BancorpSouth, Inc.

Common Stock Offering

January 2012

Exhibit 99.2

Forward Looking Information

2

Certain

statements

contained

in

this

presentation

and

the

accompanying

slides

may

not

be

based

on

historical

facts

and

are

“forward

looking

statements”

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

as

amended,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended.

These

forward-looking

statements

may

be

identified

by

reference

to

a

future

period

or

by

the

use

of

forward-looking

terminology,

such

as

“anticipate,”

“believe,”

“estimate,”

“expect,”

“foresee,”

“may,”

“might,”

“will,”

“intend,”

“could,”

“would”

or

“plan,”

or

future

or

conditional

verb

tenses,

and

variations

or

negatives

of

such

terms.

These

forward-looking

statements

include,

without

limitation,

statements

about

the

use

of

proceeds

from

the

offering,

pricing

of

the

offering,

impact

of

the

proceeds

from

the

offering

on

our

capital,

deposit

composition,

trends

in

the

deposit

base,

the

maturity

of

our

CDs,

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,

including

the

downgrade

of

sovereign

credit

ratings

and

the

debt

crisis

in

Europe,

the

adequacy

of

the

Company’s

provision

and

allowance

for

credit

losses

to

cover

actual

credit

losses,

the

credit

risk

associated

with

real

estate

construction,

acquisition

and

development

loans,

the

impact

of

legal

or

administrative

proceedings,

the

availability

of

capital

on

favorable

terms

if

and

when

needed,

liquidity

risk,

the

Company’s

ability

to

improve

its

internal

controls

adequately,

governmental

regulation,

including

the

Dodd

Frank

Act,

and

supervision

of

the

Company’s

operations,

the

impact

of

regulations

on

service

charges

on

the

Company’s

core

deposit

accounts,

the

susceptibility

of

the

Company’s

business

to

local

economic

conditions,

the

soundness

of

other

financial

institutions,

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,

reputational

risk,

the

impact

of

hurricanes

or

other

adverse

weather

events,

any

requirement

that

the

Company

write

down

goodwill

or

other

intangible

assets,

diversification

in

the

types

of

financial

services

the

Company

offers,

competition

with

other

financial

services

companies,

risks

in

connection

with

completed

or

potential

acquisitions,

the

Company’s

growth

strategy,

interruptions

or

breaches

in

security

of

the

Company’s

information

systems,

the

failure

of

certain

third

party

vendors

to

perform,

limitations

on

the

Company’s

ability

to

declare

and

pay

dividends,

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,

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.

Unless

otherwise

noted,

any

quotes

in

this

presentation

can

be

attributed

to

company

management.

Rule 433 Legend

3

This

presentation

is

for

informational

purposes

only

and

does

not

constitute

an

offer

to

sell

securities.

The

Company

has

filed

a

registration

statement

(including

a

prospectus)

with

the

Securities

and

Exchange

Commission

for

the

offering

to

which

this

communication

relates.

Before

you

invest,

you

should

read

the

prospectus,

all

supplements

to

the

prospectus,

and

other

documents

the

Company

has

filed

with

the

SEC

for

more

complete

information

about

the

Company

and

this

offering.

You

may

get

these

documents

for

free

by

visiting

EDGAR

on

the

SEC

website

at

www.sec.gov.

Alternatively,

the

Company,

any

underwriter

or

any

dealer

participating

in

the

offering

will

arrange

to

send

you

the

prospectus,

including

any

supplements,

if

you

request

it

by

contacting

Stifel,

Nicolaus

&

Company,

Incorporated,

One

South

Street,

15th

Floor,

Baltimore,

MD

21202,

telephone:

(443)

224-1988

or

email

at

SyndicateOps@Stifel.com

or

by

contacting

the

Morgan

Stanley

Prospectus

Department

at

180

Varick

Street,

2

Floor,

New

York,

New

York

10014,

telephone:

(866)

718-1649

or

email

at

prospectus@morganstanley.com.

nd

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

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.

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. 

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.

Non-GAAP Financial Disclaimer

4

Offering Overview

5

Issuer:

BancorpSouth, Inc.

