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): January 28, 2011 (January 27, 2011)

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 January 27, 2011 BancorpSouth, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Section 7 — Regulation FD

     Item 7.01. Regulation FD Disclosure.

          On January 27, 2011, the Company issued a press release announcing its quarterly dividend. A copy of the press release is furnished as Exhibit 99.2 and is incorporated herein by reference in its entirety.

The Company will conduct a conference call at 10:00 a.m. (Central Time) to discuss its financial results for the fourth quarter and year ended December 31, 2010. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.3 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	Press release issued on January 27, 2011 by BancorpSouth, Inc.
Exhibit 99.2	Press released issued on January 27, 2011 by BancorpSouth, Inc.
Exhibit 99.3	Presentation for conference call to be conducted by BancorpSouth, Inc. on January 28, 2011

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: January 27, 2011

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued on January 27, 2011 by BancorpSouth, Inc.
99.2	Press released issued on January 27, 2011 by BancorpSouth, Inc.
99.3	Presentation for conference call to be conducted by BancorpSouth, Inc. on January 28, 2011

EX-99.1

Exhibit 99.1

News Release

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

BancorpSouth Reports Fourth Quarter 2010 Earnings of $0.19 per Diluted Share

TUPELO, Miss., January 27, 2011/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended December 31, 2010. The Company had net income of $15.8 million, or $0.19 per diluted share, for the quarter compared with a net loss of $2.1 million, or $0.03 per diluted share, for the fourth quarter of 2009.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, commented, “We are encouraged by the improvement in the Company’s performance during the fourth quarter. While the credit market remains challenging, we experienced a 3.7% decline in non-performing loans, 30 — 89 day past due loans continued to decline, and we saw a decline in the provision for credit losses as required reserves for impaired loans declined and levels of adversely classified loans decreased. While we still have far to go to return to the level of financial performance we expect at BancorpSouth, we feel that we are moving in the right direction.

“The increase in earnings for the fourth quarter of 2010 compared with the net loss for the fourth quarter of 2009 primarily resulted from a $19.0 million, or 30.5 percent, decline in the provision for credit losses to $43.3 million for the fourth quarter of 2010 from $62.3 million for the fourth quarter of 2009. In addition, noninterest revenue increased $9.5 million, or 14.7 percent, for the fourth quarter of 2010 from the fourth quarter of 2009. Mortgage lending revenue, excluding the fair value adjustments to the Company’s mortgage servicing rights (MSRs), increased 32.7% for the fourth quarter of 2010 compared to the same quarter of 2009, $9.2 million versus $7.0 million, respectively.

“Non-performing loans and leases (NPLs) declined to $394.4 million at December 31, 2010 from $409.4 million at September 30, 2010. This decrease was primarily attributable to a decrease in non-accrual construction, acquisition and development (CAD) loans of $17.5 million. This loan category has been the segment most significantly affected by the economic downturn, particularly those loans related to housing. This category has also accounted for over 60% of net charge-offs in 2010. As in prior quarters, the Company’s NPLs remain concentrated in certain geographic areas. The Alabama, Nashville and Greater Memphis, Tennessee markets continue to be affected by the slow housing markets while several larger loans are reflected in our Missouri Region’s NPLs.”

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Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000
BancorpSouth, Inc. is a financial holding company.

BXS Announces Fourth Quarter Results
Page 2
January 27, 2011

Patterson added, “We believe that we remain appropriately reserved for losses inherent in our loan portfolio. At December 31, 2010, approximately 79 percent of our non-accrual loans had been determined to be collaterally dependent and had either been charged down or had a specific reserve to reflect values obtained from appraisals. Net of these write-downs and reserves, the remaining book balance of impaired loans was 67 percent of the unpaid principal balance. The allowance for credit losses not specifically allocated to impaired loans represented 211 percent of the remaining unimpaired non-accrual loan balance.

“BancorpSouth’s pre-tax, pre-provision earnings for the fourth quarter of 2010 increased to $60.8 million from $53.5 million for the fourth quarter of 2009 and $56.3 million for the third quarter of 2010. We attribute the relative consistency of these operating results to the stability reflected in our net interest revenue, the strength of our mortgage production and servicing operations, effective cost management and the steadiness of the aggregate results from our other noninterest revenue streams.

“Based on this performance, we continue to be encouraged about BancorpSouth’s ability to produce stronger financial results as our credit metrics continue to improve. While the improvement in our fourth quarter NPLs is an important step in returning to a more normalized level of financial performance, we realize that there is much work yet to be completed to realize that goal. We must build on this momentum in the quarters to come. We do not underestimate the challenges to returning our credit metrics to their historical levels, but with the progress achieved throughout 2010 and with continuing strong capital and liquidity, we enter 2011 confident that we are on the right path to achieve that goal.”

Net Interest Revenue

Net interest revenue was $110.3 million for the fourth quarter of 2010, a decrease of 1.9 percent from $112.3 million for the fourth quarter of 2009 and a 0.5 percent increase from $109.7 million for the third quarter of 2010. The fully taxable equivalent net interest margin was 3.59 percent for the fourth quarter of 2010, compared with 3.81 percent for the fourth quarter of 2009 and 3.64 percent for the third quarter of 2010.

The Company continues to manage through the prolonged low interest rate environment very effectively. The decline in net interest margin for the fourth quarter of 2010 from the third quarter of 2010 was primarily the result of lower yields on the investment portfolio. Yields on loans have remained relatively stable, and overall rates on interest bearing liabilities have continued to decline. Weak loan demand continues to challenge growth in earning assets.

Asset, Deposit and Loan Activity

Total assets at December 31, 2010 were $13.6 billion, an increase of 3.4 percent compared with $13.2 billion at December 31, 2009. Total deposits were $11.5 billion at December 31, 2010, an increase of 7.6 percent from $10.7 billion at December 31, 2009. Loans and leases, net of unearned income, were $9.3 billion at December 31, 2010, a decrease of 4.5 percent from $9.8 billion at December 31, 2009.

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BXS Announces Fourth Quarter Results
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January 27, 2011

The decline in loans and leases remained concentrated in the construction, acquisition and development loan portfolio, which decreased $311.3 million, or 21.3 percent, during 2010. Excluding the impact of the CAD loan portfolio, net loans and leases declined $130.7 million, or 1.6 percent, for the year ended December 31, 2010.

The significant growth in BancorpSouth’s deposits during 2010 reflected an increase of 8.3 percent and 14.1 percent in noninterest bearing and interest bearing demand deposits, respectively, and a 19.0 percent increase in savings deposits. While the present economic environment has limited the Company’s ability to invest this additional funding in loans, the Company has continued to capitalize on the opportunity to grow core deposits by both increasing new relationships and strengthening existing relationships.

