TUPELO, Miss., Jan. 27, 2011 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended December 31, 2010. The Company had net income of $15.8 million, or $0.19 per diluted share, for the quarter compared with a net loss of $2.1 million, or $0.03 per diluted share, for the fourth quarter of 2009.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, commented, "We are encouraged by the improvement in the Company's performance during the fourth quarter. While the credit market remains challenging, we experienced a 3.7% decline in non-performing loans, 30 - 89 day past due loans continued to decline, and we saw a decline in the provision for credit losses as required reserves for impaired loans declined and levels of adversely classified loans decreased. While we still have far to go to return to the level of financial performance we expect at BancorpSouth, we feel that we are moving in the right direction.

"The increase in earnings for the fourth quarter of 2010 compared with the net loss for the fourth quarter of 2009 primarily resulted from a $19.0 million, or 30.5 percent, decline in the provision for credit losses to $43.3 million for the fourth quarter of 2010 from $62.3 million for the fourth quarter of 2009. In addition, noninterest revenue increased $9.5 million, or 14.7 percent, for the fourth quarter of 2010 from the fourth quarter of 2009. Mortgage lending revenue, excluding the fair value adjustments to the Company's mortgage servicing rights (MSRs), increased 32.7% for the fourth quarter of 2010 compared to the same quarter of 2009, $9.2 million versus $7.0 million, respectively.

"Non-performing loans and leases (NPLs) declined to $394.4 million at December 31, 2010 from $409.4 million at September 30, 2010. This decrease was primarily attributable to a decrease in non-accrual construction, acquisition and development (CAD) loans of $17.5 million. This loan category has been the segment most significantly affected by the economic downturn, particularly those loans related to housing. This category has also accounted for over 60% of net charge-offs in 2010. As in prior quarters, the Company's NPLs remain concentrated in certain geographic areas. The Alabama, Nashville and Greater Memphis, Tennessee markets continue to be affected by the slow housing markets while several larger loans are reflected in our Missouri Region's NPLs."

Patterson added, "We believe that we remain appropriately reserved for losses inherent in our loan portfolio. At December 31, 2010, approximately 79 percent of our non-accrual loans had been determined to be collaterally dependent and had either been charged down or had a specific reserve to reflect values obtained from appraisals. Net of these write-downs and reserves, the remaining book balance of impaired loans was 67 percent of the unpaid principal balance. The allowance for credit losses not specifically allocated to impaired loans represented 211 percent of the remaining unimpaired non-accrual loan balance.

"BancorpSouth's pre-tax, pre-provision earnings for the fourth quarter of 2010 increased to $60.8 million from $53.5 million for the fourth quarter of 2009 and $56.3 million for the third quarter of 2010. We attribute the relative consistency of these operating results to the stability reflected in our net interest revenue, the strength of our mortgage production and servicing operations, effective cost management and the steadiness of the aggregate results from our other noninterest revenue streams.

"Based on this performance, we continue to be encouraged about BancorpSouth's ability to produce stronger financial results as our credit metrics continue to improve. While the improvement in our fourth quarter NPLs is an important step in returning to a more normalized level of financial performance, we realize that there is much work yet to be completed to realize that goal. We must build on this momentum in the quarters to come. We do not underestimate the challenges to returning our credit metrics to their historical levels, but with the progress achieved throughout 2010 and with continuing strong capital and liquidity, we enter 2011 confident that we are on the right path to achieve that goal."

Net Interest Revenue

Net interest revenue was $110.3 million for the fourth quarter of 2010, a decrease of 1.9 percent from $112.3 million for the fourth quarter of 2009 and a 0.5 percent increase from $109.7 million for the third quarter of 2010. The fully taxable equivalent net interest margin was 3.59 percent for the fourth quarter of 2010, compared with 3.81 percent for the fourth quarter of 2009 and 3.64 percent for the third quarter of 2010.

The Company continues to manage through the prolonged low interest rate environment very effectively. The decline in net interest margin for the fourth quarter of 2010 from the third quarter of 2010 was primarily the result of lower yields on the investment portfolio. Yields on loans have remained relatively stable, and overall rates on interest bearing liabilities have continued to decline. Weak loan demand continues to challenge growth in earning assets.

Asset, Deposit and Loan Activity

Total assets at December 31, 2010 were $13.6 billion, an increase of 3.4 percent compared with $13.2 billion at December 31, 2009. Total deposits were $11.5 billion at December 31, 2010, an increase of 7.6 percent from $10.7 billion at December 31, 2009. Loans and leases, net of unearned income, were $9.3 billion at December 31, 2010, a decrease of 4.5 percent from $9.8 billion at December 31, 2009.

