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BancorpSouth Announces Fourth Quarter 2011 Earnings of $13.3 Million or $0.16 per Diluted Share

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TUPELO, Miss., Jan. 17, 2012 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and year ended December 31, 2011. The Company reported net income of $37.6 million, or $0.45 per diluted share, for 2011 compared with $22.9 million, or $0.27 per diluted share, for 2010. Additionally, the Company reported net income of $13.3 million, or $0.16 per diluted share, for the fourth quarter of 2011. This compares with $11.9 million, or $0.14 per diluted share, for the third quarter of 2011 and $15.8 million, or $0.19 per diluted share, for the fourth quarter of 2010.

"Our results for the fourth quarter reflect meaningful progress in our efforts to improve credit quality," remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. "This progress is evidenced by both comparable quarter and sequential quarter improvement in many of our credit quality indicators, including the provision for credit losses, non-performing loans, nonaccrual loan formation, and near term delinquencies."

Earnings for the quarter benefited from a reduction in the provision for credit losses to $19.3 million compared to $43.3 million for the fourth quarter of 2010 and $25.1 million for the third quarter of 2011. Non-performing loans ("NPLs") declined $40.5 million, or 11.2 percent, during the fourth quarter of 2011 to $322.3 million at December 31, 2011 compared with $362.8 million at September 30, 2011. This decline followed a $17.0 million, or 4.5 percent, decline during the third quarter of 2011. In addition, gross nonaccrual loan formation decreased to $39.5 million for the fourth quarter of 2011 compared to $131.1 million for the fourth quarter of 2010 and $60.8 million for the third quarter of 2011. This represents the lowest level of nonaccrual loan formation in nine quarters. Total loans 30 - 89 days past due decreased during the fourth quarter of 2011 to $37.5 million at December 31, 2011 from $54.1 million at September 30, 2011. Net charge-offs increased $0.8 million, or 3.3 percent, to $23.8 million for the fourth quarter of 2011 compared with the third quarter of 2011. Net charge-offs during the fourth quarter of 2011 included $19.0 million of charge-offs of previously impaired loans. The increase in net charge-offs during the quarter followed a $9.9 million, or 30.0 percent, sequential quarter decline for the third quarter of 2011.

The $40.5 million decline in NPLs during the fourth quarter of 2011 was driven primarily by a $37.7 million decline in nonaccrual loans. Construction, acquisition and development ("CAD") nonaccrual loans declined $38.5 million to $133.1 million at December 31, 2011 from $171.6 million at September 30, 2011 and represented 48.1 percent of total nonaccrual loans at the end of the fourth quarter. Additionally, commercial real estate nonaccrual loans declined $8.9 million, or 18.0 percent, during the fourth quarter. These declines in the fourth quarter were offset partially by increases in consumer mortgage nonaccrual loans as well as commercial and industrial owner-occupied real estate nonaccrual loans. Total loans 90 days or more past due and still accruing declined $3.9 million from $7.4 million at September 30, 2011 to $3.4 million at December 31, 2011, and restructured loans and leases still accruing increased $1.1 million from $41.0 million at September 30, 2011 to $42.0 million at December 31, 2011.

At the end of the fourth quarter, 84.9 percent of nonaccrual loans were determined to be collaterally dependent, and after write-downs and specific reserves, the remaining book balance of these loans was 68.0 percent of the unpaid principal balance. At December 31, 2011, 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 178 percent. In addition, 51.0 percent of nonaccrual loans were paying as agreed at December 31, 2011, compared with 48.1 percent at the end of the third quarter of 2011.

Other real estate owned increased $11.1 million to $173.8 million during the fourth quarter of 2011. This increase reflected $36.5 million added through foreclosure, partially offset by sales of other real estate owned of $16.7 million, which increased from sales of $13.1 million for the third quarter of 2011. Write-downs in the value of existing properties were $8.7 million for the fourth quarter of 2011, representing an increase of $4.3 million from $4.4 million for the third quarter of 2011. The sales of other real estate owned during the fourth quarter of 2011 resulted in no material net gain or loss, consistent with the third quarter of 2011. The write-downs of existing other real estate owned reflected our continued efforts to value ORE properties at disposition value. "We were pleased with the disposal progress made during the quarter," commented Patterson. At December 31, 2011 other real estate owned was carried at 54 percent of the aggregate loan balances at the time of foreclosure, compared with 56 percent at September 30, 2011.

Patterson added, "We continue to have solid performance from our community banking group as well as our other noninterest revenue lines of business, which include our insurance group and our mortgage business. Our mortgage business had another strong year, both in terms of production and revenue, and our insurance group produced organic growth when compared to the same quarter last year as well as on an annual basis. Additionally, despite margin pressure attributable to a weak lending environment and historically low interest rates, we have been able to maintain our net interest margin."

Net Interest Revenue

Net interest revenue was $107.5 million for the fourth quarter of 2011, a decrease of 2.5 percent from $110.3 million for the fourth quarter of 2010 and 0.5 percent from $108.1 million for the third quarter of 2011. The fully taxable equivalent net interest margin was 3.69 percent for the fourth quarter of 2011 compared with 3.59 percent for the fourth quarter of 2010 and 3.66 percent for the third quarter of 2011.

Asset, Deposit and Loan Activity

Total assets were $13.0 billion at December 31, 2011 compared with $13.6 billion at December 31, 2010. Total deposits were $11.0 billion at December 31, 2011, a decrease of 4.7 percent from $11.5 billion at December 31, 2010. Loans and leases, net of unearned income, were $8.9 billion at December 31, 2011, a decrease of 5.0 percent from $9.3 billion at December 31, 2010.

The CAD loan portfolio, which decreased $266.4 million, or 22.7 percent, for the 12 months ended December 31, 2011, accounted for 58.0 percent of the decline in net loans and leases over the year. Excluding the impact of the CAD loan portfolio, net loans and leases declined $196.4 million, or 2.4 percent, for the 12 months ended December 31, 2011.

Time deposits, which decreased $648.5 million, or 17.8 percent, for the 12 months ended December 31, 2011, were offset partially by significant growth in noninterest bearing demand deposits, which increased $209.7 million, or 10.2 percent, over the year. Additionally, savings deposits increased $128.7 million, or 14.9 percent, for the 12 months ended December 31, 2011, while interest bearing demand deposits decreased $224.7 million, or 4.6 percent. Core deposits represented 87 percent of total deposits at December 31, 2011, compared with 85 percent of total deposits at December 31, 2010. Approximately $1.1 billion of time deposits are scheduled to mature during the first half of 2012 at a weighted average rate of 1.26 percent.

Provision for Credit Losses and Allowance for Credit Losses

During the fourth quarter of 2011, the Company's management concluded that the previously reported material weakness in internal control over financial reporting, which resulted from a control deficiency in the Company's credit grading process, has been remediated. Patterson added, "The successful remediation of the previously reported material weakness represents the completion of a great deal of work in improving our processes. Importantly, the hard work applied to address our deficiencies will provide stronger credit processes for our business in the future."

For the fourth quarter of 2011, the provision for credit losses was $19.3 million, compared with $43.3 million for the fourth quarter of 2010 and $25.1 million for the third quarter of 2011. The decrease in the provision for credit losses reflected 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, improved past dues, and stable charge-offs. Annualized net charge-offs were 1.06 percent of average loans and leases for the fourth quarter of 2011, compared with 2.19 percent for the fourth quarter of 2010 and 1.01 percent for the third quarter of 2011.

NPLs were $322.3 million, or 3.63 percent of net loans and leases, at December 31, 2011 compared with $394.4 million, or 4.23 percent of net loans and leases, at December 31, 2010 and $362.8 million, or 4.01 percent of net loans and leases, at September 30, 2011. The allowance for credit losses was 2.20 percent of net loans and leases at December 31, 2011 compared with 2.11 percent at December 31, 2010 and 2.21 percent at September 30, 2011.

NPLs at December 31, 2011 consisted primarily of $276.8 million of nonaccrual loans, compared with $314.5 million of nonaccrual loans at September 30, 2011. NPLs at December 31, 2011 also included $3.4 million of loans 90 days or more past due and still accruing, compared with $7.4 million of such loans at September 30, 2011, and included restructured loans still accruing of $42.0 million at December 31, 2011, compared with $41.0 million of such loans at September 30, 2011. Loans and leases 30 to 89 days past due were $37.5 million at December 31, 2011 compared with $54.1 million of such loans at September 30, 2011.

