8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2010 (March 15, 2010)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

     On March 15, 2010, BancorpSouth, Inc. (the “Company”) issued a press release announcing the filing of its Annual Report on Form 10-K and the revision of its previously reported financial results for the periods ended December 31, 2009, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference in its entirety.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

     The Company will conduct a conference call at 8:00 a.m. (Central Time) on March 16, 2010 to discuss the revision of its previously reported financial results for the periods ended December 31, 2009. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit 99.1 Press release issued on March 15, 2010 by BancorpSouth, Inc.

Exhibit 99.2 Presentation for conference call to be conducted by BancorpSouth, Inc. on March 16, 2010

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 hereunto duly authorized.

BANCORPSOUTH, INC.
By:	/s/ William L. Prater
	William L. Prater
	Treasurer and Chief Financial Officer

Date: March 16, 2010

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on March 15, 2010 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on March 16, 2010

EX-99.1

Exhibit 99.1

News Release

Contact:
William L. Prater	Gary C. Bonds
Treasurer and Chief Financial Officer	Senior Vice President and Principal Accounting Officer
662/680-2000	662/680-2332

BancorpSouth Files Annual Report on Form 10-K for 2009

Revises Previously Reported Financial Condition and Results of Operation

TUPELO, Miss., March 15, 2010/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced the filing of its Annual Report on Form 10-K for the year ended December 31, 2009 with the Securities and Exchange Commission. As previously announced, the delay in filing the annual report resulted from management’s determination, in consultation with BancorpSouth’s independent registered public accounting firm and with the concurrence of the Audit Committee of the Board of Directors, that certain asset quality indicators, including the allowance for credit losses, and their impact on BancorpSouth’s financial statements for the fourth quarter and year ended December 31, 2009, should be further reviewed. As a result of this review, the Company’s previously announced results for the fourth quarter and year ended December 31, 2009 have been revised to reflect, among other things:

• A $27.6 million increase in the provision for credit losses; a $4.5 million increase in foreclosed property expense, which included $3.8 million for a valuation allowance; a $2.3 million expense related to a specific litigation matter; and a reversal of interest income totaling $606,000 related to loans placed on non-accrual.

• A $21.6 million, or $0.26 per diluted share, reduction in net income, producing a net loss of $2.1 million, or $0.03 per diluted share, for the fourth quarter of 2009 and net income of $82.7 million, or $0.99 per diluted share, for the full-year 2009.

• Nonperforming loans and leases of $186.5 million, or 1.91 percent of net loans and leases at year end.

• Annualized net charge-offs of 1.27 percent of average loans and leases for the fourth quarter of 2009 and 0.76 percent for full-year 2009.

• An allowance for credit losses at year-end that was equal to 2.4 times net charge-offs for 2009 and 94 percent of non-performing loans and leases. The allowance for credit losses at year end was 1.80 percent of net loans and leases.

• A ratio of shareholders’ equity to assets of 9.69 percent at the end of 2009 and tangible equity to assets of 7.63 percent. Year-end Tier 1 risk-based capital of 11.17 percent and total risk-based capital of 12.42 percent compared favorably with required minimum levels of 6 percent and 10 percent, respectively, to meet the definition of “well capitalized” under federal regulations.

BXS Announces Filing of Annual Report on Form 10-K for 2009
Page 2
March 15, 2010

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, commented, “BancorpSouth has completed an in-depth review of asset quality and adequacy of its allowance for credit losses. In February, it became necessary to determine whether certain additional provisions should be made in the fourth quarter of 2009. Working in conjunction with our independent auditors, we concluded that these matters should be included in the results of operations for the fourth quarter of 2009.

“The Company undertook a very thorough review of credit quality and adequacy of the allowance for credit losses, focusing especially on the real estate acquisition and development portfolio. As a result of this review, we determined that $27.6 million should be added to the provision as a result of rating downgrades and impairments.

“Given the deterioration in real estate values generally, we also determined that the Company should write down the net carrying value of other real estate owned by $4.5 million. This write-down included the establishment of a valuation reserve of $3.8 million for losses in other real estate owned. Another factor was the conclusion of a pending litigation matter in March 2010, which resulted in an additional litigation reserve of $2.3 million. The net effect of these and less significant individual adjustments resulted in essentially a break-even fourth quarter and annual earnings for 2009 of $82.7 million.