Exchange/Ticker:

NYSE: BXS

Security Offered:

Common stock

Closing Price:

$12.32 per share (as of 1/13/12)

Offering Size:

$100 million

Over-Allotment Option:

15%

Use of Proceeds:

General corporate purposes, including to maintain certain capital

levels and liquidity at the holding company, potentially provide

equity

capital to the bank, and fund growth

Joint Bookrunners:

Morgan Stanley / Stifel Nicolaus Weisel

Co-Managers:

Stephens / Keefe Bruyette & Woods / Sandler O’Neill

Lock-Up:

90 Days for Company, Executive Officers and Directors

Expected Pricing Date:

After close on Wednesday, January 18

Positive Asset Quality Trends

11.2% decline in non-performing loans and 5.6% decline in non-performing assets from Q3’11 to Q4’11

NPLs and NPAs have declined for three consecutive quarters

51% of nonaccrual loans paying as agreed

Leading Mid-South Regional Bank Serving our Communities for Over 100 Years

Diversified Revenue Stream

Stable net interest margin and historically over 35% of the revenue stream derived from noninterest sources

High Quality Deposit Franchise with a Stable Core Deposit Base

87% core deposits*

Cost of total deposits of 0.67%

Proven and Experienced Management Team

13% inside ownership including ESOP-held shares**

Investment Merits

At and for the three months ended December 31, 2011

*Includes all deposits except CDs>100K

**Insider ownership from SNL Financial as of 1/13/12

6

A Strategic Capital Raise 

Data as of December 31, 2011

Pro forma capital ratios assume $94.8 million of net proceeds.

7

Improves capitalization at the

Holding Company and maintains

flexibility at the Bank

Increases Holding Company

liquidity

Enhances strategic flexibility

Positioned for recovery

Ability to invest

Opportunistic M&A

7.67%

10.15%

11.77%

8.36%

11.13%

12.75%

6.00%

8.00%

10.00%

12.00%

14.00%

TCE / TA

Tier 1 Common

Ratio

Tier 1 Ratio

Q4'2011

Q4'2011 Pro Forma

Holding Company Capital Ratios

Strong core capital base

Did not rely on TARP/CPP or similar government assistance

Overview of BancorpSouth, Inc. 

Data as of and for the year ended December 31, 2011

Insurance ranking from Business Insurance Magazine as of December 31, 2010

$13.0 billion in assets

287 locations with reach throughout an 9-state footprint

Customer-focused business model with comprehensive line of financial products

and banking services for individuals and small to mid-size businesses

Nation’s 26

th

largest insurance agency / brokerage operation

Strong

mortgage

operations

with

production

totaling

$1.2

billion

for

2011

8

Percentages and amounts based on data for the twelve months ended December 31, 2011

*Excludes net securities gains of $12.1 million and MSR Impairment of $13.7 million

Noninterest Revenue Composition

Noninterest revenue continues to be a

stable and significant source of revenue

Insurance and mortgage businesses

provide significant sources of noninterest

revenue

Historically, over 35% of total revenue

has been derived from noninterest

sources

Insurance commissions were up 6% for

2011 compared to 2010

Mortgage production volume totaled $1.2

billion for 2011

Total Noninterest Revenue of $272.4M*

9

Diversified Revenue Stream

Mortgage

lending

11%

Card and

merchant

fees

16%

Service

charges

25%

Trust income

4%

Insurance

commissions

32%

Other

12%

Core Deposit Franchise 

Approximately 87% of total deposits are

core, yielding a 92% loan / core deposit

ratio

Noninterest bearing deposits have

grown approximately 10% since

December 31, 2010

Cost of total deposits for the quarter

ended December 31, 2011 was 0.67%

Over $1 billion in CDs are maturing over

the next two quarters at a weighted

average rate of approximately 1.26%

Non-core time deposits declined 19.2%

in 2011

As of and for the year ended December 31, 2011

$11.0B Total 

Deposit Composition

10

Non-Interest Bearing

DDA

21%

Interest Bearing DDA

43%

Savings

9%

Time

27%

MS**

29%

TX & LA

19%

AR**

14%

Other*

10%

AL & FL Panhandle

8%

TN**

8%

MO

6%

Greater Memphis

6%

Home Equity

6%

Commercial & Industrial

16%

C&I Owner-

Occupied

15%

Construction, Acquisition

& Development

10%

Commercial

Real Estate

20%

Agricultural

3%

Consumer Mortgages

22%

Credit Cards

1%

Other

7%

Diversified Loan Portfolio

Net

loans

and

leases

as

of

December31,

2011

*”Other”