The decline in loans and leases remained concentrated in the construction, acquisition and development loan portfolio, which decreased $311.3 million, or 21.3 percent, during 2010. Excluding the impact of the CAD loan portfolio, net loans and leases declined $130.7 million, or 1.6 percent, for the year ended December 31, 2010.

The significant growth in BancorpSouth's deposits during 2010 reflected an increase of 8.3 percent and 14.1 percent in noninterest bearing and interest bearing demand deposits, respectively, and a 19.0 percent increase in savings deposits. While the present economic environment has limited the Company's ability to invest this additional funding in loans, the Company has continued to capitalize on the opportunity to grow core deposits by both increasing new relationships and strengthening existing relationships.

Provision for Credit Losses and Allowance for Credit Losses

For the fourth quarter of 2010, the provision for credit losses was $43.3 million, compared with $62.3 million for the fourth quarter of 2009 and $54.9 million for the third quarter of 2010. Annualized net charge-offs were 2.19 percent of average loans and leases for the fourth quarter of 2010, compared with 1.27 percent for the fourth quarter of 2009 and 2.10 percent for the third quarter of 2010.

NPLs were $394.4 million, or 4.23 percent of net loans and leases, at December 31, 2010 compared to $186.5 million, or 1.91 percent of net loans and leases, at December 30, 2009 and $409.4 million, or 4.30 percent of net loans and leases, at September 30, 2010. The allowance for credit losses was 2.11 percent of net loans and leases at December 31, 2010 compared to 1.80 percent at December 30, 2009 and 2.16 percent at September 30, 2010.

Total NPLs at December 31, 2010 consisted of: $347.5 million of loans on nonaccrual status, virtually unchanged from $347.2 million at September 30, 2010; $8.5 million of loans 90 days or more past due and still accruing, a decrease from $9.9 million at September 30, 2010; and restructured loans still accruing of $38.4 million, a decrease from $52.3 million at September 30, 2010. Loans and leases 30 to 89 days past due decreased 18.2 percent to $60.4 million at December 31, 2010 from $73.8 million at September 30, 2010.

At the end of the fourth quarter of 2010, $111.9 million of NPLs were residential CAD loans, $89.5 million were other CAD loans, $74.1 million were commercial real estate mortgage loans and $56.3 million were consumer mortgages. NPLs from all other loan types totaled $62.6 million.

Other real estate owned increased during the fourth quarter to $133.4 million, compared to $59.3 million at December 31, 2009 and $82.6 million at September 30, 2010. This net increase from the third quarter reflected $62.7 million added through foreclosure, less sales of other real estate owned of $8.5 million, and write-downs in value of existing properties of $3.4 million.

Noninterest Revenue

Noninterest revenue was $74.0 million for the fourth quarter of 2010, compared with $64.5 million for the fourth quarter of 2009 and $69.8 million for the third quarter of 2010. This growth was primarily related to mortgage production and servicing operations. Mortgage origination volume was $452 million for the fourth quarter of 2010 and mortgage lending revenue was $18.1 million, which included an $8.9 million positive MSR fair value adjustment. For the fourth quarter of 2009, mortgage origination volume was $314 million and mortgage lending revenue was $8.6 million, including a $1.6 million positive MSR fair value adjustment, and for the third quarter of 2010, mortgage origination volume was $490 million and mortgage lending revenue was $8.9 million, including a $4.6 million negative MSR fair value adjustment.

Noninterest revenue for the fourth quarter of 2010 from credit and debit card fees and trust income increased on a comparable and sequential quarter basis. Insurance commission revenue increased from the comparable quarter in 2009, but declined $2.8 million from the third quarter of 2010, which was attributable to seasonality in that line of business. Service charge income declined $1.8 million from the third quarter of 2010 to $16.9 million as the first full quarter of mandated changes in overdraft regulations were in effect. The Company recorded a security loss of $0.5 million for the fourth quarter of 2010, compared with a loss of $0.1 million for the fourth quarter of 2009 and a gain of $2.3 million for the third quarter of 2010.

Noninterest Expense

Noninterest expense for the fourth quarter of 2010 was $123.4 million, unchanged from the fourth quarter of 2009 and comparable to $123.1 million for the third quarter of 2010. Included in these results, FDIC insurance expense was $5.9 million for the fourth quarter of 2010 compared with $3.8 million for the fourth quarter of 2009 and $4.8 million for the third quarter of 2010. Foreclosed property expense decreased to $6.1 million for the fourth quarter of 2010 from $6.3 million for the fourth quarter of 2009 and increased from $4.9 million for the third quarter of 2010. Salaries and employee benefits, net occupancy and equipment expenses for the fourth quarter of 2010 declined on both a comparable and sequential quarter basis.