Provision for Credit Losses and Allowance for Credit Losses

For the fourth quarter of 2010, the provision for credit losses was $43.3 million, compared with $62.3 million for the fourth quarter of 2009 and $54.9 million for the third quarter of 2010. Annualized net charge-offs were 2.19 percent of average loans and leases for the fourth quarter of 2010, compared with 1.27 percent for the fourth quarter of 2009 and 2.10 percent for the third quarter of 2010.

NPLs were $394.4 million, or 4.23 percent of net loans and leases, at December 31, 2010 compared to $186.5 million, or 1.91 percent of net loans and leases, at December 30, 2009 and $409.4 million, or 4.30 percent of net loans and leases, at September 30, 2010. The allowance for credit losses was 2.11 percent of net loans and leases at December 31, 2010 compared to 1.80 percent at December 30, 2009 and 2.16 percent at September 30, 2010.

Total NPLs at December 31, 2010 consisted of: $347.5 million of loans on nonaccrual status, virtually unchanged from $347.2 million at September 30, 2010; $8.5 million of loans 90 days or more past due and still accruing, a decrease from $9.9 million at September 30, 2010; and restructured loans still accruing of $38.4 million, a decrease from $52.3 million at September 30, 2010. Loans and leases 30 to 89 days past due decreased 18.2 percent to $60.4 million at December 31, 2010 from $73.8 million at September 30, 2010.

At the end of the fourth quarter of 2010, $111.9 million of NPLs were residential CAD loans, $89.5 million were other CAD loans, $74.1 million were commercial real estate mortgage loans and $56.3 million were consumer mortgages. NPLs from all other loan types totaled $62.6 million.

Other real estate owned increased during the fourth quarter to $133.4 million, compared to $59.3 million at December 31, 2009 and $82.6 million at September 30, 2010. This net increase from the third quarter reflected $62.7 million added through foreclosure, less sales of other real estate owned of $8.5 million, and write-downs in value of existing properties of $3.4 million.

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BXS Announces Fourth Quarter Results
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January 27, 2011

Noninterest Revenue

Noninterest revenue was $74.0 million for the fourth quarter of 2010, compared with $64.5 million for the fourth quarter of 2009 and $69.8 million for the third quarter of 2010. This growth was primarily related to mortgage production and servicing operations. Mortgage origination volume was $452 million for the fourth quarter of 2010 and mortgage lending revenue was $18.1 million, which included an $8.9 million positive MSR fair value adjustment. For the fourth quarter of 2009, mortgage origination volume was $314 million and mortgage lending revenue was $8.6 million, including a $1.6 million positive MSR fair value adjustment, and for the third quarter of 2010, mortgage origination volume was $490 million and mortgage lending revenue was $8.9 million, including a $4.6 million negative MSR fair value adjustment.

Noninterest revenue for the fourth quarter of 2010 from credit and debit card fees and trust income increased on a comparable and sequential quarter basis. Insurance commission revenue increased from the comparable quarter in 2009, but declined $2.8 million from the third quarter of 2010, which was attributable to seasonality in that line of business. Service charge income declined $1.8 million from the third quarter of 2010 to $16.9 million as the first full quarter of mandated changes in overdraft regulations were in effect. The Company recorded a security loss of $0.5 million for the fourth quarter of 2010, compared with a loss of $0.1 million for the fourth quarter of 2009 and a gain of $2.3 million for the third quarter of 2010.

Noninterest Expense

Noninterest expense for the fourth quarter of 2010 was $123.4 million, unchanged from the fourth quarter of 2009 and comparable to $123.1 million for the third quarter of 2010. Included in these results, FDIC insurance expense was $5.9 million for the fourth quarter of 2010 compared with $3.8 million for the fourth quarter of 2009 and $4.8 million for the third quarter of 2010. Foreclosed property expense decreased to $6.1 million for the fourth quarter of 2010 from $6.3 million for the fourth quarter of 2009 and increased from $4.9 million for the third quarter of 2010. Salaries and employee benefits, net occupancy and equipment expenses for the fourth quarter of 2010 declined on both a comparable and sequential quarter basis.

Capital Management

BancorpSouth’s commitment to a strong capital base is one of its fundamental strengths. The Company’s equity capitalization is 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 8.98 percent at December 31, 2010, compared with 9.69 percent at December 31, 2009. The ratio of tangible equity to tangible assets was 7.00 percent at December 31, 2010, compared with 7.63 percent at December 31, 2009. BancorpSouth remains a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 10.61 percent at December 31, 2010 and total risk based capital of 11.87 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, to be classified as “well capitalized.”

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BXS Announces Fourth Quarter Results
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January 27, 2011

Summary

Patterson concluded, “After a most challenging year, BancorpSouth entered 2011 with strong capital and ample liquidity, a growing and demographically appealing eight-state franchise, a relatively attractive net interest margin and stable pre-tax, pre-provision earnings. While we expect to continue our primary focus on providing superior service to customers within our existing network, we have the expertise, financial resources and strategic clarity to leverage current industry turmoil and consolidation in support of our long-term growth objectives.

“Our challenges for 2011 are clear. With high unemployment and modest economic growth, we are cautious about our ability to expand our loan portfolio with high quality credits. In this environment, we are highly focused on continuing to work through any remaining credit issues to sustain the positive trends evident in our fourth quarter results.

“We believe BancorpSouth is well positioned strategically, especially if early indications of economic growth prove sustainable. Although uncertain about the strength of the economy in 2011, we are confident that we will continue to manage effectively and conservatively in the coming year, maintain a strong capital base and strong liquidity, remain appropriately reserved against losses inherent in our loan portfolio and build the value of our banking franchise.”

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2010 results tomorrow, January 28, 2011, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth’s website at http://www.bancorpsouth.com. 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 include, without limitation, statements relating to our financial performance, our reserve for losses, returning our credit metrics to historic levels, our ability to provide superior services to our customers, our economic growth, our ability to manage, our capital and liquidity, our ability to build the value of our franchise and our use of non-GAAP financial measures.

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, 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

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BXS Announces Fourth Quarter Results
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January 27, 2011

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 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, 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 $13.6 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 312 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.

