8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 22, 2014 (July 21, 2014)

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 July 21, 2014, BancorpSouth, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2014. 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 July 22, 2014 to discuss its financial results for the second quarter ended June 30, 2014. 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.

(d) Exhibits.

Exhibit 99.1	Press release issued on July 21, 2014 by BancorpSouth, Inc.
Exhibit 99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on July 22, 2014

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
	Senior Executive Vice President and Chief Administrative Officer

Date: July 22, 2014

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued on July 21, 2014 by BancorpSouth, Inc.
99.2	Presentation for conference call to be conducted by BancorpSouth, Inc. on July 22, 2014

EX-99.1

Exhibit 99.1

News Release

Contact:

William L. Prater	Will Fisackerly
Senior Executive Vice President and	Senior Vice President and
Chief Financial Officer	Director of Corporate Finance
662/680-2536	662/680-2475

BancorpSouth Announces Second Quarter 2014 Earnings of

$30.9 Million or $0.32 per Diluted Share; Merger Agreements with Ouachita Bancshares Corp. and Central Community Corporation Extended

TUPELO, MS, July 21, 2014/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended June 30, 2014, as well as the extension of the merger agreements with Ouachita Bancshares Corp. and Central Community Corporation.

Highlights for the second quarter of 2014 included:

• Net income of $30.9 million or $0.32 per diluted share.

• Net operating income of $31.5 million or $0.33 per diluted share.

• Acquired assets of Lafayette, Louisiana based Knox Insurance Group, LLC. Knox was formed in 1972 and currently produces annual revenues of approximately $3 million.

• Generated net loan growth of $243.3 million, or 10.8 percent annualized, which represents the fifth consecutive quarter of net loan growth.

• Mortgage loan production of $291.0 million, which contributed to mortgage lending revenue of $9.1 million for the quarter.

• Continued progress toward reducing core operating expenses.

• Net interest margin increased to 3.59 percent compared with 3.54 percent for the first quarter of 2014.

• Non-performing loans and leases (“NPLs”) declined $19.6 million, or 21.0 percent, compared to the first quarter of 2014, while non-performing assets (“NPAs”) decreased $27.9 million, or 17.8 percent, over the same period.

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

BXS Announces Second Quarter Results And Transactions Update

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July 21, 2014

The Company reported net income of $30.9 million, or $0.32 per diluted share, for the second quarter of 2014 compared with net income of $20.8 million, or $0.22 per diluted share, for the second quarter of 2013 and net income of $28.4 million, or $0.30 per diluted share, for the first quarter of 2014. Additionally, the Company reported net income of $59.3 million, or $0.62 per diluted share, for the first six months of 2014 compared to $41.6 million, or $0.44 per diluted share, for the first six months of 2013.

The Company reported net operating income (excluding merger related and other non-operating expenses) of $31.5 million, or $0.33 per diluted share, for the second quarter of 2014 compared to $27.5 million, or $0.29 per diluted share, for the second quarter of 2013 and $28.8 million, or $0.30 per diluted share, for the first quarter of 2014.

The Company and each of Ouachita Bancshares Corp. and Central Community Corporation have determined additional time will be required to obtain regulatory approvals and to satisfy closing conditions necessary to complete their respective mergers. The Company and each of Ouachita Bancshares Corp. and Central Community Corporation have extended their respective merger agreements to June 30, 2015.

“We continue to believe our proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation are in the best interest of our shareholders, customers and communities,” stated Dan Rollins, BancorpSouth Chairman and Chief Executive Officer.

As previously announced, the mergers have been unanimously approved by the boards of directors of all three companies, and by the shareholders of Ouachita Bancshares Corp. and Central Community Corporation. The transactions remain subject to required regulatory approvals and the satisfaction of other closing conditions.

The Company has learned that federal bank regulators have identified concerns during the course of routine supervisory activities regarding the Company’s procedures, systems and processes related to certain of its compliance programs, including its Bank Secrecy Act and anti-money-laundering programs. In addition, the Consumer Financial Protection Bureau currently is conducting a review of the Company’s fair lending practices.

Rollins continued, “While disappointed in the delay in being able to close these transactions, we are working diligently to resolve the compliance concerns that have been identified and to make the necessary improvements in our compliance programs. We are pleased with the confidence that our merger partners have demonstrated through the extension of the merger agreements.”

“Clearly, our financial performance continues to improve and reflect the internal progress that we have made both in shifting our focus towards growth and in continuing to challenge our cost structure. Our loan production efforts during the quarter resulted in net loan growth of over ten percent on an annualized basis. Our mortgage lending team produced over $290 million in mortgage loans and our insurance group continues to grow organically and benefit from the insurance transactions we recently closed. We also continue to challenge and reduce core operating costs, as evidenced by the decline seen in salaries and employee benefits. Total non-interest expense for the quarter was impacted by elevated other real estate costs and legal expense, as well as $1.0 million of merger-related expense. Otherwise, we continue to be pleased with the trends in our operating expenses,” Rollins added.

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Earnings for the quarter reflect no recorded provision for credit losses, which is consistent with no recorded provision for the first quarter of 2014 and a decline from $3.0 million for the second quarter of 2013. NPLs declined $19.6 million, or 21.0 percent, during the second quarter of 2014 to $73.7 million at June 30, 2014 compared with $93.3 million at March 31, 2014 and declined $94.3 million, or 56.1 percent, from $167.9 million at June 30, 2013. In addition, total NPAs declined $27.9 million, or 17.8 percent, to $128.9 million at June 30, 2014 compared with $156.9 million at March 31, 2014 and declined $127.5 million, or 49.7 percent, from $256.4 million at June 30, 2013. Net charge-offs were $2.6 million for the second quarter of 2014 compared with $3.5 million for the first quarter of 2014 and $4.6 million for the second quarter of 2013.

Net Interest Revenue

Net interest revenue was $103.1 million for the second quarter of 2014, an increase of 5.0 percent from $98.2 million for the second quarter of 2013 and an increase of 1.5 percent from $101.5 million for the first quarter of 2014. The fully taxable equivalent net interest margin was 3.59 percent for the second quarter of 2014 compared to 3.36 percent for the second quarter of 2013 and 3.54 percent for the first quarter of 2014. Yields on loans and leases declined to 4.38 percent for the second quarter of 2014 compared with 4.62 percent for the second quarter of 2013 and 4.48 percent for the first quarter of 2014, while yields on total interest earning assets were relatively flat at 3.88 percent for the second quarter of 2014 compared with 3.82 percent for the second quarter of 2013 and 3.85 percent for the first quarter of 2014. The average cost of deposits declined to 0.28 percent for the second quarter of 2014 from 0.39 percent for the second quarter of 2013 and 0.31 percent for the first quarter of 2014.

Asset, Deposit and Loan Activity

Total assets were $13.0 billion at June 30, 2014 compared with $13.2 billion at June 30, 2013. Total deposits were $10.7 billion at June 30, 2014 compared with $11.0 billion at June 30, 2013. Loans and leases, net of unearned income, were $9.3 billion at June 30, 2014 compared with $8.7 billion at June 30, 2013.

The decrease in time deposits of $332.1 million, or 13.4 percent, at June 30, 2014 compared to June 30, 2013 was partially offset by growth in noninterest bearing demand deposits, which increased $107.5 million, or 4.1 percent, over the same period. Additionally, savings deposits increased $88.7 million, or 7.3 percent, while interest bearing demand deposits declined $155.3 million, or 3.3 percent, over the same period. As of June 30, 2014, $834.1 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.77 percent.

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BXS Announces Second Quarter Results And Transactions Update

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Provision for Credit Losses and Allowance for Credit Losses

For the second quarter of 2014, no provision for credit losses was recorded, compared with $3.0 million for the second quarter of 2013 and no provision for the first quarter of 2014. Net charge-offs for the second quarter of 2014 were $2.6 million, compared with $4.6 million for the second quarter of 2013 and $3.5 million for the first quarter of 2014. Recoveries of previously charged-off loans were $3.0 million for the second quarter of 2014, compared with $7.7 million for the second quarter of 2013 and $4.5 million for the first quarter of 2014. Annualized net charge-offs were 0.11 percent of average loans and leases for the second quarter of 2014, compared with 0.21 percent for the second quarter of 2013 and 0.16 percent for the first quarter of 2014.

NPLs were $73.7 million, or 0.79 percent of net loans and leases, at June 30, 2014, compared with $167.9 million, or 1.94 percent of net loans and leases, at June 30, 2013, and $93.3 million, or 1.03 percent of net loans and leases, at March 31, 2014. The allowance for credit losses was $147.1 million, or 1.58 percent of net loans and leases, at June 30, 2014 compared with $161.0 million, or 1.86 percent of net loans and leases, at June 30, 2013 and $149.7 million, or 1.65 percent of net loans and leases, at March 31, 2014.

NPLs at June 30, 2014 consisted primarily of $64.5 million of nonaccrual loans, compared with $77.5 million of nonaccrual loans at March 31, 2014. Payments received on nonaccrual loans during the second quarter of 2014 totaled $12.9 million, compared with payments received on such loans of $23.2 million during the first quarter of 2014. NPLs at June 30, 2014 also included $2.4 million of loans 90 days or more past due and still accruing, compared with $1.9 million of such loans at March 31, 2014, and included restructured loans still accruing of $6.7 million at June 30, 2014, compared with $13.8 million of such loans at March 31, 2014. Early stage past due loans, representing loans 30-89 days past due, totaled $28.8 million at June 30, 2014 compared to $28.3 million at March 31, 2014.

