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): April 24, 2012 (April 23, 2012)

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 April 23, 2012 BancorpSouth, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2012. 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 April 24, 2012 to discuss its financial results for the first quarter ended March 31, 2012. 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 April 23, 2012 by BancorpSouth, Inc.

Exhibit 99.2     Presentation for conference call to be conducted by BancorpSouth, Inc. on April 24, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANCORPSOUTH, INC.
By:	/s/ Cathy S. Freeman
	Cathy S. Freeman
	Executive Vice President and
	Corporate Secretary

Date: April 24, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued on April 23, 2012 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on April 24, 2012

EX-99.1

EXHIBIT 99.1

News Release

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

BancorpSouth Announces First Quarter 2012 Earnings of

$22.9 Million or $0.25 per Diluted Share

TUPELO, Miss., April 23, 2012/PRNewswire-FirstCall via COMTEX/ — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended March 31, 2012. The Company reported net income of $22.9 million, or $0.25 per diluted share, for the first quarter of 2012 compared with a net loss of $0.5 million, or $0.01 per diluted share, for the first quarter of 2011 and net income of $13.3 million, or $0.16 per diluted share, for the fourth quarter of 2011.

“Our results for the first quarter reflect our highest level of quarterly earnings in over two years,” remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. “We are also pleased to report additional meaningful improvement in asset quality. Earnings for the quarter reflect decreases in credit costs as a result of asset quality improvement as well as another exceptional quarter for our noninterest revenue lines of business, particularly our mortgage operation.”

Earnings for the quarter benefited from a reduction in the provision for credit losses to $10.0 million compared to $53.5 million for the first quarter of 2011 and $19.3 million for the fourth quarter of 2011. Non-performing loans (“NPLs”) declined $37.0 million, or 11.5 percent, during the first quarter of 2012 to $285.2 million at March 31, 2012 compared with $322.3 million at December 31, 2011. NPLs have declined $139.8 million, or 32.9 percent, from $425.0 million at March 31, 2011. In addition, gross nonaccrual loan formation was $40.4 million for the first quarter of 2012 compared to $111.2 million for the first quarter of 2011 and $39.5 million for the fourth quarter of 2011. Total loans 30 – 89 days past due decreased during the first quarter of 2012 to $29.0 million at March 31, 2012 from $37.5 million at December 31, 2011. Net charge-offs decreased $0.5 million, or 2.0 percent, to $23.3 million for the first quarter of 2012 compared with $23.8 million for the fourth quarter of 2011. Net charge-offs during the first quarter of 2012 included $15.4 million of charge-offs of loans which had been impaired and reserved for in prior quarters.

Patterson added, “We continue to benefit from solid results produced by our noninterest revenue lines of business. Our mortgage business generated $395.1 million of new loans during the first quarter and contributed $15.1 million of revenue including a positive mortgage servicing rights (“MSR”) valuation adjustment of $3.7 million. Also, our insurance group produced organic growth on both a comparable and sequential quarter basis.”

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

is a financial holding company.

BXS Announces First Quarter Results

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April 23, 2012

Net Interest Revenue

Net interest revenue was $105.6 million for the first quarter of 2012, a decrease of 3.5 percent from $109.4 million for the first quarter of 2011 and a decrease of 1.8 percent from $107.5 million for the fourth quarter of 2011. The fully taxable equivalent net interest margin was 3.66 percent for the first quarter of 2012 compared with 3.69 percent for both the first and fourth quarters of 2011.

Asset, Deposit and Loan Activity

Total assets were $13.3 billion at March 31, 2012 compared with $13.5 billion at March 31, 2011. Total deposits were $11.1 billion at March 31, 2012, a decrease of 3.3 percent from $11.5 billion at March 31, 2011. Loans and leases, net of unearned income, were $8.7 billion at March 31, 2012, a decrease of 5.5 percent from $9.2 billion at March 31, 2011.

The construction, acquisition, and development (“CAD”) loan portfolio, which decreased $259.2 million, or 23.2 percent, from March 31, 2011 to March 31, 2012, accounted for 54.5 percent of the decline in net loans and leases over the same time period. Excluding the impact of the CAD loan portfolio, net loans and leases declined $216.7 million, or 2.7 percent, during this period.

Patterson added, “Deposit balances at the end of the first quarter of 2012 compared to the end of the first quarter of 2011 reflect a shift from time deposits and interest bearing demand deposits to savings and noninterest bearing demand deposits.” Time deposits, which decreased $623.0 million, or 17.9 percent, during this period, were offset partially by significant growth in noninterest bearing demand deposits, which increased $232.0 million, or 11.4 percent, over the period. Additionally, savings deposits increased $134.7 million, or 14.4 percent, while interest bearing demand deposits decreased $125.5 million, or 2.5 percent, over the period. As of March 31, 2012, approximately $1.1 billion of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 1.02 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the first quarter of 2012, the provision for credit losses was $10.0 million, compared with $53.5 million for the first quarter of 2011 and $19.3 million for the fourth quarter of 2011. The decrease in the provision for credit losses reflects a decline in the formation of new non-accrual loans, including fewer loans being identified for impairment, continued stabilization in values of previously impaired loans, decreased past due balances and lower net charge-offs.

Net charge-offs for the first quarter of 2012 were $23.3 million, compared with $52.1 million for the first quarter of 2011 and $23.8 million for the fourth quarter of 2011. Recoveries increased to $5.5 million for the first quarter of 2012, compared with $1.7 million for the first quarter of

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BXS Announces First Quarter Results

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2011 and $2.6 million for the fourth quarter of 2011. Annualized net charge-offs were 1.06 percent of average loans and leases for the first quarter of 2012, compared with 2.24 percent for the first quarter of 2011 and 1.06 percent for the fourth quarter of 2011.

NPLs were $285.2 million, or 3.26 percent of net loans and leases, at March 31, 2012 compared with $425.0 million, or 4.61 percent of net loans and leases, at March 31, 2011 and $322.3 million, or 3.63 percent of net loans and leases, at December 31, 2011. The allowance for credit losses was $181.8 million, or 2.08 percent of net loans and leases, at March 31, 2012 compared with $198.3 million, or 2.15 percent of net loans and leases, at March 31, 2011 and $195.1 million, or 2.20 percent of net loans and leases, at December 31, 2011. Patterson added, “The first quarter reduction in the allowance for credit losses was driven primarily by charge-offs of $15.4 million associated with loans that had been identified and reported as impaired and were reserved for in previous quarters.”

NPLs at March 31, 2012 consisted primarily of $253.2 million of nonaccrual loans, compared with $276.8 million of nonaccrual loans at December 31, 2011. Included in the reduction of nonaccrual loans during the first quarter of 2012 were payments received on nonaccrual loans of $20.6 million. NPLs at March 31, 2012 also included $1.7 million of loans 90 days or more past due and still accruing, compared with $3.4 million at December 31, 2011, and included restructured loans still accruing of $30.3 million at March 31, 2012, compared with $42.0 million at December 31, 2011. Loans and leases 30 to 89 days past due were $29.0 million at March 31, 2012 compared with $37.5 million at December 31, 2011.