includes

all

other

geographic

regions

and

lines

of

business

not

managed

by

a

geographic

region

**Excludes

the

Greater

Memphis

Area

$8.9B Portfolio

Loans By Category

Loans By Geography

11

Strategic Focus 

Preserve strong capital and position the Company for economic recovery

Focus on asset quality

Pursue quality loan growth

Take advantage of market disruption

Grow core earnings through margin expansion and revenue growth

Expense control and reduction

12

Recent Operating Results

Dollars in millions, except per share data

*Represents both nonrecurring and noncash items that are included in income before

taxes

but

are

not

considered

to

be

a

component

of

core

operating

earnings

12/31/11

9/30/11

6/30/11

3/31/11

12/31/10

Net interest revenue

$107.5

$108.1

$109.9

$109.4

$110.2

Provision for credit losses

19.3

25.1

32.2

53.5

43.3

Noninterest revenue

65.3

62.1

75.1

68.3

74.0

Noninterest expense

135.9

130.7

137.1

130.0

123.5

Income (loss) before income taxes

17.7

14.3

15.7

(5.8)

17.4

Income tax provision (benefit)

4.4

2.4

2.9

(5.3)

1.6

Net income (loss)

$13.3

$11.9

$12.8

($0.5)

$15.8

Net income (loss) per share:  diluted

$0.16

$0.14

$0.15

($0.01)

$0.19

Nonrecurring/Noncash Items*

MSR valuation adjustment

($1.0)

($11.7)

($3.8)

$2.5

$8.9

Security gains (losses), net

-

2.0

10.0

-

(0.5)

Prepayment penalty on FHLB borrowings

-

-

(9.8)

-

-

Branch closure expense

-

(3.1)

-

-

-

Total nonrecurring/noncash items

($1.0)

($12.8)

($3.6)

$2.5

$8.4

      Three Months Ended

13

Stable Net Interest Margin

Fiscal Year

Quarter Ended

Shown on a fully taxable equivalent basis

14

3.68%

3.75%

3.77%

3.70%

3.69%

3.71%

3.66%

3.69%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

2007

2008

2009

2010

3/31/11

6/30/11

9/30/11

12/31/11

Balance Sheet Summary

Dollars in millions, except per share

12/31/11

9/30/11

12/31/10

Total assets

$12,996

$13,199

$13,615

(4.5)

%

Cash and equivalents

499

500

272

83.5

Securities

2,514

2,482

2,709

(7.2)

Loans, net of unearned income

8,870

9,056

9,333

(5.0)

Allowance for credit losses

(195)

(200)

(197)

(1.0)

Total deposits

10,955

11,063

11,490

(4.7)

Short-term borrowings

375

451

443

(15.3)

Shareholders' equity

1,263

1,267

1,222

3.4

Book value per share

15.13

15.17

14.64

3.3

Tangible book value per share

11.68

11.71

11.17

4.6

12/31/11 vs 12/31/10

% Change   

15

% Change

As of

Linked

YOY

12/31/11

9/30/11

12/31/10

Q4'11 vs. Q3'11

Q4'11 vs. Q4'10

Commercial and industrial

1,474

$  

1,503

$  

1,491

$  

(2.0%)

(1.2%)

Real estate:

Consumer mortgages

1,945

1,966

1,952

(1.1%)

(0.3%)

Home equity

514

523

543

(1.7%)

(5.3%)

Agricultural

239

250

252

(4.1%)

(5.1%)

Commercial and industrial-owner occupied

1,302

1,330

1,331

(2.1%)

(2.2%)

Construction, acquisition and development

908

977

1,175

(7.0%)

(22.7%)

Commercial

1,754

1,772

1,817

(1.0%)

(3.5%)

Credit Cards

106

103

106

3.0%

(0.1%)

Other

627

632

665

(0.8%)

(5.7%)

Total

8,870

$  

9,056

$  

9,333

$  

(2.0%)

(5.0%)

Loan Portfolio

Continue to decrease exposure in the CAD portfolio

Excluding

the

impact

of

CAD

portfolio

-

total

loans

declined

2.4%

from

December

31, 2010

16

Dollars in millions

Net loans and leases

Credit Quality Improvement

At and for the three months ended December 31, 2011

“Paying as agreed”

includes loans < 30 days past due with payments occurring at least quarterly

17

Non-performing loans decreased 11.2% from the previous quarter

Non-performing assets decreased 5.6% from the previous quarter

Both NPLs and NPAs have declined for three consecutive quarters

51% of non-accrual loans paying as agreed

85% of non-accrual loans were impaired and carried at 68% of unpaid

principal balance (“UPB”)