Included in nonaccrual loans at June 30, 2014 were $36.6 million of loans, or 56.7 percent of total nonaccrual loans, that were paying as agreed, compared with $44.2 million, or 57.0 percent of total nonaccrual loans, at March 31, 2014. 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 would 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.

Other real estate owned (“OREO”) decreased $8.3 million to $55.3 million during the second quarter of 2014 from $63.6 million at March 31, 2014. This net decrease reflected $4.1 million of OREO added through foreclosure, offset by sales of OREO of $10.3 million. Write-downs in the value of existing properties were $2.2 million for the second quarter of 2014 compared to $1.8 million for the first quarter of 2014. Sales of OREO during the second quarter of 2014 resulted in a net loss of $1.1 million compared to a net loss of $0.5 million for the first quarter of 2014. At June 30, 2014, OREO was carried at 44.2 percent of the aggregate loan balances at the time of foreclosure, compared with 44.5 percent at March 31, 2014.

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Noninterest Revenue

Noninterest revenue was $69.8 million for the second quarter of 2014, compared with $76.1 million for the second quarter of 2013 and $66.5 million for the first quarter of 2014. These results included a negative mortgage servicing rights (“MSR”) valuation adjustment of $2.1 million for the second quarter of 2014 compared with a positive MSR valuation adjustment of $5.3 million for the second quarter of 2013 and a negative MSR valuation adjustment of $1.5 million for the first quarter of 2014.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $11.2 million for the second quarter of 2014, compared with $12.6 million for the second quarter of 2013 and $4.9 million for the first quarter of 2014. Mortgage origination volume for the second quarter of 2014 was $291.0 million, compared with $435.0 million for the second quarter of 2013 and $197.1 million for the first quarter of 2014.

Credit and debit card fee revenue was $8.6 million for the second quarter of 2014, compared with $8.3 million for the second quarter of 2013 and $7.8 million for the first quarter of 2014. Deposit service charge revenue was $12.4 million for the second quarter of 2014, compared with $12.8 million for the second quarter of 2013 and $12.5 million for the first quarter of 2014. Insurance commission revenue was $28.6 million for the second quarter of 2014, compared with $25.9 million for the second quarter of 2013 and $31.6 million for the first quarter of 2014.

Noninterest Expense

Noninterest expense for the second quarter of 2014 was $128.0 million, compared with $142.3 million for the second quarter of 2013 and $126.7 million for the first quarter of 2014. Salaries and employee benefits expense declined to $74.7 million for the second quarter of 2014 compared to $78.3 million for the second quarter of 2013 and $78.9 million for the first quarter of 2014. Foreclosed property expense was $4.2 million for the second quarter of 2014 compared with $3.2 million for the second quarter of 2013 and $2.6 million for the first quarter of 2014. Deposit insurance assessments were $2.0 million for the second quarter of 2014 compared to $2.9 million for the second quarter of 2013 and $1.6 million for the first quarter of 2014. Noninterest expense for the second quarter of 2013 included a pre-tax charge of $10.9 million related to the Voluntary Early Retirement Program (“VERO”).

Capital Management

BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 13.09 percent at June 30, 2014 and total risk based capital of 14.35 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for “well capitalized” classification. The Company’s equity capitalization consists of 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 12.24 percent at June 30, 2014, compared with 11.04 percent at June 30, 2013 and 11.83 percent at March 31, 2014. The ratio of tangible shareholders’ equity to tangible assets was 10.03 percent at June 30, 2014, compared with 9.04 percent at June 30, 2013 and 9.69 percent at March 31, 2014.

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BXS Announces Second Quarter Results And Transactions Update

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Transaction Closings and Announcements

On December 18, 2013, BancorpSouth Insurance Services, Inc. acquired the assets of Houston, Texas based GEM Insurance Agencies, LP (“GEM”). GEM was formed in 1954 and produces annual commission revenues of approximately $9 million. As a part of the transaction, the Company’s existing Houston office re-located into GEM’s current office located at 3355 West Alabama Street in Houston. The combined operations are expected to produce annual revenues of approximately $11 million.

On January 8, 2014, the Company announced the signing of a definitive merger agreement with Ouachita Bancshares Corp., parent company of Ouachita Independent Bank (collectively referred to as “OIB”), headquartered in Monroe, Louisiana, pursuant to which Ouachita Bancshares Corp. will be merged with and into the Company. OIB operates 12 full-service banking offices along the I-20 corridor and has loan production offices in Madison, Mississippi and Natchitoches, Louisiana. As of June 30, 2014, OIB, on a consolidated basis, reported total assets of $645.2 million, total loans of $484.6 million and total deposits of $538.3 million. Under the terms of the definitive agreement, the Company will issue approximately 3,675,000 shares of the Company’s common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp.’s capital stock, subject to certain conditions and potential adjustments. The terms of the amended agreement provide for a minimum total deal value of $107.5 million but also allow Ouachita Bancshares Corp. to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The merger has been unanimously approved by the Board of Directors of each company and was approved by OIB shareholders on April 8, 2014. As previously discussed, the merger agreement has been extended to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The transaction is expected to close shortly after receiving all required regulatory approvals, though the Company can provide no assurance that the merger will close timely or at all.

On January 21, 2014, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation will be merged with and into the Company. Central Community Corporation is the parent company of First State Bank Central Texas (“First State Bank”), which is headquartered in Austin, Texas. First State Bank operates 31 full-service banking offices in central Texas. As of June 30, 2014, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $562.0 million and total deposits of $1.1 billion. Under the terms of the definitive agreement, the Company will issue approximately 7,250,000 shares of the Company’s common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation’s capital stock, subject to certain conditions and potential adjustments. The terms of the amended agreement provide for a minimum total deal value of $191.0 million but also allow Central Community Corporation to terminate the agreement if the average closing price of the Company’s common stock declines below a certain threshold prior to closing. The merger has been unanimously approved by the Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014. As previously discussed, the merger agreement has been extended to allow

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for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The transaction is expected to close shortly after receiving all required regulatory approvals, though the Company can provide no assurance that the merger will close timely or at all.

On April 9, 2014, BancorpSouth Insurance Services, Inc. acquired assets of Lafayette, Louisiana based Knox Insurance Group, LLC. Knox was formed in 1972 and currently produces annual revenues of approximately $3 million. Knox will continue to operate under current leadership in Lafayette.

Summary

Rollins concluded, “While the delay in being able to close the two pending bank transactions is unfortunate, it does not impact our ability to continue to do the things internally that improve performance. Our lending team continues to feed off the momentum they have built and our lines of business, including insurance, mortgage, and wealth management, continue to win new customers and grow revenue. We have plenty of work to do internally and a lot of runway left to continue to improve performance while we await the required regulatory approvals to close the transactions.”

Conference Call

BancorpSouth will conduct a conference call to discuss its second quarter 2014 results on July 22, 2014, 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.

About BancorpSouth, Inc.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 295 commercial banking, mortgage, and insurance locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

Forward-Looking Statements

Certain statements contained in this news release may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, statements relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the Company’s undertaking and performance of the necessary actions to remediate and fully resolve those concerns regarding the Company’s procedures, systems and processes related to certain of its compliance programs, including its Bank Secrecy Act and anti-money-laundering programs, that have been identified by its federal bank regulators, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, non-accrual loans and any uncertainty regarding repayment, or determinations of impairment, of such non-accrual loans, revenue estimates for the Company’s operations in Houston, Texas following the closing of the transaction with GEM, the retention of key personnel, Knox’s continued operations and generation of revenues, the Company’s opportunities to grow organically and through acquisitions, the Company’s ability to enhance market share in existing markets and to gain acceptance of the Company generally in new markets, the Company’s focus on and impact of cost-saving initiatives, the Company’s ability to improve efficiency, trends in the Company’s operating expenses, and the Company’s use of non-GAAP financial measures.

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The Company cautions 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, the ability of the Company to resolve to the satisfaction of its federal bank regulators those identified concerns regarding the Company’s procedures, systems and processes related to certain of its compliance programs, including its Bank Secrecy Act and anti-money-laundering programs, the findings and results of the Consumer Financial Protection Bureau in its review of the Company’s fair lending practices, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the potential impact upon the Company of the delay in the closings, if any, of these proposed mergers, the ability of the Company to retain key personnel after the closings, if any, of these proposed mergers and the Knox acquisition, conditions in the financial markets and economic conditions generally, 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 short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic or environmental 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, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, 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, unfavorable ratings by rating agencies, 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 assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations 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 that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this news release. Unless otherwise noted, any quotes in this news release can be attributed to company management.