“To ensure an even stronger focus on credit quality in this difficult economic environment, the Company is currently taking steps to establish a centralized real estate risk management group which will add strength and direction to improved procedures for real estate appraisal processes, early identification and impairment of troubled credits, and generally tightened controls on all aspects of administration of this portfolio.

“As a result of our review, the allowance for credit losses was a 2.4 multiple of 2009 net charge-offs and 94 percent of non-performing loans at year end. I am confident that these enhanced reserves place the Company’s balance sheet in an extremely strong position.”

Conference Call

BancorpSouth will conduct a conference call to discuss the Company’s filing of its Annual Report on Form 10-K for 2009 tomorrow, March 16, 2010, at 8:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at http://www.bancorpsouth.com. Related presentation materials will be posted to the Company’s website prior to the call. A replay of the conference call will be available at BancorpSouth’s website for at least two weeks following the call.

Forward-Looking Statements

Certain statements contained in this news release may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could” or “intend.” These forward-looking statements

BXS Announces Filing of Annual Report on Form 10-K for 2009
Page 3
March 15, 2010

include, without limitation, statements relating to asset quality, allowance and provision for credit losses, reserves, the establishment of a commercial real estate risk management group and the continuation of the economic downturn.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements because of a variety of factors. These factors may include, but are not limited to, changes in general business or economic conditions or government fiscal and monetary policies, volatility and disruption in national and international financial markets, fluctuations in prevailing interest rates and the ability of BancorpSouth to manage its assets and liabilities to limit exposure to changing interest rates, the ability of BancorpSouth to increase noninterest revenue and expand noninterest revenue business, the ability of BancorpSouth to maintain credit quality, changes in laws and regulations affecting financial service companies in general, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide and market competitive services and products, changes in BancorpSouth’s operating or expansion strategy, BancorpSouth’s business model, geographic concentration of BancorpSouth’s assets, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of BancorpSouth to achieve profitable growth and increase shareholder value, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to identify, close and effectively integrate potential acquisitions, the ability of BancorpSouth to expand geographically and enter growing markets, changes in consumer preferences, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in BancorpSouth’s filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.2 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 314 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas. BancorpSouth Bank also operates an insurance location in Illinois.

BancorpSouth, Inc.
Selected Financial Data

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
	(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	112,347		$	111,321		$	444,899		$	440,836
Provision for credit losses		62,271			17,822			117,324			56,176
Noninterest revenue		64,505			40,085			275,276			245,607
Noninterest expense		123,361			111,728			490,017			455,913
Income (loss) before income taxes		(8,780	)		21,856			112,834			174,354
Income tax provision		(6,634	)		5,060			30,105			53,943
Net income (loss)		($2,146	)	$	16,796		$	82,729		$	120,411
Earning (loss) per share: Basic		($0.03	)	$	0.20		$	0.99		$	1.46
Diluted		($0.03	)	$	0.20		$	0.99		$	1.45
Balance sheet data at December 31:
Total assets							$	13,167,867		$	13,480,218
Total earning assets								11,939,776			12,210,439
Loans and leases, net of unearned income								9,775,136			9,691,277
Allowance for credit losses								176,043			132,793
Total deposits								10,677,702			9,711,872
Common shareholders’ equity								1,276,296			1,240,260
Book value per share								15.29			14.92
Average balance sheet data:
Total assets	$	13,065,172		$	13,279,593		$	13,203,659		$	13,200,801
Total earning assets		11,966,504			12,109,660			12,078,437			12,037,141
Loans and leases, net of unearned interest		9,750,989			9,604,142			9,734,580			9,429,963
Total deposits		10,448,617			9,598,321			10,155,730			9,803,999
Common shareholders’ equity		1,266,989			1,239,498			1,255,605			1,224,280
Non-performing assets at December 31:
Non-accrual loans and leases							$	144,013		$	28,168
Loans and leases 90+ days past due, still accruing								36,301			33,373
Restructured loans and leases, still accruing								6,161			2,472
Other real estate owned								59,265			46,317
Total non-performing assets								245,740			110,330
Net charge-offs as a percentage of average loans (annualized)		1.27	%		0.57	%		0.76	%		0.40	%
Performance ratios (annualized):
Return on average assets		(0.07	%)		0.50	%		0.63	%		0.91	%
Return on common equity		(0.67	%)		5.39	%		6.59	%		9.84	%
Total shareholders’ equity to total assets		9.69	%		9.20	%		9.69	%		9.20	%
Tangible shareholders’ equity to tangible assets		7.63	%		7.15	%		7.63	%		7.15	%
Net interest margin		3.81	%		3.74	%		3.77	%		3.75	%
Average shares outstanding — basic		83,399,113			83,096,799			83,295,461			82,589,400
Average shares outstanding — diluted		83,527,596			83,239,216			83,430,505			82,793,663
Cash dividends per share	$	0.22		$	0.22		$	0.88		$	0.87
Tier I capital		11.17	%		10.79	%		11.17	%		10.79	%
Total Capital		12.42	%		12.04	%		12.42	%		12.04	%
Tier I leverage capital		8.95	%		8.65	%		8.95	%		8.65	%

