10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________________________________

FORM 10-Q/A

(Mark One)

 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________    to    ________________

Commission File Number:  001-12991

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	64-0659571
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Mississippi Plaza, 201 South Spring Street          Tupelo, Mississippi	38804
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (662) 680-2000

NOT APPLICABLE

 (Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  [X]   No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X] Yes [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):  Large accelerated filer [X]  Accelerated filer [  ]  Non-accelerated filer (Do not check if a smaller reporting company) [  ]  Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 As of August 1, 2011, the registrant had outstanding 83,488,963 shares of common stock, par value $2.50 per share.

EXPLANATORY NOTE

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “10-Q”), is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.

ITEM 6.  EXHIBITS.

(3) (a) Restated Articles of Incorporation, as amended. (1)

(b)Bylaws, as amended and restated. (2)

(c)Amendment No. 1 to Amended and Restated Bylaws. (3)

(d)Amendment No. 2 to Amended and Restated Bylaws. (4)

(e)Amendment No. 3 to Amended and Restated Bylaws. (4)

(4) (a) Specimen Common Stock Certificate. (5)

(b) Amended and Restated Certificate of Trust of BancorpSouth Capital Trust I. (6)

(c) Second Amended and Restated Trust Agreement of BancorpSouth Capital Trust I, dated as of January 28, 2002, between BancorpSouth, Inc., The Bank of New York, The Bank of New York (Delaware) and the Administrative Trustees named therein. (7)

(d) Junior Subordinated Indenture, dated as of January 28, 2002, between BancorpSouth, Inc. and The Bank of New York. (7)

(e) Guarantee Agreement, dated as of January 28, 2002, between BancorpSouth, Inc. and The Bank of New York. (7)

(f) Junior Subordinated Debt Security Specimen. (7)

(g)Trust Preferred Security Certificate for BancorpSouth Capital Trust I. (7)

(h) Certain instruments defining the rights of certain holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request.

(10.1) Amendment to BancorpSouth, Inc. Long-Term Equity Incentive Plan. (8)

(31.1) Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

(31.2) Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

(32.1) Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

(32.2) Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

(101)** Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2010, is formatted in XBRL (Extensible Business Reporting Language) interactive data files: (i) the Consolidated Balance Sheets as of September 30, 2010 and 2009, and December 31, 2009, (ii) the Consolidated Statements of Income for each of the three-month and nine-month periods ended September 30, 2010 and 2009, (iii) the Consolidated Statements of Cash Flows for each of the nine-month periods ended September 30, 2010 and 2009, and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.

____________________________

(1) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2009 (file number 1-12991) and incorporated by reference thereto.

(2) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998 (file number 1-12991) and incorporated by reference thereto.

(3) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (file number 1-12991) and incorporated by reference thereto.

(4) Filed as exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 26, 2007 (file number 1-12991) and incorporated by reference thereto.

(5) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (file number 0-10826) and incorporated by reference thereto.

(6) Filed as exhibit 4.12 to the Company’s registration statement on Form S-3 filed on November 2, 2001 (Registration No. 33-72712) and incorporated by reference thereto.

(7) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 28, 2002 (file number 1-12991) and incorporated by reference thereto.

 (8) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 8, 2011 (file number 1-12991) and incorporated by reference thereto.

* Filed with the 10-Q.

** Furnished, not filed, herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BancorpSouth, Inc.                                                      

         (Registrant)

DATE:  August 9, 2011                                                                                       /s/ William L. Prater

William L. Prater

Treasurer and

Chief Financial Officer

XML



DERIVATIVE INSTRUMENTS (Details) (USD $)	Jun. 30, 2011	Jun. 30, 2010
Forward Commitments to Sell Fixed-Rate Mortgage Loans [Member]
Derivative [Line Items]
Notional amount	$ 131,100,000	$ 158,400,000
Difference in carrying value and fair value, reflecting a loss	149,000	1,800,000
Commitments To Fund Fixed-Rate Mortgage Loans [Member]
Derivative [Line Items]
Notional amount	83,600,000	127,800,000
Difference in carrying value and fair value, reflecting a gain	990,000	2,200,000
Interest Rate Swap [Member]
Derivative [Line Items]
Notional amount	$ 504,300,000
Average maturity (in months)	68M
Average interest receive rate (in hundredths)	2.50%
Average interest pay rate (in hundredths)	6.00%

XML



Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
SHAREHOLDERS' EQUITY
Common Stock, par value	$ 2.50	$ 2.50	$ 2.50
Common Stock, shares Authorized	500,000,000	500,000,000	500,000,000
Common Stock, shares Issued	83,488,962	83,481,737	83,481,738

XML



Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
INTEREST REVENUE:
Loans and leases	$ 116,892	$ 124,621	$ 234,250	$ 251,577
Deposits with other banks	124	33	246	54
Federal funds sold and securities purchased under agreement to resell	35	143	166	225
Held-to-maturity securities:
Taxable	5,066	9,363	13,080	18,778
Tax-exempt	2,291	2,412	5,638	4,873
Available-for-sale securities:
Taxable	10,451	8,030	19,036	16,415
Tax-exempt	1,871	833	2,695	1,665
Loans held for sale	505	727	952	1,233
Total interest revenue	137,235	146,162	276,063	294,820
Deposits:
Interest bearing demand	6,039	9,751	12,585	19,143
Savings	810	915	1,636	1,804
Other time	16,285	21,535	33,768	43,064
Federal funds purchased and securities sold under agreement to repurchase	135	215	287	443
Federal Home Loan Bank borrowings	1,194	1,553	2,717	3,433
Junior subordinated debt	2,860	2,862	5,719	5,717
Other	0	2	2	5
Total interest expense	27,323	36,833	56,714	73,609
Net interest revenue	109,912	109,329	219,349	221,211
Provision for credit losses	32,240	62,354	85,719	105,873
Net interest revenue, after provision for credit losses	77,672	46,975	133,630	115,338
NONINTEREST REVENUE:
Mortgage lending	2,003	(2,304)	9,584	2,721
Credit card, debit card and merchant fees	11,263	9,333	21,609	18,143
Service charges	16,556	18,953	31,924	35,215
Trust income	2,850	2,707	5,984	5,294
Security gains (losses), net	10,045	(585)	10,062	712
Insurance commissions	22,941	21,666	45,490	43,334
Other	9,486	7,316	18,802	14,999
Total noninterest revenue	75,144	57,086	143,455	120,418
NONINTEREST EXPENSE:
Salaries and employee benefits	70,142	68,189	140,517	137,476
Occupancy, net of rental income	10,232	10,527	20,903	21,302
Equipment	5,595	5,877	11,253	11,616
Deposit insurance assessments	6,436	4,362	11,861	8,612
Prepayment penalty on FHLB borrowings	9,778	0	9,778	0
Other	34,886	31,061	72,767	61,493
Total noninterest expense	137,069	120,016	267,079	240,499
Income (loss) before income taxes	15,747	(15,955)	10,006	(4,743)
Income tax (benefit) expense	2,921	(3,395)	(2,326)	(579)
Net income (loss)	$ 12,826	$ (12,560)	$ 12,332	$ (4,164)
Earnings (loss) per share: Basic	$ 0.15	$ (0.15)	$ 0.15	$ (0.05)
Diluted	$ 0.15	$ (0.15)	$ 0.15	$ (0.05)
Dividends declared per common share	$ 0.01	$ 0.22	$ 0.12	$ 0.44

XML



OTHER NONINTEREST INCOME AND EXPENSE (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other noninterest income [Abstract]
Annuity fees	$ 1,094	$ 698	$ 2,390	$ 1,479
Brokerage commissions and fees	1,437	1,419	3,075	2,736
Bank-owned life insurance	2,223	1,972	3,922	3,641
Other miscellaneous income	4,732	3,227	9,415	7,143
Total other noninterest income	9,486	7,316	18,802	14,999
Other noninterest expense [Abstract]
Advertising	1,291	1,196	2,180	1,852
Foreclosed property expense	3,765	3,813	10,847	7,351
Telecommunications	2,036	2,494	4,179	4,694
Public relations	1,554	1,656	3,068	3,304
Data processing	2,365	1,594	4,666	3,064
Computer software	1,899	1,900	3,747	3,604
Amortization of intangibles	833	984	1,687	1,999
Legal fees	1,095	1,313	3,681	2,641
Postage and shipping	1,171	1,178	2,468	2,538
Other miscellaneous expense	18,877	14,933	36,244	30,446
Total other noninterest expense	$ 34,886	$ 31,061	$ 72,767	$ 61,493

XML



LOANS AND LEASES (Tables)

6 Months Ended

Jun. 30, 2011

LOANS AND LEASES [Abstract]

Gross Loans and Leases by Segment and Class

A summary of gross loans and leases by segment and class as of the dates indicated follows:

	June 30,				December 31,
	2011		2010		2010
	(In thousands)
Commercial and industrial	$	1,540,048	$	1,499,152	$	1,505,471
Real estate
Consumer mortgages		1,971,499		1,981,475		1,951,563
Home equity		531,787		555,281		543,272
Agricultural		255,310		260,489		252,292
Commercial and industrial-owner occupied		1,366,734		1,407,704		1,331,473
Construction, acquisition and development		1,060,675		1,419,303		1,174,743
Commercial		1,764,648		1,794,644		1,816,951
Credit cards		101,955		102,784		106,345
All other		663,223		670,791		694,241
Total	$	9,255,879	$	9,691,623	$	9,376,351

Loans and Leases, Net of Unearned Income by Segment, Class and Geographical Location

The following table shows the Company’s  loans and leases, net of unearned income, as of June 30, 2011 by segment, class and geographical location:

	Alabama								Greater
	and Florida								Memphis		Northeast		Texas and
	Panhandle		Arkansas		Mississippi		Missouri		Area		Tennessee		Louisiana		Other		Total
	(In thousands)
Commercial and industrial	$	63,477	$	219,533	$	322,786	$	85,073	$	24,045	$	84,544	$	274,812	$	452,416	$	1,526,686
Real estate
Consumer mortgages		114,266		273,338		779,838		66,163		87,596		164,453		412,493		73,352		1,971,499
Home equity		64,043		43,224		178,305		29,297		73,790		79,307		62,617		1,204		531,787
Agricultural		7,338		73,285		75,142		5,642		16,248		13,629		58,370		5,656		255,310
Commercial and industrial-owner occupied		125,567		175,098		472,765		74,684		109,132		101,806		246,369		61,313		1,366,734
Construction, acquisition and development		133,335		86,795		273,624		88,309		128,537		130,962		208,406		10,707		1,060,675
Commercial		195,722		340,963		344,926		241,209		132,670		105,507		354,065		49,586		1,764,648
Credit cards		-		-		-		-		-		-		-		101,955		101,955
All other		14,936		42,680		79,088		1,409		48,596		28,516		29,521		390,513		635,259
Total	$	718,684	$	1,254,916	$	2,526,474	$	591,786	$	620,614	$	708,724	$	1,646,653	$	1,146,702	$	9,214,553

Aging of Loan and Lease Portfolio, Net of Unearned Income, by Segment and Class

The following tables provide details regarding the aging of the Company’s loan and lease portfolio, net of unearned income, by segment and class at June 30, 2011 and December 31, 2010:

	June 30, 2011
													90+ Days
	30-59 Days		60-89 Days		90+ Days		Total				Total		Past Due still
	Past Due		Past Due		Past Due		Past Due		Current		Outstanding		Accruing
	(In thousands)
Commercial and industrial	$	7,022	$	1,691	$	2,503	$	11,216	$	1,515,470	$	1,526,686	$	118
Real estate
Consumer mortgages		14,463		7,639		12,713		34,815		1,936,684		1,971,499		2,482
Home equity		2,779		348		912		4,039		527,748		531,787		242
Agricultural		2,600		318		2,841		5,759		249,551		255,310		-
Commercial and industrial-owner occupied		5,169		2,405		12,518		20,092		1,346,642		1,366,734		-
Construction, acquisition and development		11,375		17,150		64,323		92,848		967,827		1,060,675		432
Commercial		5,433		1,758		18,980		26,171		1,738,477		1,764,648		19
Credit cards		530		337		630		1,497		100,458		101,955		299
All other		2,725		312		894		3,931		631,328		635,259		388
Total	$	52,096	$	31,958	$	116,314	$	200,368	$	9,014,185	$	9,214,553	$	3,980

	December 31, 2010
													90+ Days
	30-59 Days		60-89 Days		90+ Days		Total				Total		Past Due still
	Past Due		Past Due		Past Due		Past Due		Current		Outstanding		Accruing
	(In thousands)
Commercial and industrial	$	13,037	$	848	$	12,000	$	25,885	$	1,465,298	$	1,491,183	$	675
Real estate
Consumer mortgages		16,937		4,481		20,640		42,058		1,909,505		1,951,563		6,521
Home equity		1,258		800		755		2,813		540,459		543,272		173
Agricultural		1,140		3,450		3,527		8,117		244,175		252,292		123
Commercial and industrial-owner occupied		9,260		1,290		7,323		17,873		1,313,600		1,331,473		20
Construction, acquisition and development		22,436		9,837		94,264		126,537		1,048,206		1,174,743		197
Commercial		4,409		4,712		10,507		19,628		1,797,323		1,816,951		-
Credit cards		793		373		780		1,946		104,399		106,345		330
All other		2,058		1,117		847		4,022		661,263		665,285		461
Total	$	71,328	$	26,908	$	150,643	$	248,879	$	9,084,228	$	9,333,107	$	8,500

Loan and Lease Portfolio, Net of Unearned Income, by Segment, Class and Internally Assigned Grade

The following tables provide details of the Company’s loan and lease portfolio, net of unearned income, by segment, class and internally assigned grade at June 30, 2011 and December 31, 2010:

	June 30, 2011
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
	(In thousands)
Commercial and industrial	$	1,477,497	$	1,312	$	40,160	$	1,282	$	450	$	5,985	$	1,526,686
Real estate
Consumer mortgage		1,817,381		3,885		123,392		3,485		87		23,269		1,971,499
Home equity		512,791		793		16,501		427		605		670		531,787
Agricultural		229,001		2,486		16,507		-		-		7,316		255,310
Commercial and industrial-owner occupied		1,269,218		2,304		73,272		651		99		21,190		1,366,734
Construction, acquisition and development		728,194		20,348		114,222		594		286		197,031		1,060,675
Commercial		1,606,844		9,130		102,762		59		-		45,853		1,764,648
Credit Cards		101,645		11		281		18		-		-		101,955
All other		613,573		76		18,847		411		9		2,343		635,259
Total	$	8,356,144	$	40,345	$	505,944	$	6,927	$	1,536	$	303,657	$	9,214,553

	December 31, 2010
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
	(In thousands)
Commercial and industrial	$	1,429,443	$	5,764	$	51,562	$	1,577	$	701	$	2,136	$	1,491,183
Real estate
Consumer mortgage		1,813,740		1,867		104,504		3,106		123		28,223		1,951,563
Home equity		527,047		1,231		13,169		613		361		851		543,272
Agricultural		226,054		309		21,614		-		20		4,295		252,292
Commercial and industrial-owner occupied		1,250,265		1,422		62,783		900		30		16,073		1,331,473
Construction, acquisition and development		845,725		1,882		138,929		2,243		1,046		184,918		1,174,743
Commercial		1,688,228		5,565		86,358		98		495		36,207		1,816,951
Credit Cards		106,181		11		146		7		-		-		106,345
All other		641,292		35		22,735		477		44		702		665,285
Total	$	8,527,975	$	18,086	$	501,800	$	9,021	$	2,820	$	273,405	$	9,333,107

Impaired Loans and Leases, Net of Unearned Income, by Segment and Class

The following tables provide details regarding impaired loans and leases, net of unearned income, by segment and class at June 30, 2011 and December 31, 2010:

	June 30, 2011
			Unpaid				Average Recorded Investment				Interest Income Recognized
	Recorded		Principal		Related		Three months		Six months		Three months		Six months
	Investment in		Balance of		Allowance for		ended		ended		ended		ended
	Impaired Loans		Impaired Loans		Credit Losses		June 30, 2011		June 30, 2011		June 30, 2011		June 30, 2011
	(In thousands)
With no related allowance:
Commercial and industrial	$	4,395	$	6,269	$	-	$	5,589	$	4,258	$	31	$	36
Real estate
Consumer mortgage		15,758		19,023		-		27,727		23,897		195		259
Home equity		456		561		-		632		489		-		-
Agricultural		2,101		2,177		-		3,808		3,120		18		18
Commercial and industrial-owner occupied		12,060		16,955		-		12,727		10,162		53		110
Construction, acquisition and development		118,763		160,553		-		156,510		122,221		391		461
Commercial		10,681		14,502		-		23,220		23,506		112		160
All other		819		5,297		-		2,283		1,535		51		59
Total	$	165,033	$	225,337	$	-	$	232,496	$	189,188	$	851	$	1,103
With an allowance:
Commercial and industrial	$	1,590	$	1,688	$	456	$	3,794	$	4,342	$	5	$	5
Real estate
Consumer mortgage		7,985		8,089		2,278		16,603		17,987		102		249
Home equity		214		214		39		144		385		1		1
Agricultural		5,215		5,690		1,729		4,202		3,887		4		18
Commercial and industrial-owner occupied		9,130		9,450		3,151		12,191		12,150		45		58
Construction, acquisition and development		78,268		85,856		27,721		87,236		95,224		572		965
Commercial		35,172		37,386		10,642		34,377		31,134		183		399
All other		1,050		1,050		794		3,396		1,706		4		5
Total	$	138,624	$	149,423	$	46,810	$	161,943	$	166,815	$	916	$	1,700
Total:
Commercial and industrial	$	5,985	$	7,957	$	456	$	9,383	$	8,600	$	36	$	41
Real estate
Consumer mortgage		23,743		27,112		2,278		44,330		41,884		297		508
Home equity		670		775		39		776		874		1		1
Agricultural		7,316		7,867		1,729		8,010		7,007		22		36
Commercial and industrial-      owner occupied		21,190		26,405		3,151		24,918		22,312		98		168
Construction, acquisition and   development		197,031		246,409		27,721		243,746		217,445		963		1,426
Commercial		45,853		51,888		10,642		57,597		54,640		295		559
All other		1,869		6,347		794		5,679		3,241		55		64
Total	$	303,657	$	374,760	$	46,810	$	394,439	$	356,003	$	1,767	$	2,803

	December 31, 2010
			Unpaid
	Recorded		Principal		Related
	Investment in		Balance of		Allowance for
	Impaired Loans		Impaired Loans		Credit Losses
	(In thousands)
With no related allowance:
Commercial and industrial	$	1,457	$	2,600	$	-
Real estate
Consumer mortgage		11,228		14,273		-
Home equity		290		629		-
Agricultural		1,439		1,981		-
Commercial and industrial-owner occupied		10,920		12,371		-
Construction, acquisition and development		80,204		120,938		-
Commercial		15,795		20,478		-
All other		702		931		-
Total	$	122,035	$	174,201	$	-
With an allowance:
Commercial and industrial	$	679	$	977	$	125
Real estate
Consumer mortgage		16,995		16,644		4,226
Home equity		561		561		41
Agricultural		2,856		3,132		544
Commercial and industrial-owner occupied		5,153		5,298		1,361
Construction, acquisition and development		104,714		123,538		29,195
Commercial		20,412		21,026		5,227
All other		-		-		-
Total	$	151,370	$	171,176	$	40,719
Total:
Commercial and industrial	$	2,136	$	3,577	$	125
Real estate
Consumer mortgage		28,223		30,917		4,226
Home equity		851		1,190		41
Agricultural		4,295		5,113		544
Commercial and industrial-owner occupied		16,073		17,669		1,361
Construction, acquisition and development		184,918		244,476		29,195
Commercial		36,207		41,504		5,227
All other		702		931		-
Total	$	273,405	$	345,377	$	40,719

 The following tables provide details regarding impaired construction, acquisition and development loans and leases, net of unearned income, by collateral type at June 30, 2011 and December 31, 2010:

	June 30, 2011
			Unpaid				Average Recorded Investment				Interest Income Recognized
	Recorded		Principal		Related		Three months		Six months		Three months		Six months
	Investment in		Balance of		Allowance for		ended		ended		ended		ended
	Impaired Loans		Impaired Loans		Credit Losses		June 30, 2011		June 30, 2011		June 30, 2011		June 30, 2011
	(In thousands)
With no related allowance:
Multi-family construction	$	9,174	$	11,756	$	-	$	10,205	$	9,466	$	-	$	-
One-to-four family construction		14,297		17,753		-		11,172		7,861		28		33
Recreation and all other loans		774		1,230		-		660		403		3		4
Commercial construction		8,157		12,097		-		20,194		15,974		53		55
Commercial acquisition and development		19,232		25,254		-		24,619		20,560		49		49
Residential acquisition and development		67,129		92,463		-		89,660		67,957		258		320
Total	$	118,763	$	160,553	$	-	$	156,510	$	122,221	$	391	$	461
With an allowance:
Multi-family construction	$	-	$	-	$	-	$	981	$	1,184	$	-	$	-
One-to-four family construction		8,871		8,977		2,535		5,113		5,120		44		44
Recreation and all other loans		-		-		0		291		474		-		2
Commercial construction		8,460		12,532		2,264		7,210		8,452		25		70
Commercial acquisition and development		17,203		17,695		6,083		16,463		16,505		175		331
Residential acquisition and development		43,734		46,652		16,839		57,178		63,489		328		518
Total	$	78,268	$	85,856	$	27,721	$	87,236	$	95,224	$	572	$	965
Total:
Multi-family construction	$	9,174	$	11,756	$	-	$	11,186	$	10,650	$	-	$	-
One-to-four family construction		23,168		26,730		2,535		16,285		12,981		72		77
Recreation and all other loans		774		1,230		-		951		877		3		6
Commercial construction		16,617		24,629		2,264		27,404		24,426		78		125
Commercial acquisition and development		36,435		42,949		6,083		41,082		37,065		224		380
Residential acquisition and development		110,863		139,115		16,839		146,838		131,446		586		838
Total	$	197,031	$	246,409	$	27,721	$	243,746	$	217,445	$	963	$	1,426

`	December 31, 2010
			Unpaid
	Recorded		Principal		Related
	Investment in		Balance of		Allowance for
	Impaired Loans		Impaired Loans		Credit Losses
	(In thousands)
With no related allowance:
Multi-family construction	$	8,293	$	9,975	$	-
One-to-four family construction		6,511		11,749		-
Recreation and all other loans		392		580		-
Commercial construction		11,171		13,062		-
Commercial acquisition and development		7,897		12,501		-
Residential acquisition and development		45,940		73,071		-
Total	$	80,204	$	120,938	$	-
With an allowance:
Multi-family construction	$	1,904	$	6,978	$	4
One-to-four family construction		11,939		14,846		932
Recreation and all other loans		498		498		148
Commercial construction		12,459		12,612		5,246
Commercial acquisition and development		21,575		21,575		8,424
Residential acquisition and development		56,339		67,029		14,441
Total	$	104,714	$	123,538	$	29,195
Total:
Multi-family construction	$	10,197	$	16,953	$	4
One-to-four family construction		18,450		26,595		932
Recreation and all other loans		890		1,078		148
Commercial construction		23,630		25,674		5,246
Commercial acquisition and development		29,472		34,076		8,424
Residential acquisition and development		102,279		140,100		14,441
Total	$	184,918	$	244,476	$	29,195

Non-Performing Loans and Leases

The following table presents information concerning NPLs as of the dates indicated:

	June 30,				December 31,
	2011		2010		2010
	(In thousands)
Non-accrual loans and leases	$	331,076	$	263,758	$	347,499
Loans and leases 90 days or more past due, still accruing		3,980		17,696		8,500
Restructured loans and leases still accruing		44,786		20,813		38,376
Total non-performing loans and leases	$	379,842	$	302,267	$	394,375

