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): October 25, 2011 (October 24, 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):

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

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

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

¨ 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 October 24, 2011 BancorpSouth, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2011. 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.

The Company will conduct a conference call at 10:00 a.m. (Central Time) on October 25, 2011 to discuss its financial results for the third quarter ended September 30, 2011. A copy of the presentation to be used for the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit 99.1	Press release issued on October 24, 2011 by BancorpSouth, Inc.
Exhibit 99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on October 25, 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: October 25, 2011

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued on October 24, 2011 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on October 25, 2011

EX-99.1

EXHIBIT 99.1

News Release

Contact:
William L. Prater	Will Fisackerly
Treasurer and	First Vice President and
Chief Financial Officer	Director of Investor Relations
662/680-2000	662/680-2475

BancorpSouth Announces Third Quarter 2011 Earnings of

$11.9 Million or $0.14 per Diluted Share

TUPELO, Miss., October 24, 2011/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended September 30, 2011. The Company reported net income of $11.9 million, or $0.14 per diluted share, for the third quarter of 2011 compared with $11.3 million, or $0.13 per diluted share, for the third quarter of 2010.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, remarked, “BancorpSouth’s earnings for the third quarter of 2011 benefited from a reduction in our provision for credit losses to $25.1 million for the quarter compared with $54.9 million for the third quarter of 2010 and $32.2 million for the second quarter of 2011. While this reduction reflected continued improvement in our credit quality, we remain focused on working through our problem credits and reducing our non-performing loans (“NPLs”).

“NPLs declined 4.5 percent or $17.0 million during the third quarter of 2011 to $362.8 million at September 30, 2011 compared with $379.8 million at June 30, 2011. This decline followed a 10.6 percent, or $45.2 million, sequential quarter decline during the second quarter of 2011. In addition, net charge-offs declined 30.0 percent, or $9.9 million, to $23.1 million for the third quarter of 2011 compared with the second quarter of 2011, which followed a 36.7 percent, or $19.1 million, sequential quarter decline for the second quarter of 2011. Gross nonaccrual loan formation increased to $60.8 million for the third quarter of 2011, following three consecutive sequential quarter declines in nonaccrual loan formation from $166.2 million for the third quarter of 2010 to $50.4 million for the second quarter of 2011. Total loans 30 – 89 days past due increased during the third quarter of 2011 to $54.1 million at September 30, 2011, following five consecutive sequential quarter declines from $142.8 million at March 31, 2010 to $47.9 million at June 30, 2011. Despite these increases in gross nonaccrual loan formation and loans 30 – 89 days past due, we believe that both remain at manageable levels.

“The $17.0 million decline in NPLs during the third quarter of 2011 consisted primarily of a $16.6 million decline in nonaccrual loans. Construction, acquisition and development (“CAD”) nonaccrual loans declined $28.9 million to $171.6 million at September 30, 2011 from June 30, 2011 and represented 54.6 percent of total nonaccrual loans at the end of the third quarter. This decline was partially offset by a $9.9 million increase in consumer mortgage nonaccrual loans during the third quarter. Total loans 90 days or more past due and still accruing increased $3.4

Box 789 • Tupelo, MS 38802-0789 • (662) 680-2000

BancorpSouth, Inc. is a financial holding company.

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million from June 30, 2011 to $7.4 million at September 30, 2011, and restructured loans and leases still accruing declined $3.8 million from June 30, 2011 to $41.0 million at September 30, 2011.

“As anticipated, other real estate owned rose during the third quarter of 2011, increasing 7.6 percent from the end of the second quarter of 2011. While foreclosures declined $9.1 million during the third quarter to $29.1 million, sales of foreclosed properties also declined $8.0 million to $13.1 million for the quarter ended September 30, 2011. Sales of other real estate owned were essentially on a break-even basis for the third quarter of 2011, consistent with the second quarter of 2011. Write-downs in the value of foreclosed properties increased to $4.4 million for the third quarter of 2011 from $2.3 million for the second quarter of 2011.

“Despite margin pressure attributable to a weak lending environment and historically low interest rates, our community banking operations again produced consistent, solid results. In addition, our noninterest revenue businesses remained resilient, with double-digit growth in mortgage lending revenue, excluding mortgage servicing rights (“MSR”) adjustment, due in part to the hiring of additional mortgage origination staff. Additionally, our insurance business generated further organic growth compared with the third quarter of 2010. We also continued to manage noninterest expenses well despite a one-time expense of $3.1 million related to the closure of 22 branches during the third quarter.

“Our primary focus is to continue improving credit quality. At the end of the third quarter, 89.0 percent of our nonaccrual loans were determined to be collaterally dependent, and after write-downs and specific reserves, the remaining book balance of these loans was 70.4 percent of the unpaid principal balance. At September 30, 2011, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 466 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 194 percent. In addition, 48.1 percent of nonaccrual loans were paying as agreed at September 30, 2011, compared with 46.6 percent at the end of the second quarter of 2011. We also further strengthened our capital during the third quarter, with our ratio of tangible equity to tangible assets increasing to 7.58 percent at September 30, 2011 from 7.11 percent at September 30, 2010 and 7.32 percent at June 30, 2011.”

Net Interest Revenue

Net interest revenue was $108.1 million for the third quarter of 2011, a decrease of 1.5 percent from $109.7 million for the third quarter of 2010 and 1.7 percent from $109.9 million for the second quarter of 2011. The fully taxable equivalent net interest margin was 3.66 percent for the third quarter of 2011 compared with 3.64 percent for the third quarter of 2010 and 3.71 percent for the second quarter of 2011.

Asset, Deposit and Loan Activity

Total assets were $13.2 billion at September 30, 2011 compared with $13.6 billion at September 30, 2010. Total deposits were $11.1 billion at September 30, 2011, a decrease of 1.2 percent

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from $11.2 billion at September 30, 2010. Loans and leases, net of unearned income, were $9.1 billion at September 30, 2011, a decrease of 4.8 percent from $9.5 billion at September 30, 2010.

The CAD loan portfolio, which decreased $359.1 million, or 26.9 percent, for the 12 months ended September 30, 2011, accounted for 78.2 percent of the decline in net loans and leases over the same period. Excluding the impact of the CAD loan portfolio, net loans and leases declined $99.9 million, or 1.2 percent, for the 12 months ended September 30, 2011.

Time deposits, which decreased $645.4 million, or 17.0 percent, for the 12 months ended September 30, 2011, were offset by significant growth in noninterest bearing demand deposits, which increased $230.9 million, or 11.7 percent, over the same time period. Savings and interest bearing demand deposits collectively increased $280.9 million, or 5.2%, for the 12 months ended September 30, 2011. Patterson added, “In an environment conducive to neither loan growth nor meaningful investment yields, the Company’s strategic focus continues to be to de-emphasize commoditized deposits and to increase multi-service household accounts.”

Provision for Credit Losses and Allowance for Credit Losses

For the third quarter of 2011, the provision for credit losses was $25.1 million, compared with $54.9 million for the third quarter of 2010 and $32.2 million for the second quarter of 2011. Annualized net charge-offs were 1.01 percent of average loans and leases for the third quarter of 2011, compared with 2.10 percent for the third quarter of 2010 and 1.42 percent for the second quarter of 2011.

NPLs were $362.8 million, or 4.01 percent of net loans and leases, at September 30, 2011 compared with $409.4 million, or 4.30 percent of net loans and leases, at September 30, 2010 and $379.8 million, or 4.12 percent of net loans and leases, at June 30, 2011. The allowance for credit losses was 2.21 percent of net loans and leases at September 30, 2011 compared with 2.16 percent at September 30, 2010 and 2.14 percent at June 30, 2011.

Total NPLs at September 30, 2011 consisted primarily of $314.5 million of nonaccrual loans, compared with $331.1 million at June 30, 2011. NPLs at September 30, 2011 also included $7.4 million of loans 90 days or more past due and still accruing, compared with $4.0 million at June 30, 2011, and restructured loans still accruing of $41.0 million at September 30, 2011, compared with $44.8 million at June 30, 2011. Loans and leases 30 to 89 days past due were $54.1 million at September 30, 2011 compared with $47.9 million at June 30, 2011.