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BXS Announces Fourth Quarter Results
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January 27, 2011

BancorpSouth, Inc.
Selected Financial Data

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
(Dollars in thousands, except per share amounts)	2010			2009			2010			2009
Earnings Summary:
Net interest revenue	$	110,253		$	112,347		$	441,142		$	444,899
Provision for credit losses		43,293			62,271			204,016			117,324
Noninterest revenue		73,974			64,505			264,144			275,276
Noninterest expense		123,447			123,361			487,033			490,017
Income (loss) before income taxes		17,487			(8,780	)		14,237			112,834
Income tax provision (benefit)		1,641			(6,634	)		(8,705	)		30,105
Net income (loss)	$	15,846			($2,146	)	$	22,942		$	82,729
Earning (loss) per share: Basic	$	0.19			($0.03	)	$	0.28		$	0.99
Diluted	$	0.19			($0.03	)	$	0.27		$	0.99
Balance sheet data at December 31:
Total assets							$	13,615,010		$	13,167,867
Total earning assets								12,458,055			11,939,776
Loans and leases, net of unearned income								9,333,107			9,775,136
Allowance for credit losses								196,913			176,043
Total deposits								11,490,021			10,677,702
Common shareholders’ equity								1,222,244			1,276,296
Book value per share								14.64			15.29
Average balance sheet data:
Total assets	$	13,559,038		$	13,065,172		$	13,304,836		$	13,203,659
Total earning assets		12,510,705			11,966,504			12,223,933			12,078,437
Loans and leases, net of unearned interest		9,418,687			9,750,989			9,621,529			9,734,580
Total deposits		11,292,903			10,448,617			11,107,445			10,155,730
Common shareholders’ equity		1,225,514			1,266,989			1,241,321			1,255,605
Non-performing assets at December 31:
Non-accrual loans and leases							$	347,499		$	144,013
Loans and leases 90+ days past due, still accruing								8,500			36,301
Restructured loans and leases, still accruing								38,376			6,161
Other real estate owned								133,412			59,265
Total non-performing assets								527,787			245,740
Net charge-offs as a percentage of average loans (annualized)		2.19	%		1.27	%		1.90	%		0.76	%
Performance ratios (annualized):
Return on average assets		0.46	%		(0.07	%)		0.17	%		0.63	%
Return on common equity		5.13	%		(0.67	%)		1.85	%		6.59	%
Total shareholders’ equity to total assets		8.98	%		9.69	%		8.98	%		9.69	%
Tangible shareholders’ equity to tangible assets		7.00	%		7.63	%		7.00	%		7.63	%
Net interest margin		3.59	%		3.81	%		3.70	%		3.77	%
Average shares outstanding — basic		83,435,268			83,399,113			83,425,183			83,295,461
Average shares outstanding — diluted		83,471,420			83,527,596			83,515,040			83,430,505
Cash dividends per share	$	0.22		$	0.22		$	0.88		$	0.88
Tier I capital		10.61	%(1)		11.17	%		10.61	%(1)		11.17	%
Total Capital		11.87	%(1)		12.42	%		11.87	%(1)		12.42	%
Tier I leverage capital		8.07	%(1)		8.95	%		8.07	%(1)		8.95	%

(1) Estimated as of earnings release date

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BXS Announces Fourth Quarter Results
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January 27, 2011

BancorpSouth, Inc.
Consolidated Balance Sheets
(Unaudited)

	Dec-10			Sep-10			Jun-10			Mar-10			Dec-09
	(Dollars in thousands)
Assets
Cash and due from banks	$	99,916		$	128,160		$	370,499		$	187,115		$	222,741
Interest bearing deposits with other banks		172,170			211,189			111,040			9,943			15,704
Held-to-maturity securities, at amortized cost		1,613,019			1,357,888			1,147,157			1,219,983			1,032,822
Available-for-sale securities, at fair value		1,096,062			915,877			962,692			891,221			960,772
Federal funds sold and securities purchased under agreement to resell		150,000			325,000			75,000			120,000			75,000
Loans and leases		9,376,351			9,556,962			9,691,623			9,756,081			9,822,986
Less: Unearned income		43,244			42,033			44,721			45,259			47,850
Allowance for credit losses		196,913			205,081			200,744			188,884			176,043
Net loans and leases		9,136,194			9,309,848			9,446,158			9,521,938			9,599,093
Loans held for sale		93,697			125,815			95,987			80,312			80,343
Premises and equipment, net		332,890			335,618			336,645			339,860			343,877
Accrued interest receivable		61,025			63,797			63,862			69,022			68,651
Goodwill		270,097			270,097			270,097			270,097			270,097
Bank owned life insurance		194,064			192,459			190,828			189,022			187,770
Other real estate owned		133,412			82,647			67,560			59,269			59,265
Other assets		262,464			264,621			283,479			272,408			251,732
Total Assets	$	13,615,010		$	13,583,016		$	13,421,004		$	13,230,190		$	13,167,867
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,060,145		$	1,967,635		$	1,897,977		$	1,860,579		$	1,901,663
Interest bearing		4,931,518			4,623,103			4,725,457			4,589,029			4,323,646
Savings		863,034			801,153			770,112			768,302			725,192
Other time		3,635,324			3,804,973			3,827,095			3,776,251			3,727,201
Total deposits		11,490,021			11,196,864			11,220,641			10,994,161			10,677,702
Federal funds purchased and securities sold under agreement to repurchase		440,593			501,175			481,109			480,795			539,870
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		2,727			152,738			3,500			2,500			203,500
Accrued interest payable		14,336			16,574			17,508			17,972			19,588
Junior subordinated debt securities		160,312			160,312			160,312			160,312			160,312
Long-term Federal Home Loan Bank borrowings		110,000			110,000			110,749			112,760			112,771
Other liabilities		174,777			209,648			186,926			196,806			177,828
Total Liabilities		12,392,766			12,347,311			12,180,745			11,965,306			11,891,571
Shareholders’ Equity
Common stock		208,704			208,704			208,704			208,655			208,626
Capital surplus		224,976			224,170			223,922			223,307			222,547
Accumulated other comprehensive income (loss)		(14,453	)		(2,705	)		(5,008	)		(10,645	)		(8,409	)
Retained earnings		803,017			805,536			812,641			843,567			853,532
Total Shareholders’ Equity		1,222,244			1,235,705			1,240,259			1,264,884			1,276,296
Total Liabilities & Shareholders’ Equity	$	13,615,010		$	13,583,016		$	13,421,004		$	13,230,190		$	13,167,867

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BXS Announces Fourth Quarter Results
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January 27, 2011