Nonaccrual Loans and Leases by Segment and Class

The following table presents the Company’s nonaccrual loans and leases by segment and class as of the dates indicated:

	June 30,				December 31,
	2011		2010		2010
	(In thousands)
Commercial and industrial	$	9,337	$	6,280	$	13,075
Real estate
Consumer mortgages		34,174		22,618		34,021
Home equity		1,232		1,565		811
Agricultural		8,526		3,972		7,589
Commercial and industrial-owner occupied		26,387		12,061		20,338
Construction, acquisition and development		200,434		174,725		211,547
Commercial		48,571		38,921		57,766
Credit cards		546		726		720
All other		1,869		2,890		1,632
Total	$	331,076	$	263,758	$	347,499

XML



Document And Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Aug. 01, 2011	Jun. 30, 2010
Entity Registrant Name	BANCORPSOUTH INC
Entity Central Index Key	0000701853
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1,417,000,000
Entity Common Stock, Shares Outstanding		83,488,963
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011

XML



SEGMENT REPORTING (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Results of Operations
Net interest revenue	$ 109,912	$ 109,329	$ 219,349	$ 221,211
Provision for credit losses	32,240	62,354	85,719	105,873
Net interest revenue after provision for credit losses	77,672	46,975	133,630	115,338
Noninterest revenue	75,144	57,086	143,455	120,418
Noninterest expense	137,069	120,016	267,079	240,499
Income (loss) before income taxes	15,747	(15,955)	10,006	(4,743)
Income tax expense (benefit)	2,921	(3,395)	(2,326)	(579)
Net income (loss)	12,826	(12,560)	12,332	(4,164)
Selected Financial Information
Total assets at end of period	13,367,050	13,421,004	13,367,050	13,421,004	13,615,010
Depreciation and amortization	8,148	8,346	16,476	16,904
Community Banking [Member]
Results of Operations
Net interest revenue	102,880	99,271	205,543	200,611
Provision for credit losses	32,534	58,789	85,775	100,738
Net interest revenue after provision for credit losses	70,346	40,482	119,768	99,873
Noninterest revenue	40,913	27,474	68,905	53,766
Noninterest expense	91,936	77,975	174,654	155,585
Income (loss) before income taxes	19,323	(10,019)	14,019	(1,946)
Income tax expense (benefit)	4,063	(2,132)	1,962	(238)
Net income (loss)	15,260	(7,887)	12,057	(1,708)
Selected Financial Information
Total assets at end of period	10,483,137	10,956,724	10,483,137	10,956,724
Depreciation and amortization	6,107	6,678	12,381	13,634
Insurance Agencies [Member]
Results of Operations
Net interest revenue	84	146	179	294
Provision for credit losses	0	0	0	0
Net interest revenue after provision for credit losses	84	146	179	294
Noninterest revenue	22,890	21,625	45,427	43,359
Noninterest expense	19,011	18,074	37,063	35,477
Income (loss) before income taxes	3,963	3,697	8,543	8,176
Income tax expense (benefit)	1,576	1,457	3,401	3,239
Net income (loss)	2,387	2,240	5,142	4,937
Selected Financial Information
Total assets at end of period	171,122	173,210	171,122	173,210
Depreciation and amortization	972	1,104	1,946	2,164
General Corporate and Other [Member]
Results of Operations
Net interest revenue	6,948	9,912	13,627	20,306
Provision for credit losses	(294)	3,565	(56)	5,135
Net interest revenue after provision for credit losses	7,242	6,347	13,683	15,171
Noninterest revenue	11,341	7,987	29,123	23,293
Noninterest expense	26,122	23,967	55,362	49,437
Income (loss) before income taxes	(7,539)	(9,633)	(12,556)	(10,973)
Income tax expense (benefit)	(2,718)	(2,720)	(7,689)	(3,580)
Net income (loss)	(4,821)	(6,913)	(4,867)	(7,393)
Selected Financial Information
Total assets at end of period	2,712,791	2,291,070	2,712,791	2,291,070
Depreciation and amortization	$ 1,069	$ 564	$ 2,149	$ 1,106

XML



SECURITIES (Tables)

6 Months Ended

Jun. 30, 2011

Investments, Debt and Equity Securities [Abstract]

Amortized Cost and Estimated Fair Values of Held-to-Maturity Securities

Amortized cost and estimated fair values of held-to-maturity securities as of December 31, 2010 follow:

	December 31, 2010
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
U.S. Government agencies	$	1,246,649	$	27,082	$	4,320	$	1,269,411
Obligations of states and political subdivisions		366,370		4,286		7,376		363,280
Total	$	1,613,019	$	31,368	$	11,696	$	1,632,691

Amortized Cost and Estimated Fair Values of Available-for-sale Securities

A comparison of amortized cost and estimated fair values of available-for-sale securities as of June 30, 2011 and December 31, 2010 follows:

	June 30, 2011
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
U.S. Government agencies	$	1,565,900	$	33,475	$	144	$	1,599,231
Government agency issued residential
mortgage-backed securities		425,416		6,847		1,861		430,402
Government agency issued commercial
mortgage-backed securities		30,420		1,325		118		31,627
Obligations of states and political subdivisions		472,860		14,727		934		486,653
Other		12,161		750		-		12,911
Total	$	2,506,757	$	57,124	$	3,057	$	2,560,824

	December 31, 2010
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
U.S. Government agencies	$	416,005	$	17,153	$	-	$	433,158
Government agency issued residential
mortgage-backed securities		498,874		5,954		1,599		503,229
Government agency issued commercial
mortgage-backed securities		29,582		676		264		29,994
Obligations of states and political subdivisions		110,946		965		1,746		110,165
Other		18,943		573		-		19,516
Total	$	1,074,350	$	25,321	$	3,609	$	1,096,062

Amortized Cost and Estimated Fair Value of Investments by Contractual Maturity

The amortized cost and estimated fair value of available-for-sale securities at June 30, 2011 by contractual maturity are shown below.  Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  Equity securities are considered as maturing after ten years.

	June 30, 2011
			Estimated		Weighted
	Amortized		Fair		Average
	Cost		Value		Yield
	(Dollars in thousands)
Maturing in one year or less	$	330,416	$	337,666		5.09	%
Maturing after one year through five years		1,443,567		1,468,183		2.00
Maturing after five years through ten years		266,506		273,532		3.48
Maturing after ten years		466,268		481,443		5.61
Total	$	2,506,757	$	2,560,824

Temporarily Impaired Available-for-sale Securities with Continuous Unrealized Loss Positions

The following tables summarize information pertaining to temporarily impaired available-for-sale securities with continuous unrealized loss positions at June 30, 2011 and December 31, 2010:

	June 30, 2011
	Continuous Unrealized Loss Position
	Less Than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(In thousands)
Available-for-sale securities:
U.S. Government agencies	$	79,782	$	(144	)	$	-	$	-		$	79,782	$	(144	)
Government agency issued residential
mortgage-backed securities		140,877		(1,861	)		-		-			140,877		(1,861	)
Government agency issued commercial
mortgage-backed securities		2,097		(35	)		3,963		(83	)		6,060		(118	)
Obligations of states and														-
political subdivisions		35,576		(814	)		1,248		(120	)		36,824		(934	)
Other		-		-			-		-			-		-
Total	$	258,332	$	(2,854	)	$	5,211	$	(203	)	$	263,543	$	(3,057	)

	December 31, 2010
	Continuous Unrealized Loss Position
	Less Than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(In thousands)
Held-to-maturity securities:
U.S. Government agencies	$	-	$	-	$	-	$	-	$	-	$	-
Obligations of states and
political subdivisions		20,322		332		9,327		338		29,649		670
Total	$	20,322	$	332	$	9,327	$	338	$	29,649	$	670
Available-for-sale securities:
U.S. Government agencies	$	48,881	$	207	$	-	$	-	$	48,881	$	207
Government agency issued residential
mortgage-backed securities		6,320		122		-		-		6,320		122
Government agency issued commercial
mortgage-backed securities		1,384		19		2,598		66		3,982		85
Obligations of states and												-
political subdivisions		36,704		297		2,459		205		39,163		502
Collateralized debt obligations		-		-		5		1		5		1
Other		-		-		-		-		-		-
Total	$	93,289	$	645	$	5,062	$	272	$	98,351	$	917

XML



PENSION BENEFITS (Details) (Pension Benefits [Member], USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Pension Benefits [Member]
Components of net periodic benefit cost [Abstract]
Service cost	$ 2,082	$ 1,921	$ 4,164	$ 3,724
Interest cost	2,028	1,931	4,056	3,838
Expected return on assets	(3,713)	(3,529)	(7,426)	(7,016)
Amortization of unrecognized transition amount	5	3	10	8
Recognized prior service cost	50	85	100	170
Recognized net loss	578	564	1,156	1,108
Net periodic benefit costs	$ 1,030	$ 975	$ 2,060	$ 1,832

XML



COMPREHENSIVE INCOME

6 Months Ended

Jun. 30, 2011

COMPREHENSIVE INCOME [Abstract]

COMPREHENSIVE INCOME

NOTE 7 - COMPREHENSIVE INCOME

The following tables present the components of other comprehensive income and the related tax effects allocated to each component for the periods indicated:

	Three months ended June 30,
	2011									2010
	Before			Tax			Net			Before		Tax			Net
	tax			(expense)			of tax			tax		(expense)			of tax
	amount			benefit			amount			amount		benefit			amount
Net unrealized gains on available-for-	(In thousands)
sale securities:
Unrealized gains (losses) arising during
holding period	$	46,461		$	(17,781	)	$	28,680		$	7,889	$	(3,015	)	$	4,874
Less:  Reclassification adjustment for
net (gains) losses realized in net income		(10,045	)		3,842			(6,203	)		585		(224	)		361
Recognized employee benefit plan
net periodic benefit cost		633			(242	)		391			652		(250	)		402
Other comprehensive income (loss)	$	37,049		$	(14,181	)	$	22,868		$	9,126	$	(3,489	)	$	5,637
Net income (loss)								12,826								(12,560	)
Comprehensive income (loss)							$	35,694							$	(6,923	)

	Six months ended June 30,
	2011									2010
	Before			Tax			Net			Before			Tax			Net
	tax			(expense)			of tax			tax			(expense)			of tax
	amount			benefit			amount			amount			benefit			amount
Net unrealized gains on available-for-	(In thousands)
sale securities:
Unrealized gains (losses) arising
during holding period	$	42,417		$	(16,244	)	$	26,173		$	4,931		$	(1,884	)	$	3,047
Less:  Reclassification adjustment for
net (gains) losses realized in net income		(10,062	)		3,849			(6,213	)		(712	)		272			(440	)
Recognized employee benefit plan
net periodic benefit cost		1,266			(484	)		782			1,286			(492	)		794
Other comprehensive income	$	33,621		$	(12,879	)	$	20,742		$	5,505		$	(2,104	)	$	3,401
Net income								12,332									(4,164	)
Comprehensive income							$	33,074								$	(763	)

Included with unrealized gains (losses) arising during holding period is an increase in other comprehensive income related to the transfer of held-to-maturity securities to the available-for-sale category.

XML



PER SHARE DATA (Tables)

6 Months Ended

Jun. 30, 2011

PER SHARE DATA [Abstract]

Basic and Diluted Earnings Per Share Computations

The following tables provide a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods shown:

	Three months ended June 30,
	2011						2010
	Income		Shares		Per Share		Income			Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Basic EPS	(In thousands, except per share amounts)
Income (loss) available to common
shareholders	$	12,826		83,454	$	0.15	$	(12,560	)		83,429	$	(0.15	)
Effect of dilutive share-
based awards		-		60				-			-
Diluted EPS
Income (loss) available to common
shareholders plus assumed
exercise of all outstanding
share-based awards	$	12,826		83,514	$	0.15	$	(12,560	)		83,429	$	(0.15	)

	Six months ended June 30,
	2011						2010
	Income		Shares		Per Share		Income			Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Basic EPS	(In thousands, except per share amounts)
Income (loss) available to common
shareholders	$	12,332		83,451	$	0.15	$	(4,164	)		83,416	$	(0.05	)
Effect of dilutive share-
based awards		-		59				-			-
Diluted EPS
Income (loss) available to common
shareholders plus assumed
exercise of all outstanding
share-based awards	$	12,332		83,510	$	0.15	$	(4,164	)		83,416	$	(0.05	)

XML



SECURITIES (Details) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Investments, Debt and Equity Securities [Abstract]
Held To Maturity Securities Transferred Security At Carrying Value	$ 1,600,000,000
Held To Maturity Securities Transferred Security At Fair Value	1,700,000,000
Held To Maturity Securities Transferred To Available For Sale Securities Unrealized Gain Loss	19,700,000
Held-to-maturity securities [Abstract]
Amortized Cost	0	1,147,157,000	1,613,019,000
Gross Unrealized Gains			31,368,000
Gross Unrealized Losses			11,696,000
Estimated Fair Value			1,632,691,000
Gross gains recognized on held-to-maturity securities	37,000	45,000
Gross losses recognized on held-to-maturity securities	0	0
Held-to-maturity securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value			20,322,000
Less Than 12 Months Unrealized Losses			332,000
12 Months or Longer Fair Value			9,327,000
12 Months or Longer Unrealized Losses			338,000
Total Fair Value Held-to maturity Securities			29,649,000
Total Unrealized Losses Held-to maturity Securities			670,000
Available-for-sale securities [Abstract]
Amortized Cost	2,506,757,000		1,074,350,000
Gross Unrealized Gains	57,124,000		25,321,000
Gross Unrealized Losses	3,057,000		3,609,000
Estimated Fair Value	2,560,824,000	962,692,000	1,096,062,000
Gross gains recognized on available-for-sale securities	10,300,000	2,000,000
Gross losses recognized on available-for-sale securities	260,000	1,300,000
Equity securities, considered maturity (in years)	10Y
Available-for-sale securities, amortized cost, by contractual maturity [Abstract]
Maturing in one year or less	330,416,000
Maturing after one year through five years	1,443,567,000
Maturing after five years through ten years	266,506,000
Maturing after ten years	466,268,000
Total	2,506,757,000
Available-for-sale securities, estimated fair value, by contractual maturity [Abstract]
Maturing in one year or less	337,666,000
Maturing after one year through five years	1,468,183,000
Maturing after five years through ten years	273,532,000
Maturing after ten years	481,443,000
Total	2,560,824,000	962,692,000	1,096,062,000
Available-for-sale securities, weighted average yield, by contractual maturity [Abstract]
Maturing in one year or less (in hundredths)	5.09%
Maturing after one year through five years (in hundredths)	2.00%
Maturing after five years through ten years (in hundredths)	3.48%
Maturing after ten years (in hundredths)	5.61%
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value	258,332,000		93,289,000
Less Than 12 Months Unrealized Losses	(2,854,000)		645,000
12 Months or Longer Fair Value	5,211,000		5,062,000
12 Months or Longer Unrealized Losses	(203,000)		272,000
Total Fair Value Available-for-sale Securities	263,543,000		98,351,000
Total Unrealized Losses Available-for-sale Securities	(3,057,000)		917,000
U.S. Government Agencies [Member]
Held-to-maturity securities [Abstract]
Amortized Cost			1,246,649,000
Gross Unrealized Gains			27,082,000
Gross Unrealized Losses			4,320,000
Estimated Fair Value			1,269,411,000
Held-to-maturity securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value			0
Less Than 12 Months Unrealized Losses			0
12 Months or Longer Fair Value			0
12 Months or Longer Unrealized Losses			0
Total Fair Value Held-to maturity Securities			0
Total Unrealized Losses Held-to maturity Securities			0
U.S. Government Agencies [Member]
Available-for-sale securities [Abstract]
Amortized Cost	1,565,900,000		416,005,000
Gross Unrealized Gains	33,475,000		17,153,000
Gross Unrealized Losses	144,000		0
Estimated Fair Value	1,599,231,000		433,158,000
Available-for-sale securities, estimated fair value, by contractual maturity [Abstract]
Total	1,599,231,000		433,158,000
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value	79,782,000		48,881,000
Less Than 12 Months Unrealized Losses	(144,000)		207,000
12 Months or Longer Fair Value	0		0
12 Months or Longer Unrealized Losses	0		0
Total Fair Value Available-for-sale Securities	79,782,000		48,881,000
Total Unrealized Losses Available-for-sale Securities	(144,000)		207,000
Obligations of States and Political Subdivisions [Member]
Held-to-maturity securities [Abstract]
Amortized Cost			366,370,000
Gross Unrealized Gains			4,286,000
Gross Unrealized Losses			7,376,000
Estimated Fair Value			363,280,000
Held-to-maturity securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value			20,322,000
Less Than 12 Months Unrealized Losses			332,000
12 Months or Longer Fair Value			9,327,000
12 Months or Longer Unrealized Losses			338,000
Total Fair Value Held-to maturity Securities			29,649,000
Total Unrealized Losses Held-to maturity Securities			670,000
Obligations of States and Political Subdivisions [Member]
Available-for-sale securities [Abstract]
Amortized Cost	472,860,000		110,946,000
Gross Unrealized Gains	14,727,000		965,000
Gross Unrealized Losses	934,000		1,746,000
Estimated Fair Value	486,653,000		110,165,000
Available-for-sale securities, estimated fair value, by contractual maturity [Abstract]
Total	486,653,000		110,165,000
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value	35,576,000		36,704,000
Less Than 12 Months Unrealized Losses	(814,000)		297,000
12 Months or Longer Fair Value	1,248,000		2,459,000
12 Months or Longer Unrealized Losses	(120,000)		205,000
Total Fair Value Available-for-sale Securities	36,824,000		39,163,000
Total Unrealized Losses Available-for-sale Securities	(934,000)		502,000
Government Agency Issued Residential Mortgage-Backed Securities [Member]
Available-for-sale securities [Abstract]
Amortized Cost	425,416,000		498,874,000
Gross Unrealized Gains	6,847,000		5,954,000
Gross Unrealized Losses	1,861,000		1,599,000
Estimated Fair Value	430,402,000		503,229,000
Available-for-sale securities, estimated fair value, by contractual maturity [Abstract]
Total	430,402,000		503,229,000
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value	140,877,000		6,320,000
Less Than 12 Months Unrealized Losses	(1,861,000)		122,000
12 Months or Longer Fair Value	0		0
12 Months or Longer Unrealized Losses	0		0
Total Fair Value Available-for-sale Securities	140,877,000		6,320,000
Total Unrealized Losses Available-for-sale Securities	(1,861,000)		122,000
Government Agency Issued Commercial Mortgage-Backed Securities [Member]
Available-for-sale securities [Abstract]
Amortized Cost	30,420,000		29,582,000
Gross Unrealized Gains	1,325,000		676,000
Gross Unrealized Losses	118,000		264,000
Estimated Fair Value	31,627,000		29,994,000
Available-for-sale securities, estimated fair value, by contractual maturity [Abstract]
Total	31,627,000		29,994,000
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value	2,097,000		1,384,000
Less Than 12 Months Unrealized Losses	(35,000)		19,000
12 Months or Longer Fair Value	3,963,000		2,598,000
12 Months or Longer Unrealized Losses	(83,000)		66,000
Total Fair Value Available-for-sale Securities	6,060,000		3,982,000
Total Unrealized Losses Available-for-sale Securities	(118,000)		85,000
Other [Member]
Available-for-sale securities [Abstract]
Amortized Cost	12,161,000		18,943,000
Gross Unrealized Gains	750,000		573,000
Gross Unrealized Losses	0		0
Estimated Fair Value	12,911,000		19,516,000
Available-for-sale securities, estimated fair value, by contractual maturity [Abstract]
Total	12,911,000		19,516,000
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value	0		0
Less Than 12 Months Unrealized Losses	0		0
12 Months or Longer Fair Value	0		0
12 Months or Longer Unrealized Losses	0		0
Total Fair Value Available-for-sale Securities	0		0
Total Unrealized Losses Available-for-sale Securities	0		0
Collateralized Debt Obligations [Member]
Available-for-sale securities with continuous unrealized loss positions [Abstract]
Less Than 12 Months Fair Value			0
Less Than 12 Months Unrealized Losses			0
12 Months or Longer Fair Value			5,000
12 Months or Longer Unrealized Losses			1,000
Total Fair Value Available-for-sale Securities			5,000
Total Unrealized Losses Available-for-sale Securities			$ 1,000