At September 30, 2011, $111.4 million of NPLs were residential CAD loans, $62.6 million were other CAD loans, $66.3 million were commercial real estate mortgage loans and $50.3 million were consumer mortgages. NPLs from all other loan types totaled $72.2 million at September 30, 2011. Included in nonaccrual loans reported at September 30, 2011 were $151.3 million of loans, or 48.1 percent of total nonaccrual loans, that were paying as agreed. These loans were generally placed on nonaccrual status because the collateral values were less than the outstanding balances, and because of uncertainty as to whether the borrowers possessed adequate liquidity or

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will be able to generate sufficient cash flow to satisfy the debt given the short-fall in collateral values. Such loans are generally deemed to be impaired, with a specific reserve established for the difference in the balance owed and the collateral values.

Noninterest Revenue

Noninterest revenue was $62.1 million for the third quarter of 2011, compared with $69.8 million for the third quarter of 2010 and $75.1 million for the second quarter of 2011. These results include negative MSR value adjustments of $11.7 million, $4.6 million and $3.8 million, respectively, as well as net securities gains of $2.0 million, $2.3 million and $10.0 million, respectively.

Excluding the MSR value adjustments, net mortgage lending revenue was $10.2 million for the third quarter of 2011, compared with $13.5 million for the third quarter of 2010 and $5.8 million for the second quarter of 2011. Mortgage origination volume for the third quarter of 2011 was $374.8 million, compared with $490.3 million for the third quarter of 2010 and $245.3 million for the second quarter of 2011.

Credit and debit card fees increased $3.4 million, or 35.7 percent, for the third quarter of 2011 from the third quarter of 2010 and $1.7 million, or 15.3 percent, from the second quarter of 2011. Service charges decreased $1.3 million, or 6.9 percent, for the comparable quarters and increased $0.8 million, or 4.7 percent, sequentially. Insurance commissions rose $1.2 million, or 5.7 percent, for the comparable quarters and declined $0.9 million, or 4.0 percent, sequentially.

Noninterest Expense

Noninterest expense for the third quarter of 2011 was $130.7 million, compared with $123.1 million for the third quarter of 2010 and $137.1 million for the second quarter of 2011. Results for the second quarter of 2011 included prepayment expenses of $9.8 million related to the early repayment of FHLB advances.

Noninterest expense for the third quarter of 2011 reflected a one-time expense of $3.1 million related to the closure of 22 branch offices during the quarter under the Company’s branch optimization project. In addition, foreclosed property expense increased to $6.1 million for the third quarter of 2011 from $4.9 million for the third quarter of 2010 and $3.8 million for the second quarter of 2011, while deposit insurance assessments decreased to $3.8 million for the third quarter of 2011 from $4.8 million for the third quarter of 2010 and $6.4 million for the second quarter of 2011.

Capital Management

BancorpSouth remains a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 11.36 percent at September 30, 2011 and total risk based capital of 12.62 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, to be classified as “well capitalized.” The Company’s equity capitalization is 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets increased

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to 9.60 percent at September 30, 2011, compared with 9.10 percent at September 30, 2010 and 9.33 percent at June 30, 2011. The ratio of tangible shareholders’ equity to tangible assets increased to 7.58 percent at September 30, 2011, compared with 7.11 percent at September 30, 2010 and 7.32 percent at June 30, 2011.

Summary

Patterson concluded, “Our third quarter results indicate that our credit issues remain manageable. In addition to our continuing focus on improving credit quality, we remain committed to maintaining a strong capital base and ample liquidity. We remain appropriately cautious about the near-term impact of the economic environment on our operating results. However, our banking and noninterest revenue operations have continued to produce solid, stable financial results in the aggregate throughout the recessionary economic environment. We continue to provide our customers with outstanding customer service and a comprehensive range of financial products and services, strengthening existing relationships and consistently building new ones. We continue to enhance the skills and experience of our employees, while maintaining control of noninterest expenses. Through a multitude of steady, disciplined, day-to-day efforts by people throughout our organization, we believe we are enhancing our prospects for both stronger financial results in a more robust economic environment and increased shareholder value.”

Conference Call

BancorpSouth will conduct a conference call to discuss its third quarter 2011 results tomorrow, October 25, 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 ability to manage the levels of gross nonaccrual loan formation and loans 30 – 89 days past due, our ability to improve credit quality, our ability to enhance prospects for stronger financial results and increased shareholder value, 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, the availability of capital on favorable terms if and when needed, liquidity risk, the credit risk associated with real estate construction, acquisition and development loans,

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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, the susceptibility of the Company’s business to local economic conditions, the impact of recent legislation and regulations on service charges for core deposit accounts, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, 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 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 failure of certain third part vendors to perform, 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 $13.2 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 290 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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BancorpSouth, Inc.

Selected Financial Data

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except per share amounts)	2011			2010			2011			2010
Earnings Summary:
Net interest revenue	$	108,075		$	109,678		$	327,424		$	330,889
Provision for credit losses		25,112			54,850			110,831			160,723
Noninterest revenue		62,055			69,752			205,510			190,170
Noninterest expense		130,698			123,087			397,777			363,586
Income (loss) before income taxes		14,320			1,493			24,326			(3,250	)
Income tax provision (benefit)		2,386			(9,767	)		60			(10,346	)
Net income (loss)	$	11,934		$	11,260		$	24,266		$	7,096
Earning (loss) per share: Basic	$	0.14		$	0.13		$	0.29		$	0.09
Diluted	$	0.14		$	0.13		$	0.29		$	0.08
Balance sheet data at September 30:
Total assets							$	13,198,518		$	13,583,016
Total earning assets								11,976,397			12,450,699
Loans and leases, net of unearned income								9,055,905			9,514,929
Allowance for credit losses								199,686			205,081
Total deposits								11,063,233			11,196,864
Common shareholders’ equity								1,266,753			1,235,705
Book value per share								15.17			14.80
Average balance sheet data:
Total assets	$	13,174,655		$	13,304,882		$	13,358,657		$	13,219,171
Total earning assets		12,039,067			12,266,426			12,219,226			12,127,291
Loans and leases, net of unearned interest		9,138,414			9,601,142			9,228,583			9,689,886
Total deposits		11,141,372			11,177,626			11,330,322			11,044,948
Common shareholders’ equity		1,251,815			1,229,146			1,231,286			1,246,647
Non-performing assets at September 30:
Non-accrual loans and leases							$	314,479		$	347,181
Loans and leases 90+ days past due, still accruing								7,354			9,910
Restructured loans and leases, still accruing								40,966			52,325
Other real estate owned								162,686			82,647
Total non-performing assets								525,485			492,063
Net charge-offs as a percentage of average loans (annualized)		1.01	%		2.10	%		1.56	%		1.81	%
Performance ratios (annualized):
Return on average assets		0.36	%		0.34	%		0.24	%		0.07	%
Return on common equity		3.78	%		3.63	%		2.63	%		0.76	%
Total shareholders’ equity to total assets		9.60	%		9.10	%		9.60	%		9.10	%
Tangible shareholders' equity to tangible assets		7.58	%		7.11	%		7.58	%		7.11	%
Net interest margin		3.66	%		3.64	%		3.69	%		3.74	%
Average shares outstanding—basic		83,488,963			83,432,535			83,485,694			83,421,821
Average shares outstanding—diluted		83,489,134			83,473,138			83,511,808			83,529,579
Cash dividends per share	$	0.01		$	0.22		$	0.13		$	0.66
Tier I capital		11.36	%		10.56	%		11.36	%		10.56	%
Total capital		12.62	%		11.82	%		12.62	%		11.82	%
Tier I leverage capital		8.66	%		8.26	%		8.66	%		8.26	%

