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 1, 2011 (March 2, 2011)

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi	1-12991	64-0659571
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

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))

Section 7 — Regulation FD

     Item 7.01. Regulation FD Disclosure.

     On March 2, 2011, BancorpSouth, Inc. will make a presentation at the KBW 2011 Bank Conference in Boston. 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 KBW 2011 Bank Conference on March 2, 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/ Cathy S. Freeman
	Cathy S. Freeman
	Executive Vice President and Corporate Secretary

Date: March 1, 2011

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation by BancorpSouth, Inc. at the KBW 2011 Bank Conference on March 2, 2011

EX-99.1

Exhibit 99.1

Investor Presentation Financial Information as of December 31, 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 December 31, 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 Q4 — 08 Q1 — 09 Q2 — 09 Q3 — 09 Q4- 09 Q1 — 10 Pre-Tax Pre-Provision Earnings Q2 — 10 Q3 — 10 Q4 Dollars in millions — 10 5

Diversified Revenue Stream Net Interest Revenue Noninterest 63% Revenue 37% Mortgage lending 11% Insurance commissions 32% Card and merchant fees 14% Other Service charges 12% 27% Trust income 4% Percentages based on YTD data as of December 31, 2010 6

Deposits “Strong growth in core deposits.” Total Deposits as of December 31 ($ in billions) $11.5 $10.7 $11.0 $10.1 $9.7 $9.7 $9.6 $9.0 $7.0 $5.0 2005 2006 2007 2008 2009 2010 7% 7% 16% AL TX AR 12% TN LA 9% MO 3% MS as of December 31, 2010 7 46%

Deposit Growth Total Deposits as of December 31 ($ in billions) $10.7 $11.5 $12.0 $10.0 $8.0 DDA s earing est-B $6.0 in Inter owth      % Gr 14 $4.0 $2.0 $0.0 2009 2010 Demand — Non-Interest Demand — Interest Savings CDs 8

Loans Loans Net of Unearned Income as of December 31 ($ in billions) $11.0 CAGR = 5% $9.7 $9.8 $9.2 $9.3 $7.9 $9.0 $7.4 $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 December 31, 2010 9

Financial Highlights

Balance Sheet Information As of December 31, 2010 2009% Change Total assets $13,615 $13,168 3.4% Total earning assets 12,458 11,940 4.3 Securities 2,709 1,994 35.9 Short-term investments 322 91 253.8 Loans, net of unearned income 9,333 9,775 (4.5) Allowance for credit losses (197) (176) 11.9 Total deposits 11,490 10,678 7.6 Short-term borrowings 444 744 (40.3) Common shareholders’ equity 1,222 1,276 (4.2) Book value per share $14.64 $15.29 (4.3) % Dollars in millions, except per share amounts 11

Operating Results Twelve Months Ended December 31, 2010 2009% Change Net interest revenue $ 441.1 $444.9 (0.9) % Provision for credit losses 204.0 117.3 73.9 Noninterest revenue 264.1 275.2 (4.0) Noninterest expense 487.0 490.0 (0.6) Income (loss) before income taxes 14.2 112.8 (87.4) Income tax provision (benefit) (8.7) 30.1 (128.9) Net income (loss) $22.9 $82.7 (72.3) % Net income (loss) per share: diluted $0.27 $0.99 (72.7) % Dollars in millions, except per share amounts 12

Net Interest Margin 4.00% 3.59% 3.75% 3.50% 3.32% 3.25% 3.00% 2.75% Q4-07 Q1-08 Q2-08 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 BXS SNL Bank Peer Data from SNL Financial as of 1/11/2011 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. 13

Balanced Loan Portfolio NPL as a Percent of Outstanding NPL 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% % of Loans Outstanding Consumer Mortgages & Home Equity 11% 28% 14% Commercial — Non-Owner Occupied & Multi-Family 16% 12% 19% Construction, Acquisition & Development Commercial & Industrial — Non-Real Estate Commercial & Industrial — Owner Occupied Agricultural, Credit Cards, & All Other As of December 31, 2010 Dollars in millions 14

Real Estate Construction, Acquisition and Development 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% Outstanding $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 December 31, 2010 Dollars in millions 15

Residential Acquisition and Development As of December 31, 2010 $700 “The Residential A&D portfolio has $606 $601 declined by 25% over the last year.” $600 $570 $523 $500 $456 $400 $300 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Dollars in millions “Other” includes lines of business not managed by a geographic region. 16

YTD Net Charge-Offs Greater Memphis AL / FL MO Other Total Consumer Mortgages $3.3 $4.5 $3.8 $12.6 $24.2 Home Equity 0.8 2.2 0.1 2.0 5.0 Non-Owner Occupied & Multi-Family 3.7 2.6 0.4 6.5 13.2 Construction, Acquisition and Development 52.4 26.5 12.4 20.2 111.5 Commercial & Industrial - Non-Real Estate 3.0 1.4 2.5 3.6 10.5 Commercial & Industrial — Owner Occupied 2.1 1.6 0.1 5.0 8.8 Agricultural 0.8 0.0 0.0 0.4 1.2 Credit Cards 0.0 0.0 0.0 3.7 3.7 All Other 1.3 0.2 0.0 3.4 4.9 Total Net Charge-Offs $67.3 $39.0 $19.5 $57.4 $183.1 Greater Memphis AL / FL MO Other Total Multi-Family Construction $0.1 $3.1 $1.3 $0.0 $4.5 1-4 Family Construction 1.2 2.1 2.2 2.6 8.1 Recreation and All Other Loans 0.2 0.1 0.0 0.3 0.6 Commercial Construction 1.2 0.3 5.7 0.8 8.0 Commercial Acquisition and Development 7.3 0.0 0.0 4.3 11.6 Residential Acquisition and Development 42.5 20.8 3.1 12.2 78.7 Construction A & D Net Charge-Offs $52.4 $26.5 $12.4 $20.2 $111.5 As of December 31, 2010 Dollars in millions “Other” includes all other geographic regions and lines of business not managed by a geographic region. 17