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BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	6/30/2014			3/31/2014			12/31/2013			9/30/2013			6/30/2013
Earnings Summary:
Interest revenue	$	111,499		$	110,599		$	112,510		$	111,961		$	112,009
Interest expense		8,418			9,076			10,093			11,720			13,796
Net interest revenue		103,081			101,523			102,417			100,241			98,213
Provision for credit losses		—			—			—			500			3,000
Net interest revenue, after provision for credit losses		103,081			101,523			102,417			99,741			95,213
Noninterest revenue		69,838			66,517			65,125			62,514			76,109
Noninterest expense		127,954			126,707			127,830			129,397			142,251
Income before income taxes		44,965			41,333			39,712			32,858			29,071
Income tax expense		14,097			12,889			12,014			8,001			8,316
Net income	$	30,868		$	28,444		$	27,698		$	24,857		$	20,755
Balance Sheet - Period End Balances
Total assets	$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153		$	13,217,705
Total earning assets		11,794,445			11,948,897			11,814,060			11,765,785			11,961,836
Total securities		2,332,192			2,426,758			2,466,989			2,554,156			2,644,939
Loans and leases, net of unearned income		9,311,661			9,068,376			8,958,015			8,773,115			8,678,714
Allowance for credit losses		147,132			149,704			153,236			153,974			161,047
Total deposits		10,670,414			10,811,790			10,773,836			10,717,946			10,961,618
Long-term debt		83,835			85,835			81,714			83,500			33,500
Total shareholders’ equity		1,588,850			1,554,676			1,513,130			1,480,611			1,459,793
Balance Sheet - Average Balances
Total assets	$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505		$	13,146,040
Total earning assets		11,825,994			11,958,836			11,869,072			11,846,790			12,060,189
Total securities		2,394,045			2,452,178			2,511,888			2,598,786			2,616,274
Loans and leases, net of unearned income		9,232,743			9,022,155			8,830,917			8,682,966			8,588,673
Total deposits		10,650,077			10,825,308			10,739,352			10,745,945			10,938,489
Long-term debt		83,967			87,767			81,714			62,848			33,500
Total shareholders’ equity		1,574,588			1,537,897			1,501,928			1,474,047			1,475,211
Nonperforming Assets:
Non-accrual loans and leases	$	64,533		$	77,531		$	92,173		$	121,353		$	149,542
Loans and leases 90+ days past due, still accruing		2,406			1,949			1,226			1,479			1,440
Restructured loans and leases, still accruing		6,712			13,776			27,007			21,502			16,953
Non-performing loans (NPLs)		73,651			93,256			120,406			144,334			167,935
Other real estate owned		55,253			63,595			69,338			76,853			88,438
Non-performing assets (NPAs)	$	128,904		$	156,851		$	189,744		$	221,187		$	256,373
Financial Ratios and Other Data:
Return on average assets		0.96	%		0.88	%		0.85	%		0.76	%		0.63	%
Return on average shareholders’ equity		7.86	%		7.50	%		7.32	%		6.69	%		5.64	%
Return on tangible equity		9.74	%		9.28	%		9.16	%		8.29	%		7.12	%
Pre-tax pre-provision return on average assets		1.39	%		1.28	%		1.22	%		1.02	%		0.98	%
Non-interest income to average assets		2.17	%		2.06	%		1.99	%		1.92	%		2.32	%
Non-interest expense to average assets		3.97	%		3.93	%		3.91	%		3.97	%		4.34	%
Net interest margin-fully taxable equivalent		3.59	%		3.54	%		3.52	%		3.45	%		3.36	%
Net interest rate spread		3.48	%		3.43	%		3.39	%		3.32	%		3.21	%
Efficiency ratio (tax equivalent)		72.76	%		74.16	%		75.00	%		78.11	%		80.25	%
Loan/deposit ratio		87.27	%		83.87	%		83.15	%		81.85	%		79.17	%
Price to earnings mult (avg)		21.00			23.33			25.68			22.66			20.34
Market value to book value		148.53	%		154.13	%		160.04	%		128.22	%		115.42	%
Market value to book value (avg)		143.72	%		150.43	%		143.60	%		126.22	%		107.59	%
Market value to tangible book value		185.73	%		192.80	%		201.75	%		159.52	%		144.16	%
Market value to tangible book value (avg)		179.72	%		188.17	%		181.04	%		157.02	%		134.39	%
Headcount FTE		3,981			3,981			4,005			3,994			4,077

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BXS Announces Second Quarter Results And Transactions Update

Page 10

July 21, 2014

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
	6/30/2014			3/31/2014			12/31/2013			9/30/2013			6/30/2013
Credit Quality Ratios:
Net charge-offs to average loans and leases (annualized)		0.11	%		0.16	%		0.03	%		0.35	%		0.21	%
Provision for credit losses to average loans and leases (annualized)		0.00	%		0.00	%		0.00	%		0.02	%		0.14	%
Allowance for credit losses to net loans and leases		1.58	%		1.65	%		1.71	%		1.76	%		1.86	%
Allowance for credit losses to non-performing loans and leases		199.77	%		160.53	%		127.27	%		106.68	%		95.90	%
Allowance for credit losses to non-performing assets		114.14	%		95.44	%		80.76	%		69.61	%		62.82	%
Non-performing loans and leases to net loans and leases		0.79	%		1.03	%		1.34	%		1.65	%		1.94	%
Non-performing assets to net loans and leases		1.38	%		1.73	%		2.12	%		2.52	%		2.95	%
Equity Ratios:
Total shareholders’ equity to total assets		12.24	%		11.83	%		11.61	%		11.46	%		11.04	%
Tangible shareholders’ equity to tangible assets		10.03	%		9.69	%		9.44	%		9.43	%		9.04	%
Capital Adequacy:
Tier 1 capital		13.09	%		13.18	%		12.99	%		13.25	%		14.21	%
Total capital		14.35	%		14.44	%		14.25	%		14.50	%		15.47	%
Tier 1 leverage capital		10.33	%		10.04	%		9.93	%		9.93	%		10.58	%
Estimated for current quarter
Common Share Data:
Basic earnings per share	$	0.32		$	0.30		$	0.29		$	0.26		$	0.22
Diluted earnings per share		0.32			0.30			0.29			0.26			0.22
Cash dividends per share		0.05			0.05			0.05			0.05			0.01
Book value per share		16.54			16.19			15.89			15.55			15.34
Tangible book value per share		13.23			12.95			12.60			12.50			12.28
Market value per share (last)		24.57			24.96			25.42			19.94			17.70
Market value per share (high)		25.55			26.24			25.54			20.77			18.06
Market value per share (low)		22.16			22.46			19.64			17.76			14.72
Market value per share (avg)		23.78			24.36			22.81			19.63			16.50
Dividend payout ratio		15.56	%		16.80	%		17.19	%		19.15	%		4.59	%
Total shares outstanding		96,046,057			96,004,679			95,231,691			95,211,602			95,190,797
Average shares outstanding - basic		96,034,475			95,629,890			95,217,203			95,201,238			95,177,167
Average shares outstanding - diluted		96,373,121			95,952,611			95,644,383			95,519,318			95,405,965
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income		4.38	%		4.48	%		4.52	%		4.55	%		4.62	%
Available-for-sale securities:
Taxable		1.45	%		1.50	%		1.51	%		1.50	%		1.55	%
Tax-exempt		5.44	%		5.58	%		5.52	%		5.61	%		5.47	%
Short-term investments		0.24	%		0.25	%		0.25	%		0.25	%		0.25	%
Total interest earning assets and revenue		3.88	%		3.85	%		3.86	%		3.85	%		3.82	%
Deposits:		0.28	%		0.31	%		0.34	%		0.36	%		0.39	%
Demand - interest bearing		0.17	%		0.17	%		0.18	%		0.18	%		0.21	%
Savings		0.12	%		0.13	%		0.13	%		0.12	%		0.14	%
Other time		0.97	%		1.06	%		1.13	%		1.18	%		1.23	%
Short-term borrowings		0.09	%		0.07	%		0.07	%		0.07	%		0.07	%
Total int bearing dep & s/t borrowings		0.37	%		0.39	%		0.43	%		0.45	%		0.48	%
Junior subordinated debt		2.81	%		2.86	%		2.96	%		6.57	%		7.16	%
Long-term debt		2.84	%		2.91	%		2.94	%		3.19	%		4.18	%
Total interest bearing liabilities and expense		0.40	%		0.42	%		0.46	%		0.53	%		0.61	%
Interest bearing liabilities to interest earning assets		71.98	%		73.51	%		72.91	%		74.15	%		74.70	%
Net interest tax equivalent adjustment	$	2,860		$	2,823		$	2,893		$	2,905		$	2,931

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BXS Announces Second Quarter Results And Transactions Update