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BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Sep-11		Jun-11		Mar-11			Dec-10			Sep-10
	(Dollars in thousands)
Assets
Cash and due from banks	$	161,876	$	166,761	$	146,989		$	99,916		$	128,160
Interest bearing deposits with other banks		338,250		304,344		102,312			172,170			211,189
Held-to-maturity securities, at amortized cost		—		—		1,667,203			1,613,019			1,357,888
Available-for-sale securities, at fair value		2,481,555		2,560,824		1,145,463			1,096,062			915,877
Federal funds sold and securities purchased under agreement to resell		—		—		150,000			150,000			325,000
Loans and leases		9,096,928		9,255,879		9,255,609			9,376,351			9,556,962
Less: Unearned income		41,023		41,326		41,773			43,244			42,033
Allowance for credit losses		199,686		197,627		198,333			196,913			205,081
Net loans and leases		8,856,219		9,016,926		9,015,503			9,136,194			9,309,848
Loans held for sale		100,687		70,519		56,876			93,697			125,815
Premises and equipment, net		323,285		328,075		329,862			332,890			335,618
Accrued interest receivable		53,338		55,525		61,105			61,025			63,797
Goodwill		271,297		271,297		271,297			270,097			270,097
Bank owned life insurance		197,945		197,028		194,988			194,064			192,459
Other real estate owned		162,686		151,204		136,412			133,412			82,647
Other assets		251,380		244,547		269,228			262,464			264,621
Total Assets	$	13,198,518	$	13,367,050	$	13,547,238		$	13,615,010		$	13,583,016
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,198,535	$	2,096,655	$	2,027,990		$	2,060,145		$	1,967,635
Interest bearing		4,736,858		4,939,553		5,023,073			4,931,518			4,623,103
Savings		968,277		944,993		932,574			863,034			801,153
Other time		3,159,563		3,327,262		3,480,477			3,635,324			3,804,973
Total deposits		11,063,233		11,308,463		11,464,114			11,490,021			11,196,864
Federal funds purchased and securities sold under agreement to repurchase		449,501		426,097		421,782			440,593			501,175
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		1,500		703		2,715			2,727			152,738
Accrued interest payable		10,017		11,348		13,238			14,336			16,574
Junior subordinated debt securities		160,312		160,312		160,312			160,312			160,312
Long-term Federal Home Loan Bank borrowings		33,500		35,000		110,000			110,000			110,000
Other liabilities		213,702		178,424		164,016			174,777			209,648
Total Liabilities		11,931,765		12,120,347		12,336,177			12,392,766			12,347,311
Shareholders’ Equity
Common stock		208,722		208,722		208,704			208,704			208,704
Capital surplus		227,006		226,362		225,597			224,976			224,170
Accumulated other comprehensive income (loss)		14,595		6,289		(16,579	)		(14,453	)		(2,705	)
Retained earnings		816,430		805,330		793,339			803,017			805,536
Total Shareholders’ Equity		1,266,753		1,246,703		1,211,061			1,222,244			1,235,705
Total Liabilities & Shareholders’ Equity	$	13,198,518	$	13,367,050	$	13,547,238		$	13,615,010		$	13,583,016

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BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Sep-11		Jun-11			Mar-11			Dec-10			Sep-10
	(Dollars in thousands)
Assets
Cash and due from banks	$	148,409	$	151,194		$	156,329		$	176,979		$	202,147
Interest bearing deposits with other banks		309,146		187,901			167,271			282,396			75,943
Held-to-maturity securities, at amortized cost		—		1,097,562			1,653,284			1,436,222			1,223,676
Available-for-sale securities, at fair value		2,529,482		1,609,720			1,085,131			996,006			917,677
Federal funds sold and securities purchased under agreement to resell		—		38,736			150,000			209,511			282,228
Loans and leases		9,179,730		9,291,434			9,342,939			9,461,161			9,645,252
Less: Unearned income		41,316		42,307			42,954			42,474			44,110
Allowance for credit losses		205,209		212,968			218,107			215,278			227,201
Net loans and leases		8,933,205		9,036,159			9,081,878			9,203,409			9,373,941
Loans held for sale		62,025		44,704			39,098			91,262			81,004
Premises and equipment, net		326,800		328,829			330,920			333,516			336,038
Accrued interest receivable		53,122		54,570			58,450			58,591			61,753
Goodwill		271,297		271,297			270,510			270,097			270,097
Bank owned life insurance		14,642		14,189			13,217			9,836			12,394
Other real estate owned		152,052		138,827			129,781			98,944			76,314
Other assets		374,475		391,872			403,894			392,269			391,670
Total Assets	$	13,174,655	$	13,365,560		$	13,539,763		$	13,559,038		$	13,304,882
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,147,707	$	2,018,197		$	1,893,720		$	1,975,318		$	1,911,125
Interest bearing		4,789,462		4,977,764			5,153,063			4,740,734			4,651,166
Savings		957,871		941,169			897,312			831,805			786,267
Other time		3,246,332		3,418,741			3,553,543			3,745,046			3,829,068
Total deposits		11,141,372		11,355,871			11,497,638			11,292,903			11,177,626
Federal funds purchased and securities sold under agreement to repurchase		457,640		423,949			430,930			475,760			476,853
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		486		1,641			2,719			147,839			6,426
Accrued interest payable		12,108		13,558			14,873			16,811			18,239
Junior subordinated debt securities		160,312		160,312			160,312			160,312			160,312
Long-term Federal Home Loan Bank borrowings		34,984		89,395			110,000			110,000			110,734
Other liabilities		115,938		98,553			103,892			129,899			125,546
Total Liabilities		11,922,840		12,143,279			12,320,364			12,333,524			12,075,736
Shareholders’ Equity
Common stock		208,722		208,715			208,704			208,704			208,704
Capital surplus		226,582		225,912			225,162			224,357			224,168
Accumulated other comprehensive income (loss)		6,379		(10,040	)		(14,346	)		(3,331	)		(4,983	)
Retained earnings		810,132		797,694			799,879			795,784			801,257
Total Shareholders’ Equity		1,251,815		1,222,281			1,219,399			1,225,514			1,229,146
Total Liabilities & Shareholders’ Equity	$	13,174,655	$	13,365,560		$	13,539,763		$	13,559,038		$	13,304,882

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BXS Announces Third Quarter Results

Page 10

October 24, 2011

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended														Year To Date
	Sep-11			Jun-11		Mar-11			Dec-10			Sep-10			Sep-11		Sep-10
INTEREST REVENUE:
Loans and leases	$	114,260		$	116,892	$	117,358		$	121,672		$	123,533		$	348,510	$	375,110
Deposits with other banks		203			124		122			222			79			449		133
Federal funds sold and securities purchased under agreement to resell		—			35		131			168			213			166		438
Held-to-maturity securities:
Taxable		—			5,066		8,014			8,490			9,010			13,080		27,788
Tax-exempt		—			2,291		3,347			2,952			2,584			5,638		7,457
Available-for-sale securities:
Taxable		13,172			10,451		8,585			7,836			7,782			32,208		24,197
Tax-exempt		4,130			1,871		824			815			795			6,825		2,460
Loans held for sale		632			505		447			902			889			1,584		2,122
Total interest revenue		132,397			137,235		138,828			143,057			144,885			408,460		439,705
INTEREST EXPENSE:
Interest bearing demand		5,324			6,039		6,546			7,462			8,582			17,909		27,725
Savings		828			810		826			891			881			2,464		2,685
Other time		14,837			16,285		17,483			19,827			21,108			48,605		64,172
Federal funds purchased and securities sold under agreement to repurchase		95			135		152			189			209			382		652
FHLB borrowings		375			1,194		1,523			1,569			1,543			3,092		4,976
Junior subordinated debt		2,861			2,860		2,859			2,864			2,880			8,580		8,597
Other		2			—		2			2			4			4		9
Total interest expense		24,322			27,323		29,391			32,804			35,207			81,036		108,816
Net interest revenue		108,075			109,912		109,437			110,253			109,678			327,424		330,889
Provision for credit losses		25,112			32,240		53,479			43,293			54,850			110,831		160,723
Net interest revenue, after provision for credit losses		82,963			77,672		55,958			66,960			54,828			216,593		170,166
NONINTEREST REVENUE:
Mortgage lending		(1,443	)		2,003		7,581			18,126			8,898			8,141		11,619
Credit card, debit card and merchant fees		12,981			11,263		10,346			9,951			9,569			34,590		27,712
Service charges		17,334			16,556		15,368			16,854			18,621			49,258		53,836
Trust income		2,854			2,850		3,134			3,072			2,783			8,838		8,077
Security gains (losses), net		2,047			10,045		17			(470	)		2,327			12,109		3,039
Insurance commissions		22,012			22,941		22,549			18,013			20,825			67,502		64,159
Other		6,270			9,486		9,316			8,428			6,729			25,072		21,728
Total noninterest revenue		62,055			75,144		68,311			73,974			69,752			205,510		190,170
NONINTEREST EXPENSE:
Salaries and employee benefits		71,851			70,142		70,375			65,980			68,232			212,368		205,708
Occupancy, net of rental income		11,144			10,232		10,671			10,668			11,038			32,047		32,340
Equipment		5,346			5,595		5,658			5,459			5,523			16,599		17,139
Deposit insurance assessments		3,781			6,436		5,425			5,895			4,752			15,642		13,364
Prepayment penalty on FHLB borrowings		—			9,778		—			—			—			9,778		—
Other		38,576			34,886		37,881			35,445			33,542			111,343		95,035
Total noninterest expenses		130,698			137,069		130,010			123,447			123,087			397,777		363,586
Income (loss) before income taxes		14,320			15,747		(5,741	)		17,487			1,493			24,326		(3,250	)
Income tax expense (benefit)		2,386			2,921		(5,247	)		1,641			(9,767	)		60		(10,346	)
Net income (loss)	$	11,934		$	12,826	($	494	)	$	15,846		$	11,260		$	24,266	$	7,096
Net income (loss) per share: Basic	$	0.14		$	0.15	($	0.01	)	$	0.19		$	0.13		$	0.29	$	0.09
Diluted	$	0.14		$	0.15	($	0.01	)	$	0.19		$	0.13		$	0.29	$	0.08