Capital Management

BancorpSouth's commitment to a strong capital base is one of its fundamental strengths. The Company's equity capitalization is 100 percent common stock. BancorpSouth's ratio of shareholders' equity to assets was 8.98 percent at December 31, 2010, compared with 9.69 percent at December 31, 2009. The ratio of tangible equity to tangible assets was 7.00 percent at December 31, 2010, compared with 7.63 percent at December 31, 2009. BancorpSouth remains a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 10.61 percent at December 31, 2010 and total risk based capital of 11.87 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, to be classified as "well capitalized."

Summary

Patterson concluded, "After a most challenging year, BancorpSouth entered 2011 with strong capital and ample liquidity, a growing and demographically appealing eight-state franchise, a relatively attractive net interest margin and stable pre-tax, pre-provision earnings. While we expect to continue our primary focus on providing superior service to customers within our existing network, we have the expertise, financial resources and strategic clarity to leverage current industry turmoil and consolidation in support of our long-term growth objectives.

"Our challenges for 2011 are clear. With high unemployment and modest economic growth, we are cautious about our ability to expand our loan portfolio with high quality credits. In this environment, we are highly focused on continuing to work through any remaining credit issues to sustain the positive trends evident in our fourth quarter results.

"We believe BancorpSouth is well positioned strategically, especially if early indications of economic growth prove sustainable. Although uncertain about the strength of the economy in 2011, we are confident that we will continue to manage effectively and conservatively in the coming year, maintain a strong capital base and strong liquidity, remain appropriately reserved against losses inherent in our loan portfolio and build the value of our banking franchise."

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2010 results tomorrow, January 28, 2011, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth's website at http://www.bancorpsouth.com. A replay of the conference call will be available at BancorpSouth's website for at least two weeks following the call.

Forward-Looking Statements

Certain statements contained in this news release may not be based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "may," "might," "will," "would," "could" or "intend." These forward-looking statements include, without limitation, statements relating to our financial performance, our reserve for losses, returning our credit metrics to historic levels, our ability to provide superior services to our customers, our economic growth, our ability to manage, our capital and liquidity, our ability to build the value of our franchise 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, levels of market volatility, the availability of capital if the Company elects or is compelled to seek additional capital, 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, changes in interest rates, the impact of monetary policies and economic factors on the Company's ability to attract deposits or make loans, 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 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 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 $13.6 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 312 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
                                                       December 31,
                                                       ------------
                                                      2010              2009
                                                      ----              ----
    (Dollars in thousands, except per
     share amounts)
    Earnings Summary:
    Net interest revenue                          $110,253          $112,347
    Provision for credit losses                     43,293            62,271
    Noninterest revenue                             73,974            64,505
    Noninterest expense                            123,447           123,361
                                                   -------           -------
    Income (loss) before income taxes               17,487            (8,780)
    Income tax provision (benefit)                   1,641            (6,634)
    Net income (loss)                              $15,846           ($2,146)
                                                   =======           =======
    Earning (loss) per share:  Basic                 $0.19            ($0.03)
                                                     =====            ======
                                      Diluted        $0.19            ($0.03)
                                                     =====            ======


    Balance sheet data at December 31:
    Total assets
    Total earning assets
    Loans and leases, net of unearned
     income
    Allowance for credit losses
    Total deposits
    Common shareholders' equity
    Book value per share


    Average balance sheet data:
    Total assets                               $13,559,038       $13,065,172
    Total earning assets                        12,510,705        11,966,504
    Loans and leases, net of unearned
     interest                                    9,418,687         9,750,989
    Total deposits                              11,292,903        10,448,617
    Common shareholders' equity                  1,225,514         1,266,989

    Non-performing assets at December
     31:
    Non-accrual loans and leases
    Loans and leases 90+ days past due,
     still accruing
    Restructured loans and leases, still
     accruing
    Other real estate owned
    Total non-performing assets

    Net charge-offs as a percentage
         of average loans (annualized)                2.19%             1.27%

    Performance ratios (annualized):
    Return on average assets                          0.46%           (0.07%)
    Return on common equity                           5.13%           (0.67%)
    Total shareholders' equity to total
     assets                                           8.98%             9.69%
    Tangible shareholders' equity to
     tangible assets                                  7.00%             7.63%
    Net interest margin                               3.59%             3.81%

    Average shares outstanding - basic          83,435,268        83,399,113
    Average shares outstanding - diluted        83,471,420        83,527,596
    Cash dividends per share                         $0.22             $0.22