Included in the reduction of nonaccrual loans during the fourth quarter of 2011 were payments received on nonaccrual loans of $15.1 million. Patterson added, "While we have not had a significant return of nonaccrual loans to performing status, we are encouraged that the trend of increasing nonaccrual loans paying as agreed should provide an opportunity to return certain NPLs to performing status in the future."

At December 31, 2011, $88.2 million of NPLs were residential CAD loans, $47.0 million were other CAD loans, $61.8 million were commercial real estate mortgage loans and $52.6 million were consumer mortgages. NPLs from all other loan types totaled $72.6 million at December 31, 2011. Included in nonaccrual loans at December 31, 2011 were $141.2 million of loans, or 51.0 percent of total nonaccrual loans, that were paying as agreed. These loans were generally placed on nonaccrual status because the collateral values were less than the outstanding balances, and because of uncertainty as to whether the borrowers possessed adequate liquidity or will be able to generate sufficient cash flow to satisfy the debt given the short-fall in collateral values. Such loans are generally deemed to be impaired, with a specific reserve established for the difference in the balance owed and the collateral values.

Noninterest Revenue

Noninterest revenue was $65.3 million for the fourth quarter of 2011, compared with $74.0 million for the fourth quarter of 2010 and $62.1 million for the third quarter of 2011. These results included negative MSR valuation adjustments of $1.0 million and $11.7 million for the fourth quarter of 2011 and the third quarter of 2011, respectively, and a positive MSR valuation adjustment of $8.9 million for the fourth quarter of 2010.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $9.9 million for the fourth quarter of 2011, compared with $9.2 million for the fourth quarter of 2010 and $10.2 million for the third quarter of 2011. Mortgage origination volume for the fourth quarter of 2011 was $389.6 million, compared with $451.9 million for the fourth quarter of 2010 and $374.8 million for the third quarter of 2011.

Credit and debit card fees decreased $2.2 million, or 21.8 percent, for the fourth quarter of 2011 from the fourth quarter of 2010 and $5.2 million, or 40.0 percent, from the third quarter of 2011. Service charges increased $0.6 million, or 3.3 percent, for the comparable quarters and were flat on a sequential quarter basis. Insurance commissions rose $1.4 million, or 7.8 percent, for the comparable quarters and declined $2.6 million, or 11.8 percent, on a sequential quarter basis.

Noninterest Expense

Noninterest expense for the fourth quarter of 2011 was $135.9 million, compared with $123.4 million for the fourth quarter of 2010 and $130.7 million for the third quarter of 2011. Results for the third quarter of 2011 included a one-time expense of $3.1 million related to the closure of 22 branch offices under the Company's branch optimization project.

Foreclosed property expense increased to $10.8 million for the fourth quarter of 2011 from $6.1 million for the fourth quarter of 2010 and $6.1 million for the third quarter of 2011. Deposit insurance assessments decreased to $5.7 million for the fourth quarter of 2011 from $5.9 million for the fourth quarter of 2010 and increased from $3.8 million for the third quarter of 2011.

Capital Management

BancorpSouth remains a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 11.77 percent at December 31, 2011 and total risk based capital of 13.03 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 to 9.72 percent at December 31, 2011, compared with 8.98 percent at December 31, 2010 and 9.60 percent at September 30, 2011. The ratio of tangible shareholders' equity to tangible assets increased to 7.67 percent at December 31, 2011, compared with 7.00 percent at December 31, 2010 and 7.58 percent at September 30, 2011.

Summary

Patterson concluded, "Our fourth quarter results indicate improvement achieved in our credit costs and other credit metrics, which reflect progress towards problem asset resolution. We are focused on continuing to improve asset quality. However, we remain cautious about the impact of the current economic environment on our near-term results. Despite this difficult environment, we continue to be pleased with the performance of our core operations. We have successfully maintained our net interest margin and have steadily increased revenue from our noninterest lines of business.

"BancorpSouth remains a well capitalized financial institution, built on customer service, relationships, and a comprehensive range of financial products. We have continued to work to deepen relationships with existing clients and to develop new relationships through our deposit offerings, mortgage lending, insurance, and other products and services. We believe these attributes and efforts will allow us to continue to build our prospects for long-term growth and increased shareholder value."

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2011 results on January 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "may," "might," "will," "would," "could" or "intend." These forward-looking statements include, without limitation, statements relating to our ability to return nonaccrual loans to performing status, the strength of our credit processes, our ability to enhance prospects for 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 soundness of other financial institutions, the availability of capital on favorable terms if and when needed, liquidity risk, the credit risk associated with real estate construction, acquisition and development loans, estimates of costs and values associated with real estate construction, acquisition and development loans in the Company's loan portfolio, the adequacy of the Company's allowance for credit losses to cover actual credit losses, governmental regulation and supervision of the Company's operations, the susceptibility of the Company's business to local economic conditions, the impact of recent legislation and regulations on service charges for core deposit accounts, changes in interest rates, the impact of monetary policies and economic factors on the Company's ability to attract deposits or make loans, volatility in capital and credit markets, the impact of hurricanes or other adverse weather events, risks in connection with completed or potential acquisitions, dilution caused by the Company's issuance of any additional shares of its common stock to raise capital or to acquire other banks, bank holding companies, financial holding companies and insurance agencies, restrictions on the Company's ability to declare and pay dividends, the Company's growth strategy, diversification in the types of financial services the Company offers, competition with other financial services companies, interruptions or breaches in security of the Company's information systems, the failure of certain third party vendors to perform, the Company's ability to improve its internal controls adequately, any requirement that the Company write down goodwill or other intangible assets, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in BancorpSouth's filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 286 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas. BancorpSouth Bank also operates an insurance location in Illinois.

    BancorpSouth, Inc.
    Selected Financial Data
    -----------------------
                                              Three Months Ended          Twelve Months Ended
                                                 December 31,                 December 31,
                                                 ------------                 ------------
                                                                    2011                         2010         2011             2010
                                                                    ----                         ----         ----             ----
    (Dollars in thousands, except
     per share amounts)
    Earnings Summary:
    Net interest revenue                                        $107,489                     $110,253     $434,913         $441,142
    Provision for credit losses                                   19,250                       43,293      130,081          204,016
    Noninterest revenue                                           65,335                       73,974      270,845          264,144
    Noninterest expense                                          135,856                      123,447      533,633          487,033
                                                                 -------                      -------      -------          -------
    Income before income taxes                                    17,718                       17,487       42,044           14,237
    Income tax provision (benefit)                                 4,415                        1,641        4,475           (8,705)
    Net income                                                   $13,303                      $15,846      $37,569          $22,942
                                                                 =======                      =======      =======          =======
    Earning per share:  Basic                                      $0.16                        $0.19        $0.45            $0.28
                                                                   =====                        =====        =====            =====
                                      Diluted                      $0.16                        $0.19        $0.45            $0.27
                                                                   =====                        =====        =====            =====


    Balance sheet data at December
     31:
    Total assets                                                                                       $12,995,851      $13,615,010
    Total earning assets                                                                                11,770,950       12,458,055
    Loans and leases, net of
     unearned income                                                                                     8,870,311        9,333,107
    Allowance for credit losses                                                                            195,118          196,913
    Total deposits                                                                                      10,955,189       11,490,021
    Common shareholders' equity                                                                          1,262,912        1,222,244
    Book value per share                                                                                     15.13            14.64


    Average balance sheet data:
    Total assets                                             $13,046,779                  $13,559,038  $13,280,047      $13,304,836
    Total earning assets                                      11,918,358                   12,510,705   12,143,391       12,223,933
    Loans and leases, net of
     unearned interest                                         8,954,229                    9,418,687    9,159,431        9,621,529
    Total deposits                                            11,017,231                   11,292,903   11,251,406       11,107,445
    Common shareholders' equity                                1,268,905                    1,225,514    1,240,768        1,241,321

    Non-performing assets at
     December 31:
    Non-accrual loans and leases                                                                          $276,798         $347,499
    Loans and leases 90+ days past
     due, still accruing                                                                                     3,434            8,500
    Restructured loans and leases,
     still accruing                                                                                         42,018           38,376
    Other real estate owned                                                                                173,805          133,412
                                                                                                           -------          -------
    Total non-performing assets                                                                            496,055          527,787

    Net charge-offs as a percentage
         of average loans (annualized)                              1.06%                        2.19%        1.44%            1.90%