BancorpSouth, Inc.
Consolidated Balance Sheets
(Unaudited)

	Dec-09			Sep-09			Jun-09			Mar-09			Dec-08
		(Dollars in thousands)
Assets
Cash and due from banks	$	222,741		$	189,103		$	236,327		$	242,180		$	291,055
Interest bearing deposits with other banks		15,704			43,067			28,836			34,230			13,542
Held-to-maturity securities, at amortized cost		1,032,822			1,180,716			1,204,618			1,330,810			1,333,521
Available-for-sale securities, at fair value		960,772			958,158			969,207			993,529			982,859
Federal funds sold and securities purchased under agreement to resell		75,000			75,000			—			—			—
Loans and leases		9,822,986			9,803,235			9,806,735			9,759,787			9,740,867
Less: Unearned income		47,850			45,291			45,335			46,964			49,590
Allowance for credit losses		176,043			144,791			138,747			134,632			132,793
Net loans and leases		9,599,093			9,613,153			9,622,653			9,578,191			9,558,484
Loans held for sale		80,343			80,053			94,736			168,769			189,242
Premises and equipment, net		343,877			346,931			348,661			348,734			351,204
Accrued interest receivable		68,651			74,589			71,349			77,503			79,183
Goodwill		270,097			270,097			270,097			269,062			268,966
Bank owned life insurance		187,770			189,043			185,822			184,026			182,272
Other assets		310,997			251,963			265,513			231,330			229,890
Total Assets	$	13,167,867			13,271,873			13,297,819			13,458,364			13,480,218
Liabilities
Deposits:
Demand: Noninterest bearing	$	1,901,663			1,769,432			1,773,418			1,820,807			1,735,130
Interest bearing		4,323,646			4,055,395			3,960,008			4,005,620			3,904,307
Savings		725,192			712,446			718,302			719,676			678,326
Other time		3,727,201			3,759,761			3,705,819			3,545,871			3,394,109
Total deposits		10,677,702			10,297,034			10,157,547			10,091,974			9,711,872
Federal funds purchased and securities sold under agreement to repurchase		539,870			816,374			755,609			1,256,649			1,205,366
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		203,500			200,000			475,000			210,000			691,510
Accrued interest payable		19,588			24,243			24,084			22,841			20,755
Junior subordinated debt securities		160,312			160,312			160,312			160,312			160,312
Long-term Federal Home Loan Bank borrowings		112,771			286,281			286,292			286,302			286,312
Other liabilities		177,828			201,411			164,028			174,627			163,831
Total Liabilities		11,891,571			11,985,655			12,022,872			12,202,705			12,239,958
Shareholders’ Equity
Common stock		208,626			208,615			208,391			207,811			207,763
Capital surplus		222,547			222,135			220,859			216,138			215,255
Accumulated other comprehensive income (loss)		(8,409	)		(18,568	)		(25,162	)		(23,620	)		(26,896	)
Retained earnings		853,532			874,036			870,859			855,330			844,138
Total Shareholders’ Equity		1,276,296			1,286,218			1,274,947			1,255,659			1,240,260
Total Liabilities & Shareholders’ Equity	$	13,167,867		$	13,271,873		$	13,297,819		$	13,458,364		$	13,480,218

BancorpSouth, Inc.
Consolidated Condensed Statements of Income
(Dollars in thousands, except per share data)
(Unaudited)