    Tier I capital                                   10.61% (1)        11.17%
    Total Capital                                    11.87% (1)        12.42%
    Tier I leverage capital                           8.07% (1)         8.95%
    (1)  Estimated as of earnings
     release date


                                                    Twelve Months Ended
                                                        December 31,
                                                        ------------
                                                      2010              2009
                                                      ----              ----
    (Dollars in thousands, except per
     share amounts)
    Earnings Summary:
    Net interest revenue                          $441,142          $444,899
    Provision for credit losses                    204,016           117,324
    Noninterest revenue                            264,144           275,276
    Noninterest expense                            487,033           490,017
                                                   -------           -------
    Income (loss) before income taxes               14,237           112,834
    Income tax provision (benefit)                  (8,705)           30,105
    Net income (loss)                              $22,942           $82,729
                                                   =======           =======
    Earning (loss) per share:  Basic                 $0.28             $0.99
                                                     =====             =====
                                      Diluted        $0.27             $0.99
                                                     =====             =====


    Balance sheet data at December 31:
    Total assets                               $13,615,010       $13,167,867
    Total earning assets                        12,458,055        11,939,776
    Loans and leases, net of unearned
     income                                      9,333,107         9,775,136
    Allowance for credit losses                    196,913           176,043
    Total deposits                              11,490,021        10,677,702
    Common shareholders' equity                  1,222,244         1,276,296
    Book value per share                             14.64             15.29


    Average balance sheet data:
    Total assets                               $13,304,836       $13,203,659
    Total earning assets                        12,223,933        12,078,437
    Loans and leases, net of unearned
     interest                                    9,621,529         9,734,580
    Total deposits                              11,107,445        10,155,730
    Common shareholders' equity                  1,241,321         1,255,605

    Non-performing assets at December
     31:
    Non-accrual loans and leases                  $347,499          $144,013
    Loans and leases 90+ days past due,
     still accruing                                  8,500            36,301
    Restructured loans and leases, still
     accruing                                       38,376             6,161
    Other real estate owned                        133,412            59,265
                                                   -------            ------
    Total non-performing assets                    527,787           245,740

    Net charge-offs as a percentage
         of average loans (annualized)                1.90%             0.76%

    Performance ratios (annualized):
    Return on average assets                          0.17%             0.63%
    Return on common equity                           1.85%             6.59%
    Total shareholders' equity to total
     assets                                           8.98%             9.69%
    Tangible shareholders' equity to
     tangible assets                                  7.00%             7.63%
    Net interest margin                               3.70%             3.77%

    Average shares outstanding - basic          83,425,183        83,295,461
    Average shares outstanding - diluted        83,515,040        83,430,505
    Cash dividends per share                         $0.88             $0.88

    Tier I capital                                   10.61% (1)        11.17%
    Total Capital                                    11.87% (1)        12.42%
    Tier I leverage capital                           8.07% (1)         8.95%
    (1)  Estimated as of earnings
     release date

                                          BancorpSouth, Inc.
                                      Consolidated Balance Sheets
                                              (Unaudited)

                                         Dec-10        Sep-10       Jun-10
                                         ------        ------       ------
                                         (Dollars in thousands)
    Assets
    ------
    Cash and due from
     banks                                 $99,916      $128,160     $370,499
    Interest bearing
     deposits with other
     banks                                 172,170       211,189      111,040
    Held-to-maturity
     securities, at
     amortized cost                      1,613,019     1,357,888    1,147,157
    Available-for-sale
     securities, at fair
     value                               1,096,062       915,877      962,692
    Federal funds sold
     and securities
         purchased under
          agreement to resell              150,000       325,000       75,000
    Loans and leases                     9,376,351     9,556,962    9,691,623
      Less:  Unearned
       income                               43,244        42,033       44,721
                 Allowance for credit
                  losses                   196,913       205,081      200,744
                                                         -------      -------
    Net loans and leases                 9,136,194     9,309,848    9,446,158
    Loans held for sale                     93,697       125,815       95,987
    Premises and
     equipment, net                        332,890       335,618      336,645
    Accrued interest
     receivable                             61,025        63,797       63,862
    Goodwill                               270,097       270,097      270,097
    Bank owned life
     insurance                             194,064       192,459      190,828
    Other real estate
     owned                                 133,412        82,647       67,560
    Other assets                           262,464       264,621      283,479
        Total Assets                   $13,615,010   $13,583,016  $13,421,004
                                       ===========   ===========  ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest
       bearing                          $2,060,145    $1,967,635   $1,897,977
                      Interest bearing   4,931,518     4,623,103    4,725,457
      Savings                              863,034       801,153      770,112
      Other time                         3,635,324     3,804,973    3,827,095
    Total deposits                      11,490,021    11,196,864   11,220,641
    Federal funds
     purchased and
        securities sold
         under agreement
        to repurchase                      440,593       501,175      481,109
    Short-term Federal
     Home Loan Bank
     borrowings
       and other short-
        term borrowing                       2,727       152,738        3,500
    Accrued interest
     payable                                14,336        16,574       17,508
    Junior subordinated
     debt securities                       160,312       160,312      160,312
    Long-term Federal
     Home Loan Bank
     borrowings                            110,000       110,000      110,749
    Other liabilities                      174,777       209,648      186,926
                                                         -------      -------
    Total Liabilities                   12,392,766    12,347,311   12,180,745
    Shareholders' Equity
    --------------------
    Common stock                           208,704       208,704      208,704
    Capital surplus                        224,976       224,170      223,922
    Accumulated other
     comprehensive
     income (loss)                         (14,453)       (2,705)      (5,008)
    Retained earnings                      803,017       805,536      812,641
    Total Shareholders'
     Equity                              1,222,244     1,235,705    1,240,259
                                                       ---------    ---------
    Total Liabilities &
     Shareholders'
     Equity                            $13,615,010   $13,583,016  $13,421,004
                                       ===========   ===========  ===========


