REGULATORY MATTERS (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Compliance with Regulatory Capital Requirements

The Company is subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Quantitative measures established by the Board of Governors of the Federal Reserve to ensure capital adequacy require the Company to maintain minimum capital amounts and ratios (risk-based capital ratios). All banking companies are required to have core capital ("Tier 1") of at least 4% of risk-weighted assets, total capital of at least 8% of risk-weighted assets and a minimum Tier 1 leverage ratio of 4% of adjusted average assets. The regulations also define well capitalized levels of Tier 1, total capital and Tier 1 leverage as 6%, 10% and 5%, respectively. The Company and the Bank had Tier 1, total capital and Tier 1 leverage above the well capitalized levels at December 31, 2012 and 2011, respectively, as set forth in the following table:

	2012					2011
	Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
Tier 1 capital (to risk-weighted assets)
BancorpSouth, Inc.	$	1,316,905		13.77	%	$	1,129,746		11.77	%
BancorpSouth Bank		1,191,567		12.48			1,099,369		11.46
Total capital (to risk-weighted assets)
BancorpSouth, Inc.		1,437,320		15.03			1,250,801		13.03
BancorpSouth Bank		1,311,840		13.74			1,220,424		12.73
Tier 1 leverage capital (to average assets)
BancorpSouth, Inc.		1,316,905		10.25			1,129,746		8.85
BancorpSouth Bank		1,191,567		9.34			1,099,369		8.67

- Definition

Tabular disclosure of the capital amounts and ratios as of the balance sheet date, indicating whether the entity or entities are in compliance with regulatory capital requirements, by entity.

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