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

	Quarter Ended														Year To Date
	Dec-10			Sep-10			Jun-10			Mar-10		Dec-09			Dec-10			Dec-09
INTEREST REVENUE:
Loans and leases	$	121,672		$	123,533		$	124,621		$	126,956	$	129,086		$	496,782		$	517,013
Deposits with other banks		222			79			33			21		19			355			131
Federal funds sold and securities purchased under agreement to resell		168			213			143			82		43			606			74
Held-to-maturity securities:
Taxable		8,490			9,010			9,363			9,415		10,128			36,278			46,957
Tax-exempt		2,952			2,584			2,412			2,461		2,393			10,409			8,852
Available-for-sale securities:
Taxable		7,836			7,782			8,030			8,385		8,675			32,033			35,026
Tax-exempt		815			795			833			832		875			3,275			3,396
Loans held for sale		902			889			727			506		777			3,024			3,965
Total interest revenue		143,057			144,885			146,162			148,658		151,996			582,762			615,414
INTEREST EXPENSE:
Interest bearing demand		7,462			8,582			9,751			9,392		9,023			35,187			40,047
Savings		891			881			915			889		900			3,576			3,700
Other time		19,827			21,108			21,535			21,529		23,445			83,999			101,308
Federal funds purchased and securities sold under agreement to repurchase		189			209			215			228		305			841			1,629
FHLB borrowings		1,569			1,543			1,553			1,880		3,012			6,545			11,597
Junior subordinated debt		2,864			2,880			2,862			2,855		2,863			11,461			11,630
Other		2			4			2			3		101			11			604
Total interest expense		32,804			35,207			36,833			36,776		39,649			141,620			170,515
Net interest revenue		110,253			109,678			109,329			111,882		112,347			441,142			444,899
Provision for credit losses		43,293			54,850			62,354			43,519		62,271			204,016			117,324
Net interest revenue, after provision for credit losses		66,960			54,828			46,975			68,363		50,076			237,126			327,575
NONINTEREST REVENUE:
Mortgage lending		18,126			8,898			(2,304	)		5,025		8,602			29,745			32,225
Credit card, debit card and merchant fees		9,951			9,569			9,333			8,810		7,883			37,663			34,244
Service charges		16,854			18,621			18,953			16,262		18,689			70,690			72,864
Trust income		3,072			2,783			2,707			2,587		3,014			11,149			9,698
Security gains (losses), net		(470	)		2,327			(585	)		1,297		(102	)		2,569			(55	)
Insurance commissions		18,013			20,825			21,666			21,668		17,583			82,172			80,937
Other		8,428			6,729			7,316			7,683		8,836			30,156			45,363
Total noninterest revenue		73,974			69,752			57,086			63,332		64,505			264,144			275,276
NONINTEREST EXPENSES:
Salaries and employee benefits		65,980			68,232			68,189			69,287		66,926			271,688			278,734
Occupancy, net of rental income		10,668			11,038			10,527			10,775		10,897			43,008			42,108
Equipment		5,459			5,523			5,877			5,739		5,578			22,598			23,508
Deposit insurance assessments		5,895			4,752			4,362			4,250		3,786			19,259			19,672
Other		35,445			33,542			31,061			30,432		36,174			130,480			125,995
Total noninterest expenses		123,447			123,087			120,016			120,483		123,361			487,033			490,017
Income (loss) before income taxes		17,487			1,493			(15,955	)		11,212		(8,780	)		14,237			112,834
Income tax expense (benefit)		1,641			(9,767	)		(3,395	)		2,816		(6,634	)		(8,705	)		30,105
Net income (loss)	$	15,846		$	11,260			($12,560	)	$	8,396		($2,146	)	$	22,942		$	82,729
Net income (loss) per share: Basic	$	0.19		$	0.13			($0.15	)	$	0.10		($0.03	)	$	0.28		$	0.99
Diluted	$	0.19		$	0.13			($0.15	)	$	0.10		($0.03	)	$	0.27		$	0.99

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BXS Announces Fourth Quarter Results
Page 10
January 27, 2011

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

	Quarter Ended
	Dec-10			Sep-10			Jun-10			Mar-10			Dec-09
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,491,183		$	1,438,415		$	1,483,335		$	1,470,145		$	1,466,569
Real estate
Consumer mortgages		1,978,145			2,001,077			2,019,187			2,014,085			2,017,067
Home equity		543,272			552,095			555,281			549,924			550,085
Agricultural		252,292			262,083			260,489			266,649			262,069
Commercial and industrial-owner occupied		1,331,473			1,375,466			1,407,704			1,423,098			1,449,554
Construction, acquisition and development		1,148,161			1,307,242			1,381,591			1,428,882			1,459,503
Commercial		1,816,951			1,810,626			1,794,644			1,809,660			1,806,766
Credit cards		106,345			102,672			102,784			101,464			108,086
All other		665,285			665,253			641,888			646,915			655,437
Total loans	$	9,333,107		$	9,514,929		$	9,646,903		$	9,710,822		$	9,775,136
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	205,081		$	200,744		$	188,884		$	176,043		$	144,791
Loans and leases charged off:
Commercial and industrial		(1,782	)		(2,822	)		(5,106	)		(2,169	)		(3,404	)
Real estate
Consumer mortgages		(8,809	)		(7,573	)		(4,659	)		(4,598	)		(2,298	)
Home equity		(1,138	)		(1,792	)		(602	)		(1,683	)		(1,835	)
Agricultural		(487	)		(33	)		(473	)		(207	)		(401	)
Commercial and industrial-owner occupied		(1,659	)		(1,231	)		(3,845	)		(2,465	)		(753	)
Construction, acquisition and development		(31,471	)		(34,342	)		(31,655	)		(15,769	)		(20,766	)
Commercial		(6,327	)		(2,887	)		(2,593	)		(2,278	)		(568	)
Credit cards		(990	)		(1,046	)		(1,363	)		(1,160	)		(1,118	)
All other		(2,093	)		(798	)		(2,067	)		(1,050	)		(954	)
Total loans charged off		(54,756	)		(52,524	)		(52,363	)		(31,379	)		(32,097	)
Recoveries:
Commercial and industrial		707			318			242			63			194
Real estate
Consumer mortgages		423			143			818			64			209
Home equity		60			23			43			52			76
Agricultural		4			8			—			—			—
Commercial and industrial-owner occupied		195			154			44			7			10
Construction, acquisition and development		776			663			211			56			7
Commercial		707			98			27			12			25
Credit cards		143			317			219			150			216
All other		280			287			265			297			341
Total recoveries		3,295			2,011			1,869			701			1,078
Net charge-offs		(51,461	)		(50,513	)		(50,494	)		(30,678	)		(31,019	)
Provision charged to operating expense		43,293			54,850			62,354			43,519			62,271
Other, net		—			—			—			—			—
Balance, end of period	$	196,913		$	205,081		$	200,744		$	188,884		$	176,043
Average loans for period	$	9,418,687		$	9,601,142		$	9,703,253		$	9,767,088		$	9,750,989
Ratios:
Net charge-offs to average loans (annualized)		2.19	%		2.10	%		2.08	%		1.26	%		1.27	%

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BXS Announces Fourth Quarter Results
Page 11
January 27, 2011