Impairment Analysis — Total Loans Greater Memphis AL / FL MO Other Total Unpaid principal balance of impaired loans $90.0 $77.7 $47.9 $129.8 $345.4 Cumulative charge-offs on impaired loans 26.5 21.0 4.9 19.6 72.0 Outstanding principal balance of impaired loans 63.5 56.7 43.0 110.2 273.4 Other non-accrual loans and leases not impaired 4.3 0.7 25.3 43.8 74.1 Total non-accrual loans and leases 67.8 57.4 68.3 154.0 347.5 Allowance for impaired loans and leases 6.5 11.1 8.3 14.8 40.7 Nonaccrual loans and leases, net of specific reserves $61.3 $46.3 $60.0 $139.2 $306.8 Non-performing loans and leases 68.5 65.8 80.8 179.3 394.4 Performing loans and leases 599.9 689.7 550.7 7,098.4 8,938.7 Total loans and leases $668.4 $755.5 $631.5 $7,277.7 $9,333.1 As of December 31, 2010 Dollars in millions “Other” includes all other geographic regions and lines of business not managed by a geographic region. 18

Other Real Estate Owned Non-Owner Occupied Construction, 17% A & D Consumer Mortgages 53% 21% Other 9% Other 25% Greater MO Memphis 8% 50% AL — FL 17% As of December 31, 2010 19

Peer Group Comparison

Non-Performing Loans / Loans (NPLs include non-accruing loans, restructured loans, and loans 90+ days past due) 5.52% 6.00% 5.44% 5.43% 5.28% 4.85% 5.00% 4.00% 4.30% 4.23% 3.00% 3.13% 2.00% 2.43% 1.91% 1.00% 1.14% 0.00% 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 12/31/10 BXS SNL Bank Peer Data from SNL Financial as of 1/11/2011 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% 4.23% 4.30% 4.27% 4.08% 4.00% 3.41% 3.88% 3.62% 3.00% 2.76% 2.00% 2.23% 1.87% 1.00% 1.31% 0.00% 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 12/31/10 BXS SNL Bank Peer Data from SNL Financial as of 1/11/2011 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% 3.30% 3.21% 3.18% 2.98% 2.73% 3.00% 2.00% 2.19% 2.08% 2.10% 1.00% 1.27% 1.26% 0.68% 0.00% Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 BXS SNL Bank Peer Data from SNL Financial as of 1/11/2011 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

Tangible Common Equity / Tangible Assets 9.00% 7.64% 7.63% 7.53% 7.52% 8.00% 7.29% 7.23% 7.15% 7.11% 7.00% 7.00% 6.00% 6.34% 6.15% 5.71% 5.81% 5.00% 5.45% 4.54% 4.00% 3.55% 3.67% 3.00% 12/31/08 3/31/09 6/30/09 9/30/09 12/31/09 3/31/10 6/30/10 9/30/10 12/31/10 BXS SNL Bank Peer Data from SNL Financial as of 1/11/2011 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

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 . 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 non-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)	12/31/2008			3/31/2009			6/30/2009			9/30/2009			12/31/2009			3/31/2010			6/30/2010			9/30/2010			12/31/2010
Shareholders’ Equity —> A	$	1,240,260		$	1,255,659		$	1,274,947		$	1,286,219		$	1,276,295		$	1,264,883		$	1,240,259		$	1,235,704		$	1,222,244
Assets —> B		13,480,218			13,458,364			13,297,819			13,271,873			13,167,867			13,230,189			13,421,003			13,583,015			13,615,009
Intangibles —> C		297,131			295,867			295,639			294,444			293,629			292,614			291,631			290,670			289,720
Tangible Equity —> D=A-C		943,129			959,792			979,308			991,775			982,666			972,269			948,628			945,034			932,523
Tangible Assets —> E=B-C		13,183,087			13,162,497			13,002,180			12,977,429			12,874,237			12,937,575			13,129,373			13,292,345			13,325,289
Total Equity / Total Assets (%) — > F=A/B		9.20	%		9.33	%		9.59	%		9.69	%		9.69	%		9.56	%		9.24	%		9.10	%		8.98	%
Tangible Equity / Tangible Assets (%) — > G=D/E		7.15	%		7.29	%		7.53	%		7.64	%		7.63	%		7.52	%		7.23	%		7.11	%		7.00	%
Tangible Common Equity / Tangible Assets (%) — > G=D/E		7.15	%		7.29	%		7.53	%		7.64	%		7.63	%		7.52	%		7.23	%		7.11	%		7.00	%

(Dollars in Thousands)	Q4-08		Q1-09		Q2-09		Q3-09		Q4-09		Q1-10		Q2-10		Q3-10		Q4-10
Net Interest Income Before Provision —> A	$	111,321	$	109,876	$	110,940	$	111,736	$	112,347	$	111,882	$	109,329	$	109,678	$	110,254
Noninterest Income —> B		39,449		66,292		79,739		59,550		63,364		63,332		57,086		69,751		73,974
Noninterest Expense —> C		111,091		118,453		123,266		119,747		122,221		120,483		120,016		123,087		123,446
Pre-Tax Pre-Provision Earnings —> D=A+B-C		39,678		57,715		67,413		51,539		53,491		54,731		46,399		56,342		60,782