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BXS Announces Third Quarter Results

Page 11

October 24, 2011

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-11			Jun-11			Mar-11			Dec-10			Sep-10
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,503,391		$	1,526,686		$	1,484,223		$	1,491,183		$	1,438,415
Real estate
Consumer mortgages		1,966,124			1,971,499			1,958,367			1,951,563			1,972,483
Home equity		523,030			531,787			531,406			543,272			552,095
Agricultural		249,715			255,310			250,393			252,292			262,083
Commercial and industrial-owner occupied		1,329,644			1,366,734			1,316,824			1,331,473			1,375,466
Construction, acquisition and development		976,694			1,060,675			1,117,335			1,174,743			1,335,836
Commercial		1,772,003			1,764,648			1,831,226			1,816,951			1,810,626
Credit cards		103,232			101,955			100,732			106,345			102,672
All other		632,072			635,259			623,330			665,285			665,253
Total loans	$	9,055,905		$	9,214,553		$	9,213,836		$	9,333,107		$	9,514,929
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	197,627		$	198,333		$	196,913		$	205,081		$	200,744
Loans and leases charged off:
Commercial and industrial		(1,295	)		(5,556	)		(8,809	)		(1,782	)		(2,822	)
Real estate
Consumer mortgages		(2,344	)		(1,629	)		(3,260	)		(5,291	)		(3,398	)
Home equity		(1,712	)		(1,391	)		(1,082	)		(1,138	)		(1,792	)
Agricultural		(2,345	)		(373	)		(592	)		(487	)		(33	)
Commercial and industrial-owner occupied		(4,222	)		(3,228	)		(1,716	)		(1,659	)		(1,231	)
Construction, acquisition and development		(7,697	)		(16,783	)		(32,343	)		(34,989	)		(38,517	)
Commercial		(4,467	)		(1,597	)		(4,514	)		(6,327	)		(2,887	)
Credit cards		(760	)		(725	)		(881	)		(990	)		(1,046	)
All other		(770	)		(4,971	)		(553	)		(2,093	)		(798	)
Total loans charged off		(25,612	)		(36,253	)		(53,750	)		(54,756	)		(52,524	)
Recoveries:
Commercial and industrial		348			589			184			707			318
Real estate
Consumer mortgages		485			220			143			423			143
Home equity		51			46			45			60			23
Agricultural		—			45			2			4			8
Commercial and industrial-owner occupied		99			21			173			195			154
Construction, acquisition and development		923			1,493			564			776			663
Commercial		300			392			13			707			98
Credit cards		141			239			255			143			317
All other		212			262			312			280			287
Total recoveries		2,559			3,307			1,691			3,295			2,011
Net charge-offs		(23,053	)		(32,946	)		(52,059	)		(51,461	)		(50,513	)
Provision charged to operating expense		25,112			32,240			53,479			43,293			54,850
Balance, end of period	$	199,686		$	197,627		$	198,333		$	196,913		$	205,081
Average loans for period	$	9,138,414		$	9,249,127		$	9,300,029		$	9,418,687		$	9,601,142
Ratios:
Net charge-offs to average loans (annualized)		1.01	%		1.42	%		2.24	%		2.19	%		2.10	%

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BXS Announces Third Quarter Results

Page 12

October 24, 2011

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-11			Jun-11			Mar-11			Dec-10			Sep-10
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	11,122		$	9,337		$	14,655		$	13,075		$	12,339
Real estate
Consumer mortgages		44,100			34,174			36,025			34,021			25,561
Home equity		2,634			1,232			1,543			811			1,361
Agricultural		6,254			8,526			7,597			7,589			4,986
Commercial and industrial-owner occupied		26,977			26,387			24,638			20,338			15,004
Construction, acquisition and development		171,566			200,434			224,847			211,547			231,987
Commercial		49,500			48,571			58,945			57,766			51,590
Credit cards		551			546			617			720			724
All other		1,775			1,869			1,859			1,632			3,629
Total nonaccrual loans and leases		314,479			331,076			370,726			347,499			347,181
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial		1,846			118			501			675			1,571
Real estate
Consumer mortgages		4,136			2,482			3,152			6,521			6,241
Home equity		134			242			139			173			146
Agricultural		131			—			7			123			330
Commercial and industrial-owner occupied		42			—			255			20			192
Construction, acquisition and development		290			432			19			197			526
Commercial		106			19			7			—			115
Credit cards		257			299			240			330			396
All other		412			388			509			461			393
Total loans and leases 90+ days past due, still accruing		7,354			3,980			4,829			8,500			9,910
Restructured Loans and Leases, Still Accruing		40,966			44,786			49,472			38,376			52,325
Total non-performing loans and leases		362,799			379,842			425,027			394,375			409,416
OTHER REAL ESTATE OWNED:		162,686			151,204			136,412			133,412			82,647
Total Non-performing Assets	$	525,485		$	531,046		$	561,439		$	527,787		$	492,063
Additions to Nonaccrual Loans and Leases During the Quarter	$	60,799		$	50,427		$	111,241		$	131,140		$	166,171
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	9,759		$	7,903		$	8,407		$	13,654		$	10,581
Real estate
Consumer mortgages		20,144			18,621			17,136			19,147			22,490
Home equity		2,066			2,916			2,492			1,906			3,088
Agricultural		1,485			2,901			818			1,122			1,101
Commercial and industrial-owner occupied		7,348			2,786			4,369			10,183			16,385
Construction, acquisition and development		4,469			4,939			8,047			6,758			11,538
Commercial		5,136			4,091			7,090			3,823			4,657
Credit cards		851			785			969			1,023			799
All other		2,832			3,005			2,192			2,766			3,143
Total Loans and Leases 30-89 days past due, still accruing	$	54,090		$	47,947		$	51,520		$	60,382		$	73,782
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		1.10	%		1.39	%		2.30	%		1.84	%		2.29	%
Allowance for credit losses to net loans and leases		2.21	%		2.14	%		2.15	%		2.11	%		2.16	%
Allowance for credit losses to non-performing assets		38.00	%		37.21	%		35.33	%		37.31	%		41.68	%
Allowance for credit losses to non-performing loans and leases		55.04	%		52.03	%		46.66	%		49.93	%		50.09	%
Non-performing loans and leases to net loans and leases		4.01	%		4.12	%		4.61	%		4.23	%		4.30	%
Non-performing assets to net loans and leases		5.80	%		5.76	%		6.09	%		5.65	%		5.17	%

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BXS Announces Third Quarter Results