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

	Quarter Ended
	Dec-10			Sep-10			Jun-10			Mar-10			Dec-09
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	13,075		$	12,339		$	6,280		$	6,306		$	4,852
Real estate
Consumer mortgages		46,496			40,962			37,514			24,047			20,731
Home equity		811			1,361			1,565			761			1,642
Agricultural		7,589			4,986			3,972			3,049			1,136
Commercial and industrial-owner occupied		20,338			15,004			12,061			15,083			7,039
Construction, acquisition and development		199,072			216,586			159,829			116,191			82,170
Commercial		57,766			51,590			38,921			30,094			23,209
Credit cards		720			724			726			1,072			1,044
All other		1,632			3,629			2,890			3,034			2,190
Total nonaccrual loans and leases		347,499			347,181			263,758			199,637			144,013
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial		675			1,571			7,093			1,405			1,797
Real estate
Consumer mortgages		6,521			6,241			4,754			10,984			9,905
Home equity		173			146			—			320			810
Agricultural		123			330			—			199			1,015
Commercial and industrial-owner occupied		20			192			733			1,482			4,511
Construction, acquisition and development		197			526			1,490			3,339			13,482
Commercial		—			115			3,068			1,671			2,558
Credit cards		330			396			228			296			355
All other		461			393			330			756			1,868
Total loans and leases 90+ past due, still accruing		8,500			9,910			17,696			20,452			36,301
Restructured Loans and Leases, Still Accruing		38,376			52,325			20,813			15,576			6,161
Total non-performing loans and leases		394,375			409,416			302,267			235,665			186,475
OTHER REAL ESTATE OWNED:		133,412			82,647			67,560			59,269			59,265
Total Non-performing Assets	$	527,787		$	492,063		$	369,827		$	294,934		$	245,740
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	13,654		$	10,581		$	10,081		$	17,248		$	7,220
Real estate
Consumer mortgages		19,147			22,490			30,286			22,917			24,263
Home equity		1,906			3,088			2,664			2,568			2,000
Agricultural		1,122			1,101			2,312			3,814			1,010
Commercial and industrial-owner occupied		10,183			16,385			20,975			21,798			29,186
Construction, acquisition and development		6,758			11,538			50,759			58,385			39,795
Commercial		3,823			4,657			8,084			11,627			5,623
Credit cards		1,023			799			1,220			1,185			1,457
All other		2,766			3,143			4,472			3,240			3,061
Total Loans and Leases 30-89 days past due, still accruing	$	60,382		$	73,782		$	130,853		$	142,782		$	113,615
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		1.84	%		2.29	%		2.57	%		1.78	%		2.55	%
Allowance for credit losses to net loans and leases		2.11	%		2.16	%		2.08	%		1.95	%		1.80	%
Allowance for credit losses to non-performing assets		37.31	%		41.68	%		54.28	%		64.04	%		71.64	%
Allowance for credit losses to non-performing loans and leases		49.93	%		50.09	%		66.41	%		80.15	%		94.41	%
Non-performing loans and leases to net loans and leases		4.23	%		4.30	%		3.13	%		2.43	%		1.91	%
Non-performing assets to net loans and leases		5.65	%		5.17	%		3.83	%		3.04	%		2.51	%

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BXS Announces Fourth Quarter Results
Page 12
January 27, 2011

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

	Quarter Ended
	Dec-10			Sep-10			Jun-10			Mar-10			Dec-09
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	27,992		$	28,540		$	22,091		$	28,598		$	25,009
One-to-four family construction		191,972			210,861			229,629			242,209			255,026
Recreation and all other loans		48,375			45,085			44,175			39,938			50,122
Commercial construction		173,557			239,099			245,700			236,111			240,917
Commercial acquisition and development		250,658			260,787			270,413			280,630			282,766
Residential acquisition and development		455,607			522,870			569,583			601,396			605,663
Total outstanding balance	$	1,148,161		$	1,307,242		$	1,381,591		$	1,428,882		$	1,459,503
Nonaccrual CAD Loans
Multi-family construction	$	12,517		$	10,668		$	11,705		$	9,071		$	9,247
One-to-four family construction		11,319			12,075			6,117			4,223			1,514
Recreation and all other loans		481			1,020			685			—			—
Commercial construction		34,710			28,712			24,723			12,650			6,684
Commercial acquisition and development		29,658			34,438			15,558			463			2,527
Residential acquisition and development		110,387			129,673			101,041			89,783			62,198
Total nonaccrual CAD loans		199,072			216,586			159,829			116,190			82,170
CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction		—			—			—			—			—
One-to-four family construction		—			—			365			748			1,535
Recreation and all other loans		—			—			—			146			496
Commercial construction		195			—			141			16			—
Commercial acquisition and development		—			150			77			678			4,500
Residential acquisition and development		2			376			907			1,751			6,951
Total CAD loans 90+ past due, still accruing		197			526			1,490			3,339			13,482
Restructured CAD Loans, Still Accruing
Multi-family construction		—			—			—			—			—
One-to-four family construction		63			417			1,072			—			—
Recreation and all other loans		—			—			—			—			—
Commercial construction		—			2,244			—			—			1,606
Commercial acquisition and development		604			1,735			460			—			—
Residential acquisition and development		1,495			7,290			946			3,234			—
Total restructured CAD loans, still accruing		2,162			11,686			2,478			3,234			1,606
Total Non-performing CAD loans	$	201,431		$	228,798		$	163,797		$	122,763		$	97,258
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		44.7	%		37.4	%		53.0	%		31.7	%		37.0	%
One-to-four family construction		5.9	%		5.9	%		3.3	%		2.1	%		1.2	%
Recreation and all other loans		1.0	%		2.3	%		1.6	%		0.4	%		1.0	%
Commercial construction		20.1	%		12.9	%		10.1	%		5.4	%		3.4	%
Commercial acquisition and development		12.1	%		13.9	%		6.0	%		0.4	%		2.5	%
Residential acquisition and development		24.6	%		26.3	%		18.1	%		15.8	%		11.4	%
Total CAD NPL as a % of outstanding CAD balance		17.5	%		17.5	%		11.9	%		8.6	%		6.7	%

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BXS Announces Fourth Quarter Results
Page 13
January 27, 2011

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

	As of
	Dec-10			Sep-10			Jun-10			Mar-10			Dec-09
Unpaid principal balance of impaired loans	$	345,377		$	311,941		$	243,221		$	209,288		$	161,631
Cumulative charge offs on impaired loans		71,972			69,783			54,930			37,989			33,094
Outstanding balance of impaired loans		273,405			242,158			188,291			171,299			128,537
Other non-accrual loans and leases not impaired		74,094			105,023			75,467			28,338			15,476
Total non-accrual loans and leases	$	347,499		$	347,181		$	263,758		$	199,637		$	144,013
Allowance for impaired loans		40,719			43,584			40,721			30,855			22,747
Nonaccrual loans and leases, net of specific reserves	$	306,780		$	303,597		$	223,037		$	168,782		$	121,266
Loans and leases 90+ past due, still accruing		8,500			9,910			17,696			20,452			36,301
Restructured loans and leases, still accruing		38,376			52,325			20,813			15,576			6,161
Total non-performing loans and leases	$	394,375		$	409,416		$	302,267		$	235,665		$	186,475
Allowance for impaired loans		40,719			43,584			40,721			30,855			22,747
Allowance for all other loans and leases		156,194			161,497			160,053			158,029			153,296
Total Allowance for Credit Losses	$	196,913		$	205,081		$	200,774		$	188,884		$	176,043
Outstanding balance of impaired loans	$	273,405		$	242,158		$	188,291		$	171,299		$	128,537
Allowance for impaired loans		40,719			43,584			40,721			30,855			22,747
Net book value of impaired loans	$	232,686		$	198,574		$	147,570		$	140,444		$	105,790
Net book value of impaired loans as a % of unpaid principal balance		67	%		64	%		61	%		67	%		65	%
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases		211	%		154	%		212	%		558	%		991	%
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases		129	%		97	%		140	%		246	%		265	%