XML



LOANS AND LEASES, Impaired (Details) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Dec. 31, 2010
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	$ 303,657,000	$ 303,657,000	$ 273,405,000
Unpaid Principal Balance of Impaired Loans	374,760,000	374,760,000	345,377,000
Related Allowance for Credit Losses	46,810,000	46,810,000	40,719,000
Average Recorded Investment	394,439,000	356,003,000
Interest Income Recognized	1,767,000	2,803,000
Impaired loans [Abstract]
Impaired loans, net of valuation allowance	46,800,000	46,800,000	40,700,000
Impaired loans characterized as troubled debt restructurings	75,800,000	75,800,000	63,700,000
Commercial and industrial segment [Member] | Commercial and industrial-owner occupied [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	4,395,000	4,395,000	1,457,000
Unpaid Principal Balance of Impaired Loans	6,269,000	6,269,000	2,600,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	5,589,000	4,258,000
Interest Income Recognized	31,000	36,000
All other receivables [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	819,000	819,000	702,000
Unpaid Principal Balance of Impaired Loans	5,297,000	5,297,000	931,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	2,283,000	1,535,000
Interest Income Recognized	51,000	59,000
Consumer mortgage [Member] | Real estate segment [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	15,758,000	15,758,000	11,228,000
Unpaid Principal Balance of Impaired Loans	19,023,000	19,023,000	14,273,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	27,727,000	23,897,000
Interest Income Recognized	195,000	259,000
Home equity [Member] | Real estate segment [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	456,000	456,000	290,000
Unpaid Principal Balance of Impaired Loans	561,000	561,000	629,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	632,000	489,000
Interest Income Recognized	0	0
Agricultural [Member] | Real estate segment [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	2,101,000	2,101,000	1,439,000
Unpaid Principal Balance of Impaired Loans	2,177,000	2,177,000	1,981,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	3,808,000	3,120,000
Interest Income Recognized	18,000	18,000
Commercial and industrial-owner occupied [Member] | Real estate segment [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	12,060,000	12,060,000	10,920,000
Unpaid Principal Balance of Impaired Loans	16,955,000	16,955,000	12,371,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	12,727,000	10,162,000
Interest Income Recognized	53,000	110,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	118,763,000	118,763,000	80,204,000
Unpaid Principal Balance of Impaired Loans	160,553,000	160,553,000	120,938,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	156,510,000	122,221,000
Interest Income Recognized	391,000	461,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member] | Multi-family construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	9,174,000	9,174,000	8,293,000
Unpaid Principal Balance of Impaired Loans	11,756,000	11,756,000	9,975,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	10,205,000	9,466,000
Interest Income Recognized	0	0
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member] | One-to-four family construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	14,297,000	14,297,000	6,511,000
Unpaid Principal Balance of Impaired Loans	17,753,000	17,753,000	11,749,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	11,172,000	7,861,000
Interest Income Recognized	28,000	33,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member] | Recreation and all other loans collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	774,000	774,000	392,000
Unpaid Principal Balance of Impaired Loans	1,230,000	1,230,000	580,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	660,000	403,000
Interest Income Recognized	3,000	4,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member] | Commercial construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	8,157,000	8,157,000	11,171,000
Unpaid Principal Balance of Impaired Loans	12,097,000	12,097,000	13,062,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	20,194,000	15,974,000
Interest Income Recognized	53,000	55,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member] | Commercial acquisition and development collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	19,232,000	19,232,000	7,897,000
Unpaid Principal Balance of Impaired Loans	25,254,000	25,254,000	12,501,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	24,619,000	20,560,000
Interest Income Recognized	49,000	49,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With no related allowance [Member] | Residential acquisition and development collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	67,129,000	67,129,000	45,940,000
Unpaid Principal Balance of Impaired Loans	92,463,000	92,463,000	73,071,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	89,660,000	67,957,000
Interest Income Recognized	258,000	320,000
Commercial [Member] | Real estate segment [Member] | With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	10,681,000	10,681,000	15,795,000
Unpaid Principal Balance of Impaired Loans	14,502,000	14,502,000	20,478,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	23,220,000	23,506,000
Interest Income Recognized	112,000	160,000
With no related allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	165,033,000	165,033,000	122,035,000
Unpaid Principal Balance of Impaired Loans	225,337,000	225,337,000	174,201,000
Related Allowance for Credit Losses	0	0	0
Average Recorded Investment	232,496,000	189,188,000
Interest Income Recognized	851,000	1,103,000
Commercial and industrial segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	1,590,000	1,590,000	679,000
Unpaid Principal Balance of Impaired Loans	1,688,000	1,688,000	977,000
Related Allowance for Credit Losses	456,000	456,000	125,000
Average Recorded Investment	3,794,000	4,342,000
Interest Income Recognized	5,000	5,000
All other receivables [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	1,050,000	1,050,000	0
Unpaid Principal Balance of Impaired Loans	1,050,000	1,050,000	0
Related Allowance for Credit Losses	794,000	794,000	0
Average Recorded Investment	3,396,000	1,706,000
Interest Income Recognized	4,000	5,000
Consumer mortgage [Member] | Real estate segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	7,985,000	7,985,000	16,995,000
Unpaid Principal Balance of Impaired Loans	8,089,000	8,089,000	16,644,000
Related Allowance for Credit Losses	2,278,000	2,278,000	4,226,000
Average Recorded Investment	16,603,000	17,987,000
Interest Income Recognized	102,000	249,000
Home equity [Member] | Real estate segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	214,000	214,000	561,000
Unpaid Principal Balance of Impaired Loans	214,000	214,000	561,000
Related Allowance for Credit Losses	39,000	39,000	41,000
Average Recorded Investment	144,000	385,000
Interest Income Recognized	1,000	1,000
Agricultural [Member] | Real estate segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	5,215,000	5,215,000	2,856,000
Unpaid Principal Balance of Impaired Loans	5,690,000	5,690,000	3,132,000
Related Allowance for Credit Losses	1,729,000	1,729,000	544,000
Average Recorded Investment	4,202,000	3,887,000
Interest Income Recognized	4,000	18,000
Commercial and industrial-owner occupied [Member] | Real estate segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	9,130,000	9,130,000	5,153,000
Unpaid Principal Balance of Impaired Loans	9,450,000	9,450,000	5,298,000
Related Allowance for Credit Losses	3,151,000	3,151,000	1,361,000
Average Recorded Investment	12,191,000	12,150,000
Interest Income Recognized	45,000	58,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	78,268,000	78,268,000	104,714,000
Unpaid Principal Balance of Impaired Loans	85,856,000	85,856,000	123,538,000
Related Allowance for Credit Losses	27,721,000	27,721,000	29,195,000
Average Recorded Investment	87,236,000	95,224,000
Interest Income Recognized	572,000	965,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member] | Multi-family construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	0	0	1,904,000
Unpaid Principal Balance of Impaired Loans	0	0	6,978,000
Related Allowance for Credit Losses	0	0	4,000
Average Recorded Investment	981,000	1,184,000
Interest Income Recognized	0	0
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member] | One-to-four family construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	8,871,000	8,871,000	11,939,000
Unpaid Principal Balance of Impaired Loans	8,977,000	8,977,000	14,846,000
Related Allowance for Credit Losses	2,535,000	2,535,000	932,000
Average Recorded Investment	5,113,000	5,120,000
Interest Income Recognized	44,000	44,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member] | Recreation and all other loans collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	0	0	498,000
Unpaid Principal Balance of Impaired Loans	0	0	498,000
Related Allowance for Credit Losses	0	0	148,000
Average Recorded Investment	291,000	474,000
Interest Income Recognized	0	2,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member] | Commercial construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	8,460,000	8,460,000	12,459,000
Unpaid Principal Balance of Impaired Loans	12,532,000	12,532,000	12,612,000
Related Allowance for Credit Losses	2,264,000	2,264,000	5,246,000
Average Recorded Investment	7,210,000	8,452,000
Interest Income Recognized	25,000	70,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member] | Commercial acquisition and development collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	17,203,000	17,203,000	21,575,000
Unpaid Principal Balance of Impaired Loans	17,695,000	17,695,000	21,575,000
Related Allowance for Credit Losses	6,083,000	6,083,000	8,424,000
Average Recorded Investment	16,463,000	16,505,000
Interest Income Recognized	175,000	331,000
Construction, acquisition and development [Member] | Real estate segment [Member] | With an allowance [Member] | Residential acquisition and development collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	43,734,000	43,734,000	56,339,000
Unpaid Principal Balance of Impaired Loans	46,652,000	46,652,000	67,029,000
Related Allowance for Credit Losses	16,839,000	16,839,000	14,441,000
Average Recorded Investment	57,178,000	63,489,000
Interest Income Recognized	328,000	518,000
Commercial [Member] | Real estate segment [Member] | With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	35,172,000	35,172,000	20,412,000
Unpaid Principal Balance of Impaired Loans	37,386,000	37,386,000	21,026,000
Related Allowance for Credit Losses	10,642,000	10,642,000	5,227,000
Average Recorded Investment	34,377,000	31,134,000
Interest Income Recognized	183,000	399,000
With an allowance [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	138,624,000	138,624,000	151,370,000
Unpaid Principal Balance of Impaired Loans	149,423,000	149,423,000	171,176,000
Related Allowance for Credit Losses	46,810,000	46,810,000	40,719,000
Average Recorded Investment	161,943,000	166,815,000
Interest Income Recognized	916,000	1,700,000
Commercial and industrial segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	5,985,000	5,985,000	2,136,000
Unpaid Principal Balance of Impaired Loans	7,957,000	7,957,000	3,577,000
Related Allowance for Credit Losses	456,000	456,000	125,000
Average Recorded Investment	9,383,000	8,600,000
Interest Income Recognized	36,000	41,000
Consumer mortgage [Member] | Real estate segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	23,743,000	23,743,000	28,223,000
Unpaid Principal Balance of Impaired Loans	27,112,000	27,112,000	30,917,000
Related Allowance for Credit Losses	2,278,000	2,278,000	4,226,000
Average Recorded Investment	44,330,000	41,884,000
Interest Income Recognized	297,000	508,000
Home equity [Member] | Real estate segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	670,000	670,000	851,000
Unpaid Principal Balance of Impaired Loans	775,000	775,000	1,190,000
Related Allowance for Credit Losses	39,000	39,000	41,000
Average Recorded Investment	776,000	874,000
Interest Income Recognized	1,000	1,000
Agricultural [Member] | Real estate segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	7,316,000	7,316,000	4,295,000
Unpaid Principal Balance of Impaired Loans	7,867,000	7,867,000	5,113,000
Related Allowance for Credit Losses	1,729,000	1,729,000	544,000
Average Recorded Investment	8,010,000	7,007,000
Interest Income Recognized	22,000	36,000
Commercial and industrial-owner occupied [Member] | Real estate segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	21,190,000	21,190,000	16,073,000
Unpaid Principal Balance of Impaired Loans	26,405,000	26,405,000	17,669,000
Related Allowance for Credit Losses	3,151,000	3,151,000	1,361,000
Average Recorded Investment	24,918,000	22,312,000
Interest Income Recognized	98,000	168,000
Construction, acquisition and development [Member] | Real estate segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	197,031,000	197,031,000	184,918,000
Unpaid Principal Balance of Impaired Loans	246,409,000	246,409,000	244,476,000
Related Allowance for Credit Losses	27,721,000	27,721,000	29,195,000
Average Recorded Investment	243,746,000	217,445,000
Interest Income Recognized	963,000	1,426,000
Construction, acquisition and development [Member] | Real estate segment [Member] | Multi-family construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	9,174,000	9,174,000	10,197,000
Unpaid Principal Balance of Impaired Loans	11,756,000	11,756,000	16,953,000
Related Allowance for Credit Losses	0	0	4,000
Average Recorded Investment	11,186,000	10,650,000
Interest Income Recognized	0	0
Construction, acquisition and development [Member] | Real estate segment [Member] | One-to-four family construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	23,168,000	23,168,000	18,450,000
Unpaid Principal Balance of Impaired Loans	26,730,000	26,730,000	26,595,000
Related Allowance for Credit Losses	2,535,000	2,535,000	932,000
Average Recorded Investment	16,285,000	12,981,000
Interest Income Recognized	72,000	77,000
Construction, acquisition and development [Member] | Real estate segment [Member] | Recreation and all other loans collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	774,000	774,000	890,000
Unpaid Principal Balance of Impaired Loans	1,230,000	1,230,000	1,078,000
Related Allowance for Credit Losses	0	0	148,000
Average Recorded Investment	951,000	877,000
Interest Income Recognized	3,000	6,000
Construction, acquisition and development [Member] | Real estate segment [Member] | Commercial construction collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	16,617,000	16,617,000	23,630,000
Unpaid Principal Balance of Impaired Loans	24,629,000	24,629,000	25,674,000
Related Allowance for Credit Losses	2,264,000	2,264,000	5,246,000
Average Recorded Investment	27,404,000	24,426,000
Interest Income Recognized	78,000	125,000
Construction, acquisition and development [Member] | Real estate segment [Member] | Commercial acquisition and development collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	36,435,000	36,435,000	29,472,000
Unpaid Principal Balance of Impaired Loans	42,949,000	42,949,000	34,076,000
Related Allowance for Credit Losses	6,083,000	6,083,000	8,424,000
Average Recorded Investment	41,082,000	37,065,000
Interest Income Recognized	224,000	380,000
Construction, acquisition and development [Member] | Real estate segment [Member] | Residential acquisition and development collateral [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	110,863,000	110,863,000	102,279,000
Unpaid Principal Balance of Impaired Loans	139,115,000	139,115,000	140,100,000
Related Allowance for Credit Losses	16,839,000	16,839,000	14,441,000
Average Recorded Investment	146,838,000	131,446,000
Interest Income Recognized	586,000	838,000
Commercial [Member] | Real estate segment [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	45,853,000	45,853,000	36,207,000
Unpaid Principal Balance of Impaired Loans	51,888,000	51,888,000	41,504,000
Related Allowance for Credit Losses	10,642,000	10,642,000	5,227,000
Average Recorded Investment	57,597,000	54,640,000
Interest Income Recognized	295,000	559,000
All other receivables [Member]
Impaired loans and leases, net of unearned income [Abstract]
Recorded Investment in Impaired Loans	1,869,000	1,869,000	702,000
Unpaid Principal Balance of Impaired Loans	6,347,000	6,347,000	931,000
Related Allowance for Credit Losses	794,000	794,000	0
Average Recorded Investment	5,679,000	3,241,000
Interest Income Recognized	$ 55,000	$ 64,000

XML



OTHER REAL ESTATE OWNED (Tables)

6 Months Ended

Jun. 30, 2011

OTHER REAL ESTATE OWNED [Abstract]

Activity in Other Real Estate Owned

The following table presents the activity in other real estate owned for the periods indicated:

	Six months ended						Year ended
	June 30,						December 31,
	2011			2010			2010
	(In thousands)
Balance at beginning of period	$	133,412		$	59,265		$	59,265
Additions to foreclosed properties
New foreclosed properties		59,663			37,105			129,796
Reductions in foreclosed properties
Sales		(34,663	)		(24,332	)		(45,217	)
Writedowns		(7,208	)		(4,478	)		(10,432	)
Balance at end of period	$	151,204		$	67,560		$	133,412

Other Real Estate Owned By Geographical Location, Segment and Class

 The following table presents the other real estate owned by geographical location, segment and class at June 30, 2011:

	Alabama								Greater
	and Florida								Memphis		Northeast		Texas and
	Panhandle		Arkansas		Mississippi		Missouri		Area		Tennessee		Louisiana		Other		Total
	(In thousands)
Commercial and industrial	$	439	$	18	$	-	$	-	$	946	$	-	$	-	$	-	$	1,403
Real estate
Consumer mortgages		3,985		327		3,391		762		6,078		2,642		1,120		1,649		19,954
Home equity		-		58		291		-		-		368		-		-		717
Agricultural		950		87		2,081		-		1,551		-		-		-		4,669
Commercial and industrial-owner occupied		930		109		1,740		79		3,515		446		228		292		7,339
Construction, acquisition and development		9,334		2,231		26,052		2,952		49,562		14,931		2,669		621		108,352
Commercial		2,757		1,725		1,112		451		1,215		203		584		-		8,047
All other		172		44		312		195		-		-		-		-		723
Total	$	18,567	$	4,599	$	34,979	$	4,439	$	62,867	$	18,590	$	4,601	$	2,562	$	151,204

XML



MORTGAGE SERVICING RIGHTS

6 Months Ended

Jun. 30, 2011

MORTGAGE SERVICING RIGHTS [Abstract]

MORTGAGE SERVICING RIGHTS

NOTE 12 - MORTGAGE SERVICING RIGHTS

Mortgage servicing rights ("MSRs"), which are recognized as a separate asset on the date the corresponding mortgage loan is sold, are recorded at fair value as determined at each accounting period end.  An estimate of the fair value of the Company's MSRs is determined utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  Data and assumptions used in the fair value calculation related to MSRs as of the dates indicated were as follows:

	June 30,				December 31,
	2011		2010		2010
	(Dollars in thousands)
Unpaid principal balance	$	4,026,851	$	3,552,221	$	3,870,872
Weighted-average prepayment speed (CPR)		15.4		21.1		15.6
Discount rate (annual percentage)		10.3		10.3		10.3
Weighted-average coupon interest rate (percentage)		5.2		5.5		5.2
Weighted-average remaining maturity (months)		315.0		321.0		315.0
Weighted-average servicing fee (basis points)		28.2		28.8		28.4

Because the valuation is determined by using discounted cash flow models, the primary risk inherent in valuing the MSRs is the impact of fluctuating interest rates on the estimated life of the servicing revenue stream.  The use of different estimates or assumptions could also produce different fair values.  The Company does not hedge the change in fair value of MSRs and, therefore, the Company is susceptible to significant fluctuations in the fair value of its MSRs in changing interest rate environments.

The Company has only one class of mortgage servicing asset comprised of closed end loans for one-to-four family residences, secured by first liens.  The following table presents the activity in this class for the periods indicated:

	2011			2010
	(In thousands)
Fair value as of January 1	$	38,642		$	35,560
Additions:
Origination of servicing assets		4,811			4,859
Changes in fair value:
Due to payoffs/paydowns		(2,690	)		(2,736	)
Due to change in valuation inputs or assumptions
used in the valuation model		(1,299	)		(8,315	)
Other changes in fair value		(9	)		(5	)
Fair value as of June 30	$	39,455		$	29,363

All of the changes to the fair value of the MSRs are recorded as part of mortgage lending noninterest revenue on the income statement.  As part of mortgage lending noninterest revenue, the Company recorded contractual servicing fees of $2.9 million and $2.6 million and late and other ancillary fees of approximately $311,000 and $333,000 for the three months ended June 30, 2011 and 2010, respectively.  The Company recorded contractual servicing fees of $5.7 million and $5.1 million and late and other ancillary fees of approximately $632,000 and $684,000 for the six months ended June 30, 2011 and 2010, respectively.

XML



ALLOWANCE FOR CREDIT LOSSES

6 Months Ended

Jun. 30, 2011

ALLOWANCE FOR CREDIT LOSSES [Abstract]

ALLOWANCE FOR CREDIT LOSSES

NOTE 3 - ALLOWANCE FOR CREDIT LOSSES

The following tables summarize the changes in the allowance for credit losses by segment and class for the periods indicated:

	Six months ended
	June 30, 2011
	Balance,									Balance,
	Beginning of									End of
	Period		Charge-offs			Recoveries		Provision		Period
	(In thousands)
Commercial and industrial	$	22,479	$	(14,365	)	$	773	$	13,953	$	22,840
Real estate
Consumer mortgage		35,540		(4,889	)		363		6,031		37,045
Home equity		7,305		(2,473	)		91		2,697		7,620
Agricultural		4,997		(965	)		47		630		4,709
Commercial and industrial-owner occupied		20,403		(4,944	)		194		8,991		24,644
Construction, acquisition and development		59,048		(49,126	)		2,057		41,941		53,920
Commercial		33,439		(6,111	)		405		7,560		35,293
Credit Cards		4,126		(1,606	)		494		473		3,487
All other		9,576		(5,524	)		574		3,443		8,069
Total	$	196,913	$	(90,003	)	$	4,998	$	85,719	$	197,627

	Year ended
	December 31, 2010
	Balance,									Balance,
	Beginning of									End of
	Period		Charge-offs			Recoveries		Provision		Period
	(In thousands)
Commercial and industrial	$	21,154	$	(11,879	)	$	1,330	$	11,874	$	22,479
Real estate
Consumer mortgage		37,048		(16,280	)		1,448		13,324		35,540
Home equity		7,218		(5,215	)		179		5,123		7,305
Agricultural		4,192		(1,201	)		12		1,994		4,997
Commercial and industrial-owner occupied		22,989		(9,200	)		399		6,215		20,403
Construction, acquisition and development		46,193		(122,596	)		1,706		133,745		59,048
Commercial		26,694		(14,084	)		845		19,984		33,439
Credit Cards		3,481		(4,559	)		829		4,375		4,126
All other		7,074		(6,008	)		1,128		7,382		9,576
Total	$	176,043	$	(191,022	)	$	7,876	$	204,016	$	196,913

	Six months ended
	June 30, 2010
	Balance,									Balance,
	Beginning of									End of
	Period		Charge-offs			Recoveries		Provision		Period
	(In thousands)
Commercial and industrial	$	21,154	$	(7,275	)	$	305	$	8,334	$	22,518
Real estate
Consumer mortgage		37,048		(7,591	)		882		2,256		32,595
Home equity		7,218		(2,285	)		95		1,751		6,779
Agricultural		4,192		(680	)		-		255		3,767
Commercial and industrial-owner occupied		22,989		(6,310	)		51		5,803		22,533
Construction, acquisition and development		46,193		(49,090	)		267		70,935		68,305
Commercial		26,694		(4,871	)		39		6,781		28,643
Credit Cards		3,481		(2,523	)		369		1,984		3,311
All other		7,074		(3,117	)		562		7,774		12,293
Total	$	176,043	$	(83,742	)	$	2,570	$	105,873	$	200,744

The following tables provide the allowance for credit losses by segment, class and impairment status as of the dates indicated:

	June 30, 2011
	Recorded		Allowance for		Allowance for
	Balance of		Impaired Loans		All Other Loans		Total
	Impaired Loans		and Leases		and Leases		Allowance
	(In thousands)
Commercial and industrial	$	5,985	$	456	$	22,384	$	22,840
Real estate
Consumer mortgage		23,743		2,278		34,767		37,045
Home equity		670		39		7,581		7,620
Agricultural		7,316		1,729		2,980		4,709
Commercial and industrial-owner occupied		21,190		3,151		21,493		24,644
Construction, acquisition and development		197,031		27,721		26,199		53,920
Commercial		45,853		10,642		24,651		35,293
Credit Cards		-		-		3,487		3,487
All other		1,869		794		7,275		8,069
Total	$	303,657	$	46,810	$	150,817	$	197,627

	December 31, 2010
	Recorded		Allowance for		Allowance for
	Balance of		Impaired Loans		All Other Loans		Total
	Impaired Loans		and Leases		and Leases		Allowance
	(In thousands)
Commercial and industrial	$	2,136	$	125	$	22,354	$	22,479
Real estate
Consumer mortgage		28,223		4,226		31,314		35,540
Home equity		851		41		7,264		7,305
Agricultural		4,295		544		4,453		4,997
Commercial and industrial-owner occupied		16,073		1,361		19,042		20,403
Construction, acquisition and development		184,918		29,195		29,853		59,048
Commercial		36,207		5,227		28,212		33,439
Credit Cards		-		-		4,126		4,126
All other		702		-		9,576		9,576
Total	$	273,405	$	40,719	$	156,194	$	196,913

Management evaluates impaired loans individually in determining the adequacy of the allowance for impaired loans.

XML



LOANS AND LEASES (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Loans and leases, gross [Abstract]
Commercial and industrial	$ 1,540,048	$ 1,505,471	$ 1,499,152
Real estate
Consumer mortgages	1,971,499	1,951,563	1,981,475
Home equity	531,787	543,272	555,281
Agricultural	255,310	252,292	260,489
Commercial and industrial-owner occupied	1,366,734	1,331,473	1,407,704
Construction, acquisition and development	1,060,675	1,174,743	1,419,303
Commercial	1,764,648	1,816,951	1,794,644
Credit cards	101,955	106,345	102,784
All other	663,223	694,241	670,791
Total	9,255,879	9,376,351	9,691,623
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	1,526,686
Real Estate [Abstract]
Consumer mortgages	1,971,499
Home equity	531,787
Agricultural	255,310
Commercial and industrial-owner occupied	1,366,734
Construction, acquisition and development	1,060,675
Commercial	1,764,648
Credit cards	101,955
All other	635,259
Total	9,214,553	9,333,107
Loan concentrations [Abstract]
Maximum percentage of loan concentrations (in hundredths)	10.00%
Alabama and Florida Panhandle [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	63,477
Real Estate [Abstract]
Consumer mortgages	114,266
Home equity	64,043
Agricultural	7,338
Commercial and industrial-owner occupied	125,567
Construction, acquisition and development	133,335
Commercial	195,722
Credit cards	0
All other	14,936
Total	718,684
Arkansas [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	219,533
Real Estate [Abstract]
Consumer mortgages	273,338
Home equity	43,224
Agricultural	73,285
Commercial and industrial-owner occupied	175,098
Construction, acquisition and development	86,795
Commercial	340,963
Credit cards	0
All other	42,680
Total	1,254,916
Mississippi [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	322,786
Real Estate [Abstract]
Consumer mortgages	779,838
Home equity	178,305
Agricultural	75,142
Commercial and industrial-owner occupied	472,765
Construction, acquisition and development	273,624
Commercial	344,926
Credit cards	0
All other	79,088
Total	2,526,474
Missouri [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	85,073
Real Estate [Abstract]
Consumer mortgages	66,163
Home equity	29,297
Agricultural	5,642
Commercial and industrial-owner occupied	74,684
Construction, acquisition and development	88,309
Commercial	241,209
Credit cards	0
All other	1,409
Total	591,786
Greater Memphis Area [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	24,045
Real Estate [Abstract]
Consumer mortgages	87,596
Home equity	73,790
Agricultural	16,248
Commercial and industrial-owner occupied	109,132
Construction, acquisition and development	128,537
Commercial	132,670
Credit cards	0
All other	48,596
Total	620,614
Northeast Tennessee [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	84,544
Real Estate [Abstract]
Consumer mortgages	164,453
Home equity	79,307
Agricultural	13,629
Commercial and industrial-owner occupied	101,806
Construction, acquisition and development	130,962
Commercial	105,507
Credit cards	0
All other	28,516
Total	708,724
Texas and Louisiana [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	274,812
Real Estate [Abstract]
Consumer mortgages	412,493
Home equity	62,617
Agricultural	58,370
Commercial and industrial-owner occupied	246,369
Construction, acquisition and development	208,406
Commercial	354,065
Credit cards	0
All other	29,521
Total	1,646,653
Other Geographical Areas [Member]
Loans and leases, net of unearned income [Abstract]
Commercial and industrial	452,416
Real Estate [Abstract]
Consumer mortgages	73,352
Home equity	1,204
Agricultural	5,656
Commercial and industrial-owner occupied	61,313
Construction, acquisition and development	10,707
Commercial	49,586
Credit cards	101,955
All other	390,513
Total	$ 1,146,702

XML



PENSION BENEFITS

6 Months Ended

Jun. 30, 2011

Pension Benefits [Abstract]

Pension Benefits

NOTE 9 - PENSION BENEFITS

The following table presents the components of net periodic benefit costs for the periods indicated:

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	2,082		$	1,921		$	4,164		$	3,724
Interest cost		2,028			1,931			4,056			3,838
Expected return on assets		(3,713	)		(3,529	)		(7,426	)		(7,016	)
Amortization of unrecognized transition amount		5			3			10			8
Recognized prior service cost		50			85			100			170
Recognized net loss		578			564			1,156			1,108
Net periodic benefit costs	$	1,030		$	975		$	2,060		$	1,832

XML



FAIR VALUE DISCLOSURES

6 Months Ended

Jun. 30, 2011

FAIR VALUE DISCLOSURES [Abstract]

FAIR VALUE DISCLOSURES

NOTE 14 - FAIR VALUE DISCLOSURES

"Fair value" is defined by FASB ASC 820, Fair Value Measurements and Disclosure ("FASB ASC 820"), as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available.  Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.  Unobservable inputs are inputs that reflect the reporting entity's assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances.  The hierarchy is broken down into the following three levels, based on the reliability of inputs:

Level 1:  Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2:  Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3:  Significant unobservable inputs for the asset or liability that reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability.