	Quarter Ended													Year To Date
	Dec-09			Sep-09		Jun-09			Mar-09		Dec-08			Dec-09			Dec-08
INTEREST REVENUE:
Loans and leases	$	129,086		$	129,455	$	129,263		$	129,209	$	139,099		$	517,013		$	589,965
Deposits with other banks		19			20		22			70		111			131			684
Federal funds sold and securities purchased under agreement to resell		43			27		3			1		3			74			288
Held-to-maturity securities:
Taxable		10,128			11,690		12,108			13,031		13,625			46,957			58,679
Tax-exempt		2,393			2,193		2,155			2,111		2,053			8,852			8,112
Available-for-sale securities:
Taxable		8,675			8,592		8,721			9,038		8,693			35,026			35,813
Tax-exempt		875			812		826			883		867			3,396			4,205
Loans held for sale		777			698		1,215			1,275		2,117			3,965			7,667
Total interest revenue		151,996			153,487		154,313			155,618		166,568			615,414			705,413
INTEREST EXPENSE:
Interest bearing demand		9,023			9,038		9,738			12,248		15,924			40,047			60,333
Savings		900			937		927			936		1,080			3,700			5,280
Other time		23,445			25,534		26,496			25,833		28,293			101,308			148,591
Federal funds purchased and securities sold under agreement to repurchase		305			331		421			572		2,175			1,629			14,999
FHLB borrowings		3,012			2,877		2,885			2,823		4,537			11,597			22,458
Junior subordinated debt		2,863			2,884		2,928			2,955		3,162			11,630			12,469
Other		101			150		(22	)		375		76			604			447
Total interest expense		39,649			41,751		43,373			45,742		55,247			170,515			264,577
Net interest revenue		112,347			111,736		110,940			109,876		111,321			444,899			440,836
Provision for credit losses		62,271			22,514		17,594			14,945		17,822			117,324			56,176
Net interest revenue, after provision for credit losses		50,076			89,222		93,346			94,931		93,499			327,575			384,660
NONINTEREST REVENUE:
Mortgage lending		8,602			2,012		13,959			7,652		(12,174	)		32,225			2,146
Credit card, debit card and merchant fees		7,883			8,902		9,111			8,348		8,409			34,244			33,743
Service charges		18,689			19,049		18,371			16,755		19,295			72,864			77,091
Trust income		3,014			2,435		2,040			2,209		2,328			9,698			9,330
Security gains (losses), net		(102	)		—		42			5		(6,226	)		(55	)		(5,849	)
Insurance commissions		17,583			20,134		20,575			22,645		18,752			80,937			86,661
Other		8,836			9,943		16,380			10,204		9,701			45,363			42,485
Total noninterest revenue		64,505			62,475		80,478			67,818		40,085			275,276			245,607
NONINTEREST EXPENSES:
Salaries and employee benefits		66,926			70,353		70,092			71,363		64,395			278,734			271,556
Occupancy, net of rental income		10,897			10,720		10,492			9,999		10,307			42,108			39,846
Equipment		5,578			5,853		5,855			6,222		6,319			23,508			25,211
Deposit insurance assessments		3,786			3,402		9,358			3,126		1,444			19,672			2,852
Other		36,174			32,344		28,209			29,268		29,263			125,995			116,448
Total noninterest expenses		123,361			122,672		124,006			119,978		111,728			490,017			455,913
Income (loss) before income taxes		(8,780	)		29,025		49,818			42,771		21,856			112,834			174,354
Income tax expense (credit)		(6,634	)		7,494		15,951			13,294		5,060			30,105			53,943
Net income (loss)	$	(2,146	)	$	21,531	$	33,867		$	29,477	$	16,796		$	82,729		$	120,411
Net income (loss) per share: Basic	$	(0.03	)	$	0.26	$	0.41		$	0.35	$	0.20		$	0.99		$	1.46
Diluted	$	(0.03	)	$	0.26	$	0.41		$	0.35	$	0.20		$	0.99		$	1.45