                                                Mar-10             Dec-09
                                                ------             ------
                                        (Dollars in thousands)
    Assets
    ------
    Cash and due from banks                           $187,115      $222,741
    Interest bearing
     deposits with other
     banks                                               9,943        15,704
    Held-to-maturity
     securities, at
     amortized cost                                  1,219,983     1,032,822
    Available-for-sale
     securities, at fair
     value                                             891,221       960,772
    Federal funds sold and
     securities
         purchased under
          agreement to resell                          120,000        75,000
    Loans and leases                                 9,756,081     9,822,986
      Less:  Unearned income                            45,259        47,850
                 Allowance for credit
                  losses                               188,884       176,043
                                                       -------       -------
    Net loans and leases                             9,521,938     9,599,093
    Loans held for sale                                 80,312        80,343
    Premises and equipment,
     net                                               339,860       343,877
    Accrued interest
     receivable                                         69,022        68,651
    Goodwill                                           270,097       270,097
    Bank owned life
     insurance                                         189,022       187,770
    Other real estate owned                             59,269        59,265
    Other assets                                       272,408       251,732
        Total Assets                               $13,230,190   $13,167,867
                                                   ===========   ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest
       bearing                                      $1,860,579    $1,901,663
                      Interest bearing               4,589,029     4,323,646
      Savings                                          768,302       725,192
      Other time                                     3,776,251     3,727,201
    Total deposits                                  10,994,161    10,677,702
    Federal funds purchased
     and
        securities sold under
         agreement
        to repurchase                                  480,795       539,870
    Short-term Federal
     Home Loan Bank
     borrowings
       and other short-term
        borrowing                                        2,500       203,500
    Accrued interest
     payable                                            17,972        19,588
    Junior subordinated
     debt securities                                   160,312       160,312
    Long-term Federal Home
     Loan Bank borrowings                              112,760       112,771
    Other liabilities                                  196,806       177,828
                                                       -------       -------
    Total Liabilities                               11,965,306    11,891,571
    Shareholders' Equity
    --------------------
    Common stock                                       208,655       208,626
    Capital surplus                                    223,307       222,547
    Accumulated other
     comprehensive income
     (loss)                                            (10,645)       (8,409)
    Retained earnings                                  843,567       853,532
    Total Shareholders'
     Equity                                          1,264,884     1,276,296
                                                     ---------     ---------
    Total Liabilities &
     Shareholders' Equity                          $13,230,190   $13,167,867
                                                   ===========   ===========

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

    
                                              Quarter Ended
                                              -------------
                                    Dec-10    Sep-10          Jun-10   Mar-10
                                    ------    ------          ------   ------
    INTEREST
     REVENUE:
    Loans and
     leases                         $121,672  $123,533       $124,621  $126,956
    Deposits with
     other banks                         222        79             33        21
    Federal funds
     sold and
     securities
     purchased
       under agreement
        to resell                        168       213            143        82
    Held-to-
     maturity
     securities:
        Taxable                        8,490     9,010          9,363     9,415
        Tax-exempt                     2,952     2,584          2,412     2,461
    Available-for-
     sale
     securities:
        Taxable                        7,836     7,782          8,030     8,385
        Tax-exempt                       815       795            833       832
    Loans held for
     sale                                902       889            727       506
                                         ---       ---            ---       ---
            Total interest
             revenue                 143,057   144,885        146,162   148,658
                                     -------   -------        -------   -------

