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Bancorp South, Inc. to Acquire First State Bank of Central Texas
Wednesday, February 5, 2014 • Posted February 5, 2014

TUPELO, Miss., January 22, 2014/PRNewswire -- BancorpSouth, Inc. (NYSE: BXS), the parent company of BancorpSouth Bank (collectively referred to as “BancorpSouth”), announced today the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, whereby Central Community Corporation will be merged with and into BancorpSouth, Inc. Central Community Corporation is the parent company of First State Bank Central Texas (“First State Bank”), which is headquartered in Austin, Texas. BancorpSouth currently has one other acquisition pending, Ouachita Bancshares Corp., which was announced on January 8, 2014.

First State Bank operates 31 full-service banking offices; eleven (11) in the Austin - Round Rock, Texas area, eleven (11) in the Killeen - Temple - Fort Hood, Texas area, two (2) in Marble Falls, Texas, and seven (7) in various other communities in central Texas. As of December 31, 2013 (unaudited), Central Community Corporation, on a consolidated basis, reported total assets of $1.3 billion, total loans of $555.5 million and total deposits of $1.1 billion.

Under the terms of the definitive agreement, BancorpSouth will issue approximately 7,250,000 shares of BancorpSouth common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation capital stock, subject to certain conditions and potential adjustments. The terms of the agreement provide that BancorpSouth will acquire Central Community Corporation’s interest in First State Bank, Central Community Capital Trust 1, and First Central Union Capital Trust 1. Prior to the consummation of the transaction, Central Community Corporation will divest its interest in all other subsidiaries which, in aggregate, have book values totaling approximately $12 million. In addition, First State Bank will divest its interest in foreclosed property with book values totaling approximately $15 million.

“We are very excited about the opportunity with Don Grobowsky and his team at First State Bank,” commented Dan Rollins, Chief Executive Officer of BancorpSouth. “First State Bank is a bank with a very rich 100-plus year history and currently is the largest independent bank headquartered in Austin. This merger will give us the opportunity to expand our footprint into the vibrant central Texas market. The Austin, Texas MSA consistently ranks at or near the top of almost all statistical publications regarding economic drivers and activity. First State Bank has an operating philosophy and culture that will be a great fit with our bank and we expect their team to be an integral component of BancorpSouth’s ability to continue to grow.”

“We would like to welcome the BancorpSouth family to central Texas,” stated Donald Grobowsky, Chairman, President, and Chief Executive Officer of Central Community Corporation. “We are excited about the additional products, services, and resources that our partnership with BancorpSouth will provide to our customers. Both organizations have been built on superior customer service and a commitment to the communities they serve. We look forward to partnering with the entire BancorpSouth team and contributing to the growth and success of our combined franchise.”

Upon completion of the merger, Don Grobowsky will join the Boards of Directors of BancorpSouth, Inc. and BancorpSouth Bank. He will also serve as BancorpSouth’s Central Texas Area Chairman. Gerry Gamble will serve as Division President of the Austin Division, Richard Procter will serve as the Division President of the Hill Country Division and Randy Ramsey will serve as the Division President of the Temple Division. In addition, all of First State Bank’s current market Presidents will continue to serve in their current roles.

The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2014. The transaction is subject to certain conditions, including the approval by Central Community Corporation’s shareholders and customary regulatory approvals. Operational integration is anticipated to begin during the third quarter of 2014.

Central Community Corporation was advised in this transaction by Commerce Street Capital, LLC as financial advisor and Fenimore, Kay, Harrison & Ford, LLP as legal counsel. Bracewell & Guiliani LLP was legal counsel to BancorpSouth.

In addition to the information contained within this announcement, an Investor Presentation has been posted on BancorpSouth’s website (www.bancorpsouth.com) containing additional information regarding this transaction.

Rick Tisdale, Manager of the Llano and Mason offices of First State Bank, told the Mason County News that all local employees will stay the same and they will continue to offer the services and products that local customers have come to expect. “I am excited to be a part of Bancorp South,” Tisdale said.

About BancorpSouth, Inc.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with

$13.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 292 commercial banking, mortgage and insurance locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

In connection with the proposed merger, BancorpSouth, Inc. will file a registration statement on Form S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and Central Community Corporation are encouraged to read the registration statement, including the proxy statement/prospectus that will be a part of the registration statement, because it will contain important information about the merger, BancorpSouth and Central Community Corporation After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be available for free on the SEC’s web site (www.sec.gov), and the proxy statement/prospectus will also be made available for free from the Corporate Secretary of each of BancorpSouth and Central Community Corporation

In connection with the proposed merger of Ouachita Bancshares Corp. with and into BancorpSouth, BancorpSouth will file a registration statement on Form S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and Ouachita Bancshares Corp. are encouraged to read the registration statement, including the proxy statement/prospectus that will be a part of the registration statement, because it will contain important information about the merger, BancorpSouth and Ouachita Bancshares Corp. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be available for free on the SEC’s web site (www.sec.gov), and the proxy statement/prospectus will also be made available for free from the Corporate Secretary of each of BancorpSouth and Ouachita Bancshares Corp.

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