    Performance ratios (annualized):
    Return on average assets                                        0.40%                        0.46%        0.28%            0.17%
    Return on common equity                                         4.16%                        5.13%        3.03%            1.85%
    Total shareholders' equity to
     total assets                                                   9.72%                        8.98%        9.72%            8.98%
    Tangible shareholders' equity to
     tangible assets                                                7.67%                        7.00%        7.67%            7.00%
    Net interest margin                                             3.69%                        3.59%        3.69%            3.70%

    Average shares outstanding -
     basic                                                    83,488,102                   83,435,268   83,486,296       83,425,183
    Average shares outstanding -
     diluted                                                  83,503,611                   83,471,420   83,509,759       83,515,040
    Cash dividends per share                                       $0.01                        $0.22        $0.14            $0.88

    Tier I capital                                                                                           11.77% (1)       10.61%
    Total capital                                                                                            13.03% (1)       11.87%
    Tier I leverage capital                                                                                   8.85% (1)        8.07%
    (1)  Estimated as of earnings
     release date

                                                                                 BancorpSouth, Inc.
                                                                            Consolidated Balance Sheets
                                                                                    (Unaudited)

                                       Dec-11                          Sep-11                           Jun-11             Mar-11              Dec-10
                                       ------                          ------                           ------             ------              ------
                                                (Dollars in thousands)
    Assets
    ------
    Cash and due from
     banks                                       $195,681                         $161,876                        $166,761           $146,989             $99,916
    Interest bearing
     deposits with other
     banks                                        303,663                          338,250                         304,344            102,312             172,170
    Held-to-maturity
     securities, at
     amortized cost                                     -                                -                               -          1,667,203           1,613,019
    Available-for-sale
     securities, at fair
     value                                      2,513,518                        2,481,555                       2,560,824          1,145,463           1,096,062
    Federal funds sold and
     securities
         purchased under
          agreement to resell                           -                                -                               -            150,000             150,000
    Loans and leases                            8,911,258                        9,096,928                       9,255,879          9,255,609           9,376,351
      Less:  Unearned income                       40,947                           41,023                          41,326             41,773              43,244
                 Allowance for credit
                  losses                          195,118                          199,686                         197,627            198,333             196,913
                                                                                                                                      -------             -------
    Net loans and leases                        8,675,193                        8,856,219                       9,016,926          9,015,503           9,136,194
    Loans held for sale                            83,458                          100,687                          70,519             56,876              93,697
    Premises and
     equipment, net                               323,383                          323,285                         328,075            329,862             332,890
    Accrued interest
     receivable                                    51,266                           53,338                          55,525             61,105              61,025
    Goodwill                                      271,297                          271,297                         271,297            271,297             270,097
    Bank owned life
     insurance                                    200,085                          197,945                         197,028            194,988             194,064
    Other real estate
     owned                                        173,805                          162,686                         151,204            136,412             133,412
    Other assets                                  204,502                          251,380                         244,547            269,228             262,464
        Total Assets                          $12,995,851                      $13,198,518                     $13,367,050        $13,547,238         $13,615,010
                                              ===========                      ===========                     ===========        ===========         ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest
       bearing                                 $2,269,799                       $2,198,535                      $2,096,655         $2,027,990          $2,060,145
                      Interest bearing          4,706,825                        4,736,858                       4,939,553          5,023,073           4,931,518
      Savings                                     991,702                          968,277                         944,993            932,574             863,034
      Other time                                2,986,863                        3,159,563                       3,327,262          3,480,477           3,635,324
    Total deposits                             10,955,189                       11,063,233                      11,308,463         11,464,114          11,490,021
    Federal funds
     purchased and
        securities sold under
         agreement
        to repurchase                             373,933                          449,501                         426,097            421,782             440,593
    Short-term Federal
     Home Loan Bank
     borrowings
       and other short-term
        borrowing                                   1,500                            1,500                             703              2,715               2,727
    Accrued interest
     payable                                        8,644                           10,017                          11,348             13,238              14,336
    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                          35,000            110,000             110,000
    Other liabilities                             199,861                          213,702                         178,424            164,016             174,777
                                                                                                                                      -------             -------
    Total Liabilities                          11,732,939                       11,931,765                      12,120,347         12,336,177          12,392,766
    Shareholders' Equity
    --------------------
    Common stock                                  208,709                          208,722                         208,722            208,704             208,704
    Capital surplus                               227,567                          227,006                         226,362            225,597             224,976
    Accumulated other
     comprehensive income
     (loss)                                        (2,261)                          14,595                           6,289            (16,579)            (14,453)
    Retained earnings                             828,897                          816,430                         805,330            793,339             803,017
    Total Shareholders'
     Equity                                     1,262,912                        1,266,753                       1,246,703          1,211,061           1,222,244
                                                                                                                                    ---------           ---------
    Total Liabilities &
     Shareholders' Equity                     $12,995,851                      $13,198,518                     $13,367,050        $13,547,238         $13,615,010
                                              ===========                      ===========                     ===========        ===========         ===========

                                                                                 BancorpSouth, Inc.
                                                                        Consolidated Average Balance Sheets
                                                                                    (Unaudited)

                                       Dec-11                          Sep-11                            Jun-11              Mar-11              Dec-10
                                       ------                          ------                            ------              ------              ------
                                                (Dollars in thousands)
    Assets
    ------
    Cash and due from
     banks                                       $151,004                         $148,409                         $151,194            $156,329            $176,979
    Interest bearing
     deposits with other
     banks                                        384,231                          309,146                          187,901             167,271             282,396
    Held-to-maturity
     securities, at
     amortized cost                                     -                                -                        1,097,562           1,653,284           1,436,222
    Available-for-sale
     securities, at fair
     value                                      2,509,943                        2,529,482                        1,609,720           1,085,131             996,006
    Federal funds sold and
     securities
         purchased under
          agreement to resell                       2,174                                -                           38,736             150,000             209,511
    Loans and leases                            8,995,035                        9,179,730                        9,291,434           9,342,939           9,461,161
      Less:  Unearned income                       40,806                           41,316                           42,307              42,954              42,474
                 Allowance for credit
                  losses                          208,005                          205,209                          212,968             218,107             215,278
                                                                                                                    -------             -------             -------
    Net loans and leases                        8,746,224                        8,933,205                        9,036,159           9,081,878           9,203,409
    Loans held for sale                            67,781                           62,025                           44,704              39,098              91,262
    Premises and
     equipment, net                               322,544                          326,800                          328,829             330,920             333,516
    Accrued interest
     receivable                                    49,256                           53,122                           54,570              58,450              58,591
    Goodwill                                      271,297                          271,297                          271,297             270,510             270,097
    Bank owned life
     insurance                                     14,558                           14,642                           14,189              13,217               9,836
    Other real estate
     owned                                        164,841                          152,052                          138,827             129,781              98,944
    Other assets                                  362,926                          374,475                          391,872             403,894             392,269
        Total Assets                          $13,046,779                      $13,174,655                      $13,365,560         $13,539,763         $13,559,038
                                              ===========                      ===========                      ===========         ===========         ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest
       bearing                                 $2,248,904                       $2,147,707                       $2,018,197          $1,893,720          $1,975,318
                      Interest bearing          4,714,059                        4,789,462                        4,977,764           5,153,063           4,740,734
      Savings                                     975,892                          957,871                          941,169             897,312             831,805
      Other time                                3,078,376                        3,246,332                        3,418,741           3,553,543           3,745,046
    Total deposits                             11,017,231                       11,141,372                       11,355,871          11,497,638          11,292,903
    Federal funds
     purchased and
        securities sold under
         agreement
        to repurchase                             430,968                          457,640                          423,949             430,930             475,760
    Short-term Federal
     Home Loan Bank
     borrowings
       and other short-term
        borrowing                                   1,500                              486                            1,641               2,719             147,839
    Accrued interest
     payable                                       10,617                           12,108                           13,558              14,873              16,811
    Junior subordinated
     debt securities                              160,312                          160,312                          160,312             160,312             160,312
    Long-term Federal
     Home Loan Bank
     borrowings                                    33,500                           34,984                           89,395             110,000             110,000
    Other liabilities                             123,746                          115,938                           98,553             103,892             129,899
                                                                                                                     ------             -------             -------
    Total Liabilities                          11,777,874                       11,922,840                       12,143,279          12,320,364          12,333,524
    Shareholders' Equity
    --------------------
    Common stock                                  208,722                          208,722                          208,715             208,704             208,704
    Capital surplus                               227,201                          226,582                          225,912             225,162             224,357
    Accumulated other
     comprehensive income
     (loss)                                         8,927                            6,379                          (10,040)            (14,346)             (3,331)
    Retained earnings                             824,055                          810,132                          797,694             799,879             795,784
    Total Shareholders'
     Equity                                     1,268,905                        1,251,815                        1,222,281           1,219,399           1,225,514
                                                                                                                  ---------           ---------           ---------
    Total Liabilities &
     Shareholders' Equity                     $13,046,779                      $13,174,655                      $13,365,560         $13,539,763         $13,559,038
                                              ===========                      ===========                      ===========         ===========         ===========