At March 31, 2012, $76.3 million of NPLs were residential CAD loans, $45.1 million were other CAD loans, $46.8 million were commercial real estate loans and $52.2 million were consumer mortgages. NPLs from all other loan types totaled $64.8 million at March 31, 2012. Included in nonaccrual loans at March 31, 2012 were $137.5 million of loans, or 54.3 percent of total nonaccrual loans, that were paying as agreed, compared with $141.2 million, or 51.0 percent, at the end of the fourth quarter of 2011. 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 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 disposition value of the collateral.

At the end of the first quarter, 83.4 percent of nonaccrual loans were determined to be collateral dependent, and after write-downs and specific reserves, the remaining book balance of these loans was 69.6 percent of the unpaid principal balance. At March 31, 2012, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 371 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 211 percent.

Other real estate owned (“OREO”) decreased $6.0 million to $167.8 million during the first quarter of 2012. This decrease reflected $10.8 million added through foreclosure, offset by sales of other real estate owned of $11.8 million. OREO sales were $16.7 million for the fourth quarter of 2011. Write-downs in the value of existing properties were $5.0 million for the first quarter of 2012, representing a decrease of $3.7 million from $8.7 million for the fourth quarter

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BXS Announces First Quarter Results

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of 2011. Sales of OREO during the first quarter of 2012 resulted in no material net gain or loss, consistent with the fourth quarter of 2011. At March 31, 2012, OREO was carried at 52.4 percent of the aggregate loan balances at the time of foreclosure, compared with 54.5 percent at December 31, 2011.

Noninterest Revenue

Noninterest revenue was $72.4 million for the first quarter of 2012, compared with $68.3 million for the first quarter of 2011 and $65.3 million for the fourth quarter of 2011. These results included positive MSR valuation adjustments of $3.7 million and $2.5 million for the first quarters of 2012 and 2011, respectively, and a negative MSR valuation adjustment of $1.0 million for the fourth quarter of 2011.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $11.4 million for the first quarter of 2012, compared with $5.0 million for the first quarter of 2011 and $9.9 million for the fourth quarter of 2011. Mortgage origination volume for the first quarter of 2012 was $395.1 million, compared with $202.8 million for the first quarter of 2011 and $389.6 million for the fourth quarter of 2011.

Credit and debit card fees decreased $2.8 million, or 27.3 percent, for the first quarter of 2012 from the first quarter of 2011 and decreased $0.3 million, or 3.3 percent, from the fourth quarter of 2011. Service charges were essentially flat for the comparable quarters and declined $2.3 million, or 13.2 percent, on a sequential quarter basis. Insurance commissions rose $0.6 million, or 2.7 percent, for the comparable quarters and increased $3.7 million, or 19.3 percent, on a sequential quarter basis.

Noninterest Expense

Noninterest expense for the first quarter of 2012 was $135.7 million, compared with $130.0 million for the first quarter of 2011 and $135.9 million for the fourth quarter of 2011. Salaries and employee benefits expense increased to $74.9 million for the first quarter of 2012 from $70.4 million for the first quarter of 2011 and $70.5 million for the fourth quarter of 2011. This is attributable primarily to increases in FICA taxes, employee benefits and incentive compensation. Foreclosed property expense increased to $8.4 million for the first quarter of 2012 from $7.1 million for the first quarter of 2011 and declined from $10.8 million for the fourth quarter of 2011. Deposit insurance assessments were flat at $5.4 million on a comparable quarter basis and decreased on a sequential quarter basis from $5.7 million for the fourth 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 13.13 percent at March 31, 2012 and total risk based capital of 14.39 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for “well capitalized” classification. The Company’s equity capitalization is 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets increased

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BXS Announces First Quarter Results

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to 10.46 percent at March 31, 2012, compared with 8.94 percent at March 31, 2011 and 9.72 percent at December 31, 2011. The ratio of tangible shareholders’ equity to tangible assets increased to 8.49 percent at March 31, 2012, compared with 6.95 percent at March 31, 2011 and 7.67 percent at December 31, 2011.

On January 24, 2012, the Company completed an underwritten public offering of 10,952,381 shares of Company common stock at a public offering price of $10.50 per share. The gross proceeds from the offering, before expenses, were $109.3 million. Offering expenses were approximately $575,000. The proceeds from the offering have been and will be used by the Company for general corporate purposes, including to maintain certain capital levels and liquidity at the Company, potentially provide equity capital to BancorpSouth Bank, fund growth either organically or through acquisition of other financial institutions, insurance agencies, or other businesses that are closely aligned to the operations of the Company, and fund investments in its subsidiaries. The impact of this offering is reflected in the financial statements as of and for the quarter ended March 31, 2012.

Summary

Patterson concluded, “Our first quarter results are reflective of the significant improvement in asset quality achieved over the past several quarters as well as a continued focus on organic growth in our noninterest revenue lines of business. The results reported for these lines of business continue to support our belief that they differentiate our Company from many of our peers. Over the past several quarters, significant efforts have been focused on asset quality improvement. Although continuing to improve asset quality is certainly still the top priority, we recognize the importance of focusing on quality loan production and improving efficiency. While we are encouraged by recent economic trends, we remain cautious about the prospects of significant near-term growth given the competitive landscape and subdued loan demand.

“BancorpSouth is focused on customer service and relationships. Our Company has been built on providing a comprehensive range of financial products including a wide array of deposit and loan offerings, mortgage lending, insurance, trust, and many other products and services. We have continued to work to strengthen relationships with existing clients and to develop relationships with new customers. We believe that our company is positioned to achieve long-term growth and increased shareholder value as the economic cycle improves.”

Conference Call

BancorpSouth will conduct a conference call to discuss its first quarter 2012 results on April 24, 2012, 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,

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BXS Announces First Quarter Results

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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 use of proceeds from the public offering of our common stock, our differentiation from many of our peers because of our noninterest revenue lines of business, our ability to achieve long-term growth 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 ongoing debt crisis and the downgrade of the sovereign credit ratings for various nations, 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, losses resulting from the significant amount of the Company’s other real estate owned, limitations on the Company’s ability to declare and pay dividends, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, 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 the Company’s information system security, the failure of certain third party vendors to perform, 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, the effectiveness of the Company’s internal controls, 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.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.3 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 290 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri and Tennessee, including an insurance location in Illinois.

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BXS Announces First Quarter Results

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April 23, 2012

BancorpSouth, Inc.

Selected Financial Data

	Three Months Ended March 31,
	2012			2011
(Dollars in thousands, except per share amounts)
Earnings Summary:
Net interest revenue	$	105,610		$	109,437
Provision for credit losses		10,000			53,479
Noninterest revenue		72,360			68,311
Noninterest expense		135,680			130,010
Income (loss) before income taxes		32,290			(5,741	)
Income tax provision (benefit)		9,424			(5,247	)
Net income (loss)	$	22,866		$	(494	)
Earnings (loss) per share: Basic	$	0.25		$	(0.01	)
Diluted	$	0.25		$	(0.01	)
Balance sheet data at March 31:
Total assets	$	13,307,572		$	13,547,238
Total earning assets		12,087,427			12,335,690
Loans and leases, net of unearned income		8,737,923			9,213,836
Allowance for credit losses		181,777			198,333
Total deposits		11,082,322			11,464,114
Common shareholders’ equity		1,392,199			1,211,061
Book value per share		14.74			14.51
Average balance sheet data:
Total assets	$	13,088,358		$	13,539,763
Total earning assets		11,964,721			12,394,769
Loans and leases, net of unearned interest		8,791,542			9,299,984
Total deposits		11,043,952			11,497,638
Common shareholders’ equity		1,363,709			1,219,399
Non-performing assets at March 31:
Non-accrual loans and leases	$	253,227		$	370,726
Loans and leases 90+ days past due, still accruing		1,698			4,829
Restructured loans and leases, still accruing		30,311			49,472
Other real estate owned		167,808			136,412
Total non-performing assets		453,044			561,439
Net charge-offs as a percentage of average loans (annualized)		1.06	%		2.24	%
Performance ratios (annualized):
Return on average assets		0.70	%		(0.01	%)
Return on common equity		6.74	%		(0.16	%)
Total shareholders’ equity to total assets		10.46	%		8.94	%
Tangible shareholders’ equity to tangible assets		8.49	%		6.95	%
Net interest margin		3.66	%		3.69	%
Average shares outstanding - basic		91,727,524			83,448,935
Average shares outstanding - diluted		91,769,863			83,448,935
Cash dividends per share	$	0.01		$	0.11
Tier I capital		13.13	%		10.65	%
Total capital		14.39	%		11.92	%
Tier I leverage capital		9.85	%		8.01	%

