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): November 17, 2010 (November 17, 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	(Zip Code)
offices)

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))

TABLE OF CONTENTS

EX-99.1

Section 7 — Regulation FD

     Item 7.01. Regulation FD Disclosure.

     On November 17, 2010, BancorpSouth, Inc. will make a presentation at the Bank of America Merrill Lynch Banking and Financial Services Conference in New York. A copy of the presentation is furnished as Exhibit 99.1 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.

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Exhibits.

Exhibit 99.1 Presentation by BancorpSouth, Inc. at the Bank of America Merrill Lynch Banking and Financial Services Conference on November 17, 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/ Cathy S. Freeman
	Cathy S. Freeman
	Executive Vice President and Corporate Secretary

Date: November 17, 2010

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation by BancorpSouth, Inc. at the Bank of America Merrill Lynch Banking and Financial Services Conference on November 17, 2010

EX-99.1

Exhibit 99.1

Investor Presentation Financial Information as of September 30, 2010 A Leading Regional Bank in the Mid-South

Forward Looking Information 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 long-term prospects for shareholder value, the impact of the prevailing economy, results of operations, financial condition, and use of non-GAAP financial measures. 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, conditions in the financial markets and economic conditions generally, the soundness of other financial institutions, levels of market volatility, the availability of capital if the Company elects or is compelled to seek additional capital, liquidity risk, the credit risk associated with real estate construction, acquisition and development loans, estimates of costs and values associated with real estate construction, acquisition and development loans in the Company’s loan portfolio, the adequacy of the Company’s allowance for credit losses to cover actual credit losses, governmental regulation and supervision of the Company’s operations, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, the impact of hurricanes or other adverse weather events, risks in connection with completed or potential acquisitions, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, restrictions on the Company’s ability to declare and pay dividends, the Company’s growth strategy, diversification in the types of financial services the Company offers, competition with other financial services companies, interruptions or breaches in security of the Company’s information systems, the Company’s ability to improve its internal controls adequately, any requirement that the Company write down goodwill or other intangible assets, the impact of recently enacted financial regulatory reforms, the impact of recent legislation on service charges on core deposit accounts, other factors generally understood to affect the financial results of financial services companies, 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 because of rounding. Unless otherwise noted, any quotes in this presentation can be attributed to company management. 2

Corporate Profile $13.6 billion in assets A banking presence in 8 states 312 locations A comprehensive line of financial products and services to individuals and to small- to mid-size businesses Traditional banking and non-interest products Nation’s 25th largest insurance agency / brokerage operation Data as of September 30, 2010 Insurance ranking from Business Insurance Magazine as of December 31, 2009 3

Regional Management Structure 4

$ $ $ $ $ $30.0 40.0 50.0 60.0 70.0 80.0 Q2 — 08 Q3 — 08 Q4- 08 Q1- 09 Q2 — 09 Q3- 09 Q4 — 09 Pre-Tax Pre-Provision Earnings Q1- 10 Q2- 10 Dollars in millions Q3- 10 5

Diversified Revenue Stream Net Interest Revenue Noninterest 64% Revenue 36% Mortgage lending 6% Insurance commissions Card and merchant 34% fees 15% Other Service charges 13% 28% Trust income 4% Percentages based on YTD data as of September 30, 2010 6

Mortgage Q2 — 09 Q3 — 09 Q4 — 09 Q1 — 10 Q2 — 10 Q3 — 10 MSR FMV Adjustment $5.0 ($2.7) $1.6 $0.0 ($8.3) ($4.6) Mortgage Servicing and Origination 9.0 4.7 7.0 5.0 6.0 13.5 Net Mortgage Revenue $14.0 $2.0 $8.6 $5.0 ($2.3) $8.9 MSR FMV Adjustment Mortgage Production $12.0 $6.0 $0.0 ($6.0) ($12.0) 09 9 09 0 0 0 0 1 1 1 — - — - — - Q2 Q3 Q4 Q1 Q2 Q3 Dollars in mil7

Deposits “Strong growth in core deposits.” Total Deposits as of September 30 ($ in billions) $11.2 $10.3 $11.0 $10.2 $9.7 $9.2 $9.5 $9.0 $7.0 $5.0 2005 2006 2007 2008 2009 2010 7% 7% 17% AL TX AR 11% TN LA 8% MO 3% MS as of September 30, 2010 8 47%