                                                                                                             BancorpSouth, Inc.
                                                                                                Consolidated Condensed Statements of Income
                                                                                               (Dollars in thousands, except per share data)
                                                                                                                (Unaudited)

                                                                      Quarter Ended                                       Year To Date
                                                                      -------------                                       ------------
                                                      Dec-11                        Sep-11                                 Jun-11            Mar-11           Dec-10           Dec-11          Dec-10
                                                      ------                        ------                                 ------            ------           ------           ------          ------
    INTEREST REVENUE:
    Loans and leases                                         $112,566                      $114,260                                $116,892         $117,358         $121,672         $461,076        $496,782
    Deposits with other banks                                     252                           203                                     124              122              222              701             355
    Federal funds sold and securities purchased
       under agreement to resell                                    1                             -                                      35              131              168              167             606
    Held-to-maturity securities:
        Taxable                                                     -                             -                                   5,066            8,014            8,490           13,080          36,278
        Tax-exempt                                                  -                             -                                   2,291            3,347            2,952            5,638          10,409
    Available-for-sale securities:
        Taxable                                                11,781                        13,172                                  10,451            8,585            7,836           43,989          32,033
        Tax-exempt                                              4,158                         4,130                                   1,871              824              815           10,983           3,275
    Loans held for sale                                           635                           632                                     505              447              902            2,219           3,024
                                                                  ---                           ---                                     ---              ---              ---            -----           -----
            Total interest revenue                            129,393                       132,397                                 137,235          138,828          143,057          537,853         582,762
                                                              -------                       -------                                 -------          -------          -------          -------         -------

    INTEREST EXPENSE:
    Interest bearing demand                                     4,737                         5,324                                   6,039            6,546            7,462           22,646          35,187
    Savings                                                       747                           828                                     810              826              891            3,211           3,576
    Other time                                                 13,104                        14,837                                  16,285           17,483           19,827           61,709          83,999
    Federal funds purchased and securities sold
       under agreement to repurchase                               76                            95                                     135              152              189              458             841
    FHLB borrowings                                               367                           375                                   1,194            1,523            1,569            3,459           6,545
    Junior subordinated debt                                    2,871                         2,861                                   2,860            2,859            2,864           11,451          11,461
    Other                                                           2                             2                                       -                2                2                6              11
                                                                  ---                           ---                                     ---              ---              ---              ---             ---
            Total interest expense                             21,904                        24,322                                  27,323           29,391           32,804          102,940         141,620
                                                               ------                        ------                                  ------           ------           ------          -------         -------

            Net interest revenue                              107,489                       108,075                                 109,912          109,437          110,253          434,913         441,142
      Provision for credit losses                              19,250                        25,112                                  32,240           53,479           43,293          130,081         204,016
                                                               ------                        ------                                  ------           ------           ------          -------         -------
            Net interest revenue, after provision for
              credit losses                                    88,239                        82,963                                  77,672           55,958           66,960          304,832         237,126
                                                               ------                        ------                                  ------           ------           ------          -------         -------

    NONINTEREST REVENUE:
    Mortgage lending                                            8,928                        (1,443)                                  2,003            7,581           18,126           17,069          29,745
    Credit card, debit card and merchant fees                   7,783                        12,981                                  11,263           10,346            9,951           42,373          37,663
    Service charges                                            17,412                        17,334                                  16,556           15,368           16,854           66,670          70,690
    Trust income                                                3,348                         2,854                                   2,850            3,134            3,072           12,186          11,149
    Security gains (losses), net                                   18                         2,047                                  10,045               17             (470)          12,127           2,569
    Insurance commissions                                      19,416                        22,012                                  22,941           22,549           18,013           86,918          82,172
    Other                                                       8,430                         6,270                                   9,486            9,316            8,428           33,502          30,156
                                                                -----                         -----                                   -----            -----            -----           ------          ------
            Total noninterest revenue                          65,335                        62,055                                  75,144           68,311           73,974          270,845         264,144
                                                               ------                        ------                                  ------           ------           ------          -------         -------

    NONINTEREST EXPENSE:
    Salaries and employee benefits                             70,512                        71,851                                  70,142           70,375           65,980          282,880         271,688
    Occupancy, net of rental income                            10,315                        11,144                                  10,232           10,671           10,668           42,362          43,008
    Equipment                                                   5,108                         5,346                                   5,595            5,658            5,459           21,707          22,598
    Deposit insurance assessments                               5,674                         3,781                                   6,436            5,425            5,895           21,316          19,259
    Prepayment penalty on FHLB borrowings                           -                             -                                   9,778                -                -            9,778               -
    Other                                                      44,247                        38,576                                  34,886           37,881           35,445          155,590         130,480
                                                               ------                        ------                                  ------           ------
            Total noninterest expenses                        135,856                       130,698                                 137,069          130,010          123,447          533,633         487,033
                                                              -------                       -------                                 -------          -------          -------          -------         -------
            Income (loss) before income taxes                  17,718                        14,320                                  15,747           (5,741)          17,487           42,044          14,237
    Income tax expense (benefit)                                4,415                         2,386                                   2,921           (5,247)           1,641            4,475          (8,705)
                                                                -----                         -----                                                   ------                             -----
            Net income (loss)                                 $13,303                       $11,934                                 $12,826            ($494)         $15,846          $37,569         $22,942
                                                              =======                       =======                                 =======            =====          =======          =======         =======

    Net income (loss) per share: Basic                          $0.16                         $0.14                                   $0.15           ($0.01)           $0.19            $0.45           $0.28
                                                                =====                         =====                                   =====           ======            =====            =====           =====
                                              Diluted           $0.16                         $0.14                                   $0.15           ($0.01)           $0.19            $0.45           $0.27
                                                                =====                         =====                                   =====           ======            =====            =====           =====

                                                                                   BancorpSouth, Inc.
                                                                                   Selected Loan Data
                                                                                 (Dollars in thousands)
                                                                                       (Unaudited)

                                                Quarter Ended
                                                -------------
                             Dec-11                           Sep-11                                    Jun-11             Mar-11             Dec-10
                             ------                           ------                                    ------             ------             ------
    LOAN AND LEASE
     PORTFOLIO:
    Commercial and
     industrial                     $1,473,728                       $1,503,391                                $1,526,686         $1,484,223         $1,491,183
    Real estate
       Consumer mortgages            1,945,190                        1,966,124                                 1,971,499          1,958,367          1,951,563
       Home equity                     514,362                          523,030                                   531,787            531,406            543,272
       Agricultural                    239,487                          249,715                                   255,310            250,393            252,292
       Commercial and
        industrial-owner
        occupied                     1,301,575                        1,329,644                                 1,366,734          1,316,824          1,331,473
       Construction,
        acquisition and
        development                    908,362                          976,694                                 1,060,675          1,117,335          1,174,743
       Commercial                    1,754,022                        1,772,003                                 1,764,648          1,831,226          1,816,951
    Credit cards                       106,281                          103,232                                   101,955            100,732            106,345
    All other                          627,304                          632,072                                   635,259            623,330            665,285
                                       -------                          -------                                   -------            -------            -------
         Total loans                $8,870,311                       $9,055,905                                $9,214,553         $9,213,836         $9,333,107
                                    ----------                       ----------                                ----------         ----------         ----------

    ALLOWANCE FOR
     CREDIT LOSSES:
    Balance, beginning
     of period                        $199,686                         $197,627                                  $198,333           $196,913           $205,081