BancorpSouth, Inc.
Selected Loan Data
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	Dec-09			Sep-09			Jun-09			Mar-09			Dec-08
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,466,569		$	1,442,344		$	1,441,718		$	1,390,042		$	1,417,499
Real estate
Consumer mortgages		2,017,067			2,046,433			2,054,666			2,037,439			2,096,568
Home equity		550,085			540,875			532,337			519,528			511,480
Agricultural		262,069			254,647			242,034			238,466			234,024
Commercial and industrial-owner occupied		1,449,554			1,432,859			1,394,852			1,455,422			1,465,027
Construction, acquisition and development		1,459,503			1,533,622			1,652,052			1,692,526			1,689,719
Commercial		1,806,766			1,770,066			1,719,044			1,660,211			1,568,956
Credit cards		108,086			103,208			101,844			98,450			93,650
All other		655,437			633,890			622,853			620,739			614,354
Total loans	$	9,775,136		$	9,757,944		$	9,761,400		$	9,712,823		$	9,691,277
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	144,791		$	138,746		$	134,632		$	132,793		$	129,147
Loans and leases charged off:
Commercial and industrial		(3,404	)		(3,913	)		(1,070	)		(1,147	)		(1,003	)
Real estate
Consumer mortgages		(2,298	)		(2,669	)		(4,877	)		(4,073	)		(3,582	)
Home equity		(1,835	)		(1,278	)		(1,106	)		(1,153	)		(596	)
Agricultural		(401	)		(407	)		(3	)		(37	)		(350	)
Commercial and industrial-owner occupied		(753	)		(1,795	)		(649	)		(836	)		(511	)
Construction, acquisition and development		(20,766	)		(3,160	)		(4,335	)		(4,377	)		(6,208	)
Commercial		(568	)		(2,135	)		(321	)		(560	)		(611	)
Credit cards		(1,118	)		(1,204	)		(1,290	)		(1,158	)		(953	)
All other		(954	)		(938	)		(815	)		(810	)		(953	)
Total loans charged off		(32,097	)		(17,499	)		(14,466	)		(14,151	)		(14,767	)
Recoveries:
Commercial and industrial		194			320			68			179			279
Real estate
Consumer mortgages		209			132			263			220			174
Home equity		76			28			2			3			1
Agricultural		—			—			—			2			—
Commercial and industrial-owner occupied		10			31			248			8			54
Construction, acquisition and development		7			31			4			86			97
Commercial		25			108			—			56			23
Credit cards		216			123			140			138			99
All other		341			257			261			353			290
Total recoveries		1,078			1,030			986			1,045			1,017
Net charge-offs		(31,019	)		(16,469	)		(13,480	)		(13,106	)		(13,750	)
Provision charged to operating expense		62,271			22,514			17,594			14,945			17,822
Other, net		—			—			—			—			(426	)
Balance, end of period	$	176,043		$	144,791		$	138,746		$	134,632		$	132,793
Average loans for period	$	9,750,989		$	9,750,159		$	9,740,916		$	9,695,475		$	9,604,142
Ratios:
Net charge-offs to average loans (annualized)		1.27	%		0.68	%		0.55	%		0.54	%		0.57	%

BancorpSouth, Inc.
Selected Loan Data
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	Dec-09			Sep-09			Jun-09			Mar-09			Dec-08
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases Commercial and industrial	$	4,852		$	7,048		$	7,364		$	5,523		$	7,378
Real estate
Consumer mortgages		20,731			12,433			9,946			8,398			4,599
Home equity		1,642			1,879			596			100			143
Agricultural		1,136			2,647			970			673			440
Commercial and industrial-owner occupied		7,039			5,044			2,631			4,153			1,768
Construction, acquisition and development		82,170			39,989			21,742			17,984			12,393
Commercial		23,209			12,228			1,023			925			432
Credit cards		1,044			850			816			939			952
All other		2,190			614			454			241			63
Total nonaccrual loans and leases		144,013			82,732			45,542			38,936			28,168
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial		1,797			1,062			1,919			1,489			715
Real estate
Consumer mortgages		9,905			14,189			9,961			7,110			13,371
Home equity		810			707			1,651			1,375			796
Agricultural		1,015			289			3,292			421			409
Commercial and industrial-owner occupied		4,511			1,342			4,253			2,982			2,761
Construction, acquisition and development		13,482			1,477			18,648			11,372			12,481
Commercial		2,558			305			2,351			1,021			1,013
Credit cards		355			373			476			391			463
All other		1,868			955			1,315			1,138			1,364
Total loans and leases 90+ past due, still accruing		36,301			20,699			43,866			27,299			33,373
Restructured Loans and Leases, Still Accruing		6,161			8,205			8,264			7,581			2,472
Total non-performing loans and leases		186,475			111,636			97,672			73,816			64,013
OTHER REAL ESTATE OWNED:		59,265			62,072			51,477			47,450			46,317
Total Non-performing Assets	$	245,740		$	173,708		$	149,149		$	121,266		$	110,330
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		2.55	%		0.92	%		0.72	%		0.62	%		0.74	%
Allowance for credit losses to net loans and leases		1.80	%		1.48	%		1.42	%		1.39	%		1.37	%
Allowance for credit losses to non-performing assets		71.64	%		83.35	%		93.03	%		111.02	%		120.36	%
Allowance for credit losses to non-performing loans and leases		94.41	%		129.70	%		142.05	%		182.39	%		207.45	%
Non-performing loans and leases to net loans and leases		1.91	%		1.14	%		1.00	%		0.76	%		0.66	%
Non-performing assets to net loans and leases		2.51	%		1.77	%		1.53	%		1.25	%		1.14	%