Page 13

October 24, 2011

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-11			Jun-11			Mar-11			Dec-10			Sep -10
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	10,349		$	19,116		$	21,051		$	27,992		$	28,540
One-to-four family construction		181,445			198,809			212,435			218,554			239,455
Recreation and all other loans		61,084			66,366			63,686			48,375			45,085
Commercial construction		140,570			160,834			155,402			173,557			239,099
Commercial acquisition and development		206,516			222,460			244,950			250,658			260,787
Residential acquisition and development		376,730			393,090			419,811			455,607			522,870
Total outstanding balance	$	976,694		$	1,060,675		$	1,117,335		$	1,174,743		$	1,335,836
Nonaccrual CAD Loans
Multi-family construction	$	—		$	9,174		$	8,352		$	12,517		$	10,668
One-to-four family construction		17,937			24,537			33,570			23,794			27,476
Recreation and all other loans		712			774			708			481			1,020
Commercial construction		10,159			16,618			20,889			34,710			28,712
Commercial acquisition and development		31,862			37,207			47,200			29,658			34,438
Residential acquisition and development		110,896			112,124			114,128			110,387			129,673
Total nonaccrual CAD loans		171,566			200,434			224,847			211,547			231,987
CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction		—			—			—			—			—
One-to-four family construction		211			—			—			—			—
Recreation and all other loans		—			2			2			—			—
Commercial construction		—			—			—			195			—
Commercial acquisition and development		—			—			—			—			150
Residential acquisition and development		79			430			17			2			376
Total CAD loans 90+ days past due, still accruing		290			432			19			197			526
Restructured CAD Loans, Still Accruing
Multi-family construction		—			—			—			—			—
One-to-four family construction		321			1,697			113			63			417
Recreation and all other loans		24			24			—			—			—
Commercial construction		—			—			—			—			2,244
Commercial acquisition and development		1,415			1,415			834			604			1,735
Residential acquisition and development		410			2,274			3,408			1,495			7,290
Total restructured CAD loans, still accruing		2,170			5,410			4,355			2,162			11,686
Total Non-performing CAD loans	$	174,026		$	206,276		$	229,221		$	213,906		$	244,199
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			48.0	%		39.7	%		44.7	%		37.4	%
One-to-four family construction		10.2	%		13.2	%		15.9	%		10.9	%		11.6	%
Recreation and all other loans		1.2	%		1.2	%		1.1	%		1.0	%		2.3	%
Commercial construction		7.2	%		10.3	%		13.4	%		20.1	%		12.9	%
Commercial acquisition and development		16.1	%		17.4	%		19.6	%		12.1	%		13.9	%
Residential acquisition and development		29.6	%		29.2	%		28.0	%		24.6	%		26.3	%
Total CAD NPL as a        % of outstanding CAD balance		17.8	%		19.4	%		20.5	%		18.2	%		18.3	%

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BXS Announces Third Quarter Results

Page 14

October 24, 2011

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	September 30, 2011
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,448,253	$	2,657	$	44,873	$	1,049	$	558	$	6,001	$	1,503,391
Real estate
Consumer mortgages		1,781,174		11,819		137,284		5,057		83		30,707		1,966,124
Home equity		503,067		309		16,058		1,002		1,068		1,526		523,030
Agricultural		224,247		2,436		18,815		—		—		4,217		249,715
Commercial and industrial-owner occupied		1,206,806		17,006		82,588		865		—		22,379		1,329,644
Construction, acquisition and development		653,635		18,221		134,932		1,782		123		168,001		976,694
Commercial		1,537,944		26,151		162,076		—		—		45,832		1,772,003
Credit cards		102,873		11		158		190		—		—		103,232
All other		610,381		108		19,857		483		17		1,226		632,072
Total loans	$	8,068,380	$	78,718	$	616,641	$	10,428	$	1,849	$	279,889	$	9,055,905

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BXS Announces Third Quarter Results

Page 15

October 24, 2011

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	As of
	Sep-11			Jun-11			Mar-11			Dec-10			Sep-10
Unpaid principal balance of impaired loans	$	342,839		$	374,760		$	423,497		$	345,377		$	311,941
Cumulative charge-offs on impaired loans		62,950			71,103			84,676			71,972			69,783
Impaired nonaccrual loan and lease outstanding balance		279,889			303,657			338,821			273,405			242,158
Other non-accrual loans and leases not impaired		34,590			27,419			31,905			74,094			105,023
Total non-accrual loans and leases	$	314,479		$	331,076		$	370,726		$	347,499		$	347,181
Allowance for impaired loans		38,657			46,810			49,419			40,719			43,584
Nonaccrual loans and leases, net of specific reserves	$	275,822		$	284,266		$	321,307		$	306,780		$	303,597
Loans and leases 90+ days past due, still accruing		7,354			3,980			4,829			8,500			9,910
Restructured loans and leases, still accruing		40,966			44,786			49,472			38,376			52,325
Total non-performing loans and leases	$	362,799		$	379,842		$	425,027		$	394,375		$	409,416
Allowance for impaired loans	$	38,657		$	46,810		$	49,419		$	40,719		$	43,584
Allowance for all other loans and leases		161,029			150,817			148,914			156,194			161,497
Total allowance for credit losses	$	199,686		$	197,627		$	198,333		$	196,913		$	205,081
Outstanding balance of impaired loans	$	279,889		$	303,657		$	338,821		$	273,405		$	242,158
Allowance for impaired loans		38,657			46,810			49,419			40,719			43,584
Net book value of impaired loans	$	241,232		$	256,847		$	289,402		$	232,686		$	198,574
Net book value of impaired loans as a % of unpaid principal balance		70	%		69	%		68	%		67	%		64	%
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases		466	%		550	%		467	%		211	%		154	%
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases		194	%		198	%		173	%		129	%		97	%

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BXS Announces Third Quarter Results

Page 16

October 24, 2011

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	Alabama and Florida Panhandle		Arkansas		Mississippi		Missouri		Greater Memphis Area		Northeast Tennessee		Texas and Louisiana		Other		Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	57,232	$	217,374	$	316,622	$	56,125	$	24,346	$	87,484	$	271,249	$	472,959	$	1,503,391
Real estate
Consumer mortgages		112,812		276,618		771,982		60,469		86,473		162,699		421,824		73,247		1,966,124
Home equity		60,795		42,713		177,310		27,855		72,339		77,632		62,598		1,788		523,030
Agricultural		6,563		72,995		74,385		4,883		11,760		13,871		59,692		5,566		249,715
Commercial and industrial-owner occupied		118,204		169,721		461,948		69,369		108,567		98,464		243,305		60,066		1,329,644
Construction, acquisition and development		124,744		78,979		259,405		71,312		109,470		115,452		206,783		10,549		976,694
Commercial		198,358		349,499		354,536		233,105		121,314		107,041		361,443		46,707		1,772,003
Credit cards		—		—		—		—		—		—		—		103,232		103,232
All other		14,398		43,002		78,744		623		42,252		25,797		30,369		396,887		632,072
Total loans	$	693,106	$	1,250,901	$	2,494,932	$	523,741	$	576,521	$	688,440	$	1,657,263	$	1,171,001	$	9,055,905
CAD PORTFOLIO:
Multi-family construction	$	—	$	—	$	11	$	8,771	$	689	$	416	$	350	$	112	$	10,349
One-to-four family construction		31,513		13,118		45,489		9,853		11,128		33,145		35,240		1,959		181,445
Recreation and all other loans		1,397		10,127		28,676		566		2,812		959		15,887		660		61,084
Commercial construction		17,726		6,611		36,579		11,698		10,545		21,952		33,941		1,518		140,570
Commercial acquisition and development		11,844		19,711		56,667		15,847		33,689		24,410		42,117		2,231		206,516
Residential acquisition and development		62,264		29,412		91,983		24,577		50,607		34,570		79,248		4,069		376,730
Total CAD loans	$	124,744	$	78,979	$	259,405	$	71,312	$	109,470	$	115,452	$	206,783	$	10,549	$	976,694
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	2,724	$	1,971	$	798	$	1,859	$	489	$	316	$	3,197	$	2,878	$	14,232
Real estate
Consumer mortgages		5,378		4,396		10,138		4,610		2,903		8,129		5,982		8,798		50,334
Home equity		701		—		212		—		1,189		531		134		1		2,768
Agricultural		654		760		1,226		1,316		2,819		264		100		2		7,141
Commercial and industrial-owner occupied		4,127		8,975		6,575		3,714		4,842		3,256		1,342		1,403		34,234
Construction, acquisition and development		45,889		7,380		11,073		15,564		34,112		21,064		38,944		—		174,026
Commercial		5,607		2,672		15,535		22,534		10,910		5,354		3,054		650		66,316
Credit cards		—		—		—		—		—		—		—		3,403		3,403
All other		1,389		2,379		4,038		—		—		1,234		—		1,305		10,345
Total loans	$	66,469	$	28,533	$	49,595	$	49,597	$	57,264	$	40,148	$	52,753	$	18,440	$	362,799