Determination of Fair Value

The Company uses the valuation methodologies listed below to measure different financial instruments at fair value.  An indication of the level in the fair value hierarchy in which each instrument is generally classified is included.  Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

Available-for-sale securities.  Available-for-sale securities are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted securities.  The Company's available-for-sale securities that are traded on an active exchange, such as the New York Stock Exchange, are classified as Level 1.  Available-for-sale securities valued using matrix pricing are classified as Level 2.  Available-for-sale securities valued using matrix pricing that has been adjusted to compensate for the present value of expected cash flows, market liquidity, credit quality and volatility are classified as Level 3.

Mortgage servicing rights.  The Company records MSRs at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value.  An estimate of the fair value of the Company's MSRs is determined by utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  All of the Company's MSRs are classified as Level 3.

Derivative instruments.  The Company's derivative instruments consist of commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual fixed-rate mortgage loans.  Fair value of these derivative instruments is measured on a recurring basis using recent observable market prices.  The Company also enters into interest rate swaps to meet the financing, interest rate and equity risk management needs of its customers.  The fair value of these instruments is either an observable market price or a discounted cash flow valuation using the terms of swap agreements but substituting original interest rates with prevailing interest rates.   The Company's interest rate swaps, commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual fixed-rate mortgage loans are classified as Level 3.

Loans held for sale.  Loans held for sale are carried at the lower of cost or estimated fair value and are subject to nonrecurring fair value adjustments.  Estimated fair value is determined on the basis of existing commitments or the current market value of similar loans.  All of the Company's loans held for sale are classified as Level 2.

Impaired loans.  Loans considered impaired under FASB ASC 310 are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans are subject to nonrecurring fair value adjustments to reflect (1) partial write-downs that are based on the observable market price or current appraised value of the collateral, or (2) the full charge-off of the loan carrying value.  All of the Company's impaired loans are classified as Level 3.

Other real estate owned.  Other real estate owned ("OREO") is carried at the lower of cost or estimated fair value, less estimated selling costs and is subject to nonrecurring fair value adjustments.  Estimated fair value is determined on the basis of independent appraisals and other relevant factors.  All of the Company's OREO is classified as Level 3.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the balances of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and 2010:

	June 30, 2011
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Available-for-sale securities:
U.S. Government agencies	$	-	$	1,599,231	$	-	$	1,599,231
Government agency issued residential
mortgage-backed securities		-		430,402		-		430,402
Government agency issued commercial
mortgage-backed securities		-		31,627		-		31,627
Obligations of states and
political subdivisions		-		486,653		-		486,653
Other		703		12,208		-		12,911
Mortgage servicing rights		-		-		39,455		39,455
Derivative instruments		-		-		40,338		40,338
Total	$	703	$	2,560,121	$	79,793	$	2,640,617
Liabilities:
Derivative instruments	$	-	$	-	$	39,931	$	39,931

	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Available-for-sale securities:
U.S. Government agencies	$	-	$	492,175	$	-	$	492,175
Government agency issued residential
mortgage-backed securities		-		319,918		-		319,918
Government agency issued commercial
mortgage-backed securities		-		23,703		-		23,703
Obligations of states and
political subdivisions		-		110,244		-		110,244
Collateralized debt obligations		-		-		812		812
Other		437		15,403		-		15,840
Mortgage servicing rights		-		-		29,363		29,363
Derivative instruments		-		-		46,083		46,083
Total	$	437	$	961,443	$	76,258	$	1,038,138
Liabilities:
Derivative instruments	$	-	$	-	$	46,231	$	46,231

The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the six-month periods ended June 30, 2011 and 2010:

	Mortgage					Available-
	Servicing		Derivative			for-sale
	Rights		Instruments			Securities
	(In thousands)
Balance at December 31, 2010	$	38,642	$	2,685		$	-
Year to date net gains (losses) included in:
Net income		813		(2,278	)		-
Other comprehensive income		-		-			-
Purchases, sales, issuances and settlements, net		-		-			-
Transfers in and/or out of Level 3		-		-			-
Balance at June 30, 2011	$	39,455	$	407		$	-
Net unrealized gains included in net income for the
quarter relating to assets and liabilities held at June 30, 2011	$	3,839	$	53		$	-

	Mortgage						Available-
	Servicing			Derivative			for-sale
	Rights			Instruments			Securities
	(In thousands)
Balance at December 31, 2009	$	35,560		$	844		$	2,125
Year to date net gains (losses) included in:
Net income (loss)		(6,197	)		(992	)		(1,313	)
Other comprehensive income (loss)		-			-			-
Purchases, sales, issuances and settlements, net		-			-			-
Transfers in and/or out of Level 3		-			-			-
Balance at June 30, 2010	$	29,363		$	(148	)	$	812
Net unrealized losses included in net income (loss) for the
quarter relating to assets and liabilities held at June 30, 2010	$	(8,315	)	$	(726	)	$	-

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The following tables present the balances of assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2011 and 2010:

	June 30, 2011
									Total
	Level 1		Level 2		Level 3		Total		Losses
Assets:	(In thousands)
Loans held for sale	$	-	$	70,519	$	-	$	70,519	$	-
Impaired loans		-		-		303,657		303,657		(46,810	)
Other real estate owned		-		-		151,204		151,204		(12,860	)

	June 30, 2010
									Total
	Level 1		Level 2		Level 3		Total		Losses
Assets:	(In thousands)
Loans held for sale	$	-	$	95,987	$	-	$	95,987	$	-
Impaired loans		-		-		188,291		188,291		(40,721	)
Other real estate owned		-		-		67,560		67,560		(7,148	)

Fair Value of Financial Instruments

FASB ASC 825, Financial Instruments ("FASB ASC 825"), requires that the Company disclose estimated fair values for its financial instruments.  Fair value estimates, methods and assumptions are set forth below for the Company's financial instruments.

Held-to-maturity securities.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted securities.

Loans and Leases.  Fair values are estimated for portfolios of loans and leases with similar financial characteristics.  The fair value of loans and leases is calculated by discounting scheduled cash flows through the estimated maturity using rates the Company would currently offer customers based on the credit and interest rate risk inherent in the loan or lease.  Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market and borrower information.  Estimated maturity represents the expected average cash flow period, which in some instances is different than the stated maturity.  This entrance price approach results in a calculated fair value that would be different than an exit or estimated actual sales price approach and such differences could be significant.

Deposit Liabilities.  Under FASB ASC 825, the fair value of deposits with no stated maturity, such as noninterest bearing demand deposits, interest bearing demand deposits and savings, is equal to the amount payable on demand as of the reporting date.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.  The discount rate is estimated using the prevailing rates offered for deposits of similar maturities.

Debt.  The carrying amounts for federal funds purchased and repurchase agreements approximate fair value because of their short-term maturity.  The fair value of the Company's fixed-term Federal Home Loan Bank ("FHLB") advances is based on the discounted value of contractual cash flows.  The discount rate is estimated using the prevailing rates available for advances of similar maturities.  The fair value of the Company's junior subordinated debt is based on market prices or dealer quotes.

Lending Commitments.  The Company's lending commitments are negotiated at prevailing market rates and are relatively short-term in nature.  As a matter of policy, the Company generally makes commitments for fixed-rate loans for relatively short periods of time.  Therefore, the estimated value of the Company's lending commitments approximates the carrying amount and is immaterial to the financial statements.

The following table presents carrying and fair value information at June 30, 2011 and December 31, 2010:

	June 30, 2011						December 31, 2010
	Carrying			Fair			Carrying			Fair
	Value			Value			Value			Value
Assets:	(In thousands)
Cash and due from banks	$	166,761		$	166,761		$	99,916		$	99,916
Interest bearing deposits with other banks		304,344			304,344			172,170			172,170
Held-to-maturity securities		-			-			1,613,019			1,632,691
Available-for-sale securities		2,560,824			2,560,824			1,096,062			1,096,062
Federal funds sold and securities
purchased under agreement to resell		-			-			150,000			150,000
Net loans and leases		9,016,926			9,068,597			9,136,194			9,187,064
Loans held for sale		70,519			70,566			93,697			94,001
Liabilities:
Noninterest bearing deposits		2,096,655			2,096,655			2,060,145			2,060,145
Savings and interest bearing deposits		5,884,546			5,884,546			5,794,552			5,794,552
Other time deposits		3,327,262			3,380,016			3,635,324			3,677,796
Federal funds purchased and securities
sold under agreement to repurchase
and other short-term borrowings		426,800			426,261			443,320			443,081
Long-term debt and other borrowings		195,386			199,036			270,392			286,993
Derivative instruments:
Forward commitments to sell fixed rate
mortgage loans		(149	)		(149	)		2,499			2,499
Commitments to fund fixed rate
mortgage loans		990			990			639			639
Interest rate swap position to receive		39,149			39,149			38,347			38,347
Interest rate swap position to pay		(39,583	)		(39,583	)		(38,800	)		(38,800	)

XML



RECENT PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2011

RECENT PRONOUNCEMENTS [Abstract]

RECENT PRONOUNCEMENTS

NOTE 10 - RECENT PRONOUNCEMENTS

In January 2010, the FASB issued an accounting standards update ("ASU") regarding fair value measurements and disclosures.  This ASU revises two disclosure requirements concerning fair value measurements and clarifies two others.  The ASU requires expanded disclosures related to significant transfers in and out of Level 1 and Level 2 fair value measurement and the reasons for the transfers, as well as the clarifications of existing disclosures and was effective for interim or annual reporting periods beginning after December 15, 2009.  The new disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for interim or annual reporting periods beginning after December 15, 2010.  This ASU impacts disclosures only and is included in Note 14 below.  The new ASU did not have an impact on the financial position or results of operations of the Company.

In July 2010, the FASB issued a new accounting standard regarding disclosures about the credit quality of financing receivables and the allowance for credit losses.  This new accounting standard amends existing accounting literature regarding disclosures about the credit quality of financing receivables and the allowance for credit losses to provide additional information to assist financial statement users in assessing an entity's credit risk exposures and evaluating the adequacy of its allowance for credit losses.  This new accounting standard is effective for fiscal years and interim reporting periods ending on or after December 15, 2010.  This new accounting standard regarding disclosures about the credit quality of financing receivables and the allowance for credit losses impacts disclosures only and is included in Notes 2 and 3 above.  The new accounting standard did not have an impact on the financial position or results of operations of the Company.

In April 2011, the FASB issued an ASU regarding a creditor's determination of whether a restructuring should be considered a TDR.  This ASU provides additional guidance related to determining whether a creditor has granted a concession, including factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant.  The ASU also prohibits creditors from using the borrower's effective rate test to evaluate whether a concession has been granted to the borrower and adds factors for creditors to use in determining whether a borrower is experiencing financial difficulties.  The ASU ends the deferral of activity-based disclosures about TDRs that are part of the new credit-quality disclosure requirements.  The ASU is effective for interim and annual periods beginning on or after June 15, 2011.  The Company is currently assessing the impact of the adoption of this ASU on the financial position and results of operations of the Company.

In April 2011, the FASB issued an ASU regarding reconsideration of effective control for repurchase agreements.  This ASU removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion.  Other criteria applicable to the assessment of effective control are not changed by this ASU.  The ASU is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.  Early adoption is not permitted.  The new ASU is not expected to have a material impact on the financial position and results of operations of the Company.

In May 2011, the FASB issued an ASU regarding amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards ("IFRS").  This ASU provides amendments to ensure that fair value has the same meaning in U.S. GAAP and IFRS and that their respective fair value measurements and disclosure requirements are the same.  The ASU is effective during interim and annual periods beginning after December 15, 2011 and should be applied prospectively.  Early adoption is not permitted.  The Company is currently assessing the impact on this new ASU on the financial position and results of operations of the Company.

In June 2011, the FASB issued an ASU regarding the presentation of comprehensive income.  This ASU amends existing guidance and eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholder's equity.  The ASU requires that comprehensive income be presented in either a single continuous statement of in two separate but consecutive statements.  The ASU is effective for interim and annual periods beginning on or after December 15, 2011.  The adoption of this ASU is expected to change the manner in which the Company's other comprehensive income is disclosed and will have no impact on the financial position and results of operations of the Company.

XML



MORTGAGE SERVICING RIGHTS (Tables)

6 Months Ended

Jun. 30, 2011

MORTGAGE SERVICING RIGHTS [Abstract]

Data and Assumptions Used in Fair Value Calculation

Data and assumptions used in the fair value calculation related to MSRs as of the dates indicated were as follows:

	June 30,				December 31,
	2011		2010		2010
	(Dollars in thousands)
Unpaid principal balance	$	4,026,851	$	3,552,221	$	3,870,872
Weighted-average prepayment speed (CPR)		15.4		21.1		15.6
Discount rate (annual percentage)		10.3		10.3		10.3
Weighted-average coupon interest rate (percentage)		5.2		5.5		5.2
Weighted-average remaining maturity (months)		315.0		321.0		315.0
Weighted-average servicing fee (basis points)		28.2		28.8		28.4

Activity in Class of Mortgage Servicing Assets

The following table presents the activity in this class for the periods indicated:

	2011			2010
	(In thousands)
Fair value as of January 1	$	38,642		$	35,560
Additions:
Origination of servicing assets		4,811			4,859
Changes in fair value:
Due to payoffs/paydowns		(2,690	)		(2,736	)
Due to change in valuation inputs or assumptions
used in the valuation model		(1,299	)		(8,315	)
Other changes in fair value		(9	)		(5	)
Fair value as of June 30	$	39,455		$	29,363

XML



GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2011

GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amounts of goodwill by operating segment for the six months ended June 30, 2011 were as follows:

	Community		Insurance
	Banking		Agencies		Total
	(In thousands)
Balance as of December 31, 2010	$	217,618	$	52,479	$	270,097
Goodwill recorded during the period		-		1,200		1,200
Balance as of June 30, 2011	$	217,618	$	53,679	$	271,297

The goodwill recorded in the insurance agency segment during the first six months of 2011 was related to an earn-out payment associated with an insurance agency acquired during the first quarter of 2008.

The Company's policy is to assess goodwill for impairment at the reporting segment level on an annual basis or sooner if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount.  Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.  Accounting standards require management to estimate the fair value of each reporting segment in assessing impairment at least annually.  The Company's annual assessment date is during the Company's fourth quarter.  The Company performed a complete goodwill impairment analysis for all of its reporting segments during the second quarter of 2011 because volatile market conditions caused the Company's market value to fall below book value.  Based on this analysis, no goodwill impairment was recorded during the six months ended June 30, 2011 because the estimated fair value of each of the Company's reporting segments exceeded its respective carrying values by more than 15%.

In the current environment, forecasting cash flows, credit losses and growth in addition to valuing the Company's assets with any degree of assurance is very difficult and subject to significant changes over very short periods of time.  Management will continue to update its analysis as circumstances change.  If market conditions continue to be volatile and unpredictable, impairment of goodwill related to the Company's reporting segments may be necessary in future periods.

The following tables present information regarding the components of the Company's identifiable intangible assets for the dates and periods indicated:

	As of				As of
	June 30, 2011				December 31, 2010
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Amortized intangible assets:	(In thousands)
Core deposit intangibles	$	27,801	$	20,231	$	27,801	$	19,716
Customer relationship intangibles		32,749		22,814		32,511		21,661
Non-solicitation intangibles		75		19		-		-
Total	$	60,625	$	43,064	$	60,312	$	41,377
Unamortized intangible assets:
Trade names	$	688	$	-	$	688	$	-

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
Aggregate amortization expense for:	(In thousands)
Core deposit intangibles	$	248	$	323	$	515	$	662
Customer relationship intangibles		575		661		1,153		1,337
Non-solicitation intangibles		9		-		19		-
Total	$	832	$	984	$	1,687	$	1,999

 The following table presents information regarding estimated amortization expense on the Company's amortizable identifiable intangible assets for the year ending December 31, 2011 and the succeeding four years:

			Customer		Non-
	Core Deposit		Relationship		Solicitation
	Intangibles		Intangibles		Intangibles		Total
Estimated Amortization Expense:	(In thousands)
For year ending December 31, 2011	$	1,016	$	2,223	$	38	$	3,277
For year ending December 31, 2012		946		1,905		37		2,888
For year ending December 31, 2013		582		1,632		-		2,214
For year ending December 31, 2014		526		1,398		-		1,924
For year ending December 31, 2015		157		1,136		-		1,293

XML



FAIR VALUE DISCLOSURES, Carrying and Fair Value Information (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Carrying Value [Member]
Assets:
Cash and due from banks	$ 166,761	$ 99,916
Interest bearing deposits with other banks	304,344	172,170
Held-to-maturity securities	0	1,613,019
Available-for-sale securities	2,560,824	1,096,062
Federal funds sold and securities purchased under agreement to resell	0	150,000
Net loans and leases	9,016,926	9,136,194
Loans held for sale	70,519	93,697
Liabilities:
Noninterest bearing deposits	2,096,655	2,060,145
Savings and interest bearing deposits	5,884,546	5,794,552
Other time deposits	3,327,262	3,635,324
Federal funds purchased and securities sold under agreement to repurchase and other short-term borrowings	426,800	443,320
Long-term debt and other borrowings	195,386	270,392
Derivative instruments:
Forward commitments to sell fixed rate mortgage loans	(149)	2,499
Commitments to fund fixed rate mortgage loans	990	639
Interest rate swap position to receive	39,149	38,347
Interest rate swap position to pay	(39,583)	(38,800)
Fair Value [Member]
Assets:
Cash and due from banks	166,761	99,916
Interest bearing deposits with other banks	304,344	172,170
Held-to-maturity securities	0	1,632,691
Available-for-sale securities	2,560,824	1,096,062
Federal funds sold and securities purchased under agreement to resell	0	150,000
Net loans and leases	9,068,597	9,187,064
Loans held for sale	70,566	94,001
Liabilities:
Noninterest bearing deposits	2,096,655	2,060,145
Savings and interest bearing deposits	5,884,546	5,794,552
Other time deposits	3,380,016	3,677,796
Federal funds purchased and securities sold under agreement to repurchase and other short-term borrowings	426,261	443,081
Long-term debt and other borrowings	199,036	286,993
Derivative instruments:
Forward commitments to sell fixed rate mortgage loans	(149)	2,499
Commitments to fund fixed rate mortgage loans	990	639
Interest rate swap position to receive	39,149	38,347
Interest rate swap position to pay	$ (39,583)	$ (38,800)

XML



BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION

6 Months Ended

Jun. 30, 2011

BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION [Abstract]

BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited interim consolidated financial statements of BancorpSouth, Inc. (the "Company") have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and follow general practices within the industries in which the Company operates.  For further information, refer to the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.  In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included and all such adjustments were of a normal, recurring nature.  The results of operations for the three-month and six-month periods ended June 30, 2011 are not necessarily indicative of the results to be expected for the full year.  Certain 2010 amounts have been reclassified to conform with the 2011 presentation.

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, BancorpSouth Bank (the "Bank") and Gumtree Wholesale Insurance Brokers, Inc., and the Bank's wholly-owned subsidiaries, Century Credit Life Insurance Company, Personal Finance Corporation of Tennessee, BancorpSouth Insurance Services, Inc., BancorpSouth Investment Services, Inc., BancorpSouth Municipal Development Corporation and BancorpSouth Bank Securities Corporation.

XML



OTHER REAL ESTATE OWNED

6 Months Ended

Jun. 30, 2011

OTHER REAL ESTATE OWNED [Abstract]

OTHER REAL ESTATE OWNED

NOTE 4 - OTHER REAL ESTATE OWNED

The following table presents the activity in other real estate owned for the periods indicated:

	Six months ended						Year ended
	June 30,						December 31,
	2011			2010			2010
	(In thousands)
Balance at beginning of period	$	133,412		$	59,265		$	59,265
Additions to foreclosed properties
New foreclosed properties		59,663			37,105			129,796
Reductions in foreclosed properties
Sales		(34,663	)		(24,332	)		(45,217	)
Writedowns		(7,208	)		(4,478	)		(10,432	)
Balance at end of period	$	151,204		$	67,560		$	133,412

 The following table presents the other real estate owned by geographical location, segment and class at June 30, 2011:

	Alabama								Greater
	and Florida								Memphis		Northeast		Texas and
	Panhandle		Arkansas		Mississippi		Missouri		Area		Tennessee		Louisiana		Other		Total
	(In thousands)
Commercial and industrial	$	439	$	18	$	-	$	-	$	946	$	-	$	-	$	-	$	1,403
Real estate
Consumer mortgages		3,985		327		3,391		762		6,078		2,642		1,120		1,649		19,954
Home equity		-		58		291		-		-		368		-		-		717
Agricultural		950		87		2,081		-		1,551		-		-		-		4,669
Commercial and industrial-owner occupied		930		109		1,740		79		3,515		446		228		292		7,339
Construction, acquisition and development		9,334		2,231		26,052		2,952		49,562		14,931		2,669		621		108,352
Commercial		2,757		1,725		1,112		451		1,215		203		584		-		8,047
All other		172		44		312		195		-		-		-		-		723
Total	$	18,567	$	4,599	$	34,979	$	4,439	$	62,867	$	18,590	$	4,601	$	2,562	$	151,204

The Company incurred total foreclosed property expenses of $3.8 million for each of the three months ended June 30, 2011 and 2010.  Realized net losses on dispositions and holding losses on valuations of these properties, a component of total foreclosed property expenses, were $2.1 million and $3.2 million for the three months ended June 30, 2011 and 2010, respectively.  The Company incurred total foreclosed property expenses of $10.8 million and $7.4 million for the six months ended June 30, 2011 and 2010, respectively.  Realized net losses on dispositions and holding losses on valuations of these properties, a component of total foreclosed property expenses, were $7.6 million and $5.9 million for the six months ended June 30, 2011 and 2010, respectively.