Deposit Growth Total Deposits as of September 30 ($ in billions) $10.3 $11.2 $12.0 CD s $10.0 th in Grow 1.2% $8.0 DDA s earing $6.0 est-B inInter owth % Gr $4.0 14 $2.0 $0.0 2009 2010 Demand - Non-Interest Demand — Interest Savings CDs 9

Loans “Steady loan production in a challenging economic environment.” Loans Net of Unearned Income as of September 30 ($ in billions) $11.0 $9.6 $9.8 $9.5 CAGR = 6.1% $9.1 $7.8 $9.0 $7.1 $7.0 $5.0 $3.0 2005 2006 2007 2008 2009 2010 8% 8% TX AL 14% 11% TN AR 7% MO LA 9% MS 43% as of September 30, 2010 10

Financial Highlights

Balance Sheet Information As of September 30, 2010 2009% Change Total assets $13,583 $13,272 2.3% Total earning assets 12,451 12,095 2.9 Securities 2,274 2,139 6.3 Short-term investments 536 118 354.2 Loans, net of unearned income 9,515 9,758 (2.5) Allowance for credit losses (205) (145) 41.4 Total deposits 11,197 10,297 8.7 Short-term borrowings 654 1,016 (35.6) Common shareholders’ equity 1,236 1,286 (3.9) Book value per share $14.80 $15.41 (4.0) % Dollars in millions, except per share amounts 12

Operating Results Nine Months Ended September 30, 2010 2009% Change Net interest revenue $330.9 $332.6 (0.5) % Provision for credit losses 160.7 55.1 191.7 Noninterest revenue 190.2 210.8 (9.8) Noninterest expense 363.6 366.7 (0.8) Income (loss) before income taxes (3.2) 121.6 (102.6) Income tax provision (benefit) (10.3) 36.7 (128.1) Net income (loss) $7.1 $84.9 (91.6) % Net income (loss) per share: diluted $0.08 $1.02 (92.2) % Dollars in millions, except per share amounts 13

Net Interest Margin 4.00% 3.64% 3.75% 3.50% 3.35% 3.25% 3.00% 2.75% Q3-07 Q4-07 Q1-08 Q2-08 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 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. 14

Balanced Loan Portfolio NPL as a Percent of Outstanding NPL Outstanding Consumer Mortgages $2,001 $52.7 2.6% Home Equity 552 1.6 0.3 Commercial — Non-Owner Occupied & Multi-Family 1,811 56.8 3.1 Construction, Acquisition and Development 1,307 228.8 17.5 Commercial & Industrial — Non-Real Estate 1,438 14.8 1.0 Commercial & Industrial — Owner Occupied 1,376 39.4 2.9 Agricultural 262 6.0 2.3 Credit Cards 103 4.3 4.2 All Other 665 5.0 0.7 Total Loans $9,515 $409.4 4.3% % of Loans Outstanding Consumer Mortgages & Home Equity 11% 27% 14% Commercial — Non-Owner Occupied & Multi-Family 15% 14% 19% Construction, Acquisition & Development Commercial & Industrial — Non-Real Estate Commercial & Industrial — Owner Occupied Agricultural, Credit Cards, & All Other As of September 30, 2010 Dollars in millions 15

Real Estate Construction, Acquisition and Development NPL as a Percent of Outstanding NPL Outstanding Multi-Family Construction $28 $10.7 37.4% 1-4 Family Construction 211 12.5 5.9 Recreation and All Other Loans 45 1.0 2.3 Commercial Construction 239 31.0 12.9 Commercial Acquisition and Development 261 36.3 13.9 Residential Acquisition and Development 523 137.3 26.3 Real Estate Construction, Acquisition and Development $1,307 $228.8 17.5% Outstanding $600 $500 $400 $300 $200 Loans $100 $0 Multi-Family 1-4 Family Recreation & All Commercial Commercial A & D Residential A & D Construction Construction Other Loans Construction As of September 30, 2010 Dollars in millions 16

Residential Acquisition and Development As of September 30, 2010 $650 “The Residential A&D portfolio has $622 $606 $601 declined by 16% over the last year.” $600 $570 $550 $523 $500 $450 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dollars in millions “Other” includes lines of business not managed by a geographic region. 17