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BXS Announces Third Quarter Results

Page 17

October 24, 2011

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	September 30, 2011
	Alabama and Florida Panhandle		Arkansas		Mississippi		Missouri		Greater Memphis Area		Northeast Tennessee		Texas and Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	439	$	17	$	—	$	—	$	946	$	—	$	—	$	—	$	1,402
Real estate
Consumer mortgages		5,368		475		3,533		—		5,259		2,090		821		1,976		19,522
Home equity		—		63		155		—		—		368		100		—		686
Agricultural		951		—		968		—		4,233		—		78		—		6,230
Commercial and industrial-owner occupied		1,093		109		2,216		77		3,225		525		378		—		7,623
Construction, acquisition and development		11,355		2,384		18,890		2,706		70,189		6,072		2,998		—		114,594
Commercial		2,939		1,631		1,266		451		2,601		848		234		—		9,970
All other		68		87		276		195		1,980		—		53		—		2,659
Total loans	$	22,213	$	4,766	$	27,304	$	3,429	$	88,433	$	9,903	$	4,662	$	1,976	$	162,686

	Quarter Ended
	Sep-11			Jun-11			Mar-11			Dec-10			Sep-10
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	151,204		$	136,412		$	133,412		$	82,647		$	67,560
Additions to foreclosed properties
New foreclosed property		29,063			38,199			21,464			62,683			30,008
Reductions in foreclosed properties
Sales		(13,136	)		(21,135	)		(13,528	)		(8,528	)		(12,356	)
Writedowns		(4,445	)		(2,272	)		(4,936	)		(3,390	)		(2,565	)
Balance, end of period	$	162,686		$	151,204		$	136,412		$	133,412		$	82,647
FORECLOSED PROPERTY EXPENSE
Loss on sale of other real estate owned	$	16		$	(140	)	$	492		$	807		$	1,501
Writedown of other real estate owned		4,445			2,272			4,936			3,390			2,565
Other foreclosed property expense		1,655			1,633			1,654			1,895			846
Total foreclosed property expense	$	6,116		$	3,765		$	7,082		$	6,092		$	4,912

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BXS Announces Third Quarter Results

Page 18

October 24, 2011

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-11			Jun-11		Mar-11		Dec-10			Sep-10
NONINTEREST REVENUE:
Mortgage lending	$	(1,443	)	$	2,003	$	7,581	$	18,126		$	8,898
Credit card, debit card and merchant fees		12,981			11,263		10,346		9,951			9,569
Service charges		17,334			16,556		15,368		16,854			18,621
Trust income		2,854			2,850		3,134		3,072			2,783
Securities gains (losses), net		2,047			10,045		17		(470	)		2,327
Insurance commissions		22,012			22,941		22,549		18,013			20,825
Annuity fees		552			1,094		1,296		458			537
Brokerage commissions and fees		1,627			1,437		1,638		1,436			1,340
Bank-owned life insurance		1,734			2,223		1,699		2,303			1,793
Other miscellaneous income		2,357			4,732		4,683		4,231			3,059
Total noninterest revenue	$	62,055		$	75,144	$	68,311	$	73,974		$	69,752
NONINTEREST EXPENSE:
Salaries and employee benefits	$	71,851		$	70,142	$	70,375	$	65,980		$	68,232
Occupancy, net of rental income		11,144			10,232		10,671		10,668			11,038
Equipment		5,346			5,595		5,658		5,459			5,523
Deposit insurance assessments		3,781			6,436		5,425		5,895			4,752
Prepayment penalty on FHLB borrowings		—			9,778		—		—			—
Advertising		1,140			1,291		889		1,760			1,742
Foreclosed property expense		6,116			3,765		7,082		6,092			4,912
Telecommunications		2,097			2,036		2,143		2,148			2,624
Public relations		1,415			1,554		1,514		1,361			1,423
Data processing		2,614			2,365		2,301		1,428			1,576
Computer software		1,863			1,899		1,848		1,937			1,793
Amortization of intangibles		823			833		854		950			961
Legal		1,586			1,095		2,586		1,872			1,727
Postage and shipping		1,182			1,171		1,297		1,269			1,237
Other miscellaneous expense		19,740			18,877		17,367		16,628			15,547
Total noninterest expense	$	130,698		$	137,069	$	130,010	$	123,447		$	123,087
INSURANCE COMMISSIONS:
Property and casualty commissions	$	16,226		$	16,527	$	13,683	$	13,304		$	15,795
Life and health commissions		4,359			4,301		4,477		3,627			3,717
Risk management income		703			596		713		617			812
Other		724			1,517		3,676		465			501
Total insurance commissions	$	22,012		$	22,941	$	22,549	$	18,013		$	20,825

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BXS Announces Third Quarter Results

Page 19

October 24, 2011

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Sep-11			Jun-11			Mar-11			Dec-10			Sep-10
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	39,455		$	42,306		$	38,642		$	26,901		$	29,363
Additions to mortgage servicing rights:
Originations of servicing assets		3,127			2,380			2,431			4,725			4,314
Changes in fair value:
Due to payoffs/paydowns		(1,745	)		(1,390	)		(1,300	)		(1,881	)		(2,164	)
Due to change in valuation inputs or assumptions used in the valuation model		(11,676	)		(3,839	)		2,540			8,895			(4,609	)
Other changes in fair value		(2	)		(2	)		(7	)		2			(3	)
Fair value, end of period	$	29,159		$	39,455		$	42,306		$	38,642		$	26,901
MORTGAGE LENDING REVENUE:
Production revenue:
Origination	$	8,688		$	4,066		$	3,224		$	7,942		$	12,735
Servicing		3,290			3,166			3,117			3,170			2,936
Payoffs/Paydowns		(1,745	)		(1,390	)		(1,300	)		(1,881	)		(2,164	)
Total production revenue		10,233			5,842			5,041			9,231			13,507
Market value adjustment		(11,676	)		(3,839	)		2,540			8,895			(4,609	)
Total mortgage lending revenue	$	(1,443	)	$	2,003		$	7,581		$	18,126		$	8,898
HELD-TO-MATURITY SECURITIES, at amortized cost
U.S. Government agencies	$	—		$	—		$	1,278,185		$	1,246,649		$	988,666
Obligations of states and political subdivisions		—			—			389,018			366,370			369,222
Total held-to-maturity securities	$	—		$	—		$	1,667,203		$	1,613,019		$	1,357,888
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,497,456		$	1,599,231		$	459,763		$	433,158		$	440,442
Government agency issued residential mortgage-back securities		420,689			430,402			529,302			503,229			320,471
Government agency issued commercial mortgage-back securities		34,475			31,627			30,938			29,994			25,982
Obligations of states and political subdivisions		519,431			486,653			111,380			110,165			108,958
Collateralized debt obligations		—			—			—			—			576
Other		9,504			12,911			14,080			19,516			19,448
Total available-for-sale securities	$	2,481,555		$	2,560,824		$	1,145,463		$	1,096,062		$	915,877

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BXS Announces Third Quarter Results