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BXS Announces Fourth Quarter Results
Page 14
January 27, 2011

BancorpSouth, Inc.
Noninterest Revenue and Expense
(Dollars in thousands)
(Unaudited)

	Quarter Ended
	Dec-10			Sep-10		Jun-10			Mar-10		Dec-09
NONINTEREST REVENUE:
Mortgage lending	$	18,126		$	8,898	$	(2,304	)	$	5,025	$	8,602
Credit card, debit card and merchant fees		9,951			9,569		9,333			8,810		7,883
Service charges		16,854			18,621		18,953			16,262		18,689
Trust income		3,072			2,783		2,707			2,587		3,014
Securities gains (losses), net		(470	)		2,327		(585	)		1,297		(102	)
Insurance commissions		18,013			20,825		21,666			21,668		17,583
Annuity fees		458			537		698			781		1,060
Brokerage commissions and fees		1,436			1,340		1,419			1,317		1,390
Bank-owned life insurance		2,303			1,793		1,972			1,669		1,843
Other miscellaneous income		4,231			3,059		3,227			3,916		4,543
Total noninterest revenue	$	73,974		$	69,752	$	57,086		$	63,332	$	64,505
NONINTEREST EXPENSE:
Salaries and employee benefits	$	65,980		$	68,232	$	68,189		$	69,287	$	66,926
Occupancy, net		10,668			11,038		10,527			10,775		10,897
Equipment		5,459			5,523		5,877			5,739		5,578
Deposit insurance assessments		5,895			4,752		4,362			4,250		3,786
Advertising		1,760			1,742		1,196			656		1,120
Foreclosed property expense		6,092			4,912		3,813			3,538		6,292
Telecommunications		2,148			2,624		2,494			2,200		2,203
Public relations		1,361			1,423		1,656			1,648		1,304
Data processing		1,428			1,576		1,594			1,470		1,360
Computer software		1,937			1,793		1,900			1,704		1,759
Amortization of intangibles		950			961		984			1,015		1,139
Legal fees		1,872			1,727		1,313			1,328		1,885
Postage and shipping		1,269			1,237		1,178			1,360		1,254
Other miscellaneous expense		16,628			15,547		14,933			15,513		17,858
Total noninterest expense	$	123,447		$	123,087	$	120,016		$	120,483	$	123,361

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BXS Announces Fourth Quarter Results
Page 15
January 27, 2011

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

	Quarter Ended
	December 31, 2010
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,509,949		$	123,491		5.15	%
Held-to-maturity securities:
Taxable		1,154,939			8,600		2.95	%
Tax-exempt		281,283			4,542		6.41	%
Available-for-sale securities:
Taxable		923,085			7,836		3.37	%
Tax-exempt		72,921			1,254		6.82	%
Short-term investments		568,528			391		0.27	%
Total interest earning assets and revenue		12,510,705			146,114		4.63	%
Other assets		1,263,611
Less: allowance for credit losses		(215,278	)
Total	$	13,559,038
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,740,734		$	7,462		0.62	%
Savings		831,805			891		0.42	%
Other time		3,745,046			19,827		2.10	%
Short-term borrowings		623,862			275		0.17	%
Junior subordinated debt		160,312			2,864		7.09	%
Long-term debt		110,000			1,485		5.36	%
Total interest bearing liabilities and expense		10,211,759			32,804		1.27	%
Demand deposits — noninterest bearing		1,975,318
Other liabilities	146,447
Total liabilities		12,333,524
Shareholders’ equity	1,225,514
Total	$	13,559,038
Net interest revenue				$	113,310
Net interest margin							3.59	%
Net interest rate spread							3.36	%
Interest bearing liabilities to interest earning assets							81.62	%
Net interest tax equivalent adjustment				$	3,057

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BXS Announces Fourth Quarter Results
Page 16
January 27, 2011

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

	Quarter Ended
	September 30, 2010
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,682,146		$	125,211		5.13	%
Held-to-maturity securities:
Taxable		993,494			9,119		3.64	%
Tax-exempt		230,182			3,975		6.85	%
Available-for-sale securities:
Taxable		847,942			7,782		3.64	%
Tax-exempt		69,735			1,225		6.97	%
Short-term investments		442,927			292		0.26	%
Total interest earning assets and revenue		12,266,426			147,604		4.77	%
Other assets		1,265,657
Less: allowance for credit losses		(227,201	)
Total	$	13,304,882
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,651,166		$	8,582		0.73	%
Savings		786,267			881		0.44	%
Other time		3,829,068			21,108		2.19	%
Short-term borrowings		483,651			257		0.21	%
Junior subordinated debt		160,312			2,880		7.13	%
Long-term debt		110,734			1,499		5.37	%
Total interest bearing liabilities and expense		10,021,198			35,207		1.39	%
Demand deposits — noninterest bearing		1,911,125
Other liabilities	143,413
Total liabilities		12,075,736
Shareholders’ equity	1,229,146
Total	$	13,304,882
Net interest revenue				$	112,397
Net interest margin							3.64	%
Net interest rate spread							3.38	%
Interest bearing liabilities to interest earning assets							81.70	%
Net interest tax equivalent adjustment				$	2,719

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BXS Announces Fourth Quarter Results
Page 17
January 27, 2011

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

	Quarter Ended
	June 30, 2010
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,763,448		$	126,131		5.18	%
Held-to-maturity securities:
Taxable		939,046			9,474		4.05	%
Tax-exempt		218,747			3,711		6.80	%
Available-for-sale securities:
Taxable		821,050			8,029		3.92	%
Tax-exempt		72,440			1,281		7.09	%
Short-term investments		295,618			176		0.24	%
Total interest earning assets and revenue		12,110,349			148,802		4.93	%
Other assets		1,329,535
Less: allowance for credit losses		(216,378	)
Total	$	13,223,506
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,635,078		$	9,750		0.84	%
Savings		770,665			915		0.48	%
Other time		3,814,314			21,536		2.26	%
Short-term borrowings		486,350			264		0.22	%
Junior subordinated debt		160,312			2,861		7.16	%
Long-term debt		112,731			1,506		5.36	%
Total interest bearing liabilities and expense		9,979,450			36,832		1.48	%
Demand deposits — noninterest bearing		1,855,598
Other liabilities	142,672
Total liabilities		11,977,720
Shareholders’ equity		1,245,786
Total	$	13,223,506
Net interest revenue				$	111,970
Net interest margin							3.71	%
Net interest rate spread							3.45	%
Interest bearing liabilities to interest earning assets							82.40	%
Net interest tax equivalent adjustment				$	2,640