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BXS Announces First Quarter Results

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BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Mar-12			Dec-11			Sep-11		Jun-11		Mar-11
	(Dollars in thousands)
Assets
Cash and due from banks	$	184,441		$	195,681		$	161,876	$	166,761	$	146,989
Interest bearing deposits with other banks		665,675			303,663			338,250		304,344		102,312
Held-to-maturity securities, at amortized cost		—			—			—		—		1,667,203
Available-for-sale securities, at fair value		2,573,535			2,513,518			2,481,555		2,560,824		1,145,463
Federal funds sold and securities purchased under agreement to resell		—			—			—		—		150,000
Loans and leases		8,777,538			8,911,258			9,096,928		9,255,879		9,255,609
Less: Unearned income		39,615			40,947			41,023		41,326		41,773
Allowance for credit losses		181,777			195,118			199,686		197,627		198,333
Net loans and leases		8,556,146			8,675,193			8,856,219		9,016,926		9,015,503
Loans held for sale		110,294			83,458			100,687		70,519		56,876
Premises and equipment, net		321,720			323,383			323,285		328,075		329,862
Accrued interest receivable		50,008			51,266			53,338		55,525		61,105
Goodwill		271,297			271,297			271,297		271,297		271,297
Bank owned life insurance		202,698			200,085			197,945		197,028		194,988
Other real estate owned		167,808			173,805			162,686		151,204		136,412
Other assets		203,950			204,502			251,380		244,547		269,228
Total Assets	$	13,307,572		$	12,995,851		$	13,198,518	$	13,367,050	$	13,547,238
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,260,012		$	2,269,799		$	2,198,535	$	2,096,655	$	2,027,990
Interest bearing		4,897,585			4,706,825			4,736,858		4,939,553		5,023,073
Savings		1,067,256			991,702			968,277		944,993		932,574
Other time		2,857,469			2,986,863			3,159,563		3,327,262		3,480,477
Total deposits		11,082,322			10,955,189			11,063,233		11,308,463		11,464,114
Federal funds purchased and securities sold under agreement to repurchase		401,089			373,933			449,501		426,097		421,782
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		1,500			1,500			1,500		703		2,715
Accrued interest payable		7,652			8,644			10,017		11,348		13,238
Junior subordinated debt securities		160,312			160,312			160,312		160,312		160,312
Long-term Federal Home Loan Bank borrowings		33,500			33,500			33,500		35,000		110,000
Other liabilities		228,998			199,861			213,702		178,424		164,016
Total Liabilities		11,915,373			11,732,939			11,931,765		12,120,347		12,336,177
Shareholders’ Equity
Common stock		236,090			208,709			208,722		208,722		208,704
Capital surplus		309,426			227,567			227,006		226,362		225,597
Accumulated other comprehensive income (loss)		(4,136	)		(2,261	)		14,595		6,289		(16,579	)
Retained earnings		850,819			828,897			816,430		805,330		793,339
Total Shareholders’ Equity		1,392,199			1,262,912			1,266,753		1,246,703		1,211,061
Total Liabilities & Shareholders’ Equity	$	13,307,572		$	12,995,851		$	13,198,518	$	13,367,050	$	13,547,238

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BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Mar-12			Dec-11		Sep-11		Jun-11			Mar-11
	(Dollars in thousands)
Assets
Cash and due from banks	$	160,827		$	151,004	$	148,409	$	151,194		$	156,329
Interest bearing deposits with other banks		603,714			384,231		309,146		187,901			167,271
Held-to-maturity securities, at amortized cost		—			—		—		1,097,562			1,653,284
Available-for-sale securities, at fair value		2,507,941			2,509,943		2,529,482		1,609,720			1,085,131
Federal funds sold and securities purchased under agreement to resell		274			2,174		—		38,736			150,000
Loans and leases		8,832,104			8,995,035		9,179,730		9,291,434			9,342,939
Less: Unearned income		40,562			40,806		41,316		42,307			42,954
Allowance for credit losses		202,158			208,005		205,209		212,968			218,107
Net loans and leases		8,589,384			8,746,224		8,933,205		9,036,159			9,081,878
Loans held for sale		61,250			67,781		62,025		44,704			39,098
Premises and equipment, net		322,641			322,544		326,800		328,829			330,920
Accrued interest receivable		47,512			49,256		53,122		54,570			58,450
Goodwill		271,297			271,297		271,297		271,297			270,510
Bank owned life insurance		11,204			14,558		14,642		14,189			13,217
Other real estate owned		170,924			164,841		152,052		138,827			129,781
Other assets		341,390			362,926		374,475		391,872			403,894
Total Assets	$	13,088,358		$	13,046,779	$	13,174,655	$	13,365,560		$	13,539,763
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,139,371		$	2,248,904	$	2,147,707	$	2,018,197		$	1,893,720
Interest bearing		4,960,060			4,714,059		4,789,462		4,977,764			5,153,063
Savings		1,027,611			975,892		957,871		941,169			897,312
Other time		2,916,910			3,078,376		3,246,332		3,418,741			3,553,543
Total deposits		11,043,952			11,017,231		11,141,372		11,355,871			11,497,638
Federal funds purchased and securities sold under agreement to repurchase		358,124			430,968		457,640		423,949			430,930
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		1,500			1,500		486		1,641			2,719
Accrued interest payable		9,392			10,617		12,108		13,558			14,873
Junior subordinated debt securities		160,312			160,312		160,312		160,312			160,312
Long-term Federal Home Loan Bank borrowings		33,500			33,500		34,984		89,395			110,000
Other liabilities		117,869			123,746		115,938		98,553			103,892
Total Liabilities		11,724,649			11,777,874		11,922,840		12,143,279			12,320,364
Shareholders’ Equity
Common stock		231,276			208,722		208,722		208,715			208,704
Capital surplus		294,973			227,201		226,582		225,912			225,162
Accumulated other comprehensive income (loss)		(2,269	)		8,927		6,379		(10,040	)		(14,346	)
Retained earnings		839,729			824,055		810,132		797,694			799,879
Total Shareholders’ Equity		1,363,709			1,268,905		1,251,815		1,222,281			1,219,399
Total Liabilities & Shareholders’ Equity	$	13,088,358		$	13,046,779	$	13,174,655	$	13,365,560		$	13,539,763