Page 11

July 21, 2014

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
	(Dollars in thousands)
Assets
Cash and due from banks	$	201,196		$	199,214		$	208,961		$	199,464		$	268,647
Interest bearing deposits with other banks		44,949			390,896			319,462			361,401			526,608
Available-for-sale securities, at fair value		2,332,192			2,426,758			2,466,989			2,554,156			2,644,939
Loans and leases		9,347,429			9,103,850			8,993,888			8,806,392			8,711,023
Less: Unearned income		35,768			35,474			35,873			33,277			32,309
Allowance for credit losses		147,132			149,704			153,236			153,974			161,047
Net loans and leases		9,164,529			8,918,672			8,804,779			8,619,141			8,517,667
Loans held for sale		105,643			62,867			69,593			77,114			111,574
Premises and equipment, net		310,515			314,367			315,260			314,441			313,079
Accrued interest receivable		40,697			42,666			42,150			43,034			41,425
Goodwill		291,498			286,800			286,800			275,173			275,173
Other identifiable intangibles		26,745			25,021			26,079			15,179			15,865
Bank owned life insurance		241,962			240,077			239,434			236,969			235,015
Other real estate owned		55,253			63,595			69,338			76,853			88,438
Other assets		170,708			172,622			180,888			143,228			179,275
Total Assets	$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153		$	13,217,705
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,718,242		$	2,725,042		$	2,644,592		$	2,597,762		$	2,610,768
Interest bearing		4,511,760			4,583,481			4,582,450			4,493,359			4,667,041
Savings		1,299,203			1,297,344			1,234,130			1,220,227			1,210,497
Other time		2,141,209			2,205,923			2,312,664			2,406,598			2,473,312
Total deposits		10,670,414			10,811,790			10,773,836			10,717,946			10,961,618
Federal funds purchased and securities sold under agreement to repurchase		394,446			456,303			421,028			418,623			382,871
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		2,000			—			—			—			—
Accrued interest payable		3,926			4,050			4,836			5,156			5,230
Junior subordinated debt securities		23,198			23,198			31,446			31,446			160,312
Long-term debt		83,835			85,835			81,714			83,500			33,500
Other liabilities		219,218			207,703			203,743			178,871			214,381
Total Liabilities		11,397,037			11,588,879			11,516,603			11,435,542			11,757,912
Shareholders’ Equity
Common stock		240,118			240,012			238,079			238,029			237,976
Capital surplus		321,952			320,969			312,900			312,798			312,074
Accumulated other comprehensive loss		(15,040	)		(22,060	)		(29,959	)		(39,389	)		(39,333	)
Retained earnings		1,041,820			1,015,755			992,110			969,173			949,076
Total Shareholders’ Equity		1,588,850			1,554,676			1,513,130			1,480,611			1,459,793
Total Liabilities & Shareholders’ Equity	$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153		$	13,217,705

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BXS Announces Second Quarter Results And Transactions Update

Page 12

July 21, 2014

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
	(Dollars in thousands)
Assets
Cash and due from banks	$	157,813		$	168,056		$	163,948		$	163,322		$	160,615
Interest bearing deposits with other banks		145,530			449,207			471,695			487,075			765,729
Available-for-sale securities, at fair value		2,394,045			2,452,178			2,511,888			2,598,786			2,616,274
Loans and leases		9,269,469			9,058,081			8,864,983			8,715,894			8,621,849
Less: Unearned income		36,726			35,926			34,066			32,928			33,176
Allowance for credit losses		149,676			153,615			153,443			160,609			163,252
Net loans and leases		9,083,067			8,868,540			8,677,474			8,522,357			8,425,421
Loans held for sale		53,676			35,297			54,572			77,964			89,513
Premises and equipment, net		313,012			315,804			315,174			312,724			313,147
Accrued interest receivable		38,291			39,336			39,665			39,354			39,317
Goodwill		293,082			286,800			279,091			275,173			275,173
Other identifiable intangibles		25,271			25,420			18,658			15,446			16,142
Bank owned life insurance		240,736			239,969			237,657			235,708			233,670
Other real estate owned		60,822			69,086			77,211			86,545			91,505
Other assets		128,534			137,435			108,094			114,051			119,534
Total Assets	$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505		$	13,146,040
Liabilities
Deposits:
Demand: Noninterest bearing	$	2,683,939		$	2,647,376		$	2,667,667		$	2,551,812		$	2,522,577
Interest bearing		4,492,495			4,657,785			4,484,269			4,530,219			4,707,277
Savings		1,298,829			1,260,838			1,224,588			1,216,599			1,208,454
Other time		2,174,814			2,259,309			2,362,828			2,447,315			2,500,181
Total deposits		10,650,077			10,825,308			10,739,352			10,745,945			10,938,489
Federal funds purchased and securities sold under agreement to repurchase		435,505			458,436			469,245			441,807			399,789
Short-term Federal Home Loan Bank borrowings and other short-term borrowing		3,621			—			—			—			—
Accrued interest payable		3,926			4,400			5,051			5,391			5,481
Junior subordinated debt securities		23,198			23,748			31,446			86,074			160,312
Long-term debt		83,967			87,767			81,714			62,848			33,500
Other liabilities		158,997			149,572			126,391			112,393			133,258
Total Liabilities		11,359,291			11,549,231			11,453,199			11,454,458			11,670,829
Shareholders’ Equity
Common stock		240,071			238,853			238,038			237,997			237,956
Capital surplus		321,628			314,117			312,835			312,349			311,480
Accumulated other comprehensive loss		(16,663	)		(23,644	)		(32,267	)		(43,695	)		(15,277	)
Retained earnings		1,029,552			1,008,571			983,322			967,396			941,052
Total Shareholders’ Equity		1,574,588			1,537,897			1,501,928			1,474,047			1,475,211
Total Liabilities & Shareholders’ Equity	$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505		$	13,146,040

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BXS Announces Second Quarter Results And Transactions Update

Page 13

July 21, 2014

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended												Year Ended
	Jun-14		Mar-14			Dec-13		Sep-13			Jun-13		Jun-14		Jun-13
INTEREST REVENUE:
Loans and leases	$	99,962	$	98,744		$	99,989	$	98,836		$	98,524	$	198,706	$	197,616
Deposits with other banks		87		276			299		310			483		363		1,085
Available-for-sale securities:
Taxable		7,133		7,547			7,963		8,218			8,405		14,680		17,105
Tax-exempt		3,669		3,715			3,810		3,866			3,911		7,384		7,871
Loans held for sale		648		317			449		731			686		965		1,359
Total interest revenue		111,499		110,599			112,510		111,961			112,009		222,098		225,036
INTEREST EXPENSE:
Interest bearing demand		1,905		1,920			2,036		2,061			2,423		3,825		5,548
Savings		402		391			387		383			422		793		935
Other time		5,249		5,890			6,746		7,271			7,671		11,139		15,712
Federal funds purchased and securities sold under agreement to repurchase		80		78			84		80			70		158		133
Long-term debt		619		629			605		501			349		1,248		697
Junior subordinated debt		162		168			235		1,424			2,860		330		5,717
Other		1		—			—		—			1		1		3
Total interest expense		8,418		9,076			10,093		11,720			13,796		17,494		28,745
Net interest revenue		103,081		101,523			102,417		100,241			98,213		204,604		196,291
Provision for credit losses		—		—			—		500			3,000		—		7,000
Net interest revenue, after provision for credit losses		103,081		101,523			102,417		99,741			95,213		204,604		189,291
NONINTEREST REVENUE:
Mortgage lending		9,089		3,394			9,605		5,134			17,892		12,483		30,238
Credit card, debit card and merchant fees		8,567		7,843			8,324		8,834			8,324		16,410		15,847
Deposit service charges		12,437		12,536			13,570		13,679			12,824		24,973		25,656
Security gains (losses), net		5		(4	)		29		(5	)		3		1		22
Insurance commissions		28,621		31,599			21,397		23,800			25,862		60,220		52,503
Wealth Management		5,828		5,916			5,320		6,057			5,802		11,744		11,589
Other		5,291		5,233			6,880		5,015			5,402		10,524		11,572
Total noninterest revenue		69,838		66,517			65,125		62,514			76,109		136,355		147,427
NONINTEREST EXPENSE:
Salaries and employee benefits		74,741		78,883			75,466		73,532			78,284		153,624		157,698
Occupancy, net of rental income		10,245		10,287			9,935		10,360			10,577		20,532		20,814
Equipment		4,169		4,499			4,298		4,555			4,585		8,668		9,533
Deposit insurance assessments		2,035		1,600			2,687		3,325			2,939		3,635		5,743
Voluntary early retirement expense		—		—			—		—			10,850		—		10,850
Write-off and amortization of bond issue cost		12		12			12		2,907			38		24		76
Other		36,752		31,426			35,432		34,718			34,978		68,178		72,908
Total noninterest expenses		127,954		126,707			127,830		129,397			142,251		254,661		277,622
Income before income taxes		44,965		41,333			39,712		32,858			29,071		86,298		59,096
Income tax expense		14,097		12,889			12,014		8,001			8,316		26,986		17,536
Net income	$	30,868	$	28,444		$	27,698	$	24,857		$	20,755	$	59,312	$	41,560
Net income per share: Basic	$	0.32	$	0.30		$	0.29	$	0.26		$	0.22	$	0.62	$	0.44
Diluted	$	0.32	$	0.30		$	0.29	$	0.26		$	0.22	$	0.62	$	0.44

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BXS Announces Second Quarter Results And Transactions Update