Sales of OREO properties during the quarter totaled $16.7 million,

resulting in no material net gain/loss.  OREO is carried at 54% of

aggregate loan balances at time of foreclosure

Dollars in millions

Net Charge-offs are Stabilizing

18

$51

$52

$33

$23

$24

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

$0

$10

$20

$30

$40

$50

$60

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

Net Charge-Offs

Net Charge-offs / Average loans

Loan Loss Reserves / Net Loans & Leases

NPLs By Type & Location

NPLs By Category

NPLs By Geography

As

of

December

31,

2011

NPLs

include

nonaccrual

loans,

loans

90+

days

past

due

and

restructured

loans

*“Other”

includes

all

other

geographic

regions

and

lines

of

business

not

managed

by

a

geographic

region

**Excludes

the

Greater

Memphis

Area

19

Consumer Mortgages

16%

Commercial & Industrial

4%

Home Equity

1%

Agricultural

2%

C&I Owner-

Occupied

13%

Construction, Acquisition

& Development

42%

Commercial

Real Estate

19%

Credit Cards

1%

Other

2%

AL & FL Panhandle

16%

AR**

8%

MS**

17%

MO

15%

Greater Memphis

13%

TN**

9%

TX & LA

18%

Other*

4%

20

Non-Performing Loans 

Newly

identified

non-accrual

loans

for

quarters

ended

as

of

dates

shown

Non-Performing Loans

$394M

$425M

$380M

$363M

$322M

$300

$350

$400

$450

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

Newly Identified Non-Accrual Loans

$131M

$111M

$50M

$61M

$39M

$52M

$48M

$54M

$60M

$38M

$0

$50

$100

$150

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

Newly Identified Non-Accrual Loans

Loans 30-89 Days Past Due, Still Accruing

Conservative Impairments & OREO Carrying Value

85% of non-accrual loans are impaired and are

carried at 68% of UPB

As

of

December

31,

2011

Dollars

in

millions

21

OREO is carried at 54% of aggregate loan

balances at time of foreclosure

Total

Unpaid principal balance at time of foreclosure

$319.1

Cumulative charge-offs and writedowns of OREO

(145.3)

Current book value of OREO

$173.8

Current book value / UPB

54%

Total

Unpaid principal balance of impaired loans

$287.1

Cumulative charge-offs on impaired loans

(52.2)

Allowance for impaired loans

(39.7)

Net book value of impaired loans

$195.2

Net book value / UPB

68%

Positive Asset Quality Trends

11.2% decline in non-performing loans and 5.6% decline in non-performing assets from Q3’11 to Q4’11

NPLs and NPAs have declined for three consecutive quarters

51% of nonaccrual loans paying as agreed

Leading Mid-South Regional Bank Serving our Communities for Over 100 Years

Diversified Revenue Stream

Stable net interest margin and historically over 35% of the revenue stream derived from noninterest sources

High Quality Deposit Franchise with a Stable Core Deposit Base

87% core deposits*

Cost of total deposits of 0.67%

Proven and Experienced Management Team

13% inside ownership including ESOP-held shares**

Investment Merits

At

and

for

the

three

months

ended

December

31,

2011

*Includes

all

deposits

except

CDs>100K

**Insider

ownership

from

SNL

Financial

as

of

1/13/12

22

Appendix

Non-GAAP Financial Reconciliation

24

Tangible Common Equity / Tangible Assets (TCE/TA)

As of

As of

As of

12/31/2011

9/30/2011

12/31/2010

(In Thousands, except ratios and per share data)

Common Equity --> A

$1,262,912

$1,266,753

$1,222,244

Assets --> B

12,995,851

13,198,518

13,615,010

Intangibles --> C

287,910

288,723

289,720

Tangible Common Equity --> D=A-C

975,002

978,030

932,524

Tangible Assets --> E=B-C

12,707,941

12,909,795

13,325,290

Tangible Book Value Per Share

Total Equity / Total Assets (%) -- > F=A/B

9.72%

9.60%

8.98%

Tangible Common Equity / Tangible Assets (%) -- > G=D/E

7.67%

7.58%

7.00%

Common Shares Outstanding -- > H

83,484

83,489

83,482

Tangible Book Value Per Share -- > I=D/H

11.68

11.71

11.17