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BXS Announces First Quarter Results

Page 10

April 23, 2012

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended
	Mar-12		Dec-11		Sep-11			Jun-11		Mar-11
INTEREST REVENUE:
Loans and leases	$	109,012	$	112,566	$	114,260		$	116,892	$	117,358
Deposits with other banks		401		252		203			124		122
Federal funds sold and securities purchased under agreement to resell		—		1		—			35		131
Held-to-maturity securities:
Taxable		—		—		—			5,066		8,014
Tax-exempt		—		—		—			2,291		3,347
Available-for-sale securities:
Taxable		11,162		11,781		13,172			10,451		8,585
Tax-exempt		4,256		4,158		4,130			1,871		824
Loans held for sale		544		635		632			505		447
Total interest revenue		125,375		129,393		132,397			137,235		138,828
INTEREST EXPENSE:
Interest bearing demand		4,449		4,737		5,324			6,039		6,546
Savings		714		747		828			810		826
Other time		11,291		13,104		14,837			16,285		17,483
Federal funds purchased and securities sold under agreement to repurchase		63		76		95			135		152
FHLB borrowings		367		367		375			1,194		1,523
Junior subordinated debt		2,879		2,871		2,861			2,860		2,859
Other		2		2		2			—		2
Total interest expense		19,765		21,904		24,322			27,323		29,391
Net interest revenue		105,610		107,489		108,075			109,912		109,437
Provision for credit losses		10,000		19,250		25,112			32,240		53,479
Net interest revenue, after provision for credit losses		95,610		88,239		82,963			77,672		55,958
NONINTEREST REVENUE:
Mortgage lending		15,142		8,928		(1,443	)		2,003		7,581
Credit card, debit card and merchant fees		7,523		7,783		12,981			11,263		10,346
Service charges		15,116		17,412		17,334			16,556		15,368
Trust income		2,282		3,348		2,854			2,850		3,134
Security gains, net		74		18		2,047			10,045		17
Insurance commissions		23,153		19,416		22,012			22,941		22,549
Other		9,070		8,430		6,270			9,486		9,316
Total noninterest revenue		72,360		65,335		62,055			75,144		68,311
NONINTEREST EXPENSE:
Salaries and employee benefits		74,931		70,512		71,851			70,142		70,375
Occupancy, net of rental income		10,066		10,315		11,144			10,232		10,671
Equipment		5,333		5,108		5,346			5,595		5,658
Deposit insurance assessments		5,383		5,674		3,781			6,436		5,425
Prepayment penalty on FHLB borrowings		—		—		—			9,778		—
Other		39,967		44,247		38,576			34,886		37,881
Total noninterest expenses		135,680		135,856		130,698			137,069		130,010
Income (loss) before income taxes		32,290		17,718		14,320			15,747		(5,741	)
Income tax expense (benefit)		9,424		4,415		2,386			2,921		(5,247	)
Net income (loss)	$	22,866	$	13,303	$	11,934		$	12,826	$	(494	)
Net income (loss) per share: Basic	$	0.25	$	0.16	$	0.14		$	0.15	$	(0.01	)
Diluted	$	0.25	$	0.16	$	0.14		$	0.15	$	(0.01	)

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BXS Announces First Quarter Results

Page 11

April 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-12			Dec-11			Sep-11			Jun-11			Mar-11
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,441,727		$	1,473,728		$	1,503,391		$	1,526,686		$	1,484,223
Real estate
Consumer mortgages		1,937,997			1,945,190			1,966,124			1,971,499			1,958,367
Home equity		501,331			514,362			523,030			531,787			531,406
Agricultural		256,683			239,487			249,715			255,310			250,393
Commercial and industrial-owner occupied		1,287,542			1,301,575			1,329,644			1,366,734			1,316,824
Construction, acquisition and development		858,110			908,362			976,694			1,060,675			1,117,335
Commercial real estate		1,742,001			1,754,022			1,772,003			1,764,648			1,831,226
Credit cards		100,527			106,281			103,232			101,955			100,732
All other		612,005			627,304			632,072			635,259			623,330
Total loans	$	8,737,923		$	8,870,311		$	9,055,905		$	9,214,553		$	9,213,836
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	195,118		$	199,686		$	197,627		$	198,333		$	196,913
Loans and leases charged off:
Commercial and industrial		(4,272	)		(1,677	)		(1,295	)		(5,556	)		(8,809	)
Real estate
Consumer mortgages		(4,216	)		(2,953	)		(2,344	)		(1,629	)		(3,260	)
Home equity		(851	)		(1,667	)		(1,712	)		(1,391	)		(1,082	)
Agricultural		(96	)		(110	)		(2,345	)		(373	)		(592	)
Commercial and industrial-owner occupied		(3,868	)		(1,136	)		(4,222	)		(3,228	)		(1,716	)
Construction, acquisition and development		(11,394	)		(10,539	)		(7,697	)		(16,783	)		(32,343	)
Commercial real estate		(2,809	)		(6,858	)		(4,467	)		(1,597	)		(4,514	)
Credit cards		(562	)		(706	)		(760	)		(725	)		(881	)
All other		(758	)		(794	)		(770	)		(4,971	)		(553	)
Total loans charged off		(28,826	)		(26,440	)		(25,612	)		(36,253	)		(53,750	)
Recoveries:
Commercial and industrial		1,542			446			348			589			184
Real estate
Consumer mortgages		323			263			485			220			143
Home equity		315			43			51			46			45
Agricultural		10			76			—			45			2
Commercial and industrial-owner occupied		351			100			99			21			173
Construction, acquisition and development		2,155			971			923			1,493			564
Commercial real estate		383			340			300			392			13
Credit cards		118			168			141			239			255
All other		288			215			212			262			312
Total recoveries		5,485			2,622			2,559			3,307			1,691
Net charge-offs		(23,341	)		(23,818	)		(23,053	)		(32,946	)		(52,059	)
Provision charged to operating expense		10,000			19,250			25,112			32,240			53,479
Balance, end of period	$	181,777		$	195,118		$	199,686		$	197,627		$	198,333
Average loans for period	$	8,791,542		$	8,954,229		$	9,138,414		$	9,249,127		$	9,300,029
Ratio:
Net charge-offs to average loans (annualized)		1.06	%		1.06	%		1.01	%		1.42	%		2.24	%

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BXS Announces First Quarter Results