Page 20

October 24, 2011

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended September 30, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,200,439		$	115,605		4.99	%
Available-for-sale securities:
Taxable		2,123,772			13,283		2.48	%
Tax-exempt		405,710			6,354		6.21	%
Short-term investments		309,146			203		0.26	%
Total interest earning assets and revenue		12,039,067			135,445		4.46	%
Other assets		1,340,797
Less: allowance for credit losses		(205,209	)
Total	$	13,174,655
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand—interest bearing	$	4,789,462		$	5,323		0.44	%
Savings		957,871			828		0.34	%
Other time		3,246,332			14,837		1.81	%
Short-term borrowings		458,199			112		0.10	%
Junior subordinated debt		160,312			2,861		7.08	%
Long-term debt		34,984			361		4.09	%
Total interest bearing liabilities and expense		9,647,160			24,322		1.00	%
Demand deposits—noninterest bearing		2,147,707
Other liabilities		127,973
Total liabilities		11,922,840
Shareholders’ equity		1,251,815
Total	$	13,174,655
Net interest revenue				$	111,123
Net interest margin							3.66	%
Net interest rate spread							3.46	%
Interest bearing liabilities to interest earning assets							80.13	%
Net interest tax equivalent adjustment				$	3,048

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BXS Announces Third Quarter Results

Page 21

October 24, 2011

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended June 30, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,293,831		$	118,284		5.10	%
Held-to-maturity securities:
Taxable		887,767			5,143		2.32	%
Tax-exempt		209,795			3,523		6.74	%
Available-for-sale securities:
Taxable		1,432,822			10,485		2.94	%
Tax-exempt		176,898			2,879		6.53	%
Short-term investments		226,638			160		0.28	%
Total interest earning assets and revenue		12,227,751			140,474		4.61	%
Other assets		1,350,777
Less: allowance for credit losses		(212,968	)
Total	$	13,365,560
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand—interest bearing	$	4,977,764		$	6,040		0.49	%
Savings		941,169			810		0.35	%
Other time		3,418,741			16,284		1.91	%
Short-term borrowings		425,666			155		0.15	%
Junior subordinated debt		160,312			2,860		7.16	%
Long-term debt		89,395			1,174		5.27	%
Total interest bearing liabilities and expense		10,013,047			27,323		1.09	%
Demand deposits—noninterest bearing		2,018,197
Other liabilities		112,035
Total liabilities		12,143,279
Shareholders’ equity		1,222,281
Total	$	13,365,560
Net interest revenue				$	113,151
Net interest margin							3.71	%
Net interest rate spread							3.51	%
Interest bearing liabilities to interest earning assets							81.89	%
Net interest tax equivalent adjustment				$	3,239

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BXS Announces Third Quarter Results

Page 22

October 24, 2011

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended March 31, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,339,083		$	118,648		5.15	%
Held-to-maturity securities:
Taxable		1,322,668			8,124		2.49	%
Tax-exempt		330,616			5,150		6.32	%
Available-for-sale securities:
Taxable		1,014,404			8,585		3.43	%
Tax-exempt		70,727			1,267		7.27	%
Short-term investments		317,271			253		0.32	%
Total interest earning assets and revenue		12,394,769			142,026		4.65	%
Other assets		1,363,101
Less: allowance for credit losses		(218,107	)
Total	$	13,539,763
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand—interest bearing	$	5,153,063		$	6,546		0.52	%
Savings		897,312			826		0.37	%
Other time		3,553,543			17,483		2.00	%
Short-term borrowings		433,743			193		0.18	%
Junior subordinated debt		160,312			2,859		7.23	%
Long-term debt		110,000			1,484		5.47	%
Total interest bearing liabilities and expense		10,307,973			29,391		1.16	%
Demand deposits—noninterest bearing		1,893,720
Other liabilities		118,671
Total liabilities		12,320,364
Shareholders' equity		1,219,399
Total	$	13,539,763
Net interest revenue				$	112,635
Net interest margin							3.69	%
Net interest rate spread							3.49	%
Interest bearing liabilities to interest earning assets							83.16	%
Net interest tax equivalent adjustment				$	3,199

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BXS Announces Third Quarter Results

Page 23

October 24, 2011

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended December 31, 2010
(Taxable equivalent basis)	Average Balance			Interest		Yield/ 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 Third Quarter Results

Page 24

October 24, 2011

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended September 30, 2010
(Taxable equivalent basis)	Average Balance			Interest		Yield/ 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 Third Quarter Results

Page 25

October 24, 2011

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to

Total Assets and Total Shareholders’ Equity (a):

	September 30,						June 30,
	2011			2010			2011
Tangible assets
Total assets	$	13,198,518		$	13,583,016		$	13,367,050
Less:    Goodwill		271,297			270,097			271,297
Other identifiable intangible assets		17,426			20,573			18,249
Total tangible assets	$	12,909,795		$	13,292,346		$	13,077,504
Tangible shareholders’ equity
Total shareholders’ equity	$	1,266,753		$	1,235,705		$	1,246,703
Less:    Goodwill		271,297			270,097			271,297
Other identifiable intangible assets		17,426			20,573			18,249
Total tangible shareholders’ equity	$	978,030		$	945,035		$	957,157
Tangible shareholders’ equity to tangible assets		7.58	%		7.11	%		7.32	%

(a) BancorpSouth, Inc. utilizes the ratio of tangible shareholders' equity to tangible assets 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 shareholders' equity to tangible assets is important to investors who are interested in evaluating the adequacy of the Company's capital levels.

- END -

EX-99.2

EXHIBIT 99.2

EXHIBIT 99.2

BancorpSouth, Inc.

Financial Information As of September 30, 2011

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, the use of non-GAAP financial measures, results of operations, and financial condition. We caution you not to place undue reliance on the forward-looking statements contained in this presentation, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, conditions in the financial markets and economic conditions generally, the soundness of other financial institutions, the availability of capital on favorable terms if and when needed, 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, the impact of recent legislation on service charges on core deposit accounts, the susceptibility of the Company’s business to local economic conditions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, 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 failure of certain third party vendors to perform, 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 detailed from time to time in the Company’s press releases and filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they were made, and, except as required by law, we do 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.

2

Non-GAAP Financial Disclaimer

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 the Company’s capital and performance. Management believes that tangible book value per share is important to investors who are interested in changes from period to period in book value per share exclusive of changes in tangible assets. Management believes that pre-tax, pre-provision earnings is important to investors as it shows earnings trends without giving effect to the provision for credit losses. Management believes that earnings per share, excluding impact of MSR valuation adjustment, is important to investors because it shows earnings trends without giving effect to MSR valuation adjustments and related tax benefits.

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 the Appendix of this presentation reconciles these non-GAAP measures with comparable measures calculated in accordance with GAAP.

3

Financial Overview

Net income of $11.9 million, or $0.14 per diluted share

Generated $51 million of pre-tax, pre-provision earnings (excluding

MSR Impairment)

Net interest margin remained stable at 3.66%

Provision for credit losses decreased $7.1 million, or 22%

Mortgage production increased to $375 million, although a negative

MSR market valuation adjustment reduced mortgage revenue by $11.7

million

At and for the three months ended September 30, 2011

4

Credit Quality

NPLs decreased $17 million, or 4.5%, from the previous quarter 48% of non-accrual loans were paying as agreed Net charge-offs declined $9.9 million, or 30%, from the previous quarter

Sales of OREO properties during the quarter totaled $13.1 million, resulting in no material net gain/loss

Write-downs of existing OREO properties totaled $4.4 million, compared to $2.3 million in the second quarter of 2011

At and for the three months ended September 30, 2011

5

Other Highlights

Capital levels improved:

9/30/11 6/30/11 9/30/10

Equity/Assets 9.60% 9.33% 9.10%

TIER I Leverage Capital 8.66% 8.22% 8.26%

Total Capital 12.62% 12.08% 11.82%

TBV Per Share $11.71 $11.46 $11.32

Completed the closure of 22 branches as a part of the previously announced branch optimization project. Non-interest expense included a one-time charge of $3.1 million associated with these closures

Entered the final phase of the wind-down of our Century Credit Life subsidiary, and recorded $2.0 million in gains from the sale of that subsidiary’s non-bank qualified, tax-exempt securities portfolio

At and for the three months ended September 30, 2011

6

Recent Operating Results

Three Months Ended, Q3’11 vs.