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BXS Announces Fourth Quarter Results
Page 18
January 27, 2011

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

	Quarter Ended
	March 31, 2010
	Average					Yield/
(Taxable equivalent basis)	Balance			Interest		Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,809,884		$	128,299		5.30	%
Held-to-maturity securities:
Taxable		851,525			9,525		4.54	%
Tax-exempt		215,250			3,786		7.13	%
Available-for-sale securities:
Taxable		859,757			8,386		3.96	%
Tax-exempt		72,396			1,279		7.16	%
Short-term investments		170,734			103		0.24	%
Total interest earning assets and revenue		11,979,546			151,378		5.12	%
Other assets		1,340,608
Less: allowance for credit losses	(192,983		)
Total	$	13,127,171
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing	$	4,568,045		$	9,392		0.83	%
Savings		748,342			889		0.48	%
Other time		3,741,938			21,529		2.33	%
Short-term borrowings		564,191			587		0.42	%
Junior subordinated debt		160,312			2,855		7.22	%
Long-term debt		112,764			1,524		5.48	%
Total interest bearing liabilities and expense		9,895,592			36,776		1.51	%
Demand deposits — noninterest bearing		1,819,945
Other liabilities	146,225
Total liabilities		11,861,762
Shareholders’ equity	1,265,409
Total	$	13,127,171
Net interest revenue				$	114,602
Net interest margin							3.88	%
Net interest rate spread							3.62	%
Interest bearing liabilities to interest earning assets							82.60	%
Net interest tax equivalent adjustment				$	2,720

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BXS Announces Fourth Quarter Results
Page 19
January 27, 2011

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

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BXS Announces Fourth Quarter Results
Page 20
January 27, 2011

BancorpSouth, Inc.
Reconciliation of Non-GAAP Measures
(Dollars in thousands)
(Unaudited)

Reconciliation of Pre-tax, Pre-Provision Earnings (a):

	Quarter Ended
	December 31,		September 30,			December 31,
	2010		2010			2009
Net income	$	15,846	$	11,260		$	(2,146	)
Plus: Provision for credit losses		43,293		54,850			62,271
Income tax expense (benefit)		1,641		(9,767	)		(6,634	)
Pre-tax, Pre-Provision Earnings	$	60,780	$	56,343		$	53,491

Reconciliation of Tangible assets and Tangible Shareholders’ Equity to
Total Assets and Total Shareholders’ Equity (b):

	December 31,
	2010			2009
Tangible assets
Total assets	$	13,615,010		$	13,167,867
Less: Goodwill		270,097			270,097
Other identifiable intangible assets		19,624			23,533
Total tangible assets	$	13,325,289		$	12,874,237
Tangible shareholders’ equity
Total shareholders’ equity	$	1,222,244		$	1,276,296
Less: Goodwill		270,097			270,097
Other identifiable intangible assets		19,624			23,533
Total tangible shareholders’ equity	$	932,523		$	982,666
Tangible shareholders’ equity to tangible assets		7.00	%		7.63	%

(a)

BancorpSouth, Inc. utilizes pre-tax, pre-provision earnings as an additional measure when evaluating the performance of the Company. Pre-tax, pre-provision earnings are defined as net income plus provision for credit losses and income tax expense. Management believes pre-tax, pre-provision earnings is important to investors as it shows earnings trends without giving effect to provision for credit losses and taxes.

(b)

BancorpSouth, Inc. utilizes the ratio of tangible assets to 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 other identifiable intangible assets. Tangible assets are defined by the Company as total assets less goodwill and other identifiable intangible assets. Management believes the ratio of tangible equity to tangible assets is important to investors who are interested in evaluating the adequacy of our capital levels.

-END-

EX-99.2

Exhibit 99.2

News Release

Contact:
Bill Prater	Gary Bonds
Treasurer and	Senior Vice President and
Chief Financial Officer	Principal Accounting Officer
662-680-2536	662-680-2332

BancorpSouth, Inc. Declares Quarterly Dividend

TUPELO, Miss., January 27 — At its regular quarterly meeting on January 26, 2011, the Board of Directors of BancorpSouth, Inc. (NYSE: BXS) declared a quarterly cash dividend of $0.11 per common share. The dividend is payable April 1, 2011 to shareholders of record at the close of business on March 15, 2011.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, remarked, “In order to preserve and build upon BancorpSouth’s already strong capital position, the Board of Directors declared a common stock dividend of $0.11 per share, down from $0.22 per share for the previous quarter.”

BancorpSouth earlier today reported net income of $15.8 million or $0.19 per diluted share for the fourth quarter of 2010.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.6 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 312 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.

###

P. O. Box 789 — Tupelo, MS 38802-0789 — (662) 680-2000
BancorpSouth, Inc. is a financial holding company.

EX-99.3

Exhibit 99.3

BancorpSouth Financial Information as of December 31, 2010

Forward Looking Information 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 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.

Dollars in millions As of December 31, 2010 % of Loans Outstanding Balanced Loan Portfolio Outstanding NPL NPL as a Percent of Outstanding Consumer Mortgages $1,978 $56.3 2.8% Home Equity 543 1.1 0.2 Commercial — Non-Owner Occupied & Multi-Family 1,817 74.1 4.1 Construction, Acquisition and Development 1,148 201.4 17.5 Commercial & Industrial — Non-Real Estate 1,491 16.0 1.1 Commercial & Industrial — Owner Occupied 1,332 28.0 2.1 Agricultural 252 8.4 3.3 Credit Cards 106 4.0 3.8 All Other 665 5.0 0.8 Total Loans $9,333 $394.3 4.2% Consumer Mortgages & Home Equity Commercial — Non-Owner Occupied & Multi-Family Construction, Acquisition & Development Commercial & Industrial — Non-Real Estate Commercial & Industrial — Owner Occupied Agricultural, Credit Cards, & All Other 3

Real Estate Construction, Acquisition and Development Dollars in millions As of December 31, 2010 Loans Outstanding NPL as a Percent of Outstanding NPL Outstanding Multi-Family Construction $28 $12.5 44.7% 1-4 Family Construction 192 11.4 5.9 Recreation and All Other Loans 48 0.5 1.0 Commercial Construction 174 34.9 20.1 Commercial Acquisition and Development 251 30.3 12.1 Residential Acquisition and Development 456 111.9 24.6 Real Estate Construction, Acquisition and Development $1,148 $201.4 17.5% Multi-Family 1-4 Family Recreation & All Commercial Commercial A & D Residential A & D Construction Construction Other Loans Construction 4