Page 12

April 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-12			Dec-11			Sep-11			Jun-11			Mar-11
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	11,025		$	12,260		$	11,122		$	9,337		$	14,655
Real estate
Consumer mortgages		46,562			47,878			44,100			34,174			36,025
Home equity		2,687			2,036			2,634			1,232			1,543
Agricultural		4,254			4,179			6,254			8,526			7,597
Commercial and industrial-owner occupied		32,842			33,112			26,977			26,387			24,638
Construction, acquisition and development		115,649			133,110			171,566			200,434			224,847
Commercial real estate		35,715			40,616			49,500			48,571			58,945
Credit cards		509			594			551			546			617
All other		3,984			3,013			1,775			1,869			1,859
Total nonaccrual loans and leases	$	253,227		$	276,798		$	314,479		$	331,076		$	370,726
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	10		$	12		$	1,846		$	118		$	501
Real estate
Consumer mortgages		1,314			2,974			4,136			2,482			3,152
Home equity		—			—			134			242			139
Agricultural		—			—			131			—			7
Commercial and industrial-owner occupied		—			—			42			—			255
Construction, acquisition and development		—			—			290			432			19
Commercial real estate		—			—			106			19			7
Credit cards		228			299			257			299			240
All other		146			149			412			388			509
Total loans and leases 90+ days past due, still accruing		1,698			3,434			7,354			3,980			4,829
Restructured Loans and Leases, Still Accruing		30,311			42,018			40,966			44,786			49,472
Total non-performing loans and leases		285,236			322,250			362,799			379,842			425,027
OTHER REAL ESTATE OWNED:		167,808			173,805			162,686			151,204			136,412
Total Non-performing Assets	$	453,044		$	496,055		$	525,485		$	531,046		$	561,439
Additions to Nonaccrual Loans and Leases During the Quarter	$	40,392		$	39,474		$	60,799		$	50,427		$	111,241
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	4,809		$	8,065		$	9,759		$	7,903		$	8,407
Real estate
Consumer mortgages		10,736			15,864			20,144			18,621			17,136
Home equity		2,248			2,037			2,066			2,916			2,492
Agricultural		663			339			1,485			2,901			818
Commercial and industrial-owner occupied		3,332			2,154			7,348			2,786			4,369
Construction, acquisition and development		2,431			2,714			4,469			4,939			8,047
Commercial real estate		2,104			3,292			5,136			4,091			7,090
Credit cards		686			802			851			785			969
All other		1,983			2,280			2,832			3,005			2,192
Total Loans and Leases 30-89 days past due, still accruing	$	28,992		$	37,547		$	54,090		$	47,947		$	51,520
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.45	%		0.86	%		1.10	%		1.39	%		2.30	%
Allowance for credit losses to net loans and leases		2.08	%		2.20	%		2.21	%		2.14	%		2.15	%
Allowance for credit losses to non-performing assets		40.12	%		39.33	%		38.00	%		37.21	%		35.33	%
Allowance for credit losses to non-performing loans and leases		63.73	%		60.55	%		55.04	%		52.03	%		46.66	%
Non-performing loans and leases to net loans and leases		3.26	%		3.63	%		4.01	%		4.12	%		4.61	%
Non-performing assets to net loans and leases		5.18	%		5.59	%		5.80	%		5.76	%		6.09	%

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BXS Announces First Quarter Results

Page 13

April 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-12			Dec-11			Sep-11			Jun-11			Mar-11
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	4,683		$	2,138		$	10,349		$	19,116		$	21,051
One-to-four family construction		159,281			169,827			181,445			198,809			212,435
Recreation and all other loans		63,407			67,235			61,084			66,366			63,686
Commercial construction		122,173			130,124			140,570			160,834			155,402
Commercial acquisition and development		191,783			197,044			206,516			222,460			244,950
Residential acquisition and development		316,783			341,994			376,730			393,090			419,811
Total outstanding balance	$	858,110		$	908,362		$	976,694		$	1,060,675		$	1,117,335
Nonaccrual CAD Loans
Multi-family construction	$	—		$	1,067		$	—		$	9,174		$	8,352
One-to-four family construction		11,953			14,690			17,937			24,537			33,570
Recreation and all other loans		386			436			712			774			708
Commercial construction		3,702			5,235			10,159			16,618			20,889
Commercial acquisition and development		23,464			23,968			31,862			37,207			47,200
Residential acquisition and development		76,144			87,714			110,896			112,124			114,128
Total nonaccrual CAD loans		115,649			133,110			171,566			200,434			224,847
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		—			—			—			—			—
Commercial acquisition and development		—			—			—			—			—
Residential acquisition and development		—			—			79			430			17
Total CAD loans 90+ days past due, still accruing		—			—			290			432			19
Restructured CAD Loans, Still Accruing
Multi-family construction		—			—			—			—			—
One-to-four family construction		799			318			321			1,697			113
Recreation and all other loans		847			852			24			24			—
Commercial construction		977			—			—			—			—
Commercial acquisition and development		2,975			433			1,415			1,415			834
Residential acquisition and development		106			446			410			2,274			3,408
Total restructured CAD loans, still accruing		5,704			2,049			2,170			5,410			4,355
Total Non-performing CAD loans	$	121,353		$	135,159		$	174,026		$	206,276		$	229,221
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			49.9	%		—			48.0	%		39.7	%
One-to-four family construction		8.0	%		8.8	%		10.2	%		13.2	%		15.9	%
Recreation and all other loans		1.9	%		1.9	%		1.2	%		1.2	%		1.1	%
Commercial construction		3.8	%		4.0	%		7.2	%		10.3	%		13.4	%
Commercial acquisition and development		13.8	%		12.4	%		16.1	%		17.4	%		19.6	%
Residential acquisition and development		24.1	%		25.8	%		29.6	%		29.2	%		28.0	%
Total CAD NPL as a % of outstanding CAD balance		14.1	%		14.9	%		17.8	%		19.4	%		20.5	%

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BXS Announces First Quarter Results

Page 14

April 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	March 31, 2012
	Pass		Special Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,376,983	$	6,449	$	47,783	$	4,159	$	247	$	6,106	$	1,441,727
Real estate
Consumer mortgages		1,729,187		23,918		151,679		4,351		446		28,416		1,937,997
Home equity		476,300		2,793		19,626		754		275		1,583		501,331
Agricultural		229,865		1,936		21,763		20		—		3,099		256,683
Commercial and industrial-owner occupied		1,151,368		24,662		83,041		230		89		28,152		1,287,542
Construction, acquisition and development		601,396		22,939		121,556		956		—		111,263		858,110
Commercial real estate		1,491,021		47,535		171,891		72		—		31,482		1,742,001
Credit cards		100,527		—		—		—		—		—		100,527
All other		575,399		16,685		18,222		678		10		1,011		612,005
Total loans	$	7,732,046	$	146,917	$	635,561	$	11,220	$	1,067	$	211,112	$	8,737,923

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BXS Announces First Quarter Results

Page 15

April 23, 2012

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	As of
	Mar-12			Dec-11			Sep-11			Jun-11			Mar-11
Unpaid principal balance of impaired loans	$	266,483		$	287,099		$	342,839		$	374,760		$	423,497
Cumulative charge-offs on impaired loans		55,371			52,176			62,950			71,103			84,676
Impaired nonaccrual loan and lease outstanding balance		211,112			234,923			279,889			303,657			338,821
Other non-accrual loans and leases not impaired		42,115			41,875			34,590			27,419			31,905
Total non-accrual loans and leases	$	253,227		$	276,798		$	314,479		$	331,076		$	370,726
Allowance for impaired loans		25,546			39,708			38,657			46,810			49,419
Nonaccrual loans and leases, net of specific reserves	$	227,681		$	237,090		$	275,822		$	284,266		$	321,307
Loans and leases 90+ days past due, still accruing	$	1,698		$	3,434		$	7,354		$	3,980		$	4,829
Restructured loans and leases, still accruing		30,311			42,018			40,966			44,786			49,472
Total non-performing loans and leases	$	285,236		$	322,250		$	362,799		$	379,842		$	425,027
Allowance for impaired loans	$	25,546		$	39,708		$	38,657		$	46,810		$	49,419
Allowance for all other loans and leases		156,231			155,410			161,029			150,817			148,914
Total allowance for credit losses	$	181,777		$	195,118		$	199,686		$	197,627		$	198,333
Outstanding balance of impaired loans	$	211,112		$	234,923		$	279,889		$	303,657		$	338,821
Allowance for impaired loans		25,546			39,708			38,657			46,810			49,419
Net book value of impaired loans	$	185,566		$	195,215		$	241,232		$	256,847		$	289,402
Net book value of impaired loans as a % of unpaid principal balance		70	%		68	%		70	%		69	%		68	%
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases		371	%		371	%		466	%		550	%		467	%
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases		211	%		178	%		194	%		198	%		173	%