    INTEREST
     EXPENSE:
    Interest
     bearing demand                    7,462     8,582          9,751     9,392
    Savings                              891       881            915       889
    Other time                        19,827    21,108         21,535    21,529
    Federal funds
     purchased and
     securities
     sold
       under agreement
        to repurchase                    189       209            215       228
    FHLB borrowings                    1,569     1,543          1,553     1,880
    Junior
     subordinated
     debt                              2,864     2,880          2,862     2,855
    Other                                  2         4              2         3
                                         ---       ---            ---       ---
            Total interest
             expense                  32,804    35,207         36,833    36,776
                                      ------    ------         ------    ------

            Net interest
             revenue                 110,253   109,678        109,329   111,882
      Provision for
       credit losses                  43,293    54,850         62,354    43,519
                                      ------    ------         ------    ------
            Net interest
             revenue, after
             provision for
              credit losses           66,960    54,828         46,975    68,363
                                      ------    ------         ------    ------

    NONINTEREST
     REVENUE:
    Mortgage
     lending                          18,126     8,898         (2,304)    5,025
    Credit card,
     debit card and
     merchant fees                     9,951     9,569          9,333     8,810
    Service charges                   16,854    18,621         18,953    16,262
    Trust income                       3,072     2,783          2,707     2,587
    Security gains
     (losses), net                      (470)    2,327           (585)    1,297
    Insurance
     commissions                      18,013    20,825         21,666    21,668
    Other                              8,428     6,729          7,316     7,683
                                       -----     -----          -----     -----
            Total
             noninterest
             revenue                  73,974    69,752         57,086    63,332
                                      ------    ------         ------    ------

    NONINTEREST
     EXPENSES:
    Salaries and
     employee
     benefits                         65,980    68,232         68,189    69,287
    Occupancy, net
     of rental
     income                           10,668    11,038         10,527    10,775
    Equipment                          5,459     5,523          5,877     5,739
    Deposit
     insurance
     assessments                       5,895     4,752          4,362     4,250
    Other                             35,445    33,542         31,061    30,432
                                      ------    ------         ------
            Total
             noninterest
             expenses                123,447   123,087        120,016   120,483
                                     -------   -------        -------   -------
            Income (loss)
             before income
             taxes                    17,487     1,493        (15,955)   11,212
    Income tax
     expense
     (benefit)                         1,641    (9,767)        (3,395)    2,816
                                       -----                   ------
            Net income
             (loss)                  $15,846   $11,260      ($12,560)    $8,396
                                     =======   =======       ========    ======

    Net income
     (loss) per
     share: Basic                      $0.19     $0.13         ($0.15)    $0.10
                                       =====     =====         ======     =====
                            Diluted    $0.19     $0.13         ($0.15)    $0.10
                                       =====     =====         ======     =====

    

    

                                 Quarter Ended        Year To Date
                                 -------------        ------------
                                                Dec-09             Dec-10    Dec-09
                                                ------             ------    ------
    INTEREST
     REVENUE:
    Loans
     and
     leases                                     $129,086           $496,782  $517,013
    Deposits
     with
     other
     banks                                            19                355       131
    Federal
     funds
     sold
     and
     securities
     purchased
       under
        agreement
        to
        resell                                        43                606        74
    Held-
     to-
     maturity
     securities:
        Taxable                                   10,128             36,278    46,957
        Tax-
         exempt                                    2,393             10,409     8,852
     Available-
     for-
     sale
     securities:
        Taxable                                    8,675             32,033    35,026
        Tax-
         exempt                                      875              3,275     3,396
    Loans
     held
     for
     sale                                            777              3,024     3,965
                                                     ---              -----     -----
            Total
             interest
             revenue                             151,996            582,762   615,414
                                                 -------            -------   -------

    INTEREST
     EXPENSE:
    Interest
     bearing
     demand                                        9,023             35,187    40,047
    Savings                                          900              3,576     3,700
    Other
     time                                         23,445             83,999   101,308
    Federal
     funds
     purchased
     and
     securities
     sold
       under
        agreement
        to
        repurchase                                   305                841     1,629
    FHLB
     borrowings                                    3,012              6,545    11,597
    Junior
     subordinated
     debt                                          2,863             11,461    11,630
    Other                                            101                 11       604
                                                     ---                ---       ---
            Total
             interest
             expense                              39,649            141,620   170,515
                                                  ------            -------   -------

            Net
             interest
             revenue                             112,347            441,142   444,899
       Provision
       for
       credit
       losses                                     62,271            204,016   117,324
                                                  ------            -------   -------
            Net
             interest
             revenue,
             after
             provision
             for
              credit
               losses                             50,076            237,126   327,575
                                                  ------            -------   -------