    Loans and leases
     charged off:
    Commercial and
     industrial                         (1,677)                          (1,295)                                   (5,556)            (8,809)            (1,782)
    Real estate
       Consumer mortgages               (2,953)                          (2,344)                                   (1,629)            (3,260)            (5,291)
       Home equity                      (1,667)                          (1,712)                                   (1,391)            (1,082)            (1,138)
       Agricultural                       (110)                          (2,345)                                     (373)              (592)              (487)
       Commercial and
        industrial-owner
        occupied                        (1,136)                          (4,222)                                   (3,228)            (1,716)            (1,659)
       Construction,
        acquisition and
        development                    (10,539)                          (7,697)                                  (16,783)           (32,343)           (34,989)
       Commercial                       (6,858)                          (4,467)                                   (1,597)            (4,514)            (6,327)
    Credit cards                          (706)                            (760)                                     (725)              (881)              (990)
    All other                             (794)                            (770)                                   (4,971)              (553)            (2,093)
         Total loans charged
          off                          (26,440)                         (25,612)                                  (36,253)           (53,750)           (54,756)
                                       -------                          -------                                   -------            -------            -------

    Recoveries:
    Commercial and
     industrial                            446                              348                                       589                184                707
    Real estate
       Consumer mortgages                  263                              485                                       220                143                423
       Home equity                          43                               51                                        46                 45                 60
       Agricultural                         76                                -                                        45                  2                  4
       Commercial and
        industrial-owner
        occupied                           100                               99                                        21                173                195
       Construction,
        acquisition and
        development                        971                              923                                     1,493                564                776
       Commercial                          340                              300                                       392                 13                707
    Credit cards                           168                              141                                       239                255                143
    All other                              215                              212                                       262                312                280
         Total recoveries                2,622                            2,559                                     3,307              1,691              3,295
                                         -----                            -----                                     -----              -----              -----

    Net charge-offs                    (23,818)                         (23,053)                                  (32,946)           (52,059)           (51,461)

    Provision charged
     to operating
     expense                            19,250                           25,112                                    32,240             53,479             43,293
    Balance, end of
     period                           $195,118                         $199,686                                  $197,627           $198,333           $196,913
                                      --------                         --------                                  --------           --------           --------

    Average loans for
     period                         $8,954,229                       $9,138,414                                $9,249,127         $9,300,029         $9,418,687
                                    ==========                       ==========                                ==========         ==========         ==========

    Ratio:
    Net charge-offs to
     average loans
     (annualized)                         1.06%                            1.01%                                     1.42%              2.24%              2.19%
                                          ====                             ====                                      ====               ====               ====

                                                                                            BancorpSouth, Inc.
                                                                                            Selected Loan Data
                                                                                          (Dollars in thousands)
                                                                                               (Unaudited)

                                                                                           Quarter Ended
                                                                                           -------------
                                                                         Dec-11                                  Sep-11           Jun-11           Mar-11           Dec-10
                                                                         ------                                  ------           ------           ------           ------
    NON-PERFORMING ASSETS
    NON-PERFORMING LOANS AND LEASES:
      Nonaccrual Loans and Leases
        Commercial and industrial                                                $12,260                                 $11,122           $9,337          $14,655          $13,075
        Real estate
           Consumer mortgages                                                     47,878                                  44,100           34,174           36,025           34,021
           Home equity                                                             2,036                                   2,634            1,232            1,543              811
           Agricultural                                                            4,179                                   6,254            8,526            7,597            7,589
           Commercial and industrial-owner occupied                               33,112                                  26,977           26,387           24,638           20,338
           Construction, acquisition and development                             133,110                                 171,566          200,434          224,847          211,547
           Commercial                                                             40,616                                  49,500           48,571           58,945           57,766
        Credit cards                                                                 594                                     551              546              617              720
        All other                                                                  3,013                                   1,775            1,869            1,859            1,632
                                                                                   -----                                   -----            -----            -----            -----
             Total nonaccrual loans and leases                                   276,798                                 314,479          331,076          370,726          347,499
                                                                                 -------                                 -------          -------          -------          -------

      Loans and Leases 90+ Days Past Due, Still Accruing:
        Commercial and industrial                                                     12                                   1,846              118              501              675
        Real estate
           Consumer mortgages                                                      2,974                                   4,136            2,482            3,152            6,521
           Home equity                                                                 -                                     134              242              139              173
           Agricultural                                                                -                                     131                -                7              123
           Commercial and industrial-owner occupied                                    -                                      42                -              255               20
           Construction, acquisition and development                                   -                                     290              432               19              197
           Commercial                                                                  -                                     106               19                7                -
        Credit cards                                                                 299                                     257              299              240              330
        All other                                                                    149                                     412              388              509              461
             Total loans and leases 90+ days past due, still accruing              3,434                                   7,354            3,980            4,829            8,500
                                                                                   -----                                   -----            -----            -----            -----

      Restructured Loans and Leases, Still Accruing                               42,018                                  40,966           44,786           49,472           38,376
         Total non-performing loans and leases                                   322,250                                 362,799          379,842          425,027          394,375
                                                                                 -------                                 -------          -------          -------          -------

    OTHER REAL ESTATE OWNED:                                                     173,805                                 162,686          151,204          136,412          133,412
                                                                                 -------                                 -------          -------          -------          -------

    Total Non-performing Assets                                                 $496,055                                $525,485         $531,046         $561,439         $527,787
                                                                                ========                                ========         ========         ========         ========

    Additions to Nonaccrual Loans and Leases During the Quarter                  $39,474                                 $60,799          $50,427         $111,241         $131,140
                                                                                 =======                                 =======          =======         ========         ========

      Loans and Leases 30-89 Days Past Due, Still Accruing:
        Commercial and industrial                                                 $8,065                                  $9,759           $7,903           $8,407          $13,654
        Real estate
           Consumer mortgages                                                     15,864                                  20,144           18,621           17,136           19,147
           Home equity                                                             2,037                                   2,066            2,916            2,492            1,906
           Agricultural                                                              339                                   1,485            2,901              818            1,122
           Commercial and industrial-owner occupied                                2,154                                   7,348            2,786            4,369           10,183
           Construction, acquisition and development                               2,714                                   4,469            4,939            8,047            6,758
           Commercial                                                              3,292                                   5,136            4,091            7,090            3,823
        Credit cards                                                                 802                                     851              785              969            1,023
        All other                                                                  2,280                                   2,832            3,005            2,192            2,766
                                                                                   -----                                   -----            -----            -----            -----
             Total Loans and Leases 30-89 days past due, still accruing          $37,547                                 $54,090          $47,947          $51,520          $60,382
                                                                                 =======                                 =======          =======          =======          =======

    Credit Quality Ratios:
    Provision for credit losses to average loans and leases (annualized)            0.86%                                   1.10%            1.39%            2.30%            1.84%
    Allowance for credit losses to net loans and leases                             2.20%                                   2.21%            2.14%            2.15%            2.11%
    Allowance for credit losses to non-performing assets                           39.33%                                  38.00%           37.21%           35.33%           37.31%
    Allowance for credit losses to non-performing loans and leases                 60.55%                                  55.04%           52.03%           46.66%           49.93%
    Non-performing loans and leases to net loans and leases                         3.63%                                   4.01%            4.12%            4.61%            4.23%
    Non-performing assets to net loans and leases                                   5.59%                                   5.80%            5.76%            6.09%            5.65%

                                                                                            BancorpSouth, Inc.
                                                                                            Selected Loan Data
                                                                                          (Dollars in thousands)
                                                                                                (Unaudited)

                                                         Quarter Ended
                                                         -------------
                                        Dec-11                           Sep-11                                  Jun-11             Mar-11             Dec-10
                                        ------                           ------                                  ------             ------             ------
    REAL ESTATE CONSTRUCTION,
     ACQUISITION
       AND DEVELOPMENT ("CAD")
        PORTFOLIO:
      Outstanding Balance
         Multi-family construction               $2,138                          $10,349                                   $19,116            $21,051            $27,992
         One-to-four family
          construction                          169,827                          181,445                                   198,809            212,435            218,554
         Recreation and all other
          loans                                  67,235                           61,084                                    66,366             63,686             48,375
         Commercial construction                130,124                          140,570                                   160,834            155,402            173,557
         Commercial acquisition and
          development                           197,044                          206,516                                   222,460            244,950            250,658
         Residential acquisition and
          development                           341,994                          376,730                                   393,090            419,811            455,607
                                                -------                          -------                                   -------            -------            -------
             Total outstanding balance         $908,362                         $976,694                                $1,060,675         $1,117,335         $1,174,743
                                               ========                         ========                                ==========         ==========         ==========