Page 14

July 21, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	1,699,803		$	1,581,251		$	1,529,249		$	1,503,809		$	1,552,762
Real estate
Consumer mortgages		2,071,503			2,047,001			1,976,073			1,931,171			1,880,338
Home equity		506,988			498,283			494,339			490,361			482,068
Agricultural		238,003			229,602			234,576			234,547			237,914
Commercial and industrial-owner occupied		1,505,679			1,488,380			1,473,320			1,422,077			1,375,711
Construction, acquisition and development		772,162			748,027			741,458			723,609			709,499
Commercial real estate		1,901,759			1,847,983			1,846,039			1,795,352			1,754,841
Credit cards		109,186			105,988			111,328			105,112			103,251
All other		506,578			521,861			551,633			567,077			582,330
Total loans	$	9,311,661		$	9,068,376		$	8,958,015		$	8,773,115		$	8,678,714
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period	$	149,704		$	153,236		$	153,974		$	161,047		$	162,601
Loans and leases charged off:
Commercial and industrial		(860	)		(201	)		(837	)		(889	)		(1,008	)
Real estate
Consumer mortgages		(1,682	)		(1,945	)		(1,435	)		(2,996	)		(3,114	)
Home equity		(438	)		(318	)		(287	)		(379	)		(201	)
Agricultural		(18	)		(696	)		(238	)		(169	)		(327	)
Commercial and industrial-owner occupied		(936	)		(1,206	)		(1,041	)		(1,684	)		(830	)
Construction, acquisition and development		(41	)		(1,666	)		(1,784	)		(1,727	)		(2,036	)
Commercial real estate		(361	)		(901	)		(1,039	)		(2,441	)		(3,720	)
Credit cards		(608	)		(559	)		(559	)		(750	)		(557	)
All other		(671	)		(583	)		(1,108	)		(837	)		(462	)
Total loans charged off		(5,615	)		(8,075	)		(8,328	)		(11,872	)		(12,255	)
Recoveries:
Commercial and industrial		359			1,076			1,361			820			747
Real estate
Consumer mortgages		956			538			1,735			1,516			708
Home equity		182			184			97			66			184
Agricultural		26			9			34			48			120
Commercial and industrial-owner occupied		78			358			734			297			1,439
Construction, acquisition and development		808			1,637			2,483			953			360
Commercial real estate		226			323			784			221			3,634
Credit cards		135			131			133			164			184
All other		273			287			229			214			325
Total recoveries		3,043			4,543			7,590			4,299			7,701
Net charge-offs		(2,572	)		(3,532	)		(738	)		(7,573	)		(4,554	)
Provision charged to operating expense		—			—			—			500			3,000
Balance, end of period	$	147,132		$	149,704		$	153,236		$	153,974		$	161,047
Average loans for period	$	9,232,743		$	9,022,155		$	8,830,917		$	8,682,966		$	8,588,673
Ratio:
Net charge-offs to average loans (annualized)		0.11	%		0.16	%		0.03	%		0.35	%		0.21	%

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BXS Announces Second Quarter Results And Transactions Update

Page 15

July 21, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial	$	2,917		$	3,023		$	3,079		$	5,498		$	6,225
Real estate
Consumer mortgages		24,355			24,353			25,645			30,569			34,226
Home equity		2,116			2,740			3,695			3,287			3,862
Agricultural		595			651			1,260			4,086			5,007
Commercial and industrial-owner occupied		11,094			14,122			18,568			18,138			17,084
Construction, acquisition and development		9,202			9,968			17,567			26,127			39,315
Commercial real estate		13,406			21,496			20,972			31,468			40,940
Credit cards		132			168			119			196			398
All other		716			1,010			1,268			1,984			2,485
Total nonaccrual loans and leases	$	64,533		$	77,531		$	92,173		$	121,353		$	149,542
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial	$	302		$	287		$	27		$	15		$	—
Real estate
Consumer mortgages		1,607			1,307			888			1,178			1,107
Home equity		116			12			—			—			—
Agricultural		100			—			—			—			—
Commercial and industrial-owner occupied		—			—			—			—			—
Construction, acquisition and development		—			—			—			—			—
Commercial real estate		—			—			311			—			120
Credit cards		281			297			—			263			213
All other		—			46			—			23			—
Total loans and leases 90+ days past due, still accruing		2,406			1,949			1,226			1,479			1,440
Restructured Loans and Leases, Still Accruing		6,712			13,776			27,007			21,502			16,953
Total non-performing loans and leases		73,651			93,256			120,406			144,334			167,935
OTHER REAL ESTATE OWNED:		55,253			63,595			69,338			76,853			88,438
Total Non-performing Assets	$	128,904		$	156,851		$	189,744		$	221,187		$	256,373
Additions to Nonaccrual Loans and Leases During the Quarter	$	13,748		$	22,479		$	18,556		$	21,182		$	21,890
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial	$	3,605		$	2,616		$	2,817		$	1,909		$	1,517
Real estate
Consumer mortgages		11,448			12,236			14,150			10,914			11,887
Home equity		960			1,587			1,828			1,278			1,315
Agricultural		1,122			302			495			761			569
Commercial and industrial-owner occupied		6,340			3,248			4,081			1,995			1,323
Construction, acquisition and development		1,616			2,848			1,993			3,920			1,835
Commercial real estate		1,658			3,953			5,574			5,818			535
Credit cards		556			592			655			688			668
All other		1,490			963			2,189			1,634			1,591
Total Loans and Leases 30-89 days past due, still accruing	$	28,795		$	28,345		$	33,782		$	28,917		$	21,240
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)		0.00	%		0.00	%		0.00	%		0.02	%		0.14	%
Allowance for credit losses to net loans and leases		1.58	%		1.65	%		1.71	%		1.76	%		1.86	%
Allowance for credit losses to non-performing loans and leases		199.77	%		160.53	%		127.27	%		106.68	%		95.90	%
Allowance for credit losses to non-performing assets		114.14	%		95.44	%		80.76	%		69.61	%		62.82	%
Non-performing loans and leases to net loans and leases		0.79	%		1.03	%		1.34	%		1.65	%		1.94	%
Non-performing assets to net loans and leases		1.38	%		1.73	%		2.12	%		2.52	%		2.95	%

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BXS Announces Second Quarter Results And Transactions Update

Page 16

July 21, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction	$	15,874		$	11,339		$	7,702		$	7,974		$	8,902
One-to-four family construction		226,252			221,790			224,286			203,988			202,603
Recreation and all other loans		35,364			36,897			36,868			41,762			42,132
Commercial construction		192,605			177,264			150,847			139,041			117,901
Commercial acquisition and development		122,380			122,051			128,157			136,206			136,174
Residential acquisition and development		179,687			178,686			193,598			194,638			201,787
Total outstanding balance	$	772,162		$	748,027		$	741,458		$	723,609		$	709,499
Nonaccrual CAD Loans
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		2,603			2,824			2,937			3,249			6,193
Recreation and all other loans		981			919			728			782			800
Commercial construction		—			—			865			1,686			2,765
Commercial acquisition and development		1,835			2,224			6,890			11,150			14,225
Residential acquisition and development		3,783			4,001			6,147			9,260			15,332
Total nonaccrual CAD loans	$	9,202		$	9,968		$	17,567		$	26,127		$	39,315
CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		—			—			—			—			—
Recreation and all other loans		—			—			—			—			—
Commercial construction		—			—			—			—			—
Commercial acquisition and development		—			—			—			—			—
Residential acquisition and development		—			—			—			—			—
Total CAD loans 90+ days past due, still accruing	$	—		$	—		$	—		$	—		$	—
Restructured CAD Loans, Still Accruing
Multi-family construction	$	—		$	—		$	—		$	—		$	—
One-to-four family construction		—			—			1,274			1,028			867
Recreation and all other loans		11			13			13			15			15
Commercial construction		—			—			346			348			351
Commercial acquisition and development		395			402			1,990			2,010			2,030
Residential acquisition and development		700			1,192			3,111			3,162			3,458
Total restructured CAD loans, still accruing	$	1,106		$	1,607		$	6,734		$	6,563		$	6,721
Total Non-performing CAD loans	$	10,308		$	11,575		$	24,301		$	32,690		$	46,036
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction		—			—			—			—			—
One-to-four family construction		1.2	%		1.3	%		1.9	%		2.1	%		3.5	%
Recreation and all other loans		2.8	%		2.5	%		2.0	%		1.9	%		1.9	%
Commercial construction		0.0	%		0.0	%		0.8	%		1.5	%		2.6	%
Commercial acquisition and development		1.8	%		2.2	%		6.9	%		9.7	%		11.9	%
Residential acquisition and development		2.5	%		2.9	%		4.8	%		6.4	%		9.3	%
Total CAD NPL as a % of outstanding CAD balance		1.3	%		1.5	%		3.3	%		4.5	%		6.5	%

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BXS Announces Second Quarter Results And Transactions Update