Residential Acquisition and Development Dollars in millions As of December 31, 2010 "The Residential A&D portfolio has declined by 25% over the last year." "Other" includes lines of business not managed by a geographic region. 5

"Other" includes all other geographic regions and lines of business not managed by a geographic region. YTD Net Charge-Offs Dollars in millions As of December 31, 2010 Greater Memphis AL / FL MO NE TN Other Total Consumer Mortgages $3.3 $4.5 $3.8 $3.7 $8.9 $24.2 Home Equity 0.8 2.2 0.1 0.2 1.8 5.0 Commercial - Non-Owner Occupied & Multi-Family 3.7 2.6 0.4 1.1 5.4 13.2 Construction, Acquisition and Development 52.4 26.5 12.4 5.4 14.9 111.5 Commercial & Industrial — Non-Real Estate 3.0 1.4 2.5 0.6 3.0 10.5 Commercial & Industrial — Owner Occupied 2.1 1.6 0.1 0.3 4.8 8.8 Agricultural 0.8 0.0 0.0 0.0 0.4 1.2 Credit Cards 0.0 0.0 0.0 0.0 3.7 3.7 All Other 1.3 0.2 0.0 0.1 3.2 4.9 Total Net Charge-Offs $67.3 $39.0 $19.5 $11.4 $46.0 $183.1 Greater Memphis AL / FL MO NE TN Other Total Multi-Family Construction $0.1 $3.0 $1.4 $0.0 $0.0 $4.5 1-4 Family Construction 1.2 2.1 2.2 1.9 0.7 8.1 Recreation and All Other Loans 0.2 0.1 0.0 0.2 0.2 0.6 Commercial Construction 1.2 0.3 5.7 0.2 0.7 8.0 Commercial Acquisition and Development 7.3 0.0 0.0 0.8 3.6 11.6 Residential Acquisition and Development 42.5 20.8 3.1 2.4 9.8 78.7 Construction A & D Net Charge-Offs $52.4 $26.4 $12.4 $5.4 $14.9 $111.5 6

Other includes all other geographic regions and lines of business not managed by a geographic region. Dec 2010 Impairment Analysis - Residential A & D Dollars in millions As of December 31, 2010 Greater Memphis AL / FL MO NE TN Other Total Unpaid principal balance of impaired loans $53.8 $45.4 $11.0 $15.5 $14.4 $140.1 Cumulative charge-offs on impaired loans 20.8 11.4 1.5 0.8 3.3 37.8 Outstanding principal balance of impaired loans 33.0 34.0 9.5 14.7 11.1 102.3 Other non-accrual loans and leases not impaired 1.4 0.7 0.0 1.7 4.3 8.1 Total non-accrual loans and leases 34.4 34.7 9.5 16.4 15.4 110.4 Allowance for impaired loans and leases 1.7 7.7 1.2 2.7 1.1 14.4 Nonaccrual loans and leases, net of specific reserves $32.7 $27.0 $8.3 $13.7 $14.3 $96.0 Non-performing loans and leases 34.6 35.2 9.5 16.4 16.2 111.9 Performing loans and leases 48.1 47.8 20.7 31.7 195.4 343.7 Total residential A & D loans and leases $82.7 $83.0 $30.2 $48.1 $211.6 $455.6 7

Other includes all other geographic regions and lines of business not managed by a geographic region. Greater Memphis AL / FL MO NE TN Other Total Unpaid principal balance of impaired loans $75.1 $36.3 $4.1 $5.2 $24.3 $145.0 Cumulative charge-offs on impaired loans 21.7 8.7 0.0 1.3 5.7 37.4 Outstanding principal balance of impaired loans 53.4 27.6 4.1 3.9 18.6 107.6 Other non-accrual loans and leases not impaired 4.4 0.3 8.5 6.2 2.7 22.1 Total non-accrual loans and leases 57.8 27.9 12.6 10.1 21.3 129.7 Allowance for impaired loans and leases 5.3 8.3 1.4 1.0 5.3 21.3 Nonaccrual loans and leases, net of specific reserves $52.5 $19.6 $11.2 $9.1 $16.0 $108.4 Non-performing loans and leases 57.8 29.1 12.6 12.9 24.9 137.3 Performing loans and leases 59.5 52.8 22.5 38.3 212.5 385.6 Total residential A & D loans and leases $117.3 $81.9 $35.1 $51.2 $237.4 $522.9 8 Dollars in millions As of September 30, 2010 Sep 2010 Impairment Analysis - Residential A & D

Other includes all other geographic regions and lines of business not managed by a geographic region. Dollars in millions As of December 31, 2010 9 Greater Memphis AL / FL MO NE TN Other Total Unpaid principal balance of impaired loans $90.0 $77.7 $47.9 $32.2 $97.6 $345.4 Cumulative charge-offs on impaired loans 26.5 21.0 4.9 2.6 17.0 72.0 Outstanding principal balance of impaired loans 63.5 56.7 43.0 29.6 80.6 273.4 Other non-accrual loans and leases not impaired 4.3 0.7 25.3 11.9 31.9 74.1 Total non-accrual loans and leases 67.8 57.4 68.3 41.5 112.5 347.5 Allowance for impaired loans and leases 6.5 11.1 8.3 4.3 10.5 40.7 Nonaccrual loans and leases, net of specific reserves $61.3 $46.3 $60.0 $37.2 $102.0 $306.8 Non-performing loans and leases 68.5 65.8 80.8 43.5 135.8 394.4 Performing loans and leases 599.9 689.7 550.7 682.7 6,415.7 8,938.7 Total loans and leases $668.4 $755.5 $631.5 $726.2 $6,551.5 $9,333.1 Dec 2010 Impairment Analysis - Total Loans

Dollars in millions As of December 31, 2010 Cen. Mid. Gr. Sth. AL AR MS MS MO NE TN Mem. MS TX — LA Tup. Corp. Total Consumer Mortgages $7.4 $1.1 $0.4 $1.5 $1.4 $5.1 $5.0 $1.4 $0.8 $0.9 $2.9 $27.9 Non-Owner Occupied 5.5 1.9 1.0 0.4 0.0 0.3 11.2 0.9 0.2 0.0 0.9 22.3 Construction, A & D 12.2 1.3 0.0 1.9 5.4 1.4 35.8 12.3 0.0 0.3 0.3 71.0 C & I — Non-Real Estate 0.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 C & I — Owner Occupied 0.3 0.1 0.0 0.0 0.1 0.2 5.2 0.2 0.0 0.4 0.0 6.5 All Other 0.0 0.1 0.0 0.0 0.0 0.0 0.9 2.4 0.0 0.0 1.9 5.4 OREO $25.8 $4.6 $1.4 $3.8 $6.9 $7.0 $58.0 $17.2 $1.1 $1.6 $6.0 $133.4 10 Other Real Estate Owned