XML



ALLOWANCE FOR CREDIT LOSSES (Details) (USD $) In Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	$ 196,913	$ 176,043	$ 176,043
Charge-offs	(90,003)	(83,742)	(191,022)
Recoveries	4,998	2,570	7,876
Provision	85,719	105,873	204,016
Balance, end of period	197,627	200,744	196,913
Commercial and industrial segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	22,479	21,154	21,154
Charge-offs	(14,365)	(7,275)	(11,879)
Recoveries	773	305	1,330
Provision	13,953	8,334	11,874
Balance, end of period	22,840	22,518	22,479
Consumer mortgage [Member] | Real estate segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	35,540	37,048	37,048
Charge-offs	(4,889)	(7,591)	(16,280)
Recoveries	363	882	1,448
Provision	6,031	2,256	13,324
Balance, end of period	37,045	32,595	35,540
Home equity [Member] | Real estate segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	7,305	7,218	7,218
Charge-offs	(2,473)	(2,285)	(5,215)
Recoveries	91	95	179
Provision	2,697	1,751	5,123
Balance, end of period	7,620	6,779	7,305
Agricultural [Member] | Real estate segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	4,997	4,192	4,192
Charge-offs	(965)	(680)	(1,201)
Recoveries	47	0	12
Provision	630	255	1,994
Balance, end of period	4,709	3,767	4,997
Commercial and industrial-owner occupied [Member] | Real estate segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	20,403	22,989	22,989
Charge-offs	(4,944)	(6,310)	(9,200)
Recoveries	194	51	399
Provision	8,991	5,803	6,215
Balance, end of period	24,644	22,533	20,403
Construction, acquisition and development [Member] | Real estate segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	59,048	46,193	46,193
Charge-offs	(49,126)	(49,090)	(122,596)
Recoveries	2,057	267	1,706
Provision	41,941	70,935	133,745
Balance, end of period	53,920	68,305	59,048
Commercial [Member] | Real estate segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	33,439	26,694	26,694
Charge-offs	(6,111)	(4,871)	(14,084)
Recoveries	405	39	845
Provision	7,560	6,781	19,984
Balance, end of period	35,293	28,643	33,439
Credit cards segment [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	4,126	3,481	3,481
Charge-offs	(1,606)	(2,523)	(4,559)
Recoveries	494	369	829
Provision	473	1,984	4,375
Balance, end of period	3,487	3,311	4,126
All other receivables [Member]
Changes in the allowance for credit losses [Roll Forward]
Balance, beginning of period	9,576	7,074	7,074
Charge-offs	(5,524)	(3,117)	(6,008)
Recoveries	574	562	1,128
Provision	3,443	7,774	7,382
Balance, end of period	$ 8,069	$ 12,293	$ 9,576

XML



SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2011

SEGMENT REPORTING [Abstract]

Results of Operations and Selected Financial Information by Operating Segment

Results of operations and selected financial information by operating segment for the three-month and six-month periods ended June 30, 2011 and 2010 were as follows:

						General
	Community			Insurance		Corporate
	Banking			Agencies		and Other			Total
	(In thousands)
Three months ended June 30, 2011:
Results of Operations
Net interest revenue	$	102,880		$	84	$	6,948		$	109,912
Provision for credit losses		32,534			-		(294	)		32,240
Net interest revenue after provision for credit losses		70,346			84		7,242			77,672
Noninterest revenue		40,913			22,890		11,341			75,144
Noninterest expense		91,936			19,011		26,122			137,069
Income (loss) before income taxes		19,323			3,963		(7,539	)		15,747
Income tax expense (benefit)		4,063			1,576		(2,718	)		2,921
Net income (loss)	$	15,260		$	2,387	$	(4,821	)	$	12,826
Selected Financial Information
Total assets at end of period	$	10,483,137		$	171,122	$	2,712,791		$	13,367,050
Depreciation and amortization		6,107			972		1,069			8,148
Three months ended June 30, 2010:
Results of Operations
Net interest revenue	$	99,271		$	146	$	9,912		$	109,329
Provision for credit losses		58,789			-		3,565			62,354
Net interest revenue after provision for credit losses		40,482			146		6,347			46,975
Noninterest revenue		27,474			21,625		7,987			57,086
Noninterest expense		77,975			18,074		23,967			120,016
(Loss) income before income taxes		(10,019	)		3,697		(9,633	)		(15,955	)
Income tax (benefit) expense		(2,132	)		1,457		(2,720	)		(3,395	)
Net (loss) income	$	(7,887	)	$	2,240	$	(6,913	)	$	(12,560	)
Selected Financial Information
Total assets at end of period	$	10,956,724		$	173,210	$	2,291,070		$	13,421,004
Depreciation and amortization		6,678			1,104		564			8,346

						General
	Community			Insurance		Corporate
	Banking			Agencies		and Other			Total
	(In thousands)
Six months ended June 30, 2011:
Results of Operations
Net interest revenue	$	205,543		$	179	$	13,627		$	219,349
Provision for credit losses		85,775			-		(56	)		85,719
Net interest revenue after provision for credit losses		119,768			179		13,683			133,630
Noninterest revenue		68,905			45,427		29,123			143,455
Noninterest expense		174,654			37,063		55,362			267,079
Income (loss) before income taxes		14,019			8,543		(12,556	)		10,006
Income tax expense (benefit)		1,962			3,401		(7,689	)		(2,326	)
Net income (loss)	$	12,057		$	5,142	$	(4,867	)	$	12,332
Selected Financial Information
Total assets at end of period	$	10,483,137		$	171,122	$	2,712,791		$	13,367,050
Depreciation and amortization		12,381			1,946		2,149			16,476
Six months ended June 30, 2010:
Results of Operations
Net interest revenue	$	200,611		$	294	$	20,306		$	221,211
Provision for credit losses		100,738			-		5,135			105,873
Net interest revenue after provision for credit losses		99,873			294		15,171			115,338
Noninterest revenue		53,766			43,359		23,293			120,418
Noninterest expense		155,585			35,477		49,437			240,499
(Loss) income before income taxes		(1,946	)		8,176		(10,973	)		(4,743	)
Income tax (benefit) expense		(238	)		3,239		(3,580	)		(579	)
Net (loss) income	$	(1,708	)	$	4,937	$	(7,393	)	$	(4,164	)
Selected Financial Information
Total assets at end of period	$	10,956,724		$	173,210	$	2,291,070		$	13,421,004
Depreciation and amortization		13,634			2,164		1,106			16,904

XML



FAIR VALUE DISCLOSURES (Details) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Fair Value, Measurements, Recurring [Member]
Available-for-sale securities:
Loans held for sale	$ 0	$ 0
Impaired loans	(46,810)	(40,721)
Other real estate owned	(12,860)	(7,148)
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Available-for-sale securities:
U.S. Government agencies	0	0
Government agency issued residential mortgage-backed securities	0	0
Government agency issued commercial mortgage-backed securities	0	0
Obligations of states and political subdivisions	0	0
Collateralized debt obligations		0
Other	703	437
Mortgage servicing rights	0	0
Derivative instruments	0	0
Loans held for sale	0	0
Impaired loans	0	0
Other real estate owned	0	0
Total	703	437
Liabilities:
Derivative instruments	0	0
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Available-for-sale securities:
U.S. Government agencies	1,599,231	492,175
Government agency issued residential mortgage-backed securities	430,402	319,918
Government agency issued commercial mortgage-backed securities	31,627	23,703
Obligations of states and political subdivisions	486,653	110,244
Collateralized debt obligations	0	0
Other	12,208	15,403
Mortgage servicing rights	0	0
Derivative instruments	0	0
Loans held for sale	70,519	95,987
Impaired loans	0	0
Other real estate owned	0	0
Total	2,560,121	961,443
Liabilities:
Derivative instruments	0	0
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Available-for-sale securities:
U.S. Government agencies	0	0
Government agency issued residential mortgage-backed securities	0	0
Government agency issued commercial mortgage-backed securities	0	0
Obligations of states and political subdivisions	0	0
Collateralized debt obligations		812
Other	0	0
Mortgage servicing rights	39,455	29,363
Derivative instruments	40,338	46,083
Loans held for sale	0	0
Impaired loans	303,657	188,291
Other real estate owned	151,204	67,560
Total	79,793	76,258
Liabilities:
Derivative instruments	39,931	46,231
Mortgage Servicing Rights [Member]
Changes in fair value of net assets (liabilities) classified as Level 3 [Roll Forward]
Beginning Balance	38,642	35,560
Year to date net gains (losses) included in:
Net income (loss)	813	(6,197)
Other comprehensive income	0	0
Purchases, sales, issuances and settlements, net	0	0
Transfers in and/or out of Level 3	0	0
Ending Balance	39,455	29,363
Net unrealized (losses) gains included in net income for the quarter relating to assets and liabilities held	3,839	(8,315)
Derivative Instruments, Net [Member]
Changes in fair value of net assets (liabilities) classified as Level 3 [Roll Forward]
Beginning Balance	2,685	844
Year to date net gains (losses) included in:
Net income (loss)	(2,278)	(992)
Other comprehensive income	0	0
Purchases, sales, issuances and settlements, net	0	0
Transfers in and/or out of Level 3	0	0
Ending Balance	407	(148)
Net unrealized (losses) gains included in net income for the quarter relating to assets and liabilities held	53	(726)
Available-for-sale Securities [Member]
Changes in fair value of net assets (liabilities) classified as Level 3 [Roll Forward]
Beginning Balance	0	2,125
Year to date net gains (losses) included in:
Net income (loss)	0	(1,313)
Other comprehensive income	0	0
Purchases, sales, issuances and settlements, net	0	0
Transfers in and/or out of Level 3	0	0
Ending Balance	0	812
Net unrealized (losses) gains included in net income for the quarter relating to assets and liabilities held	$ 0	$ 0

XML



SECURITIES

6 Months Ended

Jun. 30, 2011

Investments, Debt and Equity Securities [Abstract]

SECURITIES

NOTE 5 - SECURITIES

During the second quarter of 2011, the Company determined that it no longer had the intent to hold until maturity all securities that were previously classified as held-to-maturity.  As a result of this determination, all securities were classified as available-for-sale and recorded at fair value as of June 30, 2011.  The Company reclassed held-to-maturity securities with amortized cost of $1.6 billion and fair value of $1.7 billion to available-for-sale resulting in an increase in other comprehensive income of $19.7 million during the second quarter of 2011.  Amortized cost and estimated fair values of held-to-maturity securities as of December 31, 2010 follow:

	December 31, 2010
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
U.S. Government agencies	$	1,246,649	$	27,082	$	4,320	$	1,269,411
Obligations of states and political subdivisions		366,370		4,286		7,376		363,280
Total	$	1,613,019	$	31,368	$	11,696	$	1,632,691

Gross gains of approximately $37,000 and no gross losses were recognized on held-to-maturity securities during the first six months of 2011 prior to the reclassification of held-to-maturity securities to available-for-sale securities.  Gross gains of approximately $45,000 and no gross losses were recognized during the first six months of 2010.  These gains and losses were a result of held-to-maturity securities being called prior to maturity.

A comparison of amortized cost and estimated fair values of available-for-sale securities as of June 30, 2011 and December 31, 2010 follows:

	June 30, 2011
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
U.S. Government agencies	$	1,565,900	$	33,475	$	144	$	1,599,231
Government agency issued residential
mortgage-backed securities		425,416		6,847		1,861		430,402
Government agency issued commercial
mortgage-backed securities		30,420		1,325		118		31,627
Obligations of states and political subdivisions		472,860		14,727		934		486,653
Other		12,161		750		-		12,911
Total	$	2,506,757	$	57,124	$	3,057	$	2,560,824

	December 31, 2010
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
U.S. Government agencies	$	416,005	$	17,153	$	-	$	433,158
Government agency issued residential
mortgage-backed securities		498,874		5,954		1,599		503,229
Government agency issued commercial
mortgage-backed securities		29,582		676		264		29,994
Obligations of states and political subdivisions		110,946		965		1,746		110,165
Other		18,943		573		-		19,516
Total	$	1,074,350	$	25,321	$	3,609	$	1,096,062

Gross gains of $10.3 million and gross losses of approximately $260,000 were recognized on available-for-sale securities during the first six months of 2011, while gross gains of $2.0 million and gross losses of $1.3 million were recognized during the first six months of 2010.

The amortized cost and estimated fair value of available-for-sale securities at June 30, 2011 by contractual maturity are shown below.  Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  Equity securities are considered as maturing after ten years.

	June 30, 2011
			Estimated		Weighted
	Amortized		Fair		Average
	Cost		Value		Yield
	(Dollars in thousands)
Maturing in one year or less	$	330,416	$	337,666		5.09	%
Maturing after one year through five years		1,443,567		1,468,183		2.00
Maturing after five years through ten years		266,506		273,532		3.48
Maturing after ten years		466,268		481,443		5.61
Total	$	2,506,757	$	2,560,824

The following tables summarize information pertaining to temporarily impaired available-for-sale securities with continuous unrealized loss positions at June 30, 2011 and December 31, 2010:

	June 30, 2011
	Continuous Unrealized Loss Position
	Less Than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(In thousands)
Available-for-sale securities:
U.S. Government agencies	$	79,782	$	(144	)	$	-	$	-		$	79,782	$	(144	)
Government agency issued residential
mortgage-backed securities		140,877		(1,861	)		-		-			140,877		(1,861	)
Government agency issued commercial
mortgage-backed securities		2,097		(35	)		3,963		(83	)		6,060		(118	)
Obligations of states and														-
political subdivisions		35,576		(814	)		1,248		(120	)		36,824		(934	)
Other		-		-			-		-			-		-
Total	$	258,332	$	(2,854	)	$	5,211	$	(203	)	$	263,543	$	(3,057	)

	December 31, 2010
	Continuous Unrealized Loss Position
	Less Than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(In thousands)
Held-to-maturity securities:
U.S. Government agencies	$	-	$	-	$	-	$	-	$	-	$	-
Obligations of states and
political subdivisions		20,322		332		9,327		338		29,649		670
Total	$	20,322	$	332	$	9,327	$	338	$	29,649	$	670
Available-for-sale securities:
U.S. Government agencies	$	48,881	$	207	$	-	$	-	$	48,881	$	207
Government agency issued residential
mortgage-backed securities		6,320		122		-		-		6,320		122
Government agency issued commercial
mortgage-backed securities		1,384		19		2,598		66		3,982		85
Obligations of states and												-
political subdivisions		36,704		297		2,459		205		39,163		502
Collateralized debt obligations		-		-		5		1		5		1
Other		-		-		-		-		-		-
Total	$	93,289	$	645	$	5,062	$	272	$	98,351	$	917

Based upon a review of the credit quality of these securities, and considering that the issuers were in compliance with the terms of the securities, management had no intent to sell these securities, and it was more likely than not that the Company would not be required to sell the securities prior to recovery of costs. Therefore, the impairments related to these securities were determined to be temporary.  No other-than-temporary impairment has been recorded during 2011.

XML



OTHER REAL ESTATE OWNED (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Activity in other real estate owned [Roll Forward]
Balance at beginning of period			$ 133,412,000	$ 59,265,000	$ 59,265,000
Additions to foreclosed properties
New foreclosed property			59,663,000	37,105,000	129,796,000
Reductions in foreclosed properties
Sales			(34,663,000)	(24,332,000)	(45,217,000)
Writedowns			(7,208,000)	(4,478,000)	(10,432,000)
Balance at end of period	151,204,000	67,560,000	151,204,000	67,560,000	133,412,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	151,204,000	67,560,000	151,204,000	67,560,000	133,412,000
Foreclosed property expenses [Abstract]
Total foreclosed property expenses	3,765,000	3,813,000	10,847,000	7,351,000
Realized net losses on dispositions and holding losses on valuations of foreclosed properties	2,100,000	3,200,000	7,600,000	5,900,000
Commercial and industrial segment [Member]
Reductions in foreclosed properties
Balance at end of period	1,403,000		1,403,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,403,000		1,403,000
Commercial and industrial segment [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	439,000		439,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	439,000		439,000
Commercial and industrial segment [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	18,000		18,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	18,000		18,000
Commercial and industrial segment [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Commercial and industrial segment [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Commercial and industrial segment [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	946,000		946,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	946,000		946,000
Commercial and industrial segment [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Commercial and industrial segment [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Commercial and industrial segment [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Consumer mortgage [Member]
Reductions in foreclosed properties
Balance at end of period	19,954,000		19,954,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	19,954,000		19,954,000
Real estate segment [Member] | Consumer mortgage [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	3,985,000		3,985,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	3,985,000		3,985,000
Real estate segment [Member] | Consumer mortgage [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	327,000		327,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	327,000		327,000
Real estate segment [Member] | Consumer mortgage [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	3,391,000		3,391,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	3,391,000		3,391,000
Real estate segment [Member] | Consumer mortgage [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	762,000		762,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	762,000		762,000
Real estate segment [Member] | Consumer mortgage [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	6,078,000		6,078,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	6,078,000		6,078,000
Real estate segment [Member] | Consumer mortgage [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	2,642,000		2,642,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	2,642,000		2,642,000
Real estate segment [Member] | Consumer mortgage [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	1,120,000		1,120,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,120,000		1,120,000
Real estate segment [Member] | Consumer mortgage [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	1,649,000		1,649,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,649,000		1,649,000
Real estate segment [Member] | Home equity [Member]
Reductions in foreclosed properties
Balance at end of period	717,000		717,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	717,000		717,000
Real estate segment [Member] | Home equity [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Home equity [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	58,000		58,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	58,000		58,000
Real estate segment [Member] | Home equity [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	291,000		291,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	291,000		291,000
Real estate segment [Member] | Home equity [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Home equity [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Home equity [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	368,000		368,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	368,000		368,000
Real estate segment [Member] | Home equity [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Home equity [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Agricultural [Member]
Reductions in foreclosed properties
Balance at end of period	4,669,000		4,669,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	4,669,000		4,669,000
Real estate segment [Member] | Agricultural [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	950,000		950,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	950,000		950,000
Real estate segment [Member] | Agricultural [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	87,000		87,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	87,000		87,000
Real estate segment [Member] | Agricultural [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	2,081,000		2,081,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	2,081,000		2,081,000
Real estate segment [Member] | Agricultural [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Agricultural [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	1,551,000		1,551,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,551,000		1,551,000
Real estate segment [Member] | Agricultural [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Agricultural [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Agricultural [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Real estate segment [Member] | Commercial and industrial-owner occupied [Member]
Reductions in foreclosed properties
Balance at end of period	7,339,000		7,339,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	7,339,000		7,339,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	930,000		930,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	930,000		930,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	109,000		109,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	109,000		109,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	1,740,000		1,740,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,740,000		1,740,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	79,000		79,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	79,000		79,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	3,515,000		3,515,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	3,515,000		3,515,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	446,000		446,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	446,000		446,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	228,000		228,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	228,000		228,000
Real estate segment [Member] | Commercial and industrial-owner occupied [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	292,000		292,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	292,000		292,000
Real estate segment [Member] | Construction, acquisition and development [Member]
Reductions in foreclosed properties
Balance at end of period	108,352,000		108,352,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	108,352,000		108,352,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	9,334,000		9,334,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	9,334,000		9,334,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	2,231,000		2,231,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	2,231,000		2,231,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	26,052,000		26,052,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	26,052,000		26,052,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	2,952,000		2,952,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	2,952,000		2,952,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	49,562,000		49,562,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	49,562,000		49,562,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	14,931,000		14,931,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	14,931,000		14,931,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	2,669,000		2,669,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	2,669,000		2,669,000
Real estate segment [Member] | Construction, acquisition and development [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	621,000		621,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	621,000		621,000
Real estate segment [Member] | Commercial [Member]
Reductions in foreclosed properties
Balance at end of period	8,047,000		8,047,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	8,047,000		8,047,000
Real estate segment [Member] | Commercial [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	2,757,000		2,757,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	2,757,000		2,757,000
Real estate segment [Member] | Commercial [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	1,725,000		1,725,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,725,000		1,725,000
Real estate segment [Member] | Commercial [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	1,112,000		1,112,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,112,000		1,112,000
Real estate segment [Member] | Commercial [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	451,000		451,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	451,000		451,000
Real estate segment [Member] | Commercial [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	1,215,000		1,215,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	1,215,000		1,215,000
Real estate segment [Member] | Commercial [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	203,000		203,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	203,000		203,000
Real estate segment [Member] | Commercial [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	584,000		584,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	584,000		584,000
Real estate segment [Member] | Commercial [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
All other receivables [Member]
Reductions in foreclosed properties
Balance at end of period	723,000		723,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	723,000		723,000
All other receivables [Member] | Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	172,000		172,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	172,000		172,000
All other receivables [Member] | Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	44,000		44,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	44,000		44,000
All other receivables [Member] | Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	312,000		312,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	312,000		312,000
All other receivables [Member] | Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	195,000		195,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	195,000		195,000
All other receivables [Member] | Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
All other receivables [Member] | Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
All other receivables [Member] | Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
All other receivables [Member] | Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	0		0
Other real estate owned by geographical location, segment and class [Abstract]
Total	0		0
Alabama and Florida Panhandle [Member]
Reductions in foreclosed properties
Balance at end of period	18,567,000		18,567,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	18,567,000		18,567,000
Arkansas [Member]
Reductions in foreclosed properties
Balance at end of period	4,599,000		4,599,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	4,599,000		4,599,000
Mississippi [Member]
Reductions in foreclosed properties
Balance at end of period	34,979,000		34,979,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	34,979,000		34,979,000
Missouri [Member]
Reductions in foreclosed properties
Balance at end of period	4,439,000		4,439,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	4,439,000		4,439,000
Greater Memphis Area [Member]
Reductions in foreclosed properties
Balance at end of period	62,867,000		62,867,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	62,867,000		62,867,000
Northeast Tennessee [Member]
Reductions in foreclosed properties
Balance at end of period	18,590,000		18,590,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	18,590,000		18,590,000
Texas and Louisiana [Member]
Reductions in foreclosed properties
Balance at end of period	4,601,000		4,601,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	4,601,000		4,601,000
Other Geographical Areas [Member]
Reductions in foreclosed properties
Balance at end of period	2,562,000		2,562,000
Other real estate owned by geographical location, segment and class [Abstract]
Total	$ 2,562,000		$ 2,562,000

XML



COMPREHENSIVE INCOME (Tables)

6 Months Ended

Jun. 30, 2011

COMPREHENSIVE INCOME [Abstract]

Components of Other Comprehensive Income

The following tables present the components of other comprehensive income and the related tax effects allocated to each component for the periods indicated:

	Three months ended June 30,
	2011									2010
	Before			Tax			Net			Before		Tax			Net
	tax			(expense)			of tax			tax		(expense)			of tax
	amount			benefit			amount			amount		benefit			amount
Net unrealized gains on available-for-	(In thousands)
sale securities:
Unrealized gains (losses) arising during
holding period	$	46,461		$	(17,781	)	$	28,680		$	7,889	$	(3,015	)	$	4,874
Less:  Reclassification adjustment for
net (gains) losses realized in net income		(10,045	)		3,842			(6,203	)		585		(224	)		361
Recognized employee benefit plan
net periodic benefit cost		633			(242	)		391			652		(250	)		402
Other comprehensive income (loss)	$	37,049		$	(14,181	)	$	22,868		$	9,126	$	(3,489	)	$	5,637
Net income (loss)								12,826								(12,560	)
Comprehensive income (loss)							$	35,694							$	(6,923	)

	Six months ended June 30,
	2011									2010
	Before			Tax			Net			Before			Tax			Net
	tax			(expense)			of tax			tax			(expense)			of tax
	amount			benefit			amount			amount			benefit			amount
Net unrealized gains on available-for-	(In thousands)
sale securities:
Unrealized gains (losses) arising
during holding period	$	42,417		$	(16,244	)	$	26,173		$	4,931		$	(1,884	)	$	3,047
Less:  Reclassification adjustment for
net (gains) losses realized in net income		(10,062	)		3,849			(6,213	)		(712	)		272			(440	)
Recognized employee benefit plan
net periodic benefit cost		1,266			(484	)		782			1,286			(492	)		794
Other comprehensive income	$	33,621		$	(12,879	)	$	20,742		$	5,505		$	(2,104	)	$	3,401
Net income								12,332									(4,164	)
Comprehensive income							$	33,074								$	(763	)

XML



FAIR VALUE DISCLOSURES (Tables)