Page 17

July 21, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

	June 30, 2014
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,650,893	$	16,307	$	31,157	$	—	$	—	$	1,446	$	1,699,803
Real estate
Consumer mortgages		1,983,165		—		82,769		—		—		5,569		2,071,503
Home equity		496,451		—		9,903		—		—		634		506,988
Agricultural		224,337		509		12,724		—		—		433		238,003
Commercial and industrial-owner occupied		1,435,618		3,782		61,508		342		—		4,429		1,505,679
Construction, acquisition and development		721,572		255		43,238		576		—		6,521		772,162
Commercial real estate		1,814,209		—		76,286		350		—		10,914		1,901,759
Credit cards		109,186		—		—		—		—		—		109,186
All other		495,292		—		11,104		—		—		182		506,578
Total loans	$	8,930,723	$	20,853	$	328,689	$	1,268	$	—	$	30,128	$	9,311,661
	March 31, 2014
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Impaired		Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial	$	1,535,172	$	13,043	$	31,741	$	—	$	—	$	1,295	$	1,581,251
Real estate
Consumer mortgages		1,936,837		243		104,486		310		—		5,125		2,047,001
Home equity		483,746		343		13,456		96		—		642		498,283
Agricultural		210,346		563		18,257		—		—		436		229,602
Commercial and industrial-owner occupied		1,420,813		3,887		56,124		510		—		7,046		1,488,380
Construction, acquisition and development		697,094		1,556		40,713		768		—		7,896		748,027
Commercial real estate		1,757,573		—		71,374		198		—		18,838		1,847,983
Credit cards		105,988		—		—		—		—		—		105,988
All other		509,729		68		11,876		—		—		188		521,861
Total loans	$	8,657,298	$	19,703	$	348,027	$	1,882	$	—	$	41,466	$	9,068,376

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BXS Announces Second Quarter Results And Transactions Update

Page 18

July 21, 2014

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

	June 30, 2014
	Alabama and Florida Panhandle			Arkansas*			Mississippi*			Missouri			Greater Memphis Area			Tennessee*			Texas and Louisiana			Corporate Banking and Other			Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial	$	85,845		$	166,736		$	282,645		$	38,309		$	22,403		$	86,494		$	296,170		$	721,201		$	1,699,803
Real estate
Consumer mortgages		162,767			268,149			698,709			64,881			110,498			162,614			511,039			92,846			2,071,503
Home equity		67,945			38,782			164,668			20,890			68,304			77,465			66,340			2,594			506,988
Agricultural		7,338			71,448			56,598			3,399			13,826			12,260			68,723			4,411			238,003
Commercial and industrial-owner occupied		175,413			168,289			479,599			64,571			90,239			90,953			301,538			135,077			1,505,679
Construction, acquisition and development		109,801			67,822			199,662			19,013			77,028			110,705			164,969			23,162			772,162
Commercial real estate		270,053			320,961			278,943			193,572			104,944			109,130			438,417			185,739			1,901,759
Credit cards		—			—			—			—			—			—			—			109,186			109,186
All other		29,996			43,696			133,041			3,428			37,399			35,431			75,109			148,478			506,578
Total loans	$	909,158		$	1,145,883		$	2,293,865		$	408,063		$	524,641		$	685,052		$	1,922,305		$	1,422,694		$	9,311,661
CAD PORTFOLIO:
Multi-family construction	$	4,498		$	997		$	481		$	—		$	—		$	7,017		$	2,881		$	—		$	15,874
One-to-four family construction		36,251			17,170			43,795			3,823			12,530			68,413			43,466			804			226,252
Recreation and all other loans		1,361			6,260			12,139			568			4,440			1,125			9,471			—			35,364
Commercial construction		31,247			14,079			55,741			3,558			20,691			9,701			39,362			18,226			192,605
Commercial acquisition and development		10,560			15,963			35,821			5,429			17,865			8,369			27,524			849			122,380
Residential acquisition and development		25,884			13,353			51,685			5,635			21,502			16,080			42,265			3,283			179,687
Total CAD loans	$	109,801		$	67,822		$	199,662		$	19,013		$	77,028		$	110,705		$	164,969		$	23,162		$	772,162
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial	$	1,294		$	1,063		$	397		$	172		$	18		$	32		$	260		$	565		$	3,801
Real estate
Consumer mortgages		1,716			1,701			7,904			382			2,748			2,577			2,258			7,377			26,663
Home equity		531			104			352			—			268			422			553			2			2,232
Agricultural		100			—			147			266			—			—			182			—			695
Commercial and industrial-owner occupied		1,266			2,965			4,595			104			910			1,567			1,359			2			12,768
Construction, acquisition and development		1,690			234			3,424			—			1,517			296			3,145			2			10,308
Commercial real estate		3,656			63			1,946			646			3,354			3,718			656			877			14,916
Credit cards		—			—			—			—			—			—			—			1,456			1,456
All other		9			44			311			—			11			244			191			2			812
Total loans	$	10,262		$	6,174		$	19,076		$	1,570		$	8,826		$	8,856		$	8,604		$	10,283		$	73,651
NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial		1.51	%		0.64	%		0.14	%		0.45	%		0.08	%		0.04	%		0.09	%		0.08	%		0.22	%
Real estate
Consumer mortgages		1.05	%		0.63	%		1.13	%		0.59	%		2.49	%		1.58	%		0.44	%		7.95	%		1.29	%
Home equity		0.78	%		0.27	%		0.21	%		0.00	%		0.39	%		0.54	%		0.83	%		0.08	%		0.44	%
Agricultural		1.36	%		0.00	%		0.26	%		7.83	%		0.00	%		0.00	%		0.26	%		0.00	%		0.29	%
Commercial and industrial-owner occupied		0.72	%		1.76	%		0.96	%		0.16	%		1.01	%		1.72	%		0.45	%		0.00	%		0.85	%
Construction, acquisition and development		1.54	%		0.35	%		1.71	%		0.00	%		1.97	%		0.27	%		1.91	%		0.01	%		1.33	%
Commercial real estate		1.35	%		0.02	%		0.70	%		0.33	%		3.20	%		3.41	%		0.15	%		0.47	%		0.78	%
Credit cards		—			—			—			—			—			—			—			1.33	%		1.33	%
All other		0.03	%		0.10	%		0.23	%		0.00	%		0.03	%		0.69	%		0.25	%		0.00	%		0.16	%
Total loans		1.13	%		0.54	%		0.83	%		0.38	%		1.68	%		1.29	%		0.45	%		0.72	%		0.79	%

* Excludes the Greater Memphis Area.

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BXS Announces Second Quarter Results And Transactions Update

Page 19

July 21, 2014

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	June 30, 2014
	Alabama and Florida Panhandle			Arkansas*			Mississippi*			Missouri			Greater Memphis Area			Tennessee*		Texas and Louisiana		Other		Total
OTHER REAL ESTATE OWNED:
Commercial and industrial	$	84		$	—		$	—		$	—		$	—		$	—	$	—	$	—	$	84
Real estate
Consumer mortgages		979			223			1,999			29			34			83		5		—		3,352
Home equity		—			—			370			—			—			—		—		—		370
Agricultural		—			—			216			—			462			—		—		—		678
Commercial and industrial-owner occupied		—			33			2,543			—			824			—		60		—		3,460
Construction, acquisition and development		11,084			91			10,286			794			17,739			3,283		239		—		43,516
Commercial real estate		352			288			1,893			—			980			—		—		—		3,513
All other		—			—			148			—			—			38		94		—		280
Total loans	$	12,499		$	635		$	17,455		$	823		$	20,039		$	3,404	$	398	$	—	$	55,253
	Quarter Ended
	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
OTHER REAL ESTATE OWNED:
Balance, beginning of period	$	63,595		$	69,338		$	76,853		$	88,438		$	96,314
Additions to foreclosed properties
New foreclosed property		4,144			4,855			7,868			9,536			9,639
Reductions in foreclosed properties
Sales		(10,269	)		(8,767	)		(14,272	)		(19,333	)		(15,641	)
Writedowns		(2,217	)		(1,831	)		(1,111	)		(1,788	)		(1,874	)
Balance, end of period	$	55,253		$	63,595		$	69,338		$	76,853		$	88,438
FORECLOSED PROPERTY EXPENSE
Loss (gain) on sale of other real estate owned	$	1,073		$	466		$	949		$	352		$	166
Writedown of other real estate owned		2,217			1,831			1,111			1,788			1,874
Other foreclosed property expense		912			258			771			1,158			1,205
Total foreclosed property expense	$	4,202		$	2,555		$	2,831		$	3,298		$	3,245

* Excludes the Greater Memphis Area.