      Nonaccrual CAD Loans
         Multi-family construction               $1,067                $               -                                    $9,174             $8,352            $12,517
         One-to-four family
          construction                           14,690                           17,937                                    24,537             33,570             23,794
         Recreation and all other
          loans                                     436                              712                                       774                708                481
         Commercial construction                  5,235                           10,159                                    16,618             20,889             34,710
         Commercial acquisition and
          development                            23,968                           31,862                                    37,207             47,200             29,658
         Residential acquisition and
          development                            87,714                          110,896                                   112,124            114,128            110,387
                                                 ------                          -------                                   -------            -------            -------
             Total nonaccrual CAD loans         133,110                          171,566                                   200,434            224,847            211,547
                                                -------                          -------                                   -------            -------            -------

      CAD Loans 90+ Days Past
       Due, Still Accruing:
         Multi-family construction                    -                                -                                         -                  -                  -
         One-to-four family
          construction                                -                              211                                         -                  -                  -
         Recreation and all other
          loans                                       -                                -                                         2                  2                  -
         Commercial construction                      -                                -                                         -                  -                195
         Commercial acquisition and
          development                                 -                                -                                         -                  -                  -
         Residential acquisition and
          development                                 -                               79                                       430                 17                  2
                                                                                     ---                                       ---                ---                ---
             Total CAD loans 90+ days
              past due, still accruing                -                              290                                       432                 19                197
                                                    ---                              ---                                       ---                ---                ---

      Restructured CAD Loans,
       Still Accruing
         Multi-family construction                    -                                -                                         -                  -                  -
         One-to-four family
          construction                              318                              321                                     1,697                113                 63
         Recreation and all other
          loans                                     852                               24                                        24                  -                  -
         Commercial construction                      -                                -                                         -                  -                  -
         Commercial acquisition and
          development                               433                            1,415                                     1,415                834                604
         Residential acquisition and
          development                               446                              410                                     2,274              3,408              1,495
                                                    ---                              ---                                     -----              -----              -----
             Total restructured CAD
              loans, still accruing               2,049                            2,170                                     5,410              4,355              2,162
                                                  -----                            -----                                     -----              -----              -----

            Total Non-performing CAD
             loans                             $135,159                         $174,026                                  $206,276           $229,221           $213,906
                                               ========                         ========                                  ========           ========           ========

      CAD NPL as a % of
       Outstanding CAD Balance
         Multi-family construction                 49.9%                               -                                      48.0%              39.7%              44.7%
         One-to-four family
          construction                              8.8%                            10.2%                                     13.2%              15.9%              10.9%
         Recreation and all other
          loans                                     1.9%                             1.2%                                      1.2%               1.1%               1.0%
         Commercial construction                    4.0%                             7.2%                                     10.3%              13.4%              20.1%
         Commercial acquisition and
          development                              12.4%                            16.1%                                     17.4%              19.6%              12.1%
         Residential acquisition and
          development                              25.8%                            29.6%                                     29.2%              28.0%              24.6%
             Total CAD NPL as a % of
              outstanding CAD balance              14.9%                            17.8%                                     19.4%              20.5%              18.2%

                                                                       BancorpSouth, Inc.
                                                                       Selected Loan Data
                                                                     (Dollars in thousands)
                                                                           (Unaudited)

                                                                 December 31, 2011
                                                                 -----------------
                                                                                      Special
                                                 Pass                                 Mention          Substandard          Doubtful        Loss        Impaired         Total
                                                 ----                                 -------          -----------          --------        ----        --------         -----
    LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
    Commercial and industrial                         $1,415,731                                $4,947              $43,549          $1,263        $405           $7,833       $1,473,728
    Real estate
       Consumer mortgages                              1,742,593                                17,914              148,267           4,434         189           31,793        1,945,190
       Home equity                                       492,235                                 2,775               17,050           1,134         493              675          514,362
       Agricultural                                      213,280                                 3,795               19,296              20           -            3,096          239,487
       Commercial and industrial-owner occupied        1,167,220                                18,280               90,778             496           -           24,801        1,301,575
       Construction, acquisition and development         619,497                                23,429              136,412             845           -          128,179          908,362
       Commercial                                      1,501,196                                37,409              179,295               -           -           36,122        1,754,022
    Credit cards                                         105,867                                    41                  175             188          10                -          106,281
    All other                                            587,970                                16,104               20,263             470          73            2,424          627,304
         Total loans                                  $7,845,589                              $124,694             $655,085          $8,850      $1,170         $234,923       $8,870,311
                                                      ==========                              ========             ========          ======      ======         ========       ==========

                                                                                      BancorpSouth, Inc.
                                                                                      Selected Loan Data
                                                                                    (Dollars in thousands)
                                                                                          (Unaudited)

                                                                                         As of
                                                                                         -----
                                                                   Dec-11                                  Sep-11           Jun-11           Mar-11           Dec-10
                                                                   ------                                  ------           ------           ------           ------


    Unpaid principal balance of impaired loans                            $287,099                                $342,839         $374,760         $423,497         $345,377
    Cumulative charge-offs on impaired loans                                52,176                                  62,950           71,103           84,676           71,972
                                                                            ------                                  ------           ------           ------           ------
    Impaired nonaccrual loan and lease outstanding balance                 234,923                                 279,889          303,657          338,821          273,405

    Other non-accrual loans and leases not impaired                         41,875                                  34,590           27,419           31,905           74,094
                                                                            ------                                  ------           ------           ------           ------

         Total non-accrual loans and leases                               $276,798                                $314,479         $331,076         $370,726         $347,499
                                                                          ========                                ========         ========         ========         ========

    Allowance for impaired loans                                            39,708                                  38,657           46,810           49,419           40,719
                                                                            ------                                  ------           ------           ------           ------

         Nonaccrual loans and leases, net of specific reserves            $237,090                                $275,822         $284,266         $321,307         $306,780
                                                                          ========                                ========         ========         ========         ========

    Loans and leases 90+ days past due, still accruing                       3,434                                   7,354            3,980            4,829            8,500
    Restructured loans and leases, still accruing                           42,018                                  40,966           44,786           49,472           38,376
                                                                            ------                                  ------           ------           ------           ------

         Total non-performing loans and leases                            $322,250                                $362,799         $379,842         $425,027         $394,375
                                                                          ========                                ========         ========         ========         ========

    Allowance for impaired loans                                           $39,708                                 $38,657          $46,810          $49,419          $40,719
    Allowance for all other loans and leases                               155,410                                 161,029          150,817          148,914          156,194
                                                                           -------                                 -------          -------          -------          -------

         Total allowance for credit losses                                $195,118                                $199,686         $197,627         $198,333         $196,913
                                                                          --------                                --------         --------         --------         --------

    Outstanding balance of impaired loans                                 $234,923                                $279,889         $303,657         $338,821         $273,405
    Allowance for impaired loans                                            39,708                                  38,657           46,810           49,419           40,719
                                                                            ------                                  ------           ------           ------           ------

         Net book value of impaired loans                                 $195,215                                $241,232         $256,847         $289,402         $232,686
                                                                          ========                                ========         ========         ========         ========


    Net book value of impaired loans as a %
         of unpaid principal balance                                            68%                                     70%              69%              68%              67%

    Coverage of other non-accrual loans and leases not impaired by
         the allowance for all other loans and leases                          371%                                    466%             550%             467%             211%

    Coverage of non-performing loans and leases not impaired
         by the allowance for all other loans and leases                       178%                                    194%             198%             173%             129%

                                                                                                                    BancorpSouth, Inc.
                                                                                                                 Geographical Information
                                                                                                                  (Dollars in thousands)
                                                                                                                       (Unaudited)
                                                   Alabama                                                                                Greater
                                                 and Florida                                                                              Memphis                             Texas and
                                                  Panhandle           Arkansas            Mississippi                 Missouri              Area           Tennessee          Louisiana           Other          Total
                                                  ---------           --------            -----------                 --------              ----           ---------          ---------           -----          -----
    LOAN AND LEASE PORTFOLIO:
    Commercial and industrial                                 $63,583            $188,329               $312,364                 $51,291           $23,745            $80,094            $258,225       $496,097       $1,473,728
    Real estate
       Consumer mortgages                                     111,455             272,857                756,389                  56,808            86,576            162,604             427,955         70,546        1,945,190
       Home equity                                             58,991              42,250                174,632                  26,930            70,034             76,361              63,298          1,866          514,362
       Agricultural                                             6,354              71,592                 71,787                   4,047             9,601             13,163              57,836          5,107          239,487
       Commercial and industrial-owner occupied               115,133             167,935                455,700                  67,055            99,394             98,860             248,107         49,391        1,301,575
       Construction, acquisition and development              103,594              80,121                259,551                  51,432            98,948             98,865             196,490         19,361          908,362
       Commercial                                             199,844             346,534                352,754                 223,849           115,783            101,068             359,989         54,201        1,754,022
    Credit cards                                                    -                   -                      -                       -                 -                  -                   -        106,281          106,281
    All other                                                  29,846              90,905                201,067                   4,443            54,846             47,412              89,417        109,368          627,304
         Total loans                                         $688,800          $1,260,523             $2,584,244                $485,855          $558,927           $678,427          $1,701,317       $912,218       $8,870,311
                                                             ========          ==========             ==========                ========          ========           ========          ==========       ========       ==========