6 Months Ended

Jun. 30, 2011

FAIR VALUE DISCLOSURES [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring and Nonrecurring Basis

The following tables present the balances of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and 2010:

	June 30, 2011
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Available-for-sale securities:
U.S. Government agencies	$	-	$	1,599,231	$	-	$	1,599,231
Government agency issued residential
mortgage-backed securities		-		430,402		-		430,402
Government agency issued commercial
mortgage-backed securities		-		31,627		-		31,627
Obligations of states and
political subdivisions		-		486,653		-		486,653
Other		703		12,208		-		12,911
Mortgage servicing rights		-		-		39,455		39,455
Derivative instruments		-		-		40,338		40,338
Total	$	703	$	2,560,121	$	79,793	$	2,640,617
Liabilities:
Derivative instruments	$	-	$	-	$	39,931	$	39,931

	June 30, 2010
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Available-for-sale securities:
U.S. Government agencies	$	-	$	492,175	$	-	$	492,175
Government agency issued residential
mortgage-backed securities		-		319,918		-		319,918
Government agency issued commercial
mortgage-backed securities		-		23,703		-		23,703
Obligations of states and
political subdivisions		-		110,244		-		110,244
Collateralized debt obligations						812		812
Other		437		15,403		-		15,840
Mortgage servicing rights		-		-		29,363		29,363
Derivative instruments		-		-		46,083		46,083
Total	$	437	$	961,443	$	76,258	$	1,038,138
Liabilities:
Derivative instruments	$	-	$	-	$	46,231	$	46,231

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The following tables present the balances of assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2011 and 2010:

	June 30, 2011
									Total
	Level 1		Level 2		Level 3		Total		Losses
Assets:	(In thousands)
Loans held for sale	$	-	$	70,519	$	-	$	70,519	$	-
Impaired loans		-		-		303,657		303,657		(46,810	)
Other real estate owned		-		-		151,204		151,204		(12,860	)

	June 30, 2010
									Total
	Level 1		Level 2		Level 3		Total		Losses
Assets:	(In thousands)
Loans held for sale	$	-	$	95,987	$	-	$	95,987	$	-
Impaired loans		-		-		188,291		188,291		(40,721	)
Other real estate owned		-		-		67,560		67,560		(7,148	)

Changes in Level Three Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the six-month periods ended June 30, 2011 and 2010:

	Mortgage					Available-
	Servicing		Derivative			for-sale
	Rights		Instruments			Securities
	(In thousands)
Balance at December 31, 2010	$	38,642	$	2,685		$	-
Year to date net gains (losses) included in:
Net income		813		(2,278	)		-
Other comprehensive income		-		-			-
Purchases, sales, issuances and settlements, net		-		-			-
Transfers in and/or out of Level 3		-		-			-
Balance at June 30, 2011	$	39,455	$	407		$	-
Net unrealized gains included in net income for the
quarter relating to assets and liabilities held at June 30, 2011	$	3,839	$	53		$	-

	Mortgage						Available-
	Servicing			Derivative			for-sale
	Rights			Instruments			Securities
	(In thousands)
Balance at December 31, 2009	$	35,560		$	844		$	2,125
Year to date net gains (losses) included in:
Net income (loss)		(6,197	)		(992	)		(1,313	)
Other comprehensive income (loss)		-			-			-
Purchases, sales, issuances and settlements, net		-			-			-
Transfers in and/or out of Level 3		-			-			-
Balance at June 30, 2010	$	29,363		$	(148	)	$	812
Net unrealized losses included in net income (loss) for the
quarter relating to assets and liabilities held at June 30, 2010	$	(8,315	)	$	(726	)	$	-

Carrying and Fair Value Information

The following table presents carrying and fair value information at June 30, 2011 and December 31, 2010:

	June 30, 2011						December 31, 2010
	Carrying			Fair			Carrying			Fair
	Value			Value			Value			Value
Assets:	(In thousands)
Cash and due from banks	$	166,761		$	166,761		$	99,916		$	99,916
Interest bearing deposits with other banks		304,344			304,344			172,170			172,170
Held-to-maturity securities		-			-			1,613,019			1,632,691
Available-for-sale securities		2,560,824			2,560,824			1,096,062			1,096,062
Federal funds sold and securities
purchased under agreement to resell		-			-			150,000			150,000
Net loans and leases		9,016,926			9,068,597			9,136,194			9,187,064
Loans held for sale		70,519			70,566			93,697			94,001
Liabilities:
Noninterest bearing deposits		2,096,655			2,096,655			2,060,145			2,060,145
Savings and interest bearing deposits		5,884,546			5,884,546			5,794,552			5,794,552
Other time deposits		3,327,262			3,380,016			3,635,324			3,677,796
Federal funds purchased and securities
sold under agreement to repurchase
and other short-term borrowings		426,800			426,261			443,320			443,081
Long-term debt and other borrowings		195,386			199,036			270,392			286,993
Derivative instruments:
Forward commitments to sell fixed rate
mortgage loans		(149	)		(149	)		2,499			2,499
Commitments to fund fixed rate
mortgage loans		990			990			639			639
Interest rate swap position to receive		39,149			39,149			38,347			38,347
Interest rate swap position to pay		(39,583	)		(39,583	)		(38,800	)		(38,800	)

XML



ALLOWANCE FOR CREDIT LOSSES, by Segment, Class and Impairment Status (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Dec. 31, 2009
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	$ 303,657	$ 273,405
Allowance for impaired loans and leases	46,810	40,719
Allowance for all other loans and leases	150,817	156,194
Total allowance	197,627	196,913	200,744	176,043
Commercial and industrial segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	5,985	2,136
Allowance for impaired loans and leases	456	125
Allowance for all other loans and leases	22,384	22,354
Total allowance	22,840	22,479	22,518	21,154
Consumer mortgage [Member] | Real estate segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	23,743	28,223
Allowance for impaired loans and leases	2,278	4,226
Allowance for all other loans and leases	34,767	31,314
Total allowance	37,045	35,540	32,595	37,048
Home equity [Member] | Real estate segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	670	851
Allowance for impaired loans and leases	39	41
Allowance for all other loans and leases	7,581	7,264
Total allowance	7,620	7,305	6,779	7,218
Agricultural [Member] | Real estate segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	7,316	4,295
Allowance for impaired loans and leases	1,729	544
Allowance for all other loans and leases	2,980	4,453
Total allowance	4,709	4,997	3,767	4,192
Commercial and industrial-owner occupied [Member] | Real estate segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	21,190	16,073
Allowance for impaired loans and leases	3,151	1,361
Allowance for all other loans and leases	21,493	19,042
Total allowance	24,644	20,403	22,533	22,989
Construction, acquisition and development [Member] | Real estate segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	197,031	184,918
Allowance for impaired loans and leases	27,721	29,195
Allowance for all other loans and leases	26,199	29,853
Total allowance	53,920	59,048	68,305	46,193
Commercial [Member] | Real estate segment [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	45,853	36,207
Allowance for impaired loans and leases	10,642	5,227
Allowance for all other loans and leases	24,651	28,212
Total allowance	35,293	33,439	28,643	26,694
Credit cards segment [Member]
Financing Receivable, Impaired [Line Items]
Allowance for all other loans and leases	3,487	4,126
Total allowance	3,487	4,126	3,311	3,481
All other receivables [Member]
Financing Receivable, Impaired [Line Items]
Recorded balance of impaired loans	1,869	702
Allowance for impaired loans and leases	794	0
Allowance for all other loans and leases	7,275	9,576
Total allowance	$ 8,069	$ 9,576	$ 12,293	$ 7,074

XML



PENSION BENEFITS (Tables)

6 Months Ended

Jun. 30, 2011

Pension Benefits [Abstract]

Components of Net Periodic Benefit Cost

The following table presents the components of net periodic benefit costs for the periods indicated:

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	2,082		$	1,921		$	4,164		$	3,724
Interest cost		2,028			1,931			4,056			3,838
Expected return on assets		(3,713	)		(3,529	)		(7,426	)		(7,016	)
Amortization of unrecognized transition amount		5			3			10			8
Recognized prior service cost		50			85			100			170
Recognized net loss		578			564			1,156			1,108
Net periodic benefit costs	$	1,030		$	975		$	2,060		$	1,832

XML



DERIVATIVE INSTRUMENTS

6 Months Ended

Jun. 30, 2011

DERIVATIVE INSTRUMENTS [Abstract]

DERIVATIVE INSTRUMENTS

NOTE 13 - DERIVATIVE INSTRUMENTS

The derivatives held by the Company include commitments to fund fixed-rate mortgage loans to customers and forward commitments to sell individual fixed-rate mortgage loans.  The Company's objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the commitments to fund the fixed-rate mortgage loans.  Both the commitments to fund fixed-rate mortgage loans and the forward commitments to sell individual fixed-rate mortgage loans are reported at fair value, with adjustments being recorded in current period earnings, and are not accounted for as hedges.  At June 30, 2011, the notional amount of forward commitments to sell individual fixed-rate mortgage loans was $131.1 million with a carrying value and fair value reflecting a loss of approximately $149,000.  At June 30, 2010, the notional amount of forward commitments to sell individual fixed-rate mortgage loans was $158.4 million with a carrying value and fair value reflecting a loss of $1.8 million.  At June 30, 2011, the notional amount of commitments to fund individual fixed-rate mortgage loans was $83.6 million with a carrying value and fair value reflecting a gain of approximately $990,000.  At June 30, 2010, the notional amount of commitments to fund individual fixed-rate mortgage loans was $127.8 million with a carrying value and fair value reflecting a gain of $2.2 million.

The Company also enters into derivative financial instruments in the form of interest rate swaps to meet the financing, interest rate and equity risk management needs of its customers.  Upon entering into these interest rate swaps to meet customer needs, the Company enters into offsetting positions to minimize interest rate and equity risk to the Company.  These derivative financial instruments are reported at fair value with any resulting gain or loss recorded in current period earnings.  These instruments and their offsetting positions are recorded in other assets and other liabilities on the consolidated balance sheets.  As of June 30, 2011, the notional amount of customer related derivative financial instruments was $504.3 million with an average maturity of 68 months, an average interest receive rate of 2.5% and an average interest pay rate of 6.0%.

XML



PER SHARE DATA

6 Months Ended

Jun. 30, 2011

PER SHARE DATA [Abstract]

PER SHARE DATA

NOTE 6 - PER SHARE DATA

The computation of basic earnings per share ("EPS") is based on the weighted average number of shares of common stock outstanding.  The computation of diluted earnings per share is based on the weighted average number of shares of common stock outstanding plus the shares resulting from the assumed exercise of all outstanding share-based awards using the treasury stock method.  Weighted-average antidilutive stock options for 3.0 million shares of Company common stock for both the three months and six months ended June 30, 2011, with a weighted average exercise price of $21.03 and $21.01 per share for the three months and six months ended June 30, 2011, respectively, were excluded from diluted shares.  Because of  the net loss attributable to common shareholders for the three and six months ended June 30, 2010, no potentially dilutive shares were included in the loss per share calculations as including such shares would have been antidilutive.  Weighted-average antidilutive stock options for 2.6 million and 2.7 million shares of Company common stock with a weighted average exercise price of $22.39 and $22.36 per share for the three months and six months ended June 30, 2010, respectively, were excluded from diluted shares.  There were no antidilutive other equity awards for the three months and six months ended June 30, 2011.  Antidilutive other equity awards of approximately 99,000 and 270,000 shares of Company common stock for the three months and six months ended June 30, 2010 were also excluded from diluted shares.  The following tables provide a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods shown:

	Three months ended June 30,
	2011						2010
	Income		Shares		Per Share		Income			Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Basic EPS	(In thousands, except per share amounts)
Income (loss) available to common
shareholders	$	12,826		83,454	$	0.15	$	(12,560	)		83,429	$	(0.15	)
Effect of dilutive share-
based awards		-		60				-			-
Diluted EPS
Income (loss) available to common
shareholders plus assumed
exercise of all outstanding
share-based awards	$	12,826		83,514	$	0.15	$	(12,560	)		83,429	$	(0.15	)

	Six months ended June 30,
	2011						2010
	Income		Shares		Per Share		Income			Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)			(Denominator)		Amount
Basic EPS	(In thousands, except per share amounts)
Income (loss) available to common
shareholders	$	12,332		83,451	$	0.15	$	(4,164	)		83,416	$	(0.05	)
Effect of dilutive share-
based awards		-		59				-			-
Diluted EPS
Income (loss) available to common
shareholders plus assumed
exercise of all outstanding
share-based awards	$	12,332		83,510	$	0.15	$	(4,164	)		83,416	$	(0.05	)

XML



COMMITMENTS AND CONTINGENT LIABILITIES

6 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENT LIABILITIES [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

The Company and its subsidiaries are engaged in lines of business that are heavily regulated and involve a large volume of financial transactions with numerous customers through offices in nine states.  Although the Company and its subsidiaries have developed policies and procedures to minimize the impact of legal noncompliance and other disputes, litigation presents an ongoing risk.

On May 12, 2010, the Company and its Chief Executive Officer, President and Chief Financial Officer were named in a purported class-action lawsuit filed in the U.S. District Court for the Middle District of Tennessee on behalf of certain purchasers of the Company's common stock. On September 17, 2010, an Executive Vice President of the Company was added as a party to the lawsuit.  The amended complaint alleges that the defendants issued materially false and misleading statements regarding the Company's business and financial results. The plaintiff seeks class certification, an unspecified amount of damages and awards of costs and attorneys' fees and such other equitable relief as the Court may deem just and proper.  No class has been certified and, at this stage of the lawsuit, management cannot determine the probability of an unfavorable outcome to the Company.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company's business, consolidated financial position or results of operations.

In November 2010, the Company was informed that the Atlanta Regional Office of the Securities and Exchange Commission had issued an Order of Investigation related to the Company's delay in filing its Annual Report on Form 10-K for year ended December 31, 2009 and related matters.  The Company is cooperating fully with the SEC.  No claims have been made by the SEC against the Company or against any individuals affiliated with the Company.  At this time, it is not possible to predict when or how the investigation will be resolved or the cost or potential liabilities associated with this matter.

On May 18, 2010, the Bank was named as a defendant in a purported class action lawsuit filed by two Arkansas customers of the Bank in the U.S. District Court for the Northern District of Florida.  The suit challenges the manner in which overdraft fees were charged and the policies related to posting order of debit card and ATM transactions.  The suit also makes a claim under Arkansas' consumer protection statute.  The case was transferred to pending multi-district litigation in the U.S. District Court for the Southern District of Florida.  No class has been certified and, at this stage of the lawsuit, management of the Company cannot determine the probability of an unfavorable outcome to the Company.  Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management is currently of the opinion that the outcome of this lawsuit will not have a material adverse effect on the Company's business, consolidated financial position or results of operations.  However, there can be no assurance that an adverse outcome or settlement would not have a material adverse effect on the Company's consolidated results of operations for a given fiscal period.

Otherwise, the Company and its subsidiaries are defendants in various lawsuits arising out of the normal course of business, including claims against entities to which the Company is a successor as a result of business combinations.  In the opinion of management, the ultimate resolution of these lawsuits should not have a material adverse effect on the Company's business, consolidated financial position or results of operations.  It is possible, however, that future developments could result in an unfavorable ultimate outcome for or resolution of any one or more of the lawsuits in which the Company or its subsidiaries are defendants, which may be material to the Company's results of operations for a particular quarterly reporting period.  Litigation is inherently uncertain, and management of the Company cannot make assurances that the Company will prevail in any of these actions, nor can it reasonably estimate the amount of damages that the Company might incur.

XML



LOANS AND LEASES, Non-Performing and Nonaccrual Loans and Leases (Details) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	$ 331,076	$ 347,499	$ 263,758
Loans and leases 90 days or more past due, still accruing	3,980	8,500	17,696
Restructured loans and leases still accruing	44,786	38,376	20,813
Total non-performing loans	379,842	394,375	302,267
Days past due of principal or interest at which loans and leases may be placed in non-accrual status (in days)	90D
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	331,076	347,499	263,758
Troubled debt restructurings [Abstract]
Minimum period of sustained repayment performance by the borrower required for TDR loans to be returned to accrual status (in months)	6M
Commercial and industrial segment [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	9,337	13,075	6,280
Loans and leases 90 days or more past due, still accruing	118	675
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	9,337	13,075	6,280
Real estate segment [Member] | Consumer mortgage [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	34,174	34,021	22,618
Loans and leases 90 days or more past due, still accruing	2,482	6,521
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	34,174	34,021	22,618
Real estate segment [Member] | Home equity [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	1,232	811	1,565
Loans and leases 90 days or more past due, still accruing	242	173
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	1,232	811	1,565
Real estate segment [Member] | Agricultural [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	8,526	7,589	3,972
Loans and leases 90 days or more past due, still accruing	0	123
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	8,526	7,589	3,972
Real estate segment [Member] | Commercial and industrial-owner occupied [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	26,387	20,338	12,061
Loans and leases 90 days or more past due, still accruing	0	20
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	26,387	20,338	12,061
Real estate segment [Member] | Construction, acquisition and development [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	200,434	211,547	174,725
Loans and leases 90 days or more past due, still accruing	432	197
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	200,434	211,547	174,725
Real estate segment [Member] | Commercial [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	48,571	57,766	38,921
Loans and leases 90 days or more past due, still accruing	19	0
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	48,571	57,766	38,921
Credit cards segment [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	546	720	726
Loans and leases 90 days or more past due, still accruing	299	330
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	546	720	726
All other receivables [Member]
Non-performing loans and leases [Abstract]
Non-accrual loans and leases	1,869	1,632	2,890
Loans and leases 90 days or more past due, still accruing	388	461
Nonaccrual loans and leases [Abstract]
Nonaccrual loans and leases	$ 1,869	$ 1,632	$ 2,890

XML



GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2011

GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]

Goodwill Carrying Amounts by Operating Segment

The carrying amounts of goodwill by operating segment for the six months ended June 30, 2011 were as follows:

	Community		Insurance
	Banking		Agencies		Total
	(In thousands)
Balance as of December 31, 2010	$	217,618	$	52,479	$	270,097
Goodwill recorded during the period		-		1,200		1,200
Balance as of June 30, 2011	$	217,618	$	53,679	$	271,297

Carrying Value and Accumulated Amortization of Identifiable Intangible Assets

The following tables present information regarding the components of the Company's identifiable intangible assets for the dates and periods indicated:

	As of				As of
	June 30, 2011				December 31, 2010
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Amortized intangible assets:	(In thousands)
Core deposit intangibles	$	27,801	$	20,231	$	27,801	$	19,716
Customer relationship intangibles		32,749		22,814		32,511		21,661
Non-solicitation intangibles		75		19		-		-
Total	$	60,625	$	43,064	$	60,312	$	41,377
Unamortized intangible assets:
Trade names	$	688	$	-	$	688	$	-

Aggregate Amortization Expense

Three months ended					Six months ended
	June 30,					June 30,
	2011		2010			2011		2010
Aggregate amortization expense for:	(In thousands)
Core deposit intangibles	$	248	$	323		$	515	$	662
Customer relationship intangibles		575		661			1,153		1,337
Non-solicitation intangibles		9		-			19		-
Total	$	832	$	984		$	1,687	$	1,999

Future Estimated Amortization Expense

 The following table presents information regarding estimated amortization expense on the Company's amortizable identifiable intangible assets for the year ending December 31, 2011 and the succeeding four years:

			Customer		Non-
	Core Deposit		Relationship		Solicitation
	Intangibles		Intangibles		Intangibles		Total
Estimated Amortization Expense:	(In thousands)
For year ending December 31, 2011	$	1,016	$	2,223	$	38	$	3,277
For year ending December 31, 2012		946		1,905		37		2,888
For year ending December 31, 2013		582		1,632		-		2,214
For year ending December 31, 2014		526		1,398		-		1,924
For year ending December 31, 2015		157		1,136		-		1,293

XML



Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating Activities:
Net income (loss)	$ 12,332	$ (4,164)
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Provision for credit losses	85,719	105,873
Depreciation and amortization	14,789	14,905
Deferred taxes	(267)	(6,732)
Amortization of intangibles	1,687	1,999
Amortization of debt securities premium and discount, net	13,936	2,418
Share-based compensation expense	1,285	898
Security gains, net	(10,062)	(712)
Net deferred loan origination expense	(4,384)	(4,561)
Excess tax benefit from exercise of stock options	(8)	(21)
Decrease in interest receivable	5,500	4,789
Decrease in interest payable	(2,988)	(2,080)
Realized gain on mortgages sold	(14,225)	(11,500)
Proceeds from mortgages sold	483,065	494,449
Origination of mortgages held for sale	(448,082)	(497,981)
Increase in bank-owned life insurance	(2,964)	(3,058)
(Increase) decrease in prepaid pension asset	(186)	21
Decrease in prepaid deposit insurance assessments	11,040	7,690
Other, net	(1,035)	(26,913)
Net cash provided by operating activities	145,152	75,320
Investing activities:
Proceeds from calls and maturities of held-to-maturity securities	135,781	290,273
Proceeds from calls and maturities of available-for-sale securities	131,124	66,708
Proceeds from sales of available-for-sale securities	180,057	91,533
Purchases of held-to-maturity securities	(151,105)	(404,821)
Purchases of available-for-sale securities	(119,089)	(157,397)
Net decrease in short-term investments	150,000	0
Net decrease in loans and leases	20,141	43,328
Purchases of premises and equipment	(10,520)	(7,861)
Proceeds from sale of premises and equipment	1,693	73
Contingency earn-out payment	(1,200)	0
Other, net	(31)	(40)
Net cash provided by (used in) investing activities	336,851	(78,204)
Financing activities:
Net (decrease) increase in deposits	(181,558)	542,939
Net decrease in short-term debt and other liabilities	(16,526)	(260,767)
Repayment of long-term debt	(75,000)	(22)
Issuance of common stock	110	534
Excess tax benefit from exercise of stock options	8	21
Payment of cash dividends	(10,018)	(36,727)
Net cash (used in) provided by financing activities	(282,984)	245,978
Increase in cash and cash equivalents	199,019	243,094
Cash and cash equivalents at beginning of period	272,086	238,445
Cash and cash equivalents at end of period	$ 471,105	$ 481,539

XML



GOODWILL AND OTHER INTANGIBLE ASSETS (Policies)	6 Months Ended
	Jun. 30, 2011
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]
Goodwill, policy	The Company's policy is to assess goodwill for impairment at the reporting segment level on an annual basis or sooner if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount.

