTION 11.04. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not later than the thirtieth
day, and not earlier than the sixtieth day, prior to the date fixed for
redemption, to each Holder of Securities to be redeemed, at the address of such
Holder as it appears in the Securities Register.


                                       61
<PAGE>

         With respect to Securities of each series to be redeemed, each notice
of redemption shall state:

                  (a)      the Redemption Date fixed for Securities of such
series;

                  (b)      the redemption price at which Securities of such
series are to be redeemed;

                  (c)      if less than all Outstanding Securities of such
particular series and having the same terms are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the particular Securities to be redeemed;

                  (d)      that on the date fixed for redemption, the redemption
price at which such Securities are to be redeemed will become due and payable
upon each such Security or portion thereof, and that interest thereon, if any,
shall cease to accrue on and after said date;

                  (e)      the place or places where such Securities are to be
surrendered for payment of the redemption price at which such Securities are to
be redeemed;

                  (f)      that the redemption is for a sinking fund, if such is
the case; and

                  (g)      such other provisions as may be required in respect
of the terms of a particular series of Securities.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice. In any case, a failure to give such notice by mail or any defect in the
notice to the Holder of any Security designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security.

         SECTION 11.05. Deposit of Redemption Price. Prior to 10:00 a.m. New
York City time on the redemption date specified in the notice of redemption
given as provided in Section 11.04, the Company will deposit with the Trustee or
with one or more Paying Agents an amount of money sufficient to redeem on the
Redemption Date all the Securities so called for redemption at the applicable
redemption price.

         SECTION 11.06. Payment of Securities Called for Redemption. If any
notice of redemption has been given as provided in Section 11.04, the Securities
or portion of Securities with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable redemption price. On presentation and surrender of such
Securities at a place of payment in said notice specified, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of that
same series, of authorized


                                       62
<PAGE>

denominations, in aggregate principal amount equal to the unredeemed portion of
the Security so presented and having the same Original Issue Date, Stated
Maturity and terms. If the Global Security is so surrendered, such new Security
will (subject to Section 3.06) also be a new Global Security.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

         SECTION 11.07. Company's Right of Redemption. If specified in
accordance with Section 3.01 with respect to the Securities of a particular
series and in addition to any additional redemption rights that may be so
specified, the Company may at any time, at its option, subject to the terms and
conditions of this Article XI and subject to the Company having received prior
approval of the Regulatory Authorities if then required under applicable capital
guidelines of the Regulatory Authorities, redeem this Security in whole or in
part at any time or from time to time prior to Maturity, subject to the terms of
the Securities of a particular series.

         If a Tax Event, a Capital Treatment Event or an Investment Company
Event (each a "Special Event") shall occur and be continuing, the Company may,
at its option and subject to receipt of prior approval of the Regulatory
Authorities if then required under applicable capital guidelines or policies of
the Regulatory Authorities and subject to the provisions of this Article XI of
the Indenture, prepay the Securities within 90 days after the occurrence of such
Special Event, in whole (but not in part), at a prepayment price (the "Special
Event Prepayment Price") equal to 100% of the principal amount of such
Securities.

         SECTION 11.08. Redemption Suspended During Event of Default. The
Trustee shall not redeem any Securities (unless all Securities then Outstanding
are to be redeemed) or commence the giving of any notice of redemption of
Securities during the continuance of any Event of Default known to the Trustee,
except that where the giving of notice of redemption of any Securities shall
therefore have been made, the Trustee shall, subject to the provisions of
Section 14.10, redeem such Securities, provided funds are deposited with it for
such purpose. Subject to the rights of the holders of Senior Indebtedness,
except as aforesaid, any moneys theretofore or thereafter received by the
Trustee shall, during the continuance of such Event of Default, be held in trust
for the benefit of the Holders and applied in the manner set forth in Section
5.06, provided, however, that in case such Event of Default shall have been
waived as provided herein or otherwise cured, such moneys shall thereafter be
held and applied in accordance with the provisions of this Article.

                                   ARTICLE XII
                              INTENTIONALLY OMITTED


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<PAGE>

                                  ARTICLE XIII
                                  SINKING FUNDS

         SECTION 13.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series if a sinking fund is specified in accordance with Section 3.01 as being
applicable to such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment". If provided
for by the terms of any Securities of any series, the base amount of any sinking
fund payment may be subject to reduction as provided in Section 13.02. Each
sinking fund payment shall be applied to the redemption (or purchase by tender
or otherwise) of Securities of any series as provided for by the terms of such
Securities.

         SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.
In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option, at
any time no more than 16 months and no less than 45 days prior to the date on
which such sinking fund payment is due, deliver to the Trustee Securities of
such series (together with the unmatured Coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company, except Securities of
such series that have been redeemed through the application of mandatory or
optional sinking fund payments pursuant to the terms of the Securities of such
series, accompanied by a Company Order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company by way of bona fide sale or other negotiation for value;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the redemption price for such Securities, as
specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than
45 days prior to each sinking fund payment date for any series of securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash in the currency in which the Securities of such
series are payable (except as provided pursuant to Section 3.01) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
pursuant to Section 13.02 and will also deliver to the Trustee any Securities to
be so delivered. Such Certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred
to, if any, on or before the succeeding sinking fund payment date. In the case
of the failure of the Company to deliver such Certificate (or, as required by
this Indenture, the Securities and coupons, if any, specified in such
Certificate) by the due date therefor, the sinking fund payment due on the
succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Securities of
such series subject to


                                       64
<PAGE>

a mandatory sinking fund payment without the right to deliver or credit
securities as provided in Section 13.02 and without the right to make the
optional sinking fund payment with respect to such series at such time.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the redemption price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.03) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 13.03. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 10.03) on the last sinking fund payment
date with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 11.06. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 10.03) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 3.01) equal to
the principal, premium, if any, and any interest accrued to the redemption date
for Securities or portions thereof to be redeemed on such sinking fund payment
date pursuant to this Section 13.03.

         Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XIII. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default


                                       65
<PAGE>

or Event of Default shall have been cured or waived herein, such moneys shall
thereafter be applied on the next sinking fund payment date for the Securities
of such series on which such moneys may be applied pursuant to the provisions of
this Section 13.03.

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

         SECTION 14.01. Securities Subordinate to Senior Debt. The Company
covenants and agrees, and each Holder of a Security, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter
set forth in this Article, the payment of the principal of (and premium, if any)
and interest (including any Additional Interest) on each and all of the
Securities are hereby expressly made subordinate and junior in right of payment
to the prior payment in full of all amounts then due and payable in respect of
all Senior Debt.

         SECTION 14.02. Payment Over of Proceeds Upon Dissolution, etc. In the
event of (a) any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company, its creditors or its property, (b) any
proceeding for the liquidation, dissolution, or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (c) any assignment by the Company for the benefit of creditors or
(d) any other marshaling of the assets of the Company (each such event, if any,
herein sometimes referred to as a "Proceeding"), then the holders of Senior Debt
shall be entitled to receive payment in full of principal of (and premium, if
any) and interest, if any, on such Senior Debt, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, before the Holders of the Securities are entitled
to receive or retain any payment or distribution of any kind or character,
whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other Debt
of the Company (including any series of the Securities) subordinated to the
payment of the Securities, such payment or distribution being hereinafter
referred to as a "Junior Subordinated Payment"), on account of principal of (or
premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary and to that end the holders of Senior Debt shall
be entitled to receive, for application to the payment thereof, any payment or
distribution of any kind or character, whether in cash, property or securities,
including any Junior Subordinated Payment, which may be payable or deliverable
in respect of the Securities in any such Proceeding; provided, however, that
holders of Senior Debt shall not be entitled to receive payment of any such
amounts to the extent that such holders would be required by the subordination
provisions of such Senior Debt to pay such amounts over to the obligees on trade
accounts payable or other liabilities arising in the ordinary course of
business.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all Senior Debt is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to a Responsible Officer of the


                                       66
<PAGE>

Trustee or, as the case may be, such Holder, then and in such event such payment
or distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Debt remaining unpaid, to the extent necessary to
pay all Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan or reorganization or readjustment which securities are subordinated in
right of payment to all then outstanding Senior Debt to substantially the same
extent as the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article VIII shall not be
deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by sale such properties and assets as an entirety, as the case may be,
shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article VIII.

         SECTION 14.03. Prior Payment to Senior Debt Upon Acceleration of
Securities. In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall first be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
will be entitled to receive or retain any payment or distribution of any kind or
character, whether in cash, property or securities (including any Junior
Subordinated Payment) by the Company on account of the principal of (or premium,
if any) or interest (including any Additional Interest) on the Securities or on
account of the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as
otherwise specified as contemplated by Section 3.01 for the Securities of any
series by delivering and crediting pursuant to Section 13.02 or as otherwise
specified as contemplated by Section 3.01 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration; provided further, however, that holders of Senior
Debt shall not be entitled to receive payment of any such amounts to the extent
that such holders would be required by the subordination provisions of such
Senior Debt to pay such amounts over to the obligees on trade accounts payable
or other liabilities arising in the ordinary course of business.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been


                                       67
<PAGE>

made known to a Responsible Officer of the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 14.02 would be applicable.