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	December 31, 2009
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,821,066		$	130,671		5.28	%
Held-to-maturity securities:
Taxable		878,452			10,239		4.62	%
Tax-exempt		209,242			3,682		6.98	%
Available-for-sale securities:
Taxable		892,191			8,676		3.86	%
Tax-exempt		72,902			1,344		7.31	%
Short-term investments		92,651			61		0.26	%
Total interest earning assets and revenue		11,966,504			154,673		5.13	%
Other assets		1,267,510
Less: allowance for credit losses		(168,842	)
Total	$	13,065,172
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,155,330		$	9,023		0.86	%
Savings		717,630			900		0.50	%
Other time		3,748,894			23,445		2.48	%
Short-term borrowings		713,972			405		0.23	%
Junior subordinated debt		160,312			2,865		7.09	%
Long-term debt		303,301			3,011		3.94	%
Total interest bearing liabilities and expense		9,799,439			39,649		1.61	%
Demand deposits - noninterest bearing		1,826,763
Other liabilities		171,981
Total liabilities		11,798,183
Shareholders’ equity		1,266,989
Total	$	13,065,172
Net interest revenue				$	115,024
Net interest margin							3.81	%
Net interest rate spread							3.52	%
Interest bearing liabilities to interest earning assets							81.89	%
Net interest tax equivalent adjustment				$	2,677

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	September 30, 2009
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,808,427		$	130,957		5.30	%
Held-to-maturity securities:
Taxable		998,773			11,799		4.69	%
Tax-exempt		199,360			3,373		6.71	%
Available-for-sale securities:
Taxable		889,278			8,591		3.83	%
Tax-exempt		69,737			1,251		7.12	%
Short-term investments		62,334			47		0.30	%
Total interest earning assets and revenue		12,027,909			156,020		5.15	%
Other assets		1,285,360
Less: allowance for credit losses		(146,212	)
Total	$	13,167,057
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,010,281		$	9,038		0.89	%
Savings		716,155			936		0.52	%
Other time		3,726,754			25,535		2.72	%
Short-term borrowings		1,071,144			544		0.20	%
Junior subordinated debt		160,312			2,884		7.14	%
Long-term debt		286,285			2,814		3.90	%
Total interest bearing liabilities and expense		9,970,931			41,751		1.66	%
Demand deposits - noninterest bearing		1,747,021
Other liabilities		184,006
Total liabilities		11,901,958
Shareholders’ equity		1,265,099
Total	$	13,167,057
Net interest revenue				$	114,269
Net interest margin							3.77	%
Net interest rate spread							3.49	%
Interest bearing liabilities to interest earning assets							82.90	%
Net interest tax equivalent adjustment				$	2,533

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

				Quarter Ended
	June 30, 2009
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,896,890		$	131,313		5.32	%
Held-to-maturity securities:
Taxable		1,040,896			12,218		4.71	%
Tax-exempt		186,473			3,316		7.13	%
Available-for-sale securities:
Taxable		919,217			8,721		3.81	%
Tax-exempt		69,960			1,270		7.28	%
Short-term investments		21,727			25		0.47	%
Total interest earning assets and revenue		12,135,163			156,863		5.18	%
Other assets		1,270,193
Less: allowance for credit losses		(144,570	)
Total	$	13,260,786
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	3,948,759		$	9,738		0.99	%
Savings		719,281			928		0.52	%
Other time		3,634,336			26,496		2.92	%
Short-term borrowings		1,340,244			470		0.14	%
Junior subordinated debt		160,312			2,928		7.33	%
Long-term debt		286,294			2,813		3.94	%
Total interest bearing liabilities and expense		10,089,226			43,373		1.72	%
Demand deposits — noninterest bearing		1,756,861
Other liabilities		163,749
Total liabilities		12,009,836
Shareholders’ equity		1,250,950
Total	$	13,260,786
Net interest revenue				$	113,490
Net interest margin							3.75	%
Net interest rate spread							3.46	%
Interest bearing liabilities to interest earning assets							83.14	%
Net interest tax equivalent adjustment				$	2,550