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BXS Announces First Quarter Results

Page 16

April 23, 2012

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	March 31, 2012
	Alabama and Florida Panhandle		Arkansas		Mississippi		Missouri		Greater Memphis Area		Tennessee		Texas and Louisiana		Other		Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	56,958	$	165,503	$	333,153	$	51,881	$	16,991	$	78,288	$	249,569	$	489,384	$	1,441,727
Real estate
Consumer mortgages		108,285		270,476		757,160		55,566		82,585		166,615		444,094		53,216		1,937,997
Home equity		57,995		39,922		170,628		24,849		67,484		75,894		62,253		2,306		501,331
Agricultural		5,775		83,839		72,900		3,937		9,262		13,199		62,470		5,301		256,683
Commercial and industrial-owner occupied		114,985		166,065		453,201		68,002		95,874		95,133		244,967		49,315		1,287,542
Construction, acquisition and development		104,362		69,566		244,459		48,115		95,198		92,608		185,781		18,021		858,110
Commercial real estate		203,365		342,591		342,816		219,999		115,186		101,142		362,700		54,202		1,742,001
Credit cards		—		—		—		—		—		—		—		100,527		100,527
All other		31,347		88,646		195,309		5,662		57,105		47,204		95,521		91,211		612,005
Total loans	$	683,072	$	1,226,608	$	2,569,626	$	478,011	$	539,685	$	670,083	$	1,707,355	$	863,483	$	8,737,923
CAD PORTFOLIO:
Multi-family construction	$	2,634	$	—	$	11	$	—	$	—	$	675	$	1,363	$	—	$	4,683
One-to-four family construction		26,983		12,703		41,728		6,787		9,580		28,030		32,890		580		159,281
Recreation and all other loans		1,735		8,937		31,632		562		3,174		845		16,522		—		63,407
Commercial construction		14,363		5,930		36,794		2,619		9,093		19,605		30,253		3,516		122,173
Commercial acquisition and development		13,905		16,392		52,641		15,018		32,228		16,719		38,903		5,977		191,783
Residential acquisition and development		44,742		25,604		81,653		23,129		41,123		26,734		65,850		7,948		316,783
Total CAD loans	$	104,362	$	69,566	$	244,459	$	48,115	$	95,198	$	92,608	$	185,781	$	18,021	$	858,110
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	2,455	$	2,175	$	789	$	3,414	$	7	$	215	$	2,756	$	669	$	12,480
Real estate
Consumer mortgages		5,655		4,716		12,654		5,172		3,074		5,820		7,171		7,963		52,225
Home equity		952		26		406		—		487		501		313		2		2,687
Agricultural		96		214		1,007		1,388		1,296		252		—		1		4,254
Commercial and industrial-owner occupied		8,923		6,164		7,344		1,567		4,402		5,508		3,183		2		37,093
Construction, acquisition and development		20,596		5,702		7,932		13,813		24,274		15,866		31,272		1,898		121,353
Commercial real estate		10,500		1,813		8,113		12,649		3,190		5,116		3,500		1,963		46,844
Credit cards		—		—		—		—		—		—		—		3,060		3,060
All other		325		2,204		1,053		118		31		1,157		198		154		5,240
Total loans	$	49,502	$	23,014	$	39,298	$	38,121	$	36,761	$	34,435	$	48,393	$	15,712	$	285,236

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BXS Announces First Quarter Results

Page 17

April 23, 2012

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	March 31, 2012
	Alabama and Florida Panhandle			Arkansas			Mississippi			Missouri			Greater Memphis Area			Tennessee		Texas and Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	423		$	16		$	—		$	—		$	821		$	—	$	—	$	—	$	1,260
Real estate																							—
Consumer mortgages		3,505			615			2,970			—			4,713			3,523		111		3,377		18,814
Home equity		—			26			22			—			586			141		—		—		775
Agricultural		902			—			730			—			1,164			2,371		—		—		5,167
Commercial and industrial-owner occupied		1,564			656			2,583			2,113			1,829			164		174		291		9,374
Construction, acquisition and development		16,179			1,766			25,510			1,965			46,007			19,458		2,630		—		113,515
Commercial real estate		3,557			1,744			3,241			307			7,318			—		233		579		16,979
All other		209			83			990			117			437			—		55		33		1,924
Total loans	$	26,339		$	4,906		$	36,046		$	4,502		$	62,875		$	25,657	$	3,203	$	4,280	$	167,808
	Quarter Ended
	Mar-12			Dec-11			Sep-11			Jun-11			Mar-11
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	173,805		$	162,686		$	151,204		$	136,412		$	133,412
Additions to foreclosed properties
New foreclosed property		10,766			36,507			29,063			38,199			21,464
Reductions in foreclosed properties
Sales		(11,771	)		(16,688	)		(13,136	)		(21,135	)		(13,528	)
Writedowns		(4,992	)		(8,700	)		(4,445	)		(2,272	)		(4,936	)
Balance, end of period	$	167,808		$	173,805		$	162,686		$	151,204		$	136,412
FORECLOSED PROPERTY EXPENSE
Loss (gain) on sale of other real estate owned	$	770		$	711		$	16		$	(140	)	$	492
Writedown of other real estate owned		4,992			8,700			4,445			2,272			4,936
Other foreclosed property expense		2,648			1,422			1,655			1,633			1,654
Total foreclosed property expense	$	8,410		$	10,833		$	6,116		$	3,765		$	7,082

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BXS Announces First Quarter Results

Page 18

April 23, 2012

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-12		Dec-11		Sep-11			Jun-11		Mar-11
NONINTEREST REVENUE:
Mortgage lending	$	15,142	$	8,928	$	(1,443	)	$	2,003	$	7,581
Credit card, debit card and merchant fees		7,523		7,783		12,981			11,263		10,346
Service charges		15,116		17,412		17,334			16,556		15,368
Trust income		2,282		3,348		2,854			2,850		3,134
Securities gains, net		74		18		2,047			10,045		17
Insurance commissions		23,153		19,416		22,012			22,941		22,549
Annuity fees		642		382		552			1,094		1,296
Brokerage commissions and fees		1,438		1,215		1,627			1,437		1,638
Bank-owned life insurance		2,613		2,007		1,734			2,223		1,699
Other miscellaneous income		4,377		4,826		2,357			4,732		4,683
Total noninterest revenue	$	72,360	$	65,335	$	62,055		$	75,144	$	68,311
NONINTEREST EXPENSE:
Salaries and employee benefits	$	74,931	$	70,512	$	71,851		$	70,142	$	70,375
Occupancy, net of rental income		10,066		10,315		11,144			10,232		10,671
Equipment		5,333		5,108		5,346			5,595		5,658
Deposit insurance assessments		5,383		5,674		3,781			6,436		5,425
Prepayment penalty on FHLB borrowings		—		—		—			9,778		—
Advertising		841		1,778		1,140			1,291		889
Foreclosed property expense		8,409		10,833		6,116			3,765		7,082
Telecommunications		2,206		2,110		2,097			2,036		2,143
Public relations		1,466		1,244		1,415			1,554		1,514
Data processing		2,764		2,398		2,614			2,365		2,301
Computer software		1,803		1,892		1,863			1,899		1,848
Amortization of intangibles		763		813		823			833		854
Legal		2,216		3,947		1,467			1,158		2,598
Postage and shipping		1,255		1,163		1,182			1,171		1,297
Other miscellaneous expense		18,244		18,069		19,859			18,814		17,355
Total noninterest expense	$	135,680	$	135,856	$	130,698		$	137,069	$	130,010
INSURANCE COMMISSIONS:
Property and casualty commissions	$	14,430	$	14,033	$	16,226		$	16,527	$	13,683
Life and health commissions		4,724		4,024		4,359			4,301		4,477
Risk management income		655		597		703			596		713
Other		3,344		762		724			1,517		3,676
Total insurance commissions	$	23,153	$	19,416	$	22,012		$	22,941	$	22,549