     NONINTEREST
     REVENUE:
    Mortgage
     lending                                       8,602             29,745    32,225
    Credit
     card,
     debit
     card
     and
     merchant
     fees                               7,883  37,663     34,244
    Service
     charges                                      18,689             70,690    72,864
    Trust
     income                                        3,014             11,149     9,698
    Security
     gains
     (losses),
     net                                            (102)             2,569       (55)
     Insurance
     commissions                                  17,583             82,172    80,937
    Other                                          8,836             30,156    45,363
                                                   -----             ------    ------
            Total
             noninterest
             revenue                              64,505            264,144   275,276
                                                  ------            -------   -------

     NONINTEREST
     EXPENSES:
    Salaries
     and
     employee
     benefits                                     66,926            271,688   278,734
     Occupancy,
     net of
     rental
     income                                       10,897             43,008    42,108
    Equipment                                      5,578             22,598    23,508
    Deposit
     insurance
     assessments                                   3,786             19,259    19,672
    Other                                         36,174            130,480   125,995
            Total
             noninterest
             expenses                            123,361            487,033   490,017
                                                 -------            -------   -------
            Income
             (loss)
             before
             income
             taxes                     (8,780) 14,237    112,834
    Income
     tax
     expense
     (benefit)                                    (6,634)            (8,705)   30,105
                                                  ------             ------
            Net
             income
             (loss)                              ($2,146)           $22,942   $82,729
                                                 =======            =======   =======

    Net
     income
     (loss)
     per
     share:
     Basic                             ($0.03)  $0.28      $0.99
                                                  ======              =====     =====
                         Diluted                  ($0.03)             $0.27     $0.99
                                                  ======              =====     =====

    

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

                                              Quarter Ended
                                              -------------
                                    Dec-10          Sep-10      Jun-10
                                    ------          ------      ------
    LOAN AND LEASE PORTFOLIO:
    Commercial and industrial     $1,491,183      $1,438,415  $1,483,335
    Real estate
       Consumer mortgages          1,978,145       2,001,077   2,019,187
       Home equity                   543,272         552,095     555,281
       Agricultural                  252,292         262,083     260,489
       Commercial and industrial-
        owner occupied             1,331,473       1,375,466   1,407,704
       Construction, acquisition
        and development            1,148,161       1,307,242   1,381,591
       Commercial                  1,816,951       1,810,626   1,794,644
    Credit cards                     106,345         102,672     102,784
    All other                        665,285         665,253     641,888
                                     -------         -------     -------
         Total loans              $9,333,107      $9,514,929  $9,646,903
                                  ----------      ----------  ----------

    ALLOWANCE FOR CREDIT
     LOSSES:
    Balance, beginning of
     period                         $205,081        $200,744    $188,884

    Loans and leases charged
     off:
    Commercial and industrial         (1,782)         (2,822)     (5,106)
    Real estate
       Consumer mortgages             (8,809)         (7,573)     (4,659)
       Home equity                    (1,138)         (1,792)       (602)
       Agricultural                     (487)            (33)       (473)
       Commercial and industrial-
        owner occupied                (1,659)         (1,231)     (3,845)
       Construction, acquisition
        and development              (31,471)        (34,342)    (31,655)
       Commercial                     (6,327)         (2,887)     (2,593)
    Credit cards                        (990)         (1,046)     (1,363)
    All other                         (2,093)           (798)     (2,067)
         Total loans charged off     (54,756)        (52,524)    (52,363)
                                     -------         -------     -------

    Recoveries:
    Commercial and industrial            707             318         242
    Real estate
       Consumer mortgages                423             143         818
       Home equity                        60              23          43
       Agricultural                        4               8           -
       Commercial and industrial-
        owner occupied                   195             154          44
       Construction, acquisition
        and development                  776             663         211
       Commercial                        707              98          27
    Credit cards                         143             317         219
    All other                            280             287         265
         Total recoveries              3,295           2,011       1,869
                                       -----           -----       -----

    Net charge-offs                  (51,461)        (50,513)    (50,494)

    Provision charged to
     operating expense                43,293          54,850      62,354
    Other, net                             -               -           -
    Balance, end of period          $196,913        $205,081    $200,744
                                    --------        --------    --------

    Average loans for period      $9,418,687      $9,601,142  $9,703,253
                                  ==========      ==========  ==========

    Ratios:
    Net charge-offs to average
     loans (annualized)                 2.19%           2.10%       2.08%
                                        ====            ====        ====