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

				Quarter Ended
	March 31, 2009
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,873,692		$	131,339		5.39	%
Held-to-maturity securities:
Taxable		1,146,772			13,141		4.65	%
Tax-exempt		182,051			3,247		7.23	%
Available-for-sale securities:
Taxable		891,699			9,038		4.11	%
Tax-exempt		73,814			1,358		7.46	%
Short-term investments		19,123			71		1.51	%
Total interest earning assets and revenue		12,187,151			158,194		5.26	%
Other assets		1,277,538
Less: allowance for credit losses		(139,811	)
Total	$	13,324,878
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,090,821		$	12,248		1.21	%
Savings		697,639			936		0.54	%
Other time		3,419,180			25,833		3.06	%
Short-term borrowings		1,588,229			959		0.24	%
Junior subordinated debt		160,312			2,955		7.48	%
Long-term debt		286,306			2,811		3.98	%
Total interest bearing liabilities and expense		10,242,487			45,742		1.81	%
Demand deposits - noninterest bearing		1,700,792
Other liabilities		142,628
Total liabilities		12,085,907
Shareholders’ equity		1,238,971
Total	$	13,324,878
Net interest revenue				$	112,452
Net interest margin							3.74	%
Net interest rate spread							3.45	%
Interest bearing liabilities to interest earning assets							84.04	%
Net interest tax equivalent adjustment				$	2,576

BancorpSouth, Inc.
Average Balances, Interest Income and Expense,
and Average Yields and Rates
(Dollars in thousands)
(Unaudited)

				Quarter Ended
	December 31, 2008
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,773,683		$	142,039		5.78	%
Held-to-maturity securities:
Taxable		1,193,555			13,734		4.58	%
Tax-exempt		180,695			3,159		6.96	%
Available-for-sale securities:
Taxable		868,913			8,693		3.98	%
Tax-exempt		73,476			1,335		7.23	%
Short-term investments		19,338			114		2.34	%
Total interest earning assets and revenue		12,109,660			169,074		5.55	%
Other assets		1,304,386
Less: allowance for credit losses		(134,453	)
Total	$	13,279,593
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	3,811,782		$	15,924		1.66	%
Savings		684,068			1,080		0.63	%
Other time		3,400,071			28,293		3.31	%
Short-term borrowings		1,828,010			3,951		0.86	%
Junior subordinated debt		160,312			3,161		7.84	%
Long-term debt		287,990			2,838		3.92	%
Total interest bearing liabilities and expense		10,172,233			55,247		2.16	%
Demand deposits — noninterest bearing		1,702,400
Other liabilities		165,462
Total liabilities		12,040,095
Shareholders’ equity		1,239,498
Total	$	13,279,593
Net interest revenue				$	113,827
Net interest margin							3.74	%
Net interest rate spread							3.39	%
Interest bearing liabilities to interest earning assets							84.00	%
Net interest tax equivalent adjustment				$	2,506

BancorpSouth, Inc.
Reconciliation of Tangible assets and Tangible Shareholders’ Equity to
Total Assets and Total Shareholders’ Equity
(Dollars in thousands)
(Unaudited)

	December 31,
	2009			2008
Tangible Assets (a):
Total assets	$	13,167,867		$	13,480,218
Less: Goodwill		270,097			268,966
Identifiable intangible assets		23,533			28,165
Total tangible assets	$	12,874,237		$	13,183,087
Tangible Shareholders’ Equity(a):
Total shareholders’ equity	$	1,276,296		$	1,240,260
Less: Goodwill		270,097			268,966
Identifiable intangible assets		23,533			28,165
Total tangible shareholders’ equity	$	982,666		$	943,129
Tangible shareholders’ equity to tangible assets		7.63	%		7.15	%

(a) BancorpSouth, Inc. utilizes tangible assets and tangible shareholders’ equity measures when evaluating the performance of the Company. Tangible shareholders’ equity is defined by the Company as total shareholders’ equity less goodwill and identifiable assets. Tangible assets are defined by the Company as total assets less goodwill and identifiable assets. The Company believes the ratio of tangible equity to tangible assets to be an important measure of financial strength of the Company.