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BXS Announces First Quarter Results

Page 19

April 23, 2012

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Mar-12			Dec-11			Sep-11			Jun-11			Mar-11
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	30,174		$	29,159		$	39,455		$	42,306		$	38,642
Additions to mortgage servicing rights:
Originations of servicing assets		3,525			3,754			3,127			2,380			2,431
Changes in fair value:
Due to payoffs/paydowns		(1,726	)		(1,745	)		(1,745	)		(1,390	)		(1,300	)
Due to change in valuation inputs or assumptions used in the valuation model		3,697			(991	)		(11,676	)		(3,839	)		2,540
Other changes in fair value		(2	)		(3	)		(2	)		(2	)		(7	)
Fair value, end of period	$	35,668		$	30,174		$	29,159		$	39,455		$	42,306
MORTGAGE LENDING REVENUE:
Production revenue:
Origination	$	9,720		$	8,308		$	8,688		$	4,066		$	3,224
Servicing		3,451			3,356			3,290			3,166			3,117
Payoffs/Paydowns		(1,726	)		(1,745	)		(1,745	)		(1,390	)		(1,300	)
Total production revenue		11,445			9,919			10,233			5,842			5,041
Market value adjustment		3,697			(991	)		(11,676	)		(3,839	)		2,540
Total mortgage lending revenue (loss)	$	15,142		$	8,928		$	(1,443	)	$	2,003		$	7,581
HELD-TO-MATURITY SECURITIES, at amortized cost
U.S. Government agencies	$	—		$	—		$	—		$	—		$	1,278,185
Obligations of states and political subdivisions		—			—			—			—			389,018
Total held-to-maturity securities	$	—		$	—		$	—		$	—		$	1,667,203
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,578,441		$	1,501,243		$	1,497,456		$	1,599,231		$	459,763
Government agency issued residential mortgage-back securities		385,146			404,610			420,689			430,402			529,302
Government agency issued commercial mortgage-back securities		31,647			34,599			34,475			31,627			30,938
Obligations of states and political subdivisions		568,642			563,520			519,431			486,653			111,380
Other		9,659			9,546			9,504			12,911			14,080
Total available-for-sale securities	$	2,573,535		$	2,513,518		$	2,481,555		$	2,560,824		$	1,145,463

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BXS Announces First Quarter Results

Page 20

April 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended March 31, 2012
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	8,852,792		$	110,407		5.02	%
Available-for-sale securities:
Taxable		2,058,859			11,272		2.20	%
Tax-exempt		449,082			6,547		5.86	%
Short-term investments		603,988			401		0.27	%
Total interest earning assets and revenue		11,964,721			128,627		4.32	%
Other assets		1,325,795
Less: allowance for credit losses		(202,158	)
Total	$	13,088,358
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,960,060		$	4,449		0.36	%
Savings		1,027,611			714		0.28	%
Other time		2,916,910			11,291		1.56	%
Short-term borrowings		359,690			83		0.09	%
Junior subordinated debt		160,312			2,879		7.22	%
Long-term debt		33,500			349		4.19	%
Total interest bearing liabilities and expense		9,458,083			19,765		0.84	%
Demand deposits - noninterest bearing		2,139,371
Other liabilities		127,195
Total liabilities		11,724,649
Shareholders’ equity		1,363,709
Total	$	13,088,358
Net interest revenue				$	108,862
Net interest margin							3.66	%
Net interest rate spread							3.48	%
Interest bearing liabilities to interest earning assets							79.05	%
Net interest tax equivalent adjustment				$	3,252

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BXS Announces First Quarter Results

Page 21

April 23, 2012

BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)

	Quarter Ended December 31, 2011
(Taxable equivalent basis)	Average Balance			Interest		Yield/ Rate
ASSETS
Loans, loans held for sale, and leases net of unearned income	$	9,022,010		$	114,094		5.02	%
Available-for-sale securities:
Taxable		2,083,983			11,891		2.26	%
Tax-exempt		425,960			6,396		5.96	%
Short-term investments		386,405			253		0.26	%
Total interest earning assets and revenue		11,918,358			132,634		4.42	%
Other assets		1,336,426
Less: allowance for credit losses		(208,005	)
Total	$	13,046,779
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand - interest bearing	$	4,714,059		$	4,737		0.40	%
Savings		975,892			746		0.30	%
Other time		3,078,376			13,104		1.69	%
Short-term borrowings		432,539			95		0.09	%
Junior subordinated debt		160,312			2,871		7.11	%
Long-term debt		33,500			350		4.15	%
Total interest bearing liabilities and expense		9,394,678			21,903		0.92	%
Demand deposits - noninterest bearing		2,248,904
Other liabilities		134,292
Total liabilities		11,777,874
Shareholders’ equity		1,268,905
Total	$	13,046,779
Net interest revenue				$	110,731
Net interest margin							3.69	%
Net interest rate spread							3.49	%
Interest bearing liabilities to interest earning assets							78.83	%
Net interest tax equivalent adjustment				$	3,241

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BXS Announces First Quarter Results

Page 22

April 23, 2012

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 First Quarter Results

Page 23

April 23, 2012

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 First Quarter Results

Page 24

April 23, 2012

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 First Quarter Results

Page 25

April 23, 2012

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):

	March 31,						December 31,
	2012			2011			2011
Tangible assets
Total assets	$	13,307,572		$	13,547,238		$	12,995,851
Less: Goodwill		271,297			271,297			271,297
Other identifiable intangible assets		15,850			18,844			16,613
Total tangible assets	$	13,020,425		$	13,257,097		$	12,707,941
Tangible shareholders’ equity
Total shareholders’ equity	$	1,392,199		$	1,211,061		$	1,262,912
Less: Goodwill		271,297			271,297			271,297
Other identifiable intangible assets		15,850			18,844			16,613
Total tangible shareholders’ equity	$	1,105,052		$	920,920		$	975,002
Tangible shareholders’ equity to tangible assets		8.49	%		6.95	%		7.67	%

(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.

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EX-99.2

BancorpSouth, Inc.