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BXS Announces Second Quarter Results And Transactions Update

Page 20

July 21, 2014

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-14		Mar-14			Dec-13		Sep-13			Jun-13
NONINTEREST REVENUE:
Mortgage lending	$	9,089	$	3,394		$	9,605	$	5,134		$	17,892
Credit card, debit card and merchant fees		8,567		7,843			8,324		8,834			8,324
Deposit service charges		12,437		12,536			13,570		13,679			12,824
Securities gains (losses), net		5		(4	)		29		(5	)		3
Insurance commissions		28,621		31,599			21,397		23,800			25,862
Trust income		3,624		3,568			3,717		3,332			3,192
Annuity fees		695		772			566		719			543
Brokerage commissions and fees		1,509		1,576			1,037		2,005			2,068
Bank-owned life insurance		1,885		1,849			2,466		1,954			2,008
Other miscellaneous income		3,406		3,384			4,414		3,062			3,393
Total noninterest revenue	$	69,838	$	66,517		$	65,125	$	62,514		$	76,109
NONINTEREST EXPENSE:
Salaries and employee benefits	$	74,741	$	78,883		$	75,466	$	73,532		$	78,284
Occupancy, net of rental income		10,245		10,287			9,935		10,360			10,577
Equipment		4,169		4,499			4,298		4,555			4,585
Deposit insurance assessments		2,035		1,600			2,687		3,325			2,939
Voluntary early retirement expense		—		—			—		—			10,850
Amortization of bond issue cost		12		12			12		2,907			38
Advertising		1,331		632			1,436		1,210			1,169
Foreclosed property expense		4,202		2,555			2,831		3,298			3,245
Telecommunications		2,258		2,248			1,971		2,227			2,184
Public relations		857		822			972		1,105			1,175
Data processing		2,863		2,741			2,939		2,772			2,783
Computer software		2,851		2,423			2,197		2,190			2,146
Amortization of intangibles		1,148		1,058			819		686			722
Legal		3,002		1,878			2,537		4,626			3,896
Merger expense		1,009		560			—		—			—
Postage and shipping		1,116		1,287			1,133		1,027			1,074
Other miscellaneous expense		16,115		15,222			18,597		15,577			16,584
Total noninterest expense	$	127,954	$	126,707		$	127,830	$	129,397		$	142,251
INSURANCE COMMISSIONS:
Property and casualty commissions	$	21,576	$	19,987		$	15,588	$	18,372		$	18,762
Life and health commissions		5,549		5,010			4,525		4,061			5,093
Risk management income		617		705			648		628			573
Other		879		5,897			636		739			1,434
Total insurance commissions	$	28,621	$	31,599		$	21,397	$	23,800		$	25,862

- MORE -

BXS Announces Second Quarter Results And Transactions Update

Page 21

July 21, 2014

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

	Quarter Ended
	Jun-14			Mar-14			Dec-13			Sep-13			Jun-13
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period	$	53,436		$	54,662		$	51,025		$	49,001		$	41,478
Additions to mortgage servicing rights:
Originations of servicing assets		2,565			1,460			1,984			3,826			4,012
Changes in fair value:
Due to payoffs/paydowns		(1,616	)		(1,138	)		(1,240	)		(1,560	)		(1,739	)
Due to change in valuation inputs or assumptions used in the valuation model		(2,111	)		(1,547	)		2,894			(240	)		5,252
Other changes in fair value		(2	)		(1	)		(1	)		(2	)		(2	)
Fair value, end of period	$	52,272		$	53,436		$	54,662		$	51,025		$	49,001
MORTGAGE LENDING REVENUE:
Origination	$	8,758		$	1,964		$	3,590		$	2,862		$	10,471
Servicing		4,058			4,115			4,361			4,072			3,908
MSR payoffs/paydowns		(1,616	)		(1,138	)		(1,240	)		(1,560	)		(1,739	)
MSR valuation adjustment		(2,111	)		(1,547	)		2,894			(240	)		5,252
Total mortgage lending revenue	$	9,089		$	3,394		$	9,605		$	5,134		$	17,892
Mortgage loans serviced	$	5,630,192		$	5,568,828		$	5,577,325		$	5,543,619		$	5,393,580
MSR/mtg loans serviced		0.93	%		0.96	%		0.98	%		0.92	%		0.91	%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies	$	1,333,368		$	1,419,269		$	1,458,349		$	1,519,459		$	1,581,570
Government agency issued residential mortgage-back securities		229,414			241,596			250,234			268,367			292,586
Government agency issued commercial mortgage-back securities		237,321			234,059			230,912			229,412			227,381
Obligations of states and political subdivisions		520,897			523,811			519,405			528,889			535,337
Other		11,192			8,023			8,089			8,029			8,065
Total available-for-sale securities	$	2,332,192		$	2,426,758		$	2,466,989		$	2,554,156		$	2,644,939

- MORE -

BXS Announces Second Quarter Results And Transactions Update

Page 22

July 21, 2014

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)

Management evaluates the Company’s capital position and operating performance by utilizing certain financial measures not calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP), including tangible shareholders’ equity to tangible assets, return on tangible equity, pre-tax pre-provision return on average assets, tangible book value per share, and operating earnings per share. The Company has included these non-GAAP financial measures in this news release for the applicable periods presented. Management believes that the presentation of these non-GAAP financial measures (i) provides important supplemental information that contributes to a proper understanding of the Company’s operating performance, (ii) presents a complete understanding of factors and trends affecting the Company’s business and (iii) allows investors to evaluate the Company’s performance in a manner similar to Management, the financial services industry, bank stock analysts and bank regulators. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the tables below. These non-GAAP financial measures should not be considered as substitutes for GAAP financial measures, and the Company strongly encourages investors to review the GAAP financial measures included in this news release and not to place undue reliance upon any single financial measure. In addition, because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this news release with other companies’ non-GAAP financial measures having the same or similar names.

Reconciliation of Pre-tax, Pre-provision Earnings and Net Operating Income:

	Quarter ended
	6/30/2014		3/31/2014		12/31/2013		9/30/2013		6/30/2013
Net income	$	30,868	$	28,444	$	27,698	$	24,857	$	20,755
Plus: Provision for credit losses		—		—		—		500		3,000
Income tax expense		14,097		12,889		12,014		8,001		8,316
Pre-tax, pre-provision earnings	$	44,965	$	41,333	$	39,712	$	33,358	$	32,071
Net income	$	30,868	$	28,444	$	27,698	$	24,857	$	20,755
Plus: Merger expense, net of tax		626		347		—		—		—
VERO expense, net of tax		—		—		—		—		6,727
Legal charge, net of tax		—		—		—		1,085		—
Write off unamortized TRUPS issue cost, net of tax		—		—		—		1,789		—
Net operating income	$	31,494	$	28,791	$	27,698	$	27,731	$	27,482

- MORE -

BXS Announces Second Quarter Results And Transactions Update

Page 23

July 21, 2014

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)

Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to

Total Assets and Total Shareholders’ Equity:

	Quarter ended
	6/30/2014			3/31/2014			12/31/2013			9/30/2013			6/30/2013
Tangible assets
Total assets	$	12,985,887		$	13,143,555		$	13,029,733		$	12,916,153		$	13,217,705
Less: Goodwill		291,498			286,800			286,800			275,173			275,173
Other identifiable intangible assets		26,745			25,021			26,079			15,179			15,865
Total tangible assets	$	12,667,644		$	12,831,734		$	12,716,854		$	12,625,801		$	12,926,667
Tangible shareholders’ equity
Total shareholders’ equity	$	1,588,850		$	1,554,676		$	1,513,130		$	1,480,611		$	1,459,793
Less: Goodwill		291,498			286,800			286,800			275,173			275,173
Other identifiable intangible assets		26,745			25,021			26,079			15,179			15,865
Total tangible shareholders’ equity	$	1,270,607		$	1,242,855		$	1,200,251		$	1,190,259		$	1,168,755
Total average assets	$	12,933,879		$	13,087,128		$	12,955,127		$	12,928,505		$	13,146,040
Total common shares outstanding		96,046,057			96,004,679			95,231,691			95,211,602			95,190,797
Average shares outstanding-diluted		96,373,121			95,952,611			96,644,383			95,519,318			95,405,965
Tangible shareholders’ equity to tangible assets*		10.03	%		9.69	%		9.44	%		9.43	%		9.04	%
Return on tangible equity **		9.74	%		9.28	%		9.16	%		8.29	%		7.12	%
Pre-tax pre-provision return on average assets ***		1.39	%		1.28	%		1.22	%		1.02	%		0.98	%
Tangible book value per share****	$	13.23		$	12.95		$	12.60		$	12.50		$	12.28
Operating earnings per share*****	$	0.33		$	0.30		$	0.29		$	0.29		$	0.29

* Tangible shareholders’ equity to tangible assets is defined by the Company as total shareholders’ equity less goodwill and other identifiable intangible assets, divided by the difference of total assets less goodwill and other identifiable intangible assets.

** Return on tangible equity is defined by the Company as annualized net income divided by tangible shareholders’ equity.

*** Pre-tax pre-provision return on average assets is defined by the Company as annualized pre-tax pre-provision earnings divided by total average assets.

**** Tangible book value per share is defined by the Company as tangible shareholders’ equity divided by total common shares outstanding.

***** Operating earnings per share is defined by the Company as net operating income divided by average shares outstanding- diluted.

- END -

EX-99.2

BancorpSouth, Inc.

Financial Information

As of and for the three months

ended June 30, 2014

Exhibit 99.2

Forward Looking Information

2

Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements may be identified by their reference to a future period or periods or by the

use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or

negatives of such terms. These forward-looking statements include, without limitation, statements relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central

Community Corporation, the Company’s undertaking and performance of the necessary actions to remediate and fully resolve those concerns regarding the Company’s procedures, systems and processes

related to certain of its compliance programs, including its Bank Secrecy Act and anti-money-laundering programs, that have been identified by its federal bank regulators, the acceptance by customers of

Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services if the proposed mergers close, non-accrual loans and any uncertainty regarding repayment, or

determinations of impairment, of such non-accrual loans, revenue estimates for the Company’s operations in Houston, Texas following the closing of the transaction with GEM, the retention of key personnel,

Knox’s continued operations and generation of revenues, the Company’s opportunities to grow organically and through acquisitions, the Company’s ability to enhance market share in existing markets and to

gain acceptance of the Company generally in new markets, the Company’s focus on and impact of cost-saving initiatives, the Company’s ability to improve efficiency, trends in the Company’s operating

expenses, and the Company’s use of non-GAAP financial measures.