Residential Acquisition and Development Greater Memphis AL / FL NE TN Other Total Unpaid principal balance of impaired loans $75.1 $36.3 $5.2 $28.4 $145.0 Cumulative charge-offs on impaired loans 21.7 8.7 1.3 5.7 37.4 Outstanding principal balance of impaired loans 53.4 27.6 3.9 22.7 107.6 Other non-accrual loans and leases not impaired 4.4 0.3 6.2 11.2 22.1 Total non-accrual loans and leases 57.8 27.9 10.1 33.9 129.7 Allowance for impaired loans and leases 5.3 8.3 1.0 6.7 21.3 Nonaccrual loans and leases, net of specific reserves $52.5 $19.6 $9.1 $27.2 $108.4 Non-performing loans and leases 57.8 29.1 12.9 37.5 137.3 Performing loans and leases 59.5 52.8 38.3 235.0 385.6 Total residential A & D loans and leases $117.3 $81.9 $51.2 $272.5 $522.9 As of September 30, 2010 Dollars in millions “Other” includes all other geographic regions and lines of business not managed by a geographic region. 18

YTD Net Charge-Offs Greater Memphis AL / FL NE TN Other Total Consumer Mortgages $2.7 $2.8 $2.1 $8.1 $15.8 Home Equity 0.5 2.0 0.2 1.2 4.0 Commercial — Non-Owner Occupied & Multi-Family 3.0 0.9 0.2 3.5 7.6 Construction, Acquisition and Development 43.9 20.9 3.4 12.6 80.8 Commercial & Industrial — Non-Real Estate 1.9 1.4 0.6 5.5 9.5 Commercial & Industrial — Owner Occupied 2.0 1.3 0.1 3.9 7.3 Agricultural 0.5 0.0 0.0 0.2 0.7 Credit Cards 0.0 0.0 0.0 2.9 2.9 All Other 0.8 0.2 0.1 2.0 3.1 Total Net Charge-Offs $55.3 $29.6 $6.7 $40.0 $131.7 Greater Memphis AL / FL NE TN Other Total Multi-Family Construction $0.1 $3.0 $0.0 $1.3 $4.5 1-4 Family Construction 1.0 1.2 1.5 1.9 5.6 Recreation and All Other Loans 0.2 0.1 0.0 0.2 0.4 Commercial Construction 1.2 0.3 0.0 1.8 3.2 Commercial Acquisition and Development 6.8 0.0 0.8 2.4 10.0 Residential Acquisition and Development 34.6 16.2 1.2 5.1 57.1 Construction A & D Net Charge-Offs $43.9 $20.9 $3.4 $12.6 $80.8 As of September 30, 2010 Dollars in millions “Other” includes all other geographic regions and lines of business not managed by a geographic region. 19

Peer Group Comparison

Non-Performing Loans / Loans (NPLs include non-accruing loans, restructured loans, and loans 90+ days past due) 5.53% 6.00% 5.28% 5.44% 4.85% 5.00% 4.23% 4.00% 4.30% 3.00% 3.13% 2.43% 2.00% 1.91% 1.00% 1.00% 1.14% 0.00% 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 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. 21

Non-Performing Assets / Assets (NPAs include non-accruing loans, restructured loans, loans 90+ days past due, and OREO) 5.00% 4.26% 4.32% 4.11% 4.00% 3.43% 3.07% 3.62% 3.00% 2.76% 2.00% 2.23% 1.87% 1.00% 1.31% 1.12% 0.00% 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 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. 22

Net Charge-Offs / Average Loans 4.00% 3.21% 3.32% 3.18% 2.99% 2.90% 3.00% 2.00% 2.08% 2.10% 1.00% 1.27% 1.26% 0.68% 0.55% 0.00% Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 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. 23

Total Equity / Total Assets 11.00% 9.69% 9.69% 10.00% 9.59% 9.56% 9.58% 9.34% 9.20% 9.33% 9.66% 9.10% 9.52% 9.50% 9.00% 9.24% 9.26% 9.18% 8.74% 8.00% 7.80% 7.00% 9/30/08 12/31/08 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 BXS SNL Bank BXS Equity is 100% Common Equity Peer Data from SNL Financial as of 8/30/2010 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. 24