    CAD PORTFOLIO:
    Multi-family construction                        $              -  $                -                    $11                  $1,067    $            -               $664                $350            $46           $2,138
    One-to-four family construction                            27,514              13,127                 46,874                   7,266             9,593             30,212              31,621          3,620          169,827
    Recreation and all other loans                              1,685              11,071                 31,484                     567             2,670              1,075              17,250          1,433           67,235
    Commercial construction                                    12,351               9,321                 40,453                   2,694            11,364             20,781              30,386          2,774          130,124
    Commercial acquisition and development                     13,167              19,120                 54,052                  15,169            31,688             18,534              41,115          4,199          197,044
    Residential acquisition and development                    48,877              27,482                 86,677                  24,669            43,633             27,599              75,768          7,289          341,994
         Total CAD loans                                     $103,594             $80,121               $259,551                 $51,432           $98,948            $98,865            $196,490        $19,361         $908,362
                                                             ========             =======               ========                 =======           =======            =======            ========        =======         ========

    NON-PERFORMING LOANS AND LEASES:
    Commercial and industrial                                  $2,786              $2,908                   $529                  $2,004              $521               $196              $2,725         $1,886          $13,555
    Real estate
       Consumer mortgages                                       6,257               4,750                 15,105                   4,296             2,399              6,465               6,564          6,788           52,624
       Home equity                                                485                  16                    419                       -               407                707                   -              2            2,036
       Agricultural                                                 -                 315                  1,079                   1,317             1,307                258                   -              1            4,277
       Commercial and industrial-owner occupied                 8,467               8,129                  7,530                   4,163             4,889              4,838               3,825            163           42,004
       Construction, acquisition and development               24,581               6,397                 12,975                  14,024            25,923             11,746              39,513              -          135,159
       Commercial                                               7,321               1,028                 15,784                  23,799             5,238              3,919               4,017            726           61,832
    Credit cards                                                    -                   -                      -                       -                 -                  -                   -          3,371            3,371
    All other                                                   1,596               2,106                    812                     329                17              1,003                 203          1,326            7,392
         Total loans                                          $51,493             $25,649                $54,233                 $49,932           $40,701            $29,132             $56,847        $14,263         $322,250
                                                              =======             =======                =======                 =======           =======            =======             =======        =======         ========

                                                                                                                                       BancorpSouth, Inc.
                                                                                                                                Selected Additional Information
                                                                                                                                     (Dollars in thousands)
                                                                                                                                          (Unaudited)

                                                                                         December 31, 2011
                                                                                         -----------------
                                                     Alabama                                                                                                             Greater
                                                   and Florida                                                                                                           Memphis                             Texas and
                                                    Panhandle                        Arkansas              Mississippi                                Missouri            Area             Tennessee         Louisiana        Other          Total
                                                    ---------                        --------              -----------                                --------            ----             ---------         ---------        -----          -----
    OTHER REAL ESTATE OWNED:
    Commercial and industrial                                     $436                               $17       $              -                           $           -              $940        $         -       $        -       $      -         $1,393
    Real estate
       Consumer mortgages                                        3,816                               448                  3,400                                       -             5,199              4,160              733          2,889         20,645
       Home equity                                                   -                                 -                     51                                       -               600                  -                -              -            651
       Agricultural                                                899                                 -                    275                                       -             4,542                  -                -              -          5,716
       Commercial and industrial-owner occupied                  1,022                               303                  1,972                                      76             2,371                426              174              -          6,344
       Construction, acquisition and development                19,318                             2,241                 18,850                                   1,974            69,822              6,918            2,763              -        121,886
       Commercial                                                1,121                             1,605                  3,604                                       -             7,672                753              232              -         14,987
    All other                                                      276                                83                    220                                     193             1,358                  -               53              -          2,183
         Total loans                                           $26,888                            $4,697                $28,372                                  $2,243           $92,504            $12,257           $3,955         $2,889       $173,805
                                                               =======                            ======                =======                                  ======           =======            =======           ======         ======       ========

                                                                       Quarter Ended
                                                                       -------------
                                                     Dec-11                           Sep-11                 Jun-11                                    Mar-11            Dec-10
                                                     ------                           ------                 ------                                    ------            ------
    OTHER REAL ESTATE OWNED:
    Balance, beginning of period                              $162,686                          $151,204               $136,412                                $133,412           $82,647
    Additions to foreclosed properties
       New foreclosed property                                  36,507                            29,063                 38,199                                  21,464            62,683
    Reductions in foreclosed properties
       Sales                                                   (16,688)                          (13,136)               (21,135)                                (13,528)           (8,528)
       Writedowns                                               (8,700)                           (4,445)                (2,272)                                 (4,936)           (3,390)
    Balance, end of period                                    $173,805                          $162,686               $151,204                                $136,412          $133,412
                                                              ========                          ========               ========                                ========          ========

    FORECLOSED PROPERTY EXPENSE
    Loss (Gain) on sale of other real estate owned                $711                               $16                  $(140)                                   $492              $807
    Writedown of other real estate owned                         8,700                             4,445                  2,272                                   4,936             3,390
    Other foreclosed property expense                            1,422                             1,655                  1,633                                   1,654             1,895
    Total foreclosed property expense                          $10,833                            $6,116                 $3,765                                  $7,082            $6,092
                                                               =======                            ======                 ======                                  ======            ======

                                                                          BancorpSouth, Inc.
                                                                    Noninterest Revenue and Expense
                                                                        (Dollars in thousands)
                                                                              (Unaudited)

                                                    Quarter Ended
                                                    -------------
                                    Dec-11                        Sep-11                            Jun-11          Mar-11          Dec-10
                                    ------                        ------                            ------          ------          ------
    NONINTEREST REVENUE:
    Mortgage lending                         $8,928                       $(1,443)                           $2,003          $7,581         $18,126
    Credit card, debit card and
     merchant fees                            7,783                        12,981                            11,263          10,346           9,951
    Service charges                          17,412                        17,334                            16,556          15,368          16,854
    Trust income                              3,348                         2,854                             2,850           3,134           3,072
    Securities gains (losses), net               18                         2,047                            10,045              17            (470)
    Insurance commissions                    19,416                        22,012                            22,941          22,549          18,013
    Annuity fees                                382                           552                             1,094           1,296             458
    Brokerage commissions and fees            1,215                         1,627                             1,437           1,638           1,436
    Bank-owned life insurance                 2,007                         1,734                             2,223           1,699           2,303
    Other miscellaneous income                4,826                         2,357                             4,732           4,683           4,231
         Total noninterest revenue          $65,335                       $62,055                           $75,144         $68,311         $73,974
                                            =======                       =======                           =======         =======         =======

    NONINTEREST EXPENSE:
    Salaries and employee benefits          $70,512                       $71,851                           $70,142         $70,375         $65,980
    Occupancy, net of rental income          10,315                        11,144                            10,232          10,671          10,668
    Equipment                                 5,108                         5,346                             5,595           5,658           5,459
    Deposit insurance assessments             5,674                         3,781                             6,436           5,425           5,895
    Prepayment penalty on FHLB
     borrowings                                   -                             -                             9,778               -               -
    Advertising                               1,778                         1,140                             1,291             889           1,760
    Foreclosed property expense              10,833                         6,116                             3,765           7,082           6,092
    Telecommunications                        2,110                         2,097                             2,036           2,143           2,148
    Public relations                          1,244                         1,415                             1,554           1,514           1,361
    Data processing                           2,398                         2,614                             2,365           2,301           1,428
    Computer software                         1,892                         1,863                             1,899           1,848           1,937
    Amortization of intangibles                 813                           823                               833             854             950
    Legal                                     3,947                         1,586                             1,095           2,586           1,872
    Postage and shipping                      1,163                         1,182                             1,171           1,297           1,269
    Other miscellaneous expense              18,069                        19,740                            18,877          17,367          16,628
    Total noninterest expense              $135,856                      $130,698                          $137,069        $130,010        $123,447
                                           ========                      ========                          ========        ========        ========