XML



PER SHARE DATA (Details) (USD $) In Thousands, except Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Income (Numerator)
Income (loss) available to common shareholders	$ 12,826	$ (12,560)	$ 12,332	$ (4,164)
Effect of dilutive share-based awards	0	0	0	0
Income (loss) available to common shareholders plus assumed exercise of all outstanding share-based awards	$ 12,826	$ (12,560)	$ 12,332	$ (4,164)
Shares (Denominator)
Income (loss) available to common shareholders (in shares)	83,454	83,429	83,451	83,416
Effect of dilutive share-based awards (in shares)	60	0	59	0
Income (loss) available to common shareholders plus assumed exercise of all outstanding share-based awards (in shares)	83,514	83,429	83,510	83,416
Per Share Amount
Income (loss) available to common shareholders (in dollars per share)	$ 0.15	$ (0.15)	$ 0.15	$ (0.05)
Income (loss) available to common shareholders plus assumed exercise of all outstanding share-based awards (in dollars per share)	$ 0.15	$ (0.15)	$ 0.15	$ (0.05)
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from diluted shares (in shares)	3,000,000	2,600,000	3,000,000	2,700,000
Weighted average exercise price of antidilutive securities (in dollars per share)	$ 21.03	$ 22.39	$ 21.01	$ 22.36
Other Equity Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from diluted shares (in shares)		99,000		270,000

XML



ALLOWANCE FOR CREDIT LOSSES (Tables)

6 Months Ended

Jun. 30, 2011

ALLOWANCE FOR CREDIT LOSSES [Abstract]

Allowance for Credit Losses by Segment and Class

The following tables summarize the changes in the allowance for credit losses by segment and class for the periods indicated:

	Six months ended
	June 30, 2011
	Balance,									Balance,
	Beginning of									End of
	Period		Charge-offs			Recoveries		Provision		Period
	(In thousands)
Commercial and industrial	$	22,479	$	(14,365	)	$	773	$	13,953	$	22,840
Real estate
Consumer mortgage		35,540		(4,889	)		363		6,031		37,045
Home equity		7,305		(2,473	)		91		2,697		7,620
Agricultural		4,997		(965	)		47		630		4,709
Commercial and industrial-owner occupied		20,403		(4,944	)		194		8,991		24,644
Construction, acquisition and development		59,048		(49,126	)		2,057		41,941		53,920
Commercial		33,439		(6,111	)		405		7,560		35,293
Credit Cards		4,126		(1,606	)		494		473		3,487
All other		9,576		(5,524	)		574		3,443		8,069
Total	$	196,913	$	(90,003	)	$	4,998	$	85,719	$	197,627

	Year ended
	December 31, 2010
	Balance,									Balance,
	Beginning of									End of
	Period		Charge-offs			Recoveries		Provision		Period
	(In thousands)
Commercial and industrial	$	21,154	$	(11,879	)	$	1,330	$	11,874	$	22,479
Real estate
Consumer mortgage		37,048		(16,280	)		1,448		13,324		35,540
Home equity		7,218		(5,215	)		179		5,123		7,305
Agricultural		4,192		(1,201	)		12		1,994		4,997
Commercial and industrial-owner occupied		22,989		(9,200	)		399		6,215		20,403
Construction, acquisition and development		46,193		(122,596	)		1,706		133,745		59,048
Commercial		26,694		(14,084	)		845		19,984		33,439
Credit Cards		3,481		(4,559	)		829		4,375		4,126
All other		7,074		(6,008	)		1,128		7,382		9,576
Total	$	176,043	$	(191,022	)	$	7,876	$	204,016	$	196,913

	Six months ended
	June 30, 2010
	Balance,									Balance,
	Beginning of									End of
	Period		Charge-offs			Recoveries		Provision		Period
	(In thousands)
Commercial and industrial	$	21,154	$	(7,275	)	$	305	$	8,334	$	22,518
Real estate
Consumer mortgage		37,048		(7,591	)		882		2,256		32,595
Home equity		7,218		(2,285	)		95		1,751		6,779
Agricultural		4,192		(680	)		-		255		3,767
Commercial and industrial-owner occupied		22,989		(6,310	)		51		5,803		22,533
Construction, acquisition and development		46,193		(49,090	)		267		70,935		68,305
Commercial		26,694		(4,871	)		39		6,781		28,643
Credit Cards		3,481		(2,523	)		369		1,984		3,311
All other		7,074		(3,117	)		562		7,774		12,293
Total	$	176,043	$	(83,742	)	$	2,570	$	105,873	$	200,744

Allowance for Credit Losses by Segment, Class and Impairment Status

The following tables provide the allowance for credit losses by segment, class and impairment status as of the dates indicated:

	June 30, 2011
	Recorded		Allowance for		Allowance for
	Balance of		Impaired Loans		All Other Loans		Total
	Impaired Loans		and Leases		and Leases		Allowance
	(In thousands)
Commercial and industrial	$	5,985	$	456	$	22,384	$	22,840
Real estate
Consumer mortgage		23,743		2,278		34,767		37,045
Home equity		670		39		7,581		7,620
Agricultural		7,316		1,729		2,980		4,709
Commercial and industrial-owner occupied		21,190		3,151		21,493		24,644
Construction, acquisition and development		197,031		27,721		26,199		53,920
Commercial		45,853		10,642		24,651		35,293
Credit Cards		-		-		3,487		3,487
All other		1,869		794		7,275		8,069
Total	$	303,657	$	46,810	$	150,817	$	197,627

	December 31, 2010
	Recorded		Allowance for		Allowance for
	Balance of		Impaired Loans		All Other Loans		Total
	Impaired Loans		and Leases		and Leases		Allowance
	(In thousands)
Commercial and industrial	$	2,136	$	125	$	22,354	$	22,479
Real estate
Consumer mortgage		28,223		4,226		31,314		35,540
Home equity		851		41		7,264		7,305
Agricultural		4,295		544		4,453		4,997
Commercial and industrial-owner occupied		16,073		1,361		19,042		20,403
Construction, acquisition and development		184,918		29,195		29,853		59,048
Commercial		36,207		5,227		28,212		33,439
Credit Cards		-		-		4,126		4,126
All other		702		-		9,576		9,576
Total	$	273,405	$	40,719	$	156,194	$	196,913

XML



LOANS AND LEASES

6 Months Ended

Jun. 30, 2011

LOANS AND LEASES [Abstract]

LOANS AND LEASES

NOTE 2 – LOANS AND LEASES

The Company’s loan and lease portfolio is disaggregated into the following segments:  commercial and industrial; real estate; credit card; and all other loans and leases.  The real estate segment is further disaggregated into the following classes:  consumer mortgage; home equity; agricultural; commercial and industrial-owner occupied; construction, acquisition and development; and commercial.  Certain loans within the prior period real estate consumer mortgage portfolio have been reclassified into the real estate construction acquisition and development portfolio in order to conform to current period presentation. This reclassification was determined necessary based on an analysis of the underlying uses of the collateral of the portfolios. The reclassification did not impact the overall amount of nonperforming loans nor did it impact the allowance for credit losses. A summary of gross loans and leases by segment and class as of the dates indicated follows:

	June 30,				December 31,
	2011		2010		2010
	(In thousands)
Commercial and industrial	$	1,540,048	$	1,499,152	$	1,505,471
Real estate
Consumer mortgages		1,971,499		1,981,475		1,951,563
Home equity		531,787		555,281		543,272
Agricultural		255,310		260,489		252,292
Commercial and industrial-owner occupied		1,366,734		1,407,704		1,331,473
Construction, acquisition and development		1,060,675		1,419,303		1,174,743
Commercial		1,764,648		1,794,644		1,816,951
Credit cards		101,955		102,784		106,345
All other		663,223		670,791		694,241
Total	$	9,255,879	$	9,691,623	$	9,376,351

 The following table shows the Company’s  loans and leases, net of unearned income, as of June 30, 2011 by segment, class and geographical location:

	Alabama								Greater
	and Florida								Memphis		Northeast		Texas and
	Panhandle		Arkansas		Mississippi		Missouri		Area		Tennessee		Louisiana		Other		Total
	(In thousands)
Commercial and industrial	$	63,477	$	219,533	$	322,786	$	85,073	$	24,045	$	84,544	$	274,812	$	452,416	$	1,526,686
Real estate
Consumer mortgages		114,266		273,338		779,838		66,163		87,596		164,453		412,493		73,352		1,971,499
Home equity		64,043		43,224		178,305		29,297		73,790		79,307		62,617		1,204		531,787
Agricultural		7,338		73,285		75,142		5,642		16,248		13,629		58,370		5,656		255,310
Commercial and industrial-owner occupied		125,567		175,098		472,765		74,684		109,132		101,806		246,369		61,313		1,366,734
Construction, acquisition and development		133,335		86,795		273,624		88,309		128,537		130,962		208,406		10,707		1,060,675
Commercial		195,722		340,963		344,926		241,209		132,670		105,507		354,065		49,586		1,764,648
Credit cards		-		-		-		-		-		-		-		101,955		101,955
All other		14,936		42,680		79,088		1,409		48,596		28,516		29,521		390,513		635,259
Total	$	718,684	$	1,254,916	$	2,526,474	$	591,786	$	620,614	$	708,724	$	1,646,653	$	1,146,702	$	9,214,553

The Company does not have any loan concentrations, other than those reflected in the preceding tables, which exceed 10% of total loans.  A substantial portion of construction, acquisition and development loans are secured by real estate in markets in which the Company is located.  Prior to March of 2010, some of these loans were structured with interest reserves to fund interest costs during the construction and development period.  The Company’s general loan policy was changed in March of 2010 to prohibit the use of interest reserves on loans made after that time.  Additionally, certain of these loans were structured with interest-only terms.  A portion of the consumer mortgage and commercial real estate portfolios originated through the permanent financing of construction, acquisition and development loans.  The prolonged economic downturn has negatively impacted many borrowers’ and guarantors’ ability to make payments under the terms of the loans as their liquidity has been depleted.  Accordingly, the ultimate collectability of a substantial portion of these loans and the recovery of a substantial portion of the carrying amount of other real estate owned are susceptible to changes in real estate values in the corresponding areas.  Continued economic distress could negatively impact additional borrowers’ and guarantors’ ability to repay their debt which would make more of the Company’s loans collateral dependent.

The following tables provide details regarding the aging of the Company’s loan and lease portfolio, net of unearned income, by segment and class at June 30, 2011 and December 31, 2010:

	June 30, 2011
													90+ Days
	30-59 Days		60-89 Days		90+ Days		Total				Total		Past Due still
	Past Due		Past Due		Past Due		Past Due		Current		Outstanding		Accruing
	(In thousands)
Commercial and industrial	$	7,022	$	1,691	$	2,503	$	11,216	$	1,515,470	$	1,526,686	$	118
Real estate
Consumer mortgages		14,463		7,639		12,713		34,815		1,936,684		1,971,499		2,482
Home equity		2,779		348		912		4,039		527,748		531,787		242
Agricultural		2,600		318		2,841		5,759		249,551		255,310		-
Commercial and industrial-owner occupied		5,169		2,405		12,518		20,092		1,346,642		1,366,734		-
Construction, acquisition and development		11,375		17,150		64,323		92,848		967,827		1,060,675		432
Commercial		5,433		1,758		18,980		26,171		1,738,477		1,764,648		19
Credit cards		530		337		630		1,497		100,458		101,955		299
All other		2,725		312		894		3,931		631,328		635,259		388
Total	$	52,096	$	31,958	$	116,314	$	200,368	$	9,014,185	$	9,214,553	$	3,980

	December 31, 2010
													90+ Days
	30-59 Days		60-89 Days		90+ Days		Total				Total		Past Due still
	Past Due		Past Due		Past Due		Past Due		Current		Outstanding		Accruing
	(In thousands)
Commercial and industrial	$	13,037	$	848	$	12,000	$	25,885	$	1,465,298	$	1,491,183	$	675
Real estate
Consumer mortgages		16,937		4,481		20,640		42,058		1,909,505		1,951,563		6,521
Home equity		1,258		800		755		2,813		540,459		543,272		173
Agricultural		1,140		3,450		3,527		8,117		244,175		252,292		123
Commercial and industrial-owner occupied		9,260		1,290		7,323		17,873		1,313,600		1,331,473		20
Construction, acquisition and development		22,436		9,837		94,264		126,537		1,048,206		1,174,743		197
Commercial		4,409		4,712		10,507		19,628		1,797,323		1,816,951		-
Credit cards		793		373		780		1,946		104,399		106,345		330
All other		2,058		1,117		847		4,022		661,263		665,285		461
Total	$	71,328	$	26,908	$	150,643	$	248,879	$	9,084,228	$	9,333,107	$	8,500

The following tables provide details of the Company’s loan and lease portfolio, net of unearned income, by segment, class and internally assigned grade at June 30, 2011 and December 31, 2010:

	June 30, 2011
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
	(In thousands)
Commercial and industrial	$	1,477,497	$	1,312	$	40,160	$	1,282	$	450	$	5,985	$	1,526,686
Real estate
Consumer mortgage		1,817,381		3,885		123,392		3,485		87		23,269		1,971,499
Home equity		512,791		793		16,501		427		605		670		531,787
Agricultural		229,001		2,486		16,507		-		-		7,316		255,310
Commercial and industrial-owner occupied		1,269,218		2,304		73,272		651		99		21,190		1,366,734
Construction, acquisition and development		728,194		20,348		114,222		594		286		197,031		1,060,675
Commercial		1,606,844		9,130		102,762		59		-		45,853		1,764,648
Credit Cards		101,645		11		281		18		-		-		101,955
All other		613,573		76		18,847		411		9		2,343		635,259
Total	$	8,356,144	$	40,345	$	505,944	$	6,927	$	1,536	$	303,657	$	9,214,553

	December 31, 2010
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
	(In thousands)
Commercial and industrial	$	1,429,443	$	5,764	$	51,562	$	1,577	$	701	$	2,136	$	1,491,183
Real estate
Consumer mortgage		1,813,740		1,867		104,504		3,106		123		28,223		1,951,563
Home equity		527,047		1,231		13,169		613		361		851		543,272
Agricultural		226,054		309		21,614		-		20		4,295		252,292
Commercial and industrial-owner occupied		1,250,265		1,422		62,783		900		30		16,073		1,331,473
Construction, acquisition and development		845,725		1,882		138,929		2,243		1,046		184,918		1,174,743
Commercial		1,688,228		5,565		86,358		98		495		36,207		1,816,951
Credit Cards		106,181		11		146		7		-		-		106,345
All other		641,292		35		22,735		477		44		702		665,285
Total	$	8,527,975	$	18,086	$	501,800	$	9,021	$	2,820	$	273,405	$	9,333,107

The following tables provide details regarding impaired loans and leases, net of unearned income, by segment and class at June 30, 2011 and December 31, 2010:

	June 30, 2011
			Unpaid				Average Recorded Investment				Interest Income Recognized
	Recorded		Principal		Related		Three months		Six months		Three months		Six months
	Investment in		Balance of		Allowance for		ended		ended		ended		ended
	Impaired Loans		Impaired Loans		Credit Losses		June 30, 2011		June 30, 2011		June 30, 2011		June 30, 2011
	(In thousands)
With no related allowance:
Commercial and industrial	$	4,395	$	6,269	$	-	$	5,589	$	4,258	$	31	$	36
Real estate
Consumer mortgage		15,758		19,023		-		27,727		23,897		195		259
Home equity		456		561		-		632		489		-		-
Agricultural		2,101		2,177		-		3,808		3,120		18		18
Commercial and industrial-owner occupied		12,060		16,955		-		12,727		10,162		53		110
Construction, acquisition and development		118,763		160,553		-		156,510		122,221		391		461
Commercial		10,681		14,502		-		23,220		23,506		112		160
All other		819		5,297		-		2,283		1,535		51		59
Total	$	165,033	$	225,337	$	-	$	232,496	$	189,188	$	851	$	1,103
With an allowance:
Commercial and industrial	$	1,590	$	1,688	$	456	$	3,794	$	4,342	$	5	$	5
Real estate
Consumer mortgage		7,985		8,089		2,278		16,603		17,987		102		249
Home equity		214		214		39		144		385		1		1
Agricultural		5,215		5,690		1,729		4,202		3,887		4		18
Commercial and industrial-owner occupied		9,130		9,450		3,151		12,191		12,150		45		58
Construction, acquisition and development		78,268		85,856		27,721		87,236		95,224		572		965
Commercial		35,172		37,386		10,642		34,377		31,134		183		399
All other		1,050		1,050		794		3,396		1,706		4		5
Total	$	138,624	$	149,423	$	46,810	$	161,943	$	166,815	$	916	$	1,700
Total:
Commercial and industrial	$	5,985	$	7,957	$	456	$	9,383	$	8,600	$	36	$	41
Real estate
Consumer mortgage		23,743		27,112		2,278		44,330		41,884		297		508
Home equity		670		775		39		776		874		1		1
Agricultural		7,316		7,867		1,729		8,010		7,007		22		36
Commercial and industrial-      owner occupied		21,190		26,405		3,151		24,918		22,312		98		168
Construction, acquisition and   development		197,031		246,409		27,721		243,746		217,445		963		1,426
Commercial		45,853		51,888		10,642		57,597		54,640		295		559
All other		1,869		6,347		794		5,679		3,241		55		64
Total	$	303,657	$	374,760	$	46,810	$	394,439	$	356,003	$	1,767	$	2,803

	December 31, 2010
			Unpaid
	Recorded		Principal		Related
	Investment in		Balance of		Allowance for
	Impaired Loans		Impaired Loans		Credit Losses
	(In thousands)
With no related allowance:
Commercial and industrial	$	1,457	$	2,600	$	-
Real estate
Consumer mortgage		11,228		14,273		-
Home equity		290		629		-
Agricultural		1,439		1,981		-
Commercial and industrial-owner occupied		10,920		12,371		-
Construction, acquisition and development		80,204		120,938		-
Commercial		15,795		20,478		-
All other		702		931		-
Total	$	122,035	$	174,201	$	-
With an allowance:
Commercial and industrial	$	679	$	977	$	125
Real estate
Consumer mortgage		16,995		16,644		4,226
Home equity		561		561		41
Agricultural		2,856		3,132		544
Commercial and industrial-owner occupied		5,153		5,298		1,361
Construction, acquisition and development		104,714		123,538		29,195
Commercial		20,412		21,026		5,227
All other		-		-		-
Total	$	151,370	$	171,176	$	40,719
Total:
Commercial and industrial	$	2,136	$	3,577	$	125
Real estate
Consumer mortgage		28,223		30,917		4,226
Home equity		851		1,190		41
Agricultural		4,295		5,113		544
Commercial and industrial-owner occupied		16,073		17,669		1,361
Construction, acquisition and development		184,918		244,476		29,195
Commercial		36,207		41,504		5,227
All other		702		931		-
Total	$	273,405	$	345,377	$	40,719

 The following tables provide details regarding impaired construction, acquisition and development loans and leases, net of unearned income, by collateral type at June 30, 2011 and December 31, 2010:

	June 30, 2011
			Unpaid				Average Recorded Investment				Interest Income Recognized
	Recorded		Principal		Related		Three months		Six months		Three months		Six months
	Investment in		Balance of		Allowance for		ended		ended		ended		ended
	Impaired Loans		Impaired Loans		Credit Losses		June 30, 2011		June 30, 2011		June 30, 2011		June 30, 2011
	(In thousands)
With no related allowance:
Multi-family construction	$	9,174	$	11,756	$	-	$	10,205	$	9,466	$	-	$	-
One-to-four family construction		14,297		17,753		-		11,172		7,861		28		33
Recreation and all other loans		774		1,230		-		660		403		3		4
Commercial construction		8,157		12,097		-		20,194		15,974		53		55
Commercial acquisition and development		19,232		25,254		-		24,619		20,560		49		49
Residential acquisition and development		67,129		92,463		-		89,660		67,957		258		320
Total	$	118,763	$	160,553	$	-	$	156,510	$	122,221	$	391	$	461
With an allowance:
Multi-family construction	$	-	$	-	$	-	$	981	$	1,184	$	-	$	-
One-to-four family construction		8,871		8,977		2,535		5,113		5,120		44		44
Recreation and all other loans		-		-		0		291		474		-		2
Commercial construction		8,460		12,532		2,264		7,210		8,452		25		70
Commercial acquisition and development		17,203		17,695		6,083		16,463		16,505		175		331
Residential acquisition and development		43,734		46,652		16,839		57,178		63,489		328		518
Total	$	78,268	$	85,856	$	27,721	$	87,236	$	95,224	$	572	$	965
Total:
Multi-family construction	$	9,174	$	11,756	$	-	$	11,186	$	10,650	$	-	$	-
One-to-four family construction		23,168		26,730		2,535		16,285		12,981		72		77
Recreation and all other loans		774		1,230		-		951		877		3		6
Commercial construction		16,617		24,629		2,264		27,404		24,426		78		125
Commercial acquisition and development		36,435		42,949		6,083		41,082		37,065		224		380
Residential acquisition and development		110,863		139,115		16,839		146,838		131,446		586		838
Total	$	197,031	$	246,409	$	27,721	$	243,746	$	217,445	$	963	$	1,426

`	December 31, 2010
			Unpaid
	Recorded		Principal		Related
	Investment in		Balance of		Allowance for
	Impaired Loans		Impaired Loans		Credit Losses
	(In thousands)
With no related allowance:
Multi-family construction	$	8,293	$	9,975	$	-
One-to-four family construction		6,511		11,749		-
Recreation and all other loans		392		580		-
Commercial construction		11,171		13,062		-
Commercial acquisition and development		7,897		12,501		-
Residential acquisition and development		45,940		73,071		-
Total	$	80,204	$	120,938	$	-
With an allowance:
Multi-family construction	$	1,904	$	6,978	$	4
One-to-four family construction		11,939		14,846		932
Recreation and all other loans		498		498		148
Commercial construction		12,459		12,612		5,246
Commercial acquisition and development		21,575		21,575		8,424
Residential acquisition and development		56,339		67,029		14,441
Total	$	104,714	$	123,538	$	29,195
Total:
Multi-family construction	$	10,197	$	16,953	$	4
One-to-four family construction		18,450		26,595		932
Recreation and all other loans		890		1,078		148
Commercial construction		23,630		25,674		5,246
Commercial acquisition and development		29,472		34,076		8,424
Residential acquisition and development		102,279		140,100		14,441
Total	$	184,918	$	244,476	$	29,195

Loans considered impaired under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, Receivables (“FASB ASC 310”) are loans for which, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Company’s recorded investment in loans considered impaired at June 30, 2011 and December 31, 2010 was $303.7 million and $273.4 million, respectively.  At June 30, 2011 and December 31, 2010, $138.6 million and $151.4 million, respectively, of those impaired loans had a valuation allowance of $46.8 million and $40.7 million, respectively.  The remaining balance of impaired loans of $165.1 million and $122.0 million at June 30, 2011 and December 31, 2010, respectively, were carried at fair value, less estimated selling costs which approximated net realizable value.  Therefore, such loans did not have an associated valuation allowance.  Impaired loans that were characterized as troubled debt restructurings (“TDRs”) totaled $75.8 million and $63.7 million at June 30, 2011 and December 31, 2010, respectively.

Non-performing loans and leases (“NPLs”) consist of non-accrual loans and leases, loans and leases 90 days or more past due and still accruing, and loans and leases that have been restructured because of the borrower’s weakened financial condition.  The following table presents information concerning NPLs as of the dates indicated:

	June 30,				December 31,
	2011		2010		2010
	(In thousands)
Non-accrual loans and leases	$	331,076	$	263,758	$	347,499
Loans and leases 90 days or more past due, still accruing		3,980		17,696		8,500
Restructured loans and leases still accruing		44,786		20,813		38,376
Total non-performing loans and leases	$	379,842	$	302,267	$	394,375

The Bank’s policy for all loan classifications provides that loans and leases are generally placed in non-accrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due, unless the loan or lease is both well-secured and in the process of collection.  At June 30, 2011, the Company’s geographic NPL distribution was concentrated primarily in its Alabama and Tennessee markets, including the greater Memphis, Tennessee area, a portion of which is in northwest Mississippi.  The following table presents the Company’s nonaccrual loans and leases by segment and class as of the dates indicated:

	June 30,				December 31,
	2011		2010		2010
	(In thousands)
Commercial and industrial	$	9,337	$	6,280	$	13,075
Real estate
Consumer mortgages		34,174		22,618		34,021
Home equity		1,232		1,565		811
Agricultural		8,526		3,972		7,589
Commercial and industrial-owner occupied		26,387		12,061		20,338
Construction, acquisition and development		200,434		174,725		211,547
Commercial		48,571		38,921		57,766
Credit cards		546		726		720
All other		1,869		2,890		1,632
Total	$	331,076	$	263,758	$	347,499

In the normal course of business, management grants concessions, which would not otherwise be considered, to borrowers that are experiencing financial difficulty.  Loans identified as meeting the criteria set out in FASB ASC 310 are identified as TDRs.  The concessions granted most frequently for TDRs involve reductions or delays in required payments of principal and interest for a specified period, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan.  In most cases, the conditions of the credit also warrant nonaccrual status, even after the restructure occurs.  As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure.  TDR loans may be returned to accrual status if there has been at least a six-month period of sustained repayment performance by the borrower.  During the second quarter and first six months of 2011, the most common concessions that were granted involved rescheduling payments of principal and interest over a longer amortization period, granting a period of reduced principal payment or interest only payment for a limited time period, or the rescheduling of payments in accordance with a bankruptcy plan.