9/30/11 6/30/11 9/30/10 Q3’10

Net interest revenue $108.1 $109.9 $109.7 (1.5) %

Provision for credit losses 25.1 32.2 54.9 (54.2)

Noninterest revenue 62.1 75.1 69.8 (11.0)

Noninterest expense 130.7 137.1 123.1 6.2

Income before income taxes 14.3 15.7 1.5

Income tax provision (benefit) 2.4 2.9 (9.8)

Net income $11.9 $12.8 $11.3

Net income per share: diluted $0.14 $0.15 $0.13

September 2011 and 2010 numbers reflect $2.1 million and $2.3 million of net securities gains, respectively. June 2011 numbers reflect $10.0 million of net securities gains as well as a $9.8 million pre-payment penalty related to repaying $75.0 million of FHLB borrowings.

Dollars in millions, except per share data

7

Noninterest Revenue

Three Months Ended,

09/30/11 06/30/11 09/30/10

NONINTEREST REVENUE:

Mortgage origination and servicing $10,233 $5,842 $13,507

MSR valuation adjustment (11,676) (3,839) (4,609)

Credit card, debit card and merchant fe 12,981 11,263 9,569

Service charges 17,334 16,556 18,621

Trust income 2,854 2,850 2,783

Security gains (losses), net 2,047 10,045 2,327

Insurance commissions 22,012 22,941 20,825

Other 6,270 9,486 6,729

Total noninterest revenue $62,055 $75,144 $69,752

Dollars in thousands

8

Change in Loan Portfolio

% Change

Three Months Ended Linked YOY

9/30/11 6/30/11 9/30/10 Q3’11 vs. Q2’11 Q3’11 vs. Q3’10

Commercial and industrial $ 1,503 $ 1,527 $ 1,438 (1.6%) 4.5%

Real estate:

Consumer mortgages 1,966 1,971 1,972 (0.3%) (0.3%)

Home equity 523 532 552 (1.7%) (5.3%)

Agricultural 250 255 262 (2.1%) (4.6%)

Commercial and industrial-owner occupied 1,330 1,367 1,375 (2.7%) (3.3%)

Construction, acquisition and development 977 1,061 1,336 (7.9%) (26.9%)

Commercial 1,772 1,765 1,811 0.4% (2.1%)

Credit Cards 103 102 103 1.0% 0.3%

Other 632 635 665 (0.5%) (5.0%)

Total $ 9,056 $ 9,215 $ 9,515 (1.7%) (4.8%)

Dollars in millions

Loan balances shown net of unearned income

9

NPLs

NPL as a Percent

Outstanding NPL of Outstanding

Commercial and industrial $1,503 $14.2 0.9%

Real estate:

Consumer mortgages 1,966 50.3 2.6%

Home equity 523 2.8 0.5%

Agricultural 250 7.1 2.9%

Commercial and industrial-owner occupied 1,330 34.2 2.6%

Construction, acquisition and development 977 174.0 17.8%

Commercial 1,772 66.3 3.7%

Credit cards 103 3.4 3.3%

All other 632 10.3 1.6%

Total loans $9,056 $362.8 4.0%

Dollars in millions

Net loans and leases as of September 30, 2011

10

Real Estate Construction, Acquisition and Development

NPL as a Percent of

Outstanding NPL Outstanding

Multi-Family Construction $10 $0.0 0.0%

1-4 Family Construction 181 18.5 10.2

Recreation and All Other Loans 61 0.7 1.2

Commercial Construction 141 10.2 7.2

Commercial Acquisition and Development 207 33.3 16.1

Residential Acquisition and Development 377 111.4 29.6

Real Estate Construction, Acquisition

and Development $977 $174.0 17.8%

Loans Outstanding

$500 $400 $300 $200 $100 $0

Multi-Family Construction

1-4 Family

Construction

Recreation & All Other Loans

Commercial Construction

Commercial A & D

Residential A & D

As of September 30, 2011

Dollars in millions

11

Residential Acquisition and Development

$600 $525 $450 $375 $300

9/30/10 12/31/10 3/31/11 6/30/11 9/30/11

$523

$456 $420 $393 $377

28% Total Decline

Dollars in millions

12

Newly Identified Non-Accrual Loans

$180 $160 $140 $120 $100 $80 $60 $40 $20 $0

9/30/10 12/31/10 3/31/11 6/30/11 9/30/11

$166M

$131M

$111M

$74M $60M $61M $52M $50M $54M $48M

Newly Identified Non-Accrual Loans Loans 30-89 PD, Still Accruing

Based on period end balances

Dollars in millions

13

Non-Accrual Loans

48% of non-accrual loans were paying as agreed as of September 30, 2011

$400

$300

$200

$100

42% 36% 37% 47% 48%

$0

9/30/10 12/31/10 3/31/10 6/30/11 9/30/11

Non-Accrual Lns Paying as Agreed All Other Non-Accrual Lns

Based on period end balances

Dollars in millions

“Paying as Agreed” includes loans < 30 days past due with payments occurring at least quarterly

14

Net Charge-offs

Q3 - 2011 Q2 - 2011 Q3 - 2010

Commercial and industrial $947 $4,967 $2,504

Real estate:

Consumer mortgages 1,859 1,409 3,255

Home equity 1,661 1,345 1,769

Agricultural 2,345 328 25

Commercial and industrial-owner occupied 4,123 3,207 1,077

Construction, acquisition and development 6,774 15,290 37,854

Commercial 4,167 1,205 2,789

Credit cards 619 486 729

All other 558 4,709 511

Total Net Charge-Offs $23,053 $32,946 $50,513

Dollars in thousands

15

Net Charge-offs are Improving

% Avg. Loans

$60 3.0%

$51 $51 $52

$50 2.5%

$40 2.0%

$33

$30 1.5%

$23

$20 1.0%

$10 0.5%

$0 0.0%

9/30/10 12/31/10 3/31/11 6/30/11 9/30/11

Net Charge-Offs Net Charge-offs / Average loans

Dollars in millions

16

Loan Impairment Analysis

89% of non-accrual loans are impaired and are carried at 70% of UPB

Total

Unpaid principal balance of impaired loans $342.8

Cumulative charge-offs on impaired loans (62.9)

Allowance for impaired loans (38.7)

Net book value of impaired loans $241.2

Net book value / UPB 70%

As of September 30, 2011

Dollars in millions

17

Other Real Estate Owned

OREO is carried at 56% of aggregate loan balances at time of foreclosure

Total

Unpaid principal balance at time of foreclosure $288.9

Cumulative charge-offs and writedowns of OREO (126.2)

Current book value of OREO $162.7

Current book value / UPB 56%

As of September 30, 2011

Dollars in millions

18

Appendix

Non-GAAP Financial Reconciliation

Tangible Book Value Per Share As of As of As of

9/30/2010 6/30/2011 9/30/2011

(Dollars in Thousands)

Shareholders’ Equity —> A $1,235,705 $1,246,703 $1,266,753

Assets —> B 13,583,016 13,367,050 13,198,518

Intangibles —> C 290,670 289,546 288,723

Tangible Shareholders’ Equity —> D=A-C 945,034 957,157 978,030

Common Shares Outstanding — > E 83,482 83,489 83,489

Tangible Book Value Per Share — > F=D/E 11.32 11.46 11.71

Pre-Tax, Pre-Provision Earnings Reconciliation

Q3-11

(Dollars in Thousands)

Net Interest Income Before Provision —> A $108,075

Noninterest Income —> B 62,055

Noninterest Expense —> C 130,698

Pre-Tax Pre-Provision Earnings —> D=A+B-C 39,432

MSR Valuation Adjustment —> E (11,676)

Pre-Tax Pre-Provision Earnings (Excluding MSR Adjustment) —> F=D-E 51,108

Earnings Per Share, Excluding Impact of MSR Valuation Adjustment

Q3-11

(Dollars in Thousands Except Per Share Amounts)

Net Income —> A $11,934

MSR Valuation Adjustment —> B (11,676)

Tax Benefit Related to MSR Valuation Adjustment —> C 4,442

Net Income Excluding MSR Valuation Adjustment —> D=A-B-C 19,168

Average Shares Outstanding - Diluted —> E 83,489

Diluted Earnings Per Share Excluding MSR Valuation Adjustment —> F=D/E 0.23

20