    INSURANCE COMMISSIONS:
    Property and casualty
     commissions                            $14,033                       $16,226                           $16,527         $13,683         $13,304
    Life and health commissions               4,024                         4,359                             4,301           4,477           3,627
    Risk management income                      597                           703                               596             713             617
    Other                                       762                           724                             1,517           3,676             465
    Total insurance commissions             $19,416                       $22,012                           $22,941         $22,549         $18,013
                                            =======                       =======                           =======         =======         =======

                                                                                   BancorpSouth, Inc.
                                                                             Selected Additional Information
                                                                                 (Dollars in thousands)
                                                                                       (Unaudited)

                                                       Quarter Ended
                                                       -------------
                                     Dec-11                            Sep-11                                  Jun-11            Mar-11             Dec-10
                                     ------                            ------                                  ------            ------             ------
    MORTGAGE SERVICING RIGHTS:
    Fair value, beginning of
     period                                   $29,159                            $39,455                                $42,306            $38,642           $26,901
    Additions to mortgage
     servicing rights:
       Originations of servicing
        assets                                  3,754                              3,127                                  2,380              2,431             4,725
    Changes in fair value:
       Due to payoffs/paydowns                 (1,745)                            (1,745)                                (1,390)            (1,300)           (1,881)
       Due to change in valuation
        inputs or
         assumptions used in the
          valuation model                        (991)                           (11,676)                                (3,839)             2,540             8,895
       Other changes in fair value                 (3)                                (2)                                    (2)                (7)                2
    Fair value, end of period                 $30,174                            $29,159                                $39,455            $42,306           $38,642
                                              =======                            =======                                =======            =======           =======

    MORTGAGE LENDING REVENUE:
    Production revenue:
       Origination                             $8,308                             $8,688                                 $4,066             $3,224            $7,942
       Servicing                                3,356                              3,290                                  3,166              3,117             3,170
       Payoffs/Paydowns                        (1,745)                            (1,745)                                (1,390)            (1,300)           (1,881)
                                               ------                             ------                                 ------             ------            ------
         Total production revenue               9,919                             10,233                                  5,842              5,041             9,231
    Market value adjustment                      (991)                           (11,676)                                (3,839)             2,540             8,895
    Total mortgage lending revenue             $8,928                            $(1,443)                                $2,003             $7,581           $18,126
                                               ======                            =======                                 ======             ======           =======

    HELD-TO-MATURITY SECURITIES,
     at amortized cost
    U.S. Government agencies       $                -                $                 -                     $                -         $1,278,185        $1,246,649
    Obligations of states and
     political subdivisions                         -                                  -                                      -            389,018           366,370
    Total held-to-maturity
     securities                    $                -                $                 -                     $                -         $1,667,203        $1,613,019
                                   ==================                ===================                     ==================         ==========        ==========

    AVAILABLE-FOR-SALE
     SECURITIES, at fair value
    U.S. Government agencies               $1,501,243                         $1,497,456                             $1,599,231           $459,763          $433,158
    Government agency issued
     residential
       mortgage-back securities               404,610                            420,689                                430,402            529,302           503,229
    Government agency issued
     commercial
       mortgage-back securities                34,599                             34,475                                 31,627             30,938            29,994
    Obligations of states and
     political subdivisions                   563,520                            519,431                                486,653            111,380           110,165
    Other                                       9,546                              9,504                                 12,911             14,080            19,516
    Total available-for-sale
     securities                            $2,513,518                         $2,481,555                             $2,560,824         $1,145,463        $1,096,062
                                           ==========                         ==========                             ==========         ==========        ==========

                                                            BancorpSouth, Inc.
                                              Average Balances, Interest Income and Expense,
                                                        and Average Yields and Rates
                                                          (Dollars in thousands)
                                                               (Unaudited)
                                                   Quarter Ended
                                                 December 31, 2011
                                                 -----------------
                                                      Average                                                  Yield/
    (Taxable equivalent basis)                        Balance                                Interest           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

                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                     and Average Yields and Rates
                                                       (Dollars in thousands)
                                                            (Unaudited)
                                                   Quarter Ended
                                                September 30, 2011
                                                ------------------
                                                      Average                                                  Yield/
    (Taxable equivalent basis)                        Balance                                Interest           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

                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                     and Average Yields and Rates
                                                       (Dollars in thousands)
                                                            (Unaudited)
                                                   Quarter Ended
                                                   June 30, 2011
                                                   -------------
                                                      Average                                                  Yield/
    (Taxable equivalent basis)                        Balance                                Interest           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

                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                     and Average Yields and Rates
                                                       (Dollars in thousands)
                                                            (Unaudited)
                                                   Quarter Ended
                                                  March 31, 2011
                                                  --------------
                                                      Average                                                  Yield/
    (Taxable equivalent basis)                        Balance                                Interest           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

                                                         BancorpSouth, Inc.
                                           Average Balances, Interest Income and Expense,
                                                     and Average Yields and Rates
                                                       (Dollars in thousands)
                                                            (Unaudited)
                                                   Quarter Ended
                                                 December 31, 2010
                                                 -----------------
                                                      Average                                                  Yield/
    (Taxable equivalent basis)                        Balance                                Interest           Rate
                                                      -------                                --------           ----
    ASSETS
    Loans, loans held for sale,
      and leases net of unearned
       income                                                  $9,509,949                             $123,491         5.15%
    Held-to-maturity securities:
      Taxable                                                   1,154,939                                8,600         2.95%
      Tax-exempt                                                  281,283                                4,542         6.41%
    Available-for-sale securities:
      Taxable                                                     923,085                                7,836         3.37%
      Tax-exempt                                                   72,921                                1,254         6.82%
    Short-term investments                                        568,528                                  391         0.27%
                                                                  -------                                  ---
      Total interest earning
        assets and revenue                                     12,510,705                              146,114         4.63%
    Other assets                                                1,263,611
    Less:  allowance for credit
     losses                                                      (215,278)
        Total                                                 $13,559,038
                                                              ===========

    LIABILITIES AND
    SHAREHOLDERS' EQUITY
    Deposits:
      Demand - interest bearing                                $4,740,734                               $7,462         0.62%
      Savings                                                     831,805                                  891         0.42%
      Other time                                                3,745,046                               19,827         2.10%
    Short-term borrowings                                         623,862                                  275         0.17%
    Junior subordinated debt                                      160,312                                2,864         7.09%
    Long-term debt                                                110,000                                1,485         5.36%
                                                                  -------                                -----
      Total interest bearing
        liabilities and expense                                10,211,759                               32,804         1.27%
    Demand deposits -
      noninterest bearing                                       1,975,318
    Other liabilities                                             146,447
      Total liabilities                                        12,333,524
    Shareholders' equity                                        1,225,514
      Total                                                   $13,559,038
                                                              ===========
    Net interest revenue                                                                              $113,310
                                                                                                      ========
    Net interest margin                                                                                                3.59%
    Net interest rate spread                                                                                           3.36%
    Interest bearing liabilities to
       interest earning assets                                                                                        81.62%

    Net interest tax equivalent adjustment                                                              $3,057

                              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):
                                                                                                                             December 31,                September 30,
                                                                                                                             ------------                -------------
                                                                                                                              2011                 2010                   2011
                                                                                                                              ----                 ----                   ----

    Tangible assets
    Total assets                                                                           $12,995,851                 $13,615,010          $13,198,518
    Less:                                                                  Goodwill                                        271,297              270,097                271,297
                                                                            Other identifiable
                                                                            intangible assets                               16,613               19,624                 17,426

    Total tangible assets                                                                  $12,707,941                 $13,325,289          $12,909,795

    Tangible shareholders' equity
    Total shareholders' equity                                                              $1,262,912                  $1,222,244           $1,266,753
    Less:                                                                  Goodwill                                        271,297              270,097                271,297
                                                                            Other identifiable
                                                                            intangible assets                               16,613               19,624                 17,426

    Total tangible shareholders' equity                                                       $975,002                    $932,523             $978,030

    Tangible shareholders' equity to tangible
     assets                                                                                                                   7.67%                7.00%                  7.58%


    (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.

SOURCE BancorpSouth, Inc.



 
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