         SECTION 14.04. No Payment When Senior Debt in Default. (a) In the event
and during the continuation of any default by the Company in the payment of
principal of (or premium, if any) or interest, if any, on any Senior Debt, or in
the event that any event of default with respect to any Senior Debt shall have
occurred and be continuing and shall have resulted in such Senior Debt becoming
or being declared due and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist and such acceleration shall
have been rescinded or annulled, or (b) in the event any judicial proceeding
shall be pending with respect to any such default in payment or such event of
default, then no direct or indirect payment or distribution of any kind or
character, whether in cash, property or securities (including any Junior
Subordinated Payment), by set-off or otherwise, shall be made or agreed to be
made by the Company on account of principal of (or premium, if any) or interest
(including any Additional Interest), if any, on the Securities or on account of
any redemption, repayment, retirement, purchase or other acquisition of any
Securities by the Company or any Subsidiary; provided, however, that nothing in
this Section shall prevent the satisfaction of any sinking fund payment in
accordance with this Indenture or as otherwise specified as contemplated by
Section 3.01 for the Securities of any series by delivering and crediting
pursuant to Section 13.02 or as otherwise specified as contemplated by Section
3.01 for the Securities of any series which have been acquired (upon redemption
or otherwise) prior to such default in payment or event of default.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to a Responsible Officer of the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 14.02 would be applicable.

         SECTION 14.05. Payment Permitted If No Default. Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any
Proceeding referred to in Section 14.02 or under the conditions described in
Sections 14.03 and 14.04, from making payments at any time of principal of (and
premium, if any) or interest (including any Additional Interest) on the
Securities, or (b) the application by the Trustee of any money deposited with it
hereunder to the payment of or on account of the principal of (and premium, if
any) or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such payment by the
Company or application by the Trustee, as the case may be, it did not have
knowledge that such payment or


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application, as the case may be, would have been prohibited by the provisions of
this Article.

         SECTION 14.06. Subrogation to Rights of Holders of Senior Debt. Subject
to the payment of all Senior Debt to the extent required under Sections 14.02
and 14.03 of this Indenture, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
the Holders of the Securities shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Debt pursuant to the
provisions of this Article (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to Senior
Debt of the Company to substantially the same extent as the Securities are
subordinated to the Senior Debt and is entitled to like rights of subrogation by
reason of any payments or distributions made to holders of such Senior Debt) to
the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt
until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation or assignment, no
payments or distributions to the holders of the Senior Debt of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt, and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

         SECTION 14.07. Provisions Solely to Define Relative Rights. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as between the Company and the Holders of the Securities, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest
(including any Additional Interest) on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company of the Holders of the Securities and
creditors of the Company other than their rights in relation to the holders of
Senior Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture including, without limitation, filing and voting claims in any
Proceeding, subject to the rights, if any, under this Article of the holders of
Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

         SECTION 14.08. Trustee to Effectuate Subordination. Each Holder of a
Security by his or her acceptance thereof authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination provided in this Article and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

         SECTION 14.09. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the


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part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such
holder may have or be otherwise charged with.

         SECTION 14.10. Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Debt or from any
trustee, agent or representative therefor (whether or not the facts contained in
such notice are true); provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least two Business Days
prior to the date upon which by the terms hereof any monies may become payable
for any purpose (including, without limitation, the payment of the principal of
(and premium, if any) or interest (including any Additional Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it within two Business
Days prior to such date.

         SECTION 14.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Article VI, and the
Holders of the Securities shall be entitled to conclusively rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

         SECTION 14.12. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee, in its capacity as trustee under this Indenture, shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt and shall not be liable to
any such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Debt shall be entitled by virtue of
this Article or otherwise.

         SECTION 14.13. Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.


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         SECTION 14.14. Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee.

         SECTION 14.15. Certain Conversions or Exchanges Deemed Payment. For
purposes of this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Securities shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest (including any Additional Interest) on Securities or on
account of the purchase or other acquisition of Securities, and (b) the payment,
issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such Security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Company and (ii) securities of the Company which are
subordinated in right of payment to all Senior Debt which may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article.

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


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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed, all
as of the day and year first written above.


                                   BANCORPSOUTH, INC.,



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


                                   THE BANK OF NEW YORK, as Trustee,



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


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