Financial Information

As of March 31, 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 long-term prospects for shareholder value, the impact of the prevailing economy, the use of non-GAAP financial measures, disposition of

ORE, internal initiatives, 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 may include, but are not limited to, conditions in the financial markets and economic conditions

generally, the ongoing debt crisis and the downgrade of the sovereign credit ratings for various nations, 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, losses resulting from the significant amount of the Company’s other real estate owned, limitations on the Company’s ability to declare and

pay dividends, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk,

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 the Company’s information system security, the failure of certain third party vendors to perform, 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, the effectiveness of the Company’s internal controls, 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.

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 common equity to tangible assets is important to investors who are interested in

evaluating the adequacy of the Company’s capital levels.

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

3

Financial Highlights

At and for the three months ended March 31, 2012

Net income of $22.9 million, or $0.25 per diluted share

Continued improvement in many credit quality indicators including the

provision for credit losses, total NPLs and NPAs, net charge-offs, and

near-term past dues

Net interest margin remained relatively stable at 3.66%

Mortgage production increased to $395 million, and mortgage lending

contributed $15.1 million of non-interest revenue including a positive

MSR valuation adjustment of $3.7 million

Capital levels improved:

3/31/12

12/31/11

3/31/11

Equity/Assets

10.46%

9.72%

8.94%

TIER I Leverage Capital

9.85%

8.85%

8.01%

Total Capital

14.39%    13.03%

11.92%

4

Provision for credit losses declined $9.3 million, or 48.1%, from the

previous quarter

NPLs decreased $37.0 million, or 11.5%, and NPAs declined $43.0 million,

or 8.7%, from the previous quarter

Nonaccrual loan formation remained relatively flat at $40.4 million,

compared to $39.5 million for the fourth quarter of 2011

54% of non-accrual loans were paying as agreed

Loans 30-89 days past due, still accruing, declined from $37.5 million as

of

12/31/11 to $29.0 million as of 3/31/12

OREO decreased $6.0 million, or 3.5%, from the previous quarter

Credit Quality Highlights

At and for the three months ended March 31, 2012

“Paying as Agreed”

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

5

6

Recent Operating Results

Dollars in millions, except per share data

NM –

Not meaningful

3/31/12

12/31/11

3/31/11

Net interest revenue

$105.6

$107.5

$109.4

(3.5)

%

Provision for credit losses

10.0

19.3

53.5

(81.3)

Noninterest revenue

72.4

65.3

68.3

5.9

Noninterest expense

135.7

135.9

130.0

4.4

Income (loss) before income taxes

32.3

17.7

(5.7)

NM

Income tax provision (benefit)

9.4

4.4

(5.2)

NM

Net income (loss)

$22.9

$13.3

($0.5)

NM

Net income (loss) per share:  diluted

$0.25

$0.16

($0.01)

NM

      Three Months Ended

Q1'12 vs.

Q1'11

Noninterest Revenue

Dollars in thousands

NM –

Not meaningful

7

Q1 '12 vs.

3/31/12

12/31/11

3/31/11

Q1 '11

Mortgage origination and servicing

11,445

$

9,919

$  

5,041

$  

127.0

%

MSR valuation adjustment

3,697

(991)

2,540

45.6

Credit card, debit card and merchant fees

7,523

7,783

10,346

(27.3)

Service charges

15,116

17,412

15,368

(1.6)

Trust income

2,282

3,348

3,134

(27.2)

Security gains, net

74

18

17

NM

Insurance commissions

23,153

19,416

22,549

2.7

Other

9,070

8,430

9,316

(2.6)

        Total noninterest revenue

72,360

$

65,335

$

68,311

$

5.9

%

Three Months Ended

NPLs

Dollars in millions

Net loans and leases as of March 31, 2012

8

NPLs as a Percent

Outstanding

   NPLs

of Outstanding

Commercial and industrial

$1,441.7

$12.5

0.9

%

Real estate:

Consumer mortgages

1,938.0

52.2

2.7

Home equity

501.3

2.7

0.5

Agricultural

256.7

4.3

1.7

Commercial and industrial-owner occupied

1,287.5

37.1

2.9

Construction, acquisition and development

858.1

121.4

14.1

Commercial

1,742.0

46.8

2.7

Credit cards

100.5

3.1

3.0

All other

612.0

5.2

0.9

Total loans

$8,737.9

$285.2

3.3

%

Real Estate Construction, Acquisition and Development

Dollars in millions

Net loans and leases as of March 31, 2012

9

$0

$100

$200

$300

$400

$500

Multi

-Family

Construction

1-4 Family

Construction

Recreation & All

Other Loans

Commercial

Construction

Commercial A & D

Residential A & D

NPLs 

NPLs as a Percent of

Outstanding 

Multi-Family Construction

4.7

$        

-

$        

1-4 Family Construction

159.3

12.8

Recreation and All Other Loans

63.4

1.2

Commercial Construction

122.2

4.7

Commercial Acquisition and Development

191.8

26.4

Residential Acquisition and Development

316.8

76.3

Real Estate Construction, Acquisition

and Development

858.1

$    

121.4

$  

Outstanding 

13.8

24.1

14.1%

0.0%

8.0

1.9

3.8

Residential Acquisition and Development

10

Dollars in millions

$606

$456

$420

$393

$377

$342

$317

$200

$300

$400

$500

$600

$700

12/31/09

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

Newly Identified Non-Accrual Loans

Dollars in millions

Newly identified non-accrual loans based on the quarters ended for the dates shown

11

$136

$166

$131

$111

$50

$61

$39

$40

$131

$74

$60

$52

$48

$54

$38

$29

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

6/30/10

9/30/10

12/31/10

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

Newly Identified Non-Accrual Loans

Loans 30-89 Days Past Due, Still Accruing

Non-Accrual Loans

Dollars in millions

“Paying as Agreed”

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

54% of non-accrual loans were paying as agreed as of March 31, 2012

12

$0

$100

$200

$300

$400

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

Non-Accrual Lns Paying as Agreed

All Other Non-Accrual Lns

Dollars in millions

Net charge-offs based on the quarters ended for the dates shown

Net Charge-offs are Improving

% Avg. Loans

13

$52

$33

$23

$24

$23

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

$0

$10

$20

$30

$40

$50

$60

3/31/11

6/30/11

9/30/11

12/31/11

3/31/12

Net Charge-Offs

Net Charge-offs / Average loans

14

Internal Initiatives

Integration of specialty lending lines of business into the general banking

organization structure

Corporate Banking

Small Business Lending

Equipment Leasing

Home Equity Lines of Credit

Geographic reorganization from 10 regions to 4 regions

Northeast –

Central and North MS, Tennessee

Southeast –

Mid and South MS, Alabama, Florida

Northwest –

Arkansas, Missouri

Southwest –

Texas, Louisiana

15

Previous Regional Structure

New Regional Structure

16

Appendix

18

Non-GAAP Financial Reconciliation

Tangible Common Equity / Tangible Assets (TCE/TA)

As of

As of

As of

3/31/2012

12/31/2011

3/31/2011

(Dollars In Thousands)

Common Equity --> A

$1,392,199

$1,262,912

$1,211,061

Assets --> B

13,307,572

12,995,851

13,547,238

Intangibles --> C

287,147

287,910

290,141

Tangible Common Equity --> D=A-C

1,105,052

975,002

920,920

Tangible Assets --> E=B-C

13,020,425

12,707,941

13,257,097

TCE/TA --> D/E

8.49%

7.67%

6.95%