XML



SEGMENT REPORTING

6 Months Ended

Jun. 30, 2011

SEGMENT REPORTING [Abstract]

SEGMENT REPORTING

NOTE 11 - SEGMENT REPORTING

The Company is a financial holding company with subsidiaries engaged in the business of banking and activities closely related to banking.  The Company determines reportable segments based upon the services offered, the significance of those services to the Company's financial condition and operating results and management's regular review of the operating results of those services.  The Company's primary segment is Community Banking, which includes providing a full range of deposit products, commercial loans and consumer loans.  The Company has also designated two additional reportable segments -- Insurance Agencies and General Corporate and Other.  The Company's insurance agencies serve as agents in the sale of title insurance, commercial lines of insurance and full lines of property and casualty, life, health and employee benefits products and services.  The General Corporate and Other operating segment includes leasing, mortgage lending, trust services, credit card activities, investment services and other activities not allocated to the Community Banking or Insurance Agencies operating segments.

Results of operations and selected financial information by operating segment for the three-month and six-month periods ended June 30, 2011 and 2010 were as follows:

						General
	Community			Insurance		Corporate
	Banking			Agencies		and Other			Total
	(In thousands)
Three months ended June 30, 2011:
Results of Operations
Net interest revenue	$	102,880		$	84	$	6,948		$	109,912
Provision for credit losses		32,534			-		(294	)		32,240
Net interest revenue after provision for credit losses		70,346			84		7,242			77,672
Noninterest revenue		40,913			22,890		11,341			75,144
Noninterest expense		91,936			19,011		26,122			137,069
Income (loss) before income taxes		19,323			3,963		(7,539	)		15,747
Income tax expense (benefit)		4,063			1,576		(2,718	)		2,921
Net income (loss)	$	15,260		$	2,387	$	(4,821	)	$	12,826
Selected Financial Information
Total assets at end of period	$	10,483,137		$	171,122	$	2,712,791		$	13,367,050
Depreciation and amortization		6,107			972		1,069			8,148
Three months ended June 30, 2010:
Results of Operations
Net interest revenue	$	99,271		$	146	$	9,912		$	109,329
Provision for credit losses		58,789			-		3,565			62,354
Net interest revenue after provision for credit losses		40,482			146		6,347			46,975
Noninterest revenue		27,474			21,625		7,987			57,086
Noninterest expense		77,975			18,074		23,967			120,016
(Loss) income before income taxes		(10,019	)		3,697		(9,633	)		(15,955	)
Income tax (benefit) expense		(2,132	)		1,457		(2,720	)		(3,395	)
Net (loss) income	$	(7,887	)	$	2,240	$	(6,913	)	$	(12,560	)
Selected Financial Information
Total assets at end of period	$	10,956,724		$	173,210	$	2,291,070		$	13,421,004
Depreciation and amortization		6,678			1,104		564			8,346

						General
	Community			Insurance		Corporate
	Banking			Agencies		and Other			Total
	(In thousands)
Six months ended June 30, 2011:
Results of Operations
Net interest revenue	$	205,543		$	179	$	13,627		$	219,349
Provision for credit losses		85,775			-		(56	)		85,719
Net interest revenue after provision for credit losses		119,768			179		13,683			133,630
Noninterest revenue		68,905			45,427		29,123			143,455
Noninterest expense		174,654			37,063		55,362			267,079
Income (loss) before income taxes		14,019			8,543		(12,556	)		10,006
Income tax expense (benefit)		1,962			3,401		(7,689	)		(2,326	)
Net income (loss)	$	12,057		$	5,142	$	(4,867	)	$	12,332
Selected Financial Information
Total assets at end of period	$	10,483,137		$	171,122	$	2,712,791		$	13,367,050
Depreciation and amortization		12,381			1,946		2,149			16,476
Six months ended June 30, 2010:
Results of Operations
Net interest revenue	$	200,611		$	294	$	20,306		$	221,211
Provision for credit losses		100,738			-		5,135			105,873
Net interest revenue after provision for credit losses		99,873			294		15,171			115,338
Noninterest revenue		53,766			43,359		23,293			120,418
Noninterest expense		155,585			35,477		49,437			240,499
(Loss) income before income taxes		(1,946	)		8,176		(10,973	)		(4,743	)
Income tax (benefit) expense		(238	)		3,239		(3,580	)		(579	)
Net (loss) income	$	(1,708	)	$	4,937	$	(7,393	)	$	(4,164	)
Selected Financial Information
Total assets at end of period	$	10,956,724		$	173,210	$	2,291,070		$	13,421,004
Depreciation and amortization		13,634			2,164		1,106			16,904

The increased net income of the Community Banking operating segment for the three months and six months ended June 30, 2011 was primarily related to the decrease in the provision for credit losses.

XML



OTHER NONINTEREST INCOME AND EXPENSE (Tables)

6 Months Ended

Jun. 30, 2011

OTHER NONINTEREST INCOME AND EXPENSE [Abstract]

Other Noninterest Income

The following table details other noninterest revenue for the three months and six months ended June 30, 2011 and 2010:

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(In thousands)
Annuity fees	$	1,094	$	698	$	2,390	$	1,479
Brokerage commissions and fees		1,437		1,419		3,075		2,736
Bank-owned life insurance		2,223		1,972		3,922		3,641
Other miscellaneous income		4,732		3,227		9,415		7,143
Total other noninterest income	$	9,486	$	7,316	$	18,802	$	14,999

Other Noninterest Expense

The following table details other noninterest expense for the three months and six months ended June 30, 2011 and 2010:

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(In thousands)
Advertising	$	1,291	$	1,196	$	2,180	$	1,852
Foreclosed property expense		3,765		3,813		10,847		7,351
Telecommunications		2,036		2,494		4,179		4,694
Public relations		1,554		1,656		3,068		3,304
Data processing		2,365		1,594		4,666		3,064
Computer software		1,899		1,900		3,747		3,604
Amortization of intangibles		833		984		1,687		1,999
Legal fees		1,095		1,313		3,681		2,641
Postage and shipping		1,171		1,178		2,468		2,538
Other miscellaneous expense		18,877		14,933		36,244		30,446
Total other noninterest expense	$	34,886	$	31,061	$	72,767	$	61,493

XML



OTHER NONINTEREST INCOME AND EXPENSE

6 Months Ended

Jun. 30, 2011

OTHER NONINTEREST INCOME AND EXPENSE [Abstract]

OTHER NONINTEREST INCOME AND EXPENSE

NOTE 15 - OTHER NONINTEREST REVENUE AND EXPENSE

The following table details other noninterest revenue for the three months and six months ended June 30, 2011 and 2010:

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(In thousands)
Annuity fees	$	1,094	$	698	$	2,390	$	1,479
Brokerage commissions and fees		1,437		1,419		3,075		2,736
Bank-owned life insurance		2,223		1,972		3,922		3,641
Other miscellaneous income		4,732		3,227		9,415		7,143
Total other noninterest income	$	9,486	$	7,316	$	18,802	$	14,999

The following table details other noninterest expense for the three months and six months ended June 30, 2011 and 2010:

	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
	(In thousands)
Advertising	$	1,291	$	1,196	$	2,180	$	1,852
Foreclosed property expense		3,765		3,813		10,847		7,351
Telecommunications		2,036		2,494		4,179		4,694
Public relations		1,554		1,656		3,068		3,304
Data processing		2,365		1,594		4,666		3,064
Computer software		1,899		1,900		3,747		3,604
Amortization of intangibles		833		984		1,687		1,999
Legal fees		1,095		1,313		3,681		2,641
Postage and shipping		1,171		1,178		2,468		2,538
Other miscellaneous expense		18,877		14,933		36,244		30,446
Total other noninterest expense	$	34,886	$	31,061	$	72,767	$	61,493

XML



Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
ASSETS
Cash and due from banks	$ 166,761	$ 99,916	$ 370,499
Interest bearing deposits with other banks	304,344	172,170	111,040
Held-to-maturity securities, at amortized cost	0	1,613,019	1,147,157
Available-for-sale securities, at fair value	2,560,824	1,096,062	962,692
Federal funds sold and securities purchased under agreement to resell	0	150,000	75,000
Loans and leases	9,255,879	9,376,351	9,691,623
Less: Unearned income	41,326	43,244	44,721
Allowance for credit losses	197,627	196,913	200,744
Net loans	9,016,926	9,136,194	9,446,158
Loans held for sale	70,519	93,697	95,987
Premises and equipment, net	328,075	332,890	336,645
Accrued interest receivable	55,525	61,025	63,862
Goodwill	271,297	270,097	270,097
Bank owned life insurance	197,028	194,064	190,828
Other real estate owned	151,204	133,412	67,560
Other assets	244,547	262,464	283,479
TOTAL ASSETS	13,367,050	13,615,010	13,421,004
Deposits:
Demand: Noninterest bearing	2,096,655	2,060,145	1,897,977
Interest bearing	4,939,553	4,931,518	4,725,457
Savings	944,993	863,034	770,112
Other time	3,327,262	3,635,324	3,827,095
Total deposits	11,308,463	11,490,021	11,220,641
Federal funds purchased and securities sold under agreement to repurchase	426,097	440,593	481,109
Short-term Federal Home Loan Bank and other short-term borrowings	703	2,727	3,500
Accrued interest payable	11,348	14,336	17,508
Junior subordinated debt securities	160,312	160,312	160,312
Long-term Federal Home Loan Bank borrowings	35,000	110,000	110,749
Other liabilities	178,424	174,777	186,926
TOTAL LIABILITIES	12,120,347	12,392,766	12,180,745
SHAREHOLDERS' EQUITY
Common stock, $2.50 par value per share Authorized - 500,000,000 shares; Issued - 83,488,962 83,481,737 and 83,481,738 shares, respectively	208,722	208,704	208,704
Capital surplus	226,362	224,976	223,922
Accumulated other comprehensive loss	6,289	(14,453)	(5,008)
Retained earnings	805,330	803,017	812,641
TOTAL SHAREHOLDERS' EQUITY	1,246,703	1,222,244	1,240,259
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 13,367,050	$ 13,615,010	$ 13,421,004

XML



LOANS AND LEASES, Aging (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	$ 52,096	$ 71,328
60-89 Days Past Due	31,958	26,908
90 Plus Days Past Due	116,314	150,643
Total Past Due	200,368	248,879
Current	9,014,185	9,084,228
Total Outstanding	9,214,553	9,333,107
90 Plus Days Past Due still Accruing	3,980	8,500	17,696
Commercial and industrial segment [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	7,022	13,037
60-89 Days Past Due	1,691	848
90 Plus Days Past Due	2,503	12,000
Total Past Due	11,216	25,885
Current	1,515,470	1,465,298
Total Outstanding	1,526,686	1,491,183
90 Plus Days Past Due still Accruing	118	675
Real estate segment [Member] | Consumer mortgage [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	14,463	16,937
60-89 Days Past Due	7,639	4,481
90 Plus Days Past Due	12,713	20,640
Total Past Due	34,815	42,058
Current	1,936,684	1,909,505
Total Outstanding	1,971,499	1,951,563
90 Plus Days Past Due still Accruing	2,482	6,521
Real estate segment [Member] | Home equity [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	2,779	1,258
60-89 Days Past Due	348	800
90 Plus Days Past Due	912	755
Total Past Due	4,039	2,813
Current	527,748	540,459
Total Outstanding	531,787	543,272
90 Plus Days Past Due still Accruing	242	173
Real estate segment [Member] | Agricultural [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	2,600	1,140
60-89 Days Past Due	318	3,450
90 Plus Days Past Due	2,841	3,527
Total Past Due	5,759	8,117
Current	249,551	244,175
Total Outstanding	255,310	252,292
90 Plus Days Past Due still Accruing	0	123
Real estate segment [Member] | Commercial and industrial-owner occupied [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	5,169	9,260
60-89 Days Past Due	2,405	1,290
90 Plus Days Past Due	12,518	7,323
Total Past Due	20,092	17,873
Current	1,346,642	1,313,600
Total Outstanding	1,366,734	1,331,473
90 Plus Days Past Due still Accruing	0	20
Real estate segment [Member] | Construction, acquisition and development [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	11,375	22,436
60-89 Days Past Due	17,150	9,837
90 Plus Days Past Due	64,323	94,264
Total Past Due	92,848	126,537
Current	967,827	1,048,206
Total Outstanding	1,060,675	1,174,743
90 Plus Days Past Due still Accruing	432	197
Real estate segment [Member] | Commercial [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	5,433	4,409
60-89 Days Past Due	1,758	4,712
90 Plus Days Past Due	18,980	10,507
Total Past Due	26,171	19,628
Current	1,738,477	1,797,323
Total Outstanding	1,764,648	1,816,951
90 Plus Days Past Due still Accruing	19	0
Credit cards segment [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	530	793
60-89 Days Past Due	337	373
90 Plus Days Past Due	630	780
Total Past Due	1,497	1,946
Current	100,458	104,399
Total Outstanding	101,955	106,345
90 Plus Days Past Due still Accruing	299	330
All other receivables [Member]
Aging of loan and lease portfolio [Abstract]
30-59 Days Past Due	2,725	2,058
60-89 Days Past Due	312	1,117
90 Plus Days Past Due	894	847
Total Past Due	3,931	4,022
Current	631,328	661,263
Total Outstanding	635,259	665,285
90 Plus Days Past Due still Accruing	$ 388	$ 461

XML



MORTGAGE SERVICING RIGHTS (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Data and assumptions used in fair value calculation [Abstract]
Unpaid principal balance	$ 4,026,851,000	$ 3,552,221,000	$ 4,026,851,000	$ 3,552,221,000	$ 3,870,872,000
Weighted-average prepayment speed (CPR)			15.40%	21.10%	15.60%
Discount rate (annual percentage) (in hundredths)			10.30%	10.30%	10.30%
Weighted-average coupon interest rate (percentage) (in hundredths)			5.20%	5.50%	5.20%
Weighted-average remaining maturity (months)			315.0	321.0	315.0
Weighted-average servicing fee (basis points)			28.20%	28.80%	28.40%
Contractually specified servicing fees, late fees, and ancillary fees [Abstract]
Contractual servicing fees	2,900,000	2,600,000	5,700,000	5,100,000
Late and other ancillary fees	311,000	333,000	632,000	684,000
Closed End Loans for One-to-Four Family Residences, Secured by First Liens [Member]
Activity in mortgage servicing asset [Roll Forward]
Fair value as of beginning of period			38,642,000	35,560,000	35,560,000
Additions:
Origination of servicing assets			4,811,000	4,859,000
Changes in fair value:
Due to payoffs/paydowns			(2,690,000)	(2,736,000)
Due to change in valuation inputs or assumptions used in the valuation model			(1,299,000)	(8,315,000)
Other changes in fair value			(9,000)	(5,000)
Fair value as of end of period	$ 39,455,000	$ 29,363,000	$ 39,455,000	$ 29,363,000

XML



COMPREHENSIVE INCOME (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net unrealized gains on available-for-sale securities, before tax amount [Abstract]
Unrealized gains arising during holding period, before tax amount	$ 46,461	$ 7,889	$ 42,417	$ 4,931
Less: Reclassification adjustment for net gains realized in net income, before tax amount	(10,045)	585	(10,062)	(712)
Recognized employee benefit plan net periodic benefit cost, before tax amount	633	652	1,266	1,286
Other comprehensive income (loss), before tax amount	37,049	9,126	33,621	5,505
Net unrealized gains on available-for-sale securities, tax (expense) benefit [Abstract]
Unrealized losses arising during holding period, tax (expense) benefit	(17,781)	(3,015)	(16,244)	(1,884)
Less: Reclassification adjustment for net gains realized in net income, tax (expense) benefit	3,842	(224)	3,849	272
Recognized employee benefit plan net periodic benefit cost, tax (expense) benefit	(242)	(250)	(484)	(492)
Other comprehensive income (loss), tax (expense) benefit	(14,181)	(3,489)	(12,879)	(2,104)
Net unrealized gains on available-for-sale securities, net of tax amount [Abstract]
Unrealized losses arising during holding periods, net of tax amount	28,680	4,874	26,173	3,047
Less: Reclassification adjustment for net gains realized in net income, net of tax amount	(6,203)	361	(6,213)	(440)
Recognized employee benefit plan net periodic benefit cost, net of tax amount	391	402	782	794
Other comprehensive income (loss), net of tax amount	22,868	5,637	20,742	3,401
Net income (loss)	12,826	(12,560)	12,332	(4,164)
Comprehensive income (loss)	$ 35,694	$ (6,923)	$ 33,074	$ (763)

XML



GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Carrying amounts of goodwill [Roll Forward]
Balance, beginning of period			$ 270,097
Balance, end of period	271,297	270,097	271,297	270,097
Minimum percentage of fair value over carrying value for goodwill impairment analysis (in hundredths)	15.00%		15.00%
Amortized intangible assets:
Gross Carrying Amount	60,625	60,312	60,625	60,312
Accumulated Amortization	43,064	41,377	43,064	41,377
Aggregate amortization expense [Abstract]
Total	832	984	1,687	1,999
Community Banking [Member]
Carrying amounts of goodwill [Roll Forward]
Balance, beginning of period			217,618
Goodwill recorded during the period			0
Balance, end of period	217,618		217,618
Insurance Agencies [Member]
Carrying amounts of goodwill [Roll Forward]
Balance, beginning of period			52,479
Goodwill recorded during the period			1,200
Balance, end of period	53,679		53,679
Core deposit intangibles [Member]
Amortized intangible assets:
Gross Carrying Amount	27,801		27,801		27,801
Accumulated Amortization	20,231		20,231		19,716
Aggregate amortization expense [Abstract]
Total	248	323	515	662
Estimated Amortization Expense:
For year ending December 31, 2011			1,016
For year ending December 31, 2012			946
For year ending December 31, 2013			582
For year ending December 31, 2014			526
For year ending December 31, 2015			157
Customer relationship intangibles [Member]
Amortized intangible assets:
Gross Carrying Amount	32,749		32,749		32,511
Accumulated Amortization	22,814		22,814		21,661
Aggregate amortization expense [Abstract]
Total	575	661	1,153	1,337
Estimated Amortization Expense:
For year ending December 31, 2011			2,223
For year ending December 31, 2012			1,905
For year ending December 31, 2013			1,632
For year ending December 31, 2014			1,398
For year ending December 31, 2015			1,136
Non-solicitation intangibles [Member]
Amortized intangible assets:
Gross Carrying Amount	75		75		0
Accumulated Amortization	19		19		0
Aggregate amortization expense [Abstract]
Total	9	0	19	0
Estimated Amortization Expense:
For year ending December 31, 2011			38
For year ending December 31, 2012			37
For year ending December 31, 2013			0
For year ending December 31, 2014			0
For year ending December 31, 2015			0
Trade names [Member]
Unamortized intangible assets:
Gross Carrying Amount	$ 688		$ 688		$ 688

XML



COMMITMENTS AND CONTINGENT LIABILITIES (Details)	6 Months Ended
	Jun. 30, 2011	May 18, 2010 Purported Class Action Lawsuit [Member]
COMMITMENTS AND CONTINGENT LIABILITIES [Abstract]
Number of states in which offices are located	nine
Loss Contingencies [Line Items]
Number of customers who filed a purported class action lawsuit		two

XML



LOANS AND LEASES, Grade (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	$ 9,214,553	$ 9,333,107
Commercial and industrial segment [Member] | Pass [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,477,497	1,429,443
Credit cards segment [Member] | Pass [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	101,645	106,181
All other receivables [Member] | Pass [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	613,573	641,292
Consumer mortgage [Member] | Pass [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,817,381	1,813,740
Home equity [Member] | Pass [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	512,791	527,047
Agricultural [Member] | Pass [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	229,001	226,054
Commercial and industrial-owner occupied [Member] | Pass [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,269,218	1,250,265
Construction, acquisition and development [Member] | Pass [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	728,194	845,725
Commercial [Member] | Pass [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,606,844	1,688,228
Pass [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	8,356,144	8,527,975
Commercial and industrial segment [Member] | Special Mention [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,312	5,764
Credit cards segment [Member] | Special Mention [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	11	11
All other receivables [Member] | Special Mention [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	76	35
Consumer mortgage [Member] | Special Mention [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	3,885	1,867
Home equity [Member] | Special Mention [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	793	1,231
Agricultural [Member] | Special Mention [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	2,486	309
Commercial and industrial-owner occupied [Member] | Special Mention [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	2,304	1,422
Construction, acquisition and development [Member] | Special Mention [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	20,348	1,882
Commercial [Member] | Special Mention [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	9,130	5,565
Special Mention [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	40,345	18,086
Commercial and industrial segment [Member] | Substandard [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	40,160	51,562
Credit cards segment [Member] | Substandard [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	281	146
All other receivables [Member] | Substandard [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	18,847	22,735
Consumer mortgage [Member] | Substandard [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	123,392	104,504
Home equity [Member] | Substandard [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	16,501	13,169
Agricultural [Member] | Substandard [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	16,507	21,614
Commercial and industrial-owner occupied [Member] | Substandard [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	73,272	62,783
Construction, acquisition and development [Member] | Substandard [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	114,222	138,929
Commercial [Member] | Substandard [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	102,762	86,358
Substandard [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	505,944	501,800
Commercial and industrial segment [Member] | Doubtful [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,282	1,577
Credit cards segment [Member] | Doubtful [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	18	7
All other receivables [Member] | Doubtful [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	411	477
Consumer mortgage [Member] | Doubtful [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	3,485	3,106
Home equity [Member] | Doubtful [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	427	613
Agricultural [Member] | Doubtful [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	0	0
Commercial and industrial-owner occupied [Member] | Doubtful [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	651	900
Construction, acquisition and development [Member] | Doubtful [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	594	2,243
Commercial [Member] | Doubtful [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	59	98
Doubtful [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	6,927	9,021
Commercial and industrial segment [Member] | Loss [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	450	701
Credit cards segment [Member] | Loss [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	0	0
All other receivables [Member] | Loss [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	9	44
Consumer mortgage [Member] | Loss [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	87	123
Home equity [Member] | Loss [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	605	361
Agricultural [Member] | Loss [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	0	20
Commercial and industrial-owner occupied [Member] | Loss [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	99	30
Construction, acquisition and development [Member] | Loss [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	286	1,046
Commercial [Member] | Loss [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	0	495
Loss [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,536	2,820
Commercial and industrial segment [Member] | Impaired [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	5,985	2,136
Credit cards segment [Member] | Impaired [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	0	0
All other receivables [Member] | Impaired [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	2,343	702
Consumer mortgage [Member] | Impaired [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	23,269	28,223
Home equity [Member] | Impaired [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	670	851
Agricultural [Member] | Impaired [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	7,316	4,295
Commercial and industrial-owner occupied [Member] | Impaired [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	21,190	16,073
Construction, acquisition and development [Member] | Impaired [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	197,031	184,918
Commercial [Member] | Impaired [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	45,853	36,207
Impaired [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	303,657	273,405
Commercial and industrial segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,526,686	1,491,183
Consumer mortgage [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,971,499	1,951,563
Home equity [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	531,787	543,272
Agricultural [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	255,310	252,292
Commercial and industrial-owner occupied [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,366,734	1,331,473
Construction, acquisition and development [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,060,675	1,174,743
Commercial [Member] | Real estate segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	1,764,648	1,816,951
Credit cards segment [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	101,955	106,345
All other receivables [Member]
Loan and lease portfolio, net of unearned income, by grade [Abstract]
Total	$ 635,259	$ 665,285