EX-99.2

Exhibit 99.2

Certain statements contained in this presentation and the accompanying slides may not be based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period or by the use of forward-looking terminology, such as "anticipate," "believe," "estimate," "expect," "foresee," "may," "might," "will," "intend," "could," "would" or "plan," or future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, statements about real estate values, long-term prospects for shareholder value, the impact of the prevailing economy, long-term growth objectives, results of operations and financial condition. We caution you not to place undue reliance on the forward-looking statements contained in this presentation, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the ability of BancorpSouth to provide and market competitive products and services, the ability of BancorpSouth to manage growth and effectively serve an expanding customer and market base, changes in economic conditions, the ability of BancorpSouth to identify and enter new markets, changes in BancorpSouth's operating or expansion strategy, changes in the national economy and in the economy in BancorpSouth's market areas, the ability of BancorpSouth to attract, train and retain qualified personnel, changes in consumer preferences, geographic concentrations of BancorpSouth's assets, the ability of BancorpSouth to implement and integrate new technologies, changes in business conditions, including, for example, changes in interest rates and regulatory changes, and other factors detailed from time to time in BancorpSouth's press releases and filings with the Securities and Exchange Commission. BancorpSouth does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this presentation. Certain tabular presentations may not reconcile due to rounding. Unless otherwise noted, any quotes in this presentation can be attributed to company management. Forward Looking Information 2

Financial Highlights 3 Dollars in millions, except per share amounts

Summary of Revisions 4 As a result of a subsequent review by management, preliminary earnings issued on January 21, 2010 were adjusted as follows: $27.6 million increase in provision for credit losses $0.6 million reversal of interest income related to additions to TDRs and non-accrual loans $4.5 million increase in foreclosed property expense related to OREO write-downs including establishing a $3.8 million valuation reserve for OREO losses $2.3 million addition to litigation reserve $41.3 million increase in non-accrual loans and leases $6.5 million increase in net charge-offs

Non-Performing Assets Dollars in millions 5 As of December 31, 2009

Net Charge-Offs Dollars in millions 6

2009 Operating Results Dollars in millions, except per share amounts 7 Year ended December 31, 2009

4th Quarter 2009 Operating Results 8 Dollars in millions, except per share amounts Quarter ended December 31, 2009

Net interest margin effect of interest income reversal related to loans placed on non-accrual: 9

Net Interest Margin Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 10 3.81% 3.18%

BXS Equity is 100% Common Equity Total Equity / Total Assets Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 11

Tangible Common Equity / Tangible Assets Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 12 133% of the Peer Group Average

Non-Performing Assets / Assets Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. (NPAs include non-accruing loans, restructured loans, loans 90+ days past due, and OREO) 13 46% of the Peer Group Average

Non-Performing Loans / Loans Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. (NPLs include non-accruing loans, restructured loans, and loans 90+ days past due) 14 34% of the Peer Group Average

Net Charge-Offs / Average Loans Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. 15 40% of the Peer Group Average

Reserve Coverage of Non-Performing Loans Peer Data from SNL Financial as of 3/11/2010 The SNL Bank peer group includes a number of publicly traded banks and bank holding companies, as compiled by SNL Financial LC. The aggregate amounts are size-weighted, calculated by consolidating all companies into a single entity. (NPLs include non-accruing loans, restructured loans, and loans 90+ days past due) 16 143% of the Peer Group Average

Reconciliation of Non-GAAP Measures

(Period End Balances, Dollars in Thousands)	As of			As of			As of			As of			As of			As of			As of
	6/30/2008			9/30/2008			12/31/2008			3/31/2009			6/30/2009			9/30/2009			12/31/2009
Shareholders’ Equity —> A	$	1,233,775		$	1,242,719		$	1,240,260		$	1,255,659		$	1,274,947		$	1,286,218		$	1,276,296
Assets —> B		13,399,151			13,300,728			13,480,218			13,458,364			13,297,819			13,271,873			13,167,866
Intangibles —> C		301,896			300,624			297,131			295,867			295,639			294,444			293,629
Tangible Equity —> D=A-C		931,879			942,095			943,129			959,792			979,308			991,774			982,667
Tangible Assets —> E=B-C		13,097,255			13,000,104			13,183,087			13,162,497			13,002,180			12,977,429			12,874,236
Total Equity / Total Assets (%) — > F=A/B		9.21	%		9.34	%		9.20	%		9.33	%		9.59	%		9.69	%		9.69	%
Tangible Equity / Tangible Assets (%) — > G=D/E		7.12	%		7.25	%		7.15	%		7.29	%		7.53	%		7.64	%		7.63	%
Tangible Common Equity / Tangible Assets (%) — > G=D/E		7.12	%		7.25	%		7.15	%		7.29	%		7.53	%		7.64	%		7.63	%