Tangible Common Equity / Tangible Assets 9.00% 7.64% 7.63% 7.53% 7.52% 8.00% 7.25% 7.29% 7.15% 7.23% 7.11% 7.00% 6.00% 6.15% 5.71% 5.81% 5.00% 5.48% 4.54% 4.00% 4.04% 3.56% 3.68% 3.00% 9/30/08 12/31/08 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 BXS SNL Bank Peer Data from SNL Financial as of 8/30/2010 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. 25

Dividend Growth $0.90 $0.85 $0.80 $0.75 $0.70 $0.65 $0.60 $0.55 $0.50 $0.45 $0.40 $0.35 $0.30 $0.25 $0.20 $0.15 $0.10 $0.05 $0.00 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Cash dividend per share of common stock 26

BancorpSouth’s common stock is traded on the New York Stock Exchange under the symbol BXS. Additional information can be found at www.bancorpsouth.com . Investor Inquiries: William L. Prater Chief Financial Officer BancorpSouth, Inc. 662-680-2536 bill.prater@bxs.com A Leading Regional Bank in the Mid-South

Appendix

Reconciliation of Non-GAAP Measures

This presentation contains financial information determined by methods other than those prescribed by accounting principles generally accepted in the United States (“GAAP”). Management uses these “non-GAAP” financial measures in its analysis of our capital and performance. Management believes that tangible common equity to tangible assets is important to investors who are interested in evaluating the adequacy of our capital levels. Management believes that pre-tax, pre-provision earnings is important to investors as it shows earnings trends without giving effect to loan loss provision.

You should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to no-GAAP measures used by other companies. The limitations associated with these measures are the risks that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. Information provided in this Appendix reconciles these non-GAAP measures with comparable measures calculated in accordance with GAAP.

	As of			As of			As of			As of			As of			As of			As of			As of			As of
(Dollars in Thousands)	9/30/2008			12/31/2008			3/31/2009			6/30/2009			9/30/2009			12/31/2009			3/31/2010			6/30/2010			9/30/2010
Shareholders’ Equity —> A	$	1,242,719		$	1,240,260		$	1,255,659		$	1,274,947		$	1,286,218		$	1,276,296		$	1,264,883		$	1,240,259		$	1,235,704
Assets —> B		13,300,728			13,480,218			13,458,364			13,297,819			13,271,873			13,167,866			13,230,189			13,421,003			13,583,015
Intangibles —> C		300,624			297,131			295,867			295,639			294,444			293,629			292,614			291,631			290,670
Tangible Equity —> D=A-C		942,095			943,129			959,792			979,308			991,774			982,667			972,269			948,628			945,034
Tangible Assets —> E=B-C		13,000,104			13,183,087			13,162,497			13,002,180			12,977,429			12,874,236			12,937,575			13,129,373			13,292,345
Total Equity / Total Assets (%) —> F=A/B		9.34	%		9.20	%		9.33	%		9.59	%		9.69	%		9.69	%		9.56	%		9.24	%		9.10	%
Tangible Equity / Tangible Assets (%) —> G=D/E		7.25	%		7.15	%		7.29	%		7.53	%		7.64	%		7.63	%		7.52	%		7.23	%		7.11	%
Tangible Common Equity / Tangible Assets (%) —> G=D/E		7.25	%		7.15	%		7.29	%		7.53	%		7.64	%		7.63	%		7.52	%		7.23	%		7.11	%

(Dollars in Thousands)	Q2-08		Q3-08		Q4-08		Q1-09		Q2-09		Q3-09		Q4-09		Q1-10		Q2-10		Q3-10
Net Interest Income Before Provision —> A	$	109,843	$	109,603	$	111,321	$	109,876	$	110,940	$	111,736	$	112,347	$	111,882	$	109,329	$	109,678
Noninterest Income —> B		73,265		63,433		39,449		66,292		79,739		59,550		63,364		63,332		57,086		69,751
Noninterest Expense —> C		112,064		116,060		111,091		118,453		123,266		119,747		122,221		120,483		120,016		123,087
Pre-Tax Pre-Provision Earnings —> D=A+B-C		71,044		56,977		39,678		57,715		67,413		51,539		53,491		54,731		46,399		56,342