The Company cautions you not to place undue reliance on the forward-looking statements contained in this this presentation and the accompanying slides 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, the ability of the Company to resolve to the satisfaction of its federal bank

regulators those identified concerns regarding the Company’s procedures, systems and processes related to certain of its compliance programs, including its Bank Secrecy Act and anti-money-laundering

programs, the findings and results of the Consumer Financial Protection Bureau in its review of the Company’s fair lending practices, the ability of the Company, Ouachita Bancshares Corp. and Central

Community Corporation to obtain regulatory approval of and close the proposed mergers, the potential impact upon the Company of the delay in the closings, if any, of these proposed mergers, the ability of the

Company to retain key personnel after the closings, if any, of these proposed mergers and the Knox acquisition, the impact of the Company’s restructuring of its management, the conditions in the financial

markets and economic conditions generally, 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 short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core

deposit accounts, the susceptibility of the Company’s business to local economic or environmental 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, the Company’s ability to adapt its products and services to

evolving industry standards and consumer preferences, 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, unfavorable ratings by rating agencies, 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

assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations 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 that they were made, and, except as required by law, the Company does not undertake any

obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this this presentation and the accompanying slides. Unless otherwise noted, any quotes in this this

presentation and the accompanying slides can be attributed to company management.

Q2 Highlights

As of and for the three months ended June 30, 2014

3

Net income of $30.9 million, or $0.32 per diluted share

Net operating income of $31.5 million, or $0.33 per diluted share

Acquisition of Knox Insurance Group, LLC

Generated net loan growth of $243.3 million, or 10.8% annualized

Net interest margin increased to 3.59%

Continued progress toward reducing core operating expenses

Continued credit quality improvement

Announced succession for President and Chief Operating Officer as well as

redesign of management structure

Recent Quarterly Results

Dollars in millions, except per share data

NM –

Not Meaningful

6/30/14

3/31/14

6/30/13

vs 3/31/14

Net interest revenue

103.1

$      

101.5

$      

98.2

$        

1.5

%

5.0

%

Provision for credit losses

0.0

0.0

3.0

NM

(100.0)

Noninterest revenue

69.8

66.5

76.1

5.0

(8.2)

Noninterest expense

128.0

126.7

142.3

1.0

(10.1)

Income before income taxes

45.0

41.3

29.1

8.8

54.7

Income tax provision

14.1

12.9

8.3

9.4

69.5

Net income

30.9

$        

28.4

$        

20.8

$        

8.5

%

48.7

%

Net income per share:  diluted

0.32

$        

0.30

$        

0.22

$        

6.7

%

45.5

%

      Three Months Ended

% Change

vs 6/30/13

4

Noninterest Revenue

Dollars in thousands

5

6/30/14

3/31/14

6/30/13

vs 3/31/14

Mortgage lending revenue

9,089

3,394

17,892

167.8

(49.2)

Credit card, debit card and merchant fees

8,567

7,843

8,324

9.2

2.9

Deposit service charges

12,437

12,536

12,824

(0.8)

(3.0)

Insurance commissions

28,621

31,599

25,862

(9.4)

10.7

Wealth management

5,828

5,916

5,802

(1.5)

0.4

Other

5,296

5,229

5,405

1.3

(2.0)

        Total noninterest revenue

69,838

$    

66,517

$    

76,109

$    

5.0

%

(8.2)

%

% of total revenue

40.4%

39.6%

43.7%

Three Months Ended

% Change

vs 6/30/13

Mortgage and Insurance Revenue

Dollars in thousands

Mortgage Lending Revenue

6/30/14

3/31/14

12/31/13

9/30/13

6/30/13

Origination revenue

8,758

$     

1,964

$     

3,590

$     

2,862

$     

10,471

$  

Servicing revenue

4,058

4,115

4,361

4,072

3,908

MSR payoffs/paydowns

(1,616)

(1,138)

(1,240)

(1,560)

(1,739)

MSR valuation adjustment

(2,111)

(1,547)

2,894

(240)

5,252

Total mortgage lending revenue

9,089

$     

3,394

$     

9,605

$     

5,134

$     

17,892

$  

Production volume

291,010

$

197,110

$

222,282

$

341,854

$

434,966

$

Purchase money production

241,538

$

143,890

$

160,043

$

229,042

$

226,182

$

Mortgage loans sold

264,478

$

143,213

$

200,665

$

371,271

$

424,355

$

Margin on loans sold

3.31%

1.37%

1.79%

0.77%

2.47%

Insurance Commission Revenue

Property and casualty commissions

21,576

$  

19,987

$  

15,588

$  

18,372

$  

18,762

$  

Life and health commissions

5,549

5,010

4,525

4,061

5,093

Risk management income

617

705

648

628

573

Other

879

5,897

636

739

1,434

Total insurance commissions

28,621

$  

31,599

$  

21,397

$  

23,800

$  

25,862

$  

Three Months Ended

6

Loan Portfolio

Dollars in millions

Net loans and leases

As of

6/30/14

3/31/14

6/30/13

Commercial and industrial

1,700

$  

1,581

$  

1,553

$  

30.1

%

9.5

%

Real estate:

Consumer mortgages

2,072

2,047

1,880

4.8

10.2

Home equity

507

498

482

7.0

5.2

Agricultural

238

230

238

14.7

0.0

Commercial and industrial-owner occupied

1,506

1,488

1,376

4.7

9.4

Construction, acquisition and development

772

748

709

12.9

8.8

Commercial

1,902

1,848

1,755

11.7

8.4

Credit Cards

109

106

103

12.1

5.7

Other

507

522

582

(11.7)

(13.0)

Total

9,312

$  

9,068

$  

8,679

$  

10.8

%

7.3

%

vs 6/30/13

% Change

vs 3/31/14

Annualized

7

NPLs decreased $19.6 million, or 21.0%, and NPAs declined $27.9

million, or 17.8%, quarter over quarter

OREO decreased $8.3 million, or 13.1%, quarter over quarter

Near-term delinquencies remained stable at $28.8 million

No provision for credit losses recorded, which is consistent with no

recorded provision for the first quarter of 2014 and a decline from $3.0

million for the second quarter of 2013

Net charge-offs were $2.6 million for the second quarter compared with

$3.5 million for the first quarter of 2014 and $4.6 million for the second

quarter of 2013

57% of non-accrual loans were paying as agreed

Credit Quality Highlights

As of and for the three months ended June 30, 2014

“Paying

as

agreed”

includes

loans

<

30

days

past

due

with

payments

occurring

at

least

quarterly

8

Non-Performing Loans

Dollars in millions

Net loans and leases

As of

6/30/14

3/31/14

6/30/13

Commercial and industrial

3.8

$      

4.9

$      

6.5

$      

(23.2)

%

(41.8)

%

Real estate:

Consumer mortgages

26.7

27.8

37.6

(3.9)

(29.0)

Home equity

2.2

2.8

3.9

(19.4)

(42.2)

Agricultural

0.7

1.3

5.4

(45.5)

(87.2)

Commercial and industrial-owner occupied

12.8

18.7

21.1

(31.6)

(39.4)

Construction, acquisition and development

10.3

11.6

46.0

(10.9)

(77.6)

Commercial

14.9

23.5

42.6

(36.5)

(65.0)

Credit Cards

1.5

1.7

2.3

(12.4)

(37.2)

Other

0.8

1.1

2.5

(27.0)

(67.5)

Total

73.7

$    

93.3

$    

167.9

$  

(21.0)

%

(56.1)

%

NPL's to net loans and leases

0.79%

1.03%

1.94%

% Change

vs 3/31/14

vs 6/30/13

9

NPA Improvement

Total NPAs Have Declined 50% in the Last 12 Months

NPAs consist of NPLs and other real estate owned

NPLs consist of nonaccrual loans, loans 90+ days past due and restructured loans

10

Dollars in millions

$0

$125

$250

$375

$500

$625

4Q 08

4Q 09

1Q 10

2Q 10

3Q 10

4Q 10

1Q 11

2Q 11

3Q 11

4Q 11

1Q 12

2Q 12

3Q 12

4Q 12

1Q 13

2Q 13

3Q 13

4Q 13

1Q 14

2Q 14

NPLs

OREO

Dollars in millions

Net Charge-offs

% Avg. Loans

11

$24

$23

$12

$13

$11

$6

$5

$8

$1

$4

$3

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

$0

$5

$10

$15

$20

$25

$30

12/31/11

3/31/12

6/30/12

9/30/12

12/31/12

3/31/13

6/30/13

9/30/13

12/31/13

3/31/14

6/30/14

Net charge-offs

Net charge-offs / average loans

Net charge-offs for the quarters ended as of the dates shown

Summary

Non-Financial Highlights

Extension of merger agreements

President and COO succession

Management restructure

Acquisition of Knox Insurance Group, LLC

Financial Highlights

Improvement in GAAP and operating earnings

Meaningful loan growth

Steady net interest margin

Progress toward reducing expenses

Continued credit quality improvement

Q&A

12