                                     Quarter Ended
                                     -------------
                                      Mar-10            Dec-09
                                      ------            ------
    LOAN AND LEASE PORTFOLIO:
    Commercial and industrial       $1,470,145        $1,466,569
    Real estate
       Consumer mortgages            2,014,085         2,017,067
       Home equity                     549,924           550,085
       Agricultural                    266,649           262,069
       Commercial and industrial-
        owner occupied               1,423,098         1,449,554
       Construction, acquisition
        and development              1,428,882         1,459,503
       Commercial                    1,809,660         1,806,766
    Credit cards                       101,464           108,086
    All other                          646,915           655,437
                                       -------           -------
         Total loans                $9,710,822        $9,775,136
                                    ----------        ----------

    ALLOWANCE FOR CREDIT
     LOSSES:
    Balance, beginning of
     period                           $176,043          $144,791

    Loans and leases charged
     off:
    Commercial and industrial           (2,169)           (3,404)
    Real estate
       Consumer mortgages               (4,598)           (2,298)
       Home equity                      (1,683)           (1,835)
       Agricultural                       (207)             (401)
       Commercial and industrial-
        owner occupied                  (2,465)             (753)
       Construction, acquisition
        and development                (15,769)          (20,766)
       Commercial                       (2,278)             (568)
    Credit cards                        (1,160)           (1,118)
    All other                           (1,050)             (954)
         Total loans charged off       (31,379)          (32,097)
                                       -------           -------

    Recoveries:
    Commercial and industrial               63               194
    Real estate
       Consumer mortgages                   64               209
       Home equity                          52                76
       Agricultural                          -                 -
       Commercial and industrial-
        owner occupied                       7                10
       Construction, acquisition
        and development                     56                 7
       Commercial                           12                25
    Credit cards                           150               216
    All other                              297               341
         Total recoveries                  701             1,078
                                           ---             -----

    Net charge-offs                    (30,678)          (31,019)

    Provision charged to
     operating expense                  43,519            62,271
    Other, net                               -                 -
    Balance, end of period            $188,884          $176,043
                                      --------          --------

    Average loans for period        $9,767,088        $9,750,989
                                    ==========        ==========

    Ratios:
    Net charge-offs to
     average loans
     (annualized)                         1.26%             1.27%
                                          ====              ====

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

                                                      Quarter Ended
                                                      -------------
                                                Dec-10   Sep-10     Jun-10
                                                ------   ------     ------
    NON-PERFORMING ASSETS
    NON-PERFORMING LOANS AND LEASES:
      Nonaccrual Loans and Leases
        Commercial and industrial               $13,075    $12,339     $6,280
        Real estate
           Consumer mortgages                    46,496     40,962     37,514
           Home equity                              811      1,361      1,565
           Agricultural                           7,589      4,986      3,972
           Commercial and industrial-owner
            occupied                             20,338     15,004     12,061
           Construction, acquisition and
            development                         199,072    216,586    159,829
           Commercial                            57,766     51,590     38,921
        Credit cards                                720        724        726
        All other                                 1,632      3,629      2,890
                                                  -----      -----      -----
             Total nonaccrual loans and leases  347,499    347,181    263,758
                                                -------    -------    -------

      Loans and Leases 90+ Days Past Due,
       Still Accruing:
        Commercial and industrial                   675      1,571      7,093
        Real estate
           Consumer mortgages                     6,521      6,241      4,754
           Home equity                              173        146          -
           Agricultural                             123        330          -
           Commercial and industrial-owner
            occupied                                 20        192        733
           Construction, acquisition and
            development                             197        526      1,490
           Commercial                                 -        115      3,068
        Credit cards                                330        396        228
        All other                                   461        393        330
                                                    ---        ---        ---
             Total loans and leases 90+ past
              due, still accruing                 8,500      9,910     17,696
                                                  -----      -----     ------

      Restructured Loans and Leases,
       Still Accruing                            38,376     52,325     20,813
         Total non-performing loans and
          leases                                394,375    409,416    302,267
                                                -------    -------    -------

    OTHER REAL ESTATE OWNED:                    133,412     82,647     67,560
                                                -------     ------     ------

    Total Non-performing Assets                $527,787   $492,063   $369,827
                                               ========   ========   ========

      Loans and Leases 30-89 Days Past
       Due, Still Accruing:
        Commercial and industrial               $13,654    $10,581    $10,081
        Real estate
           Consumer mortgages                    19,147     22,490     30,286
           Home equity                            1,906      3,088      2,664
           Agricultural                           1,122      1,101      2,312
           Commercial and industrial-owner
            occupied                             10,183     16,385     20,975
           Construction, acquisition and
            development                           6,758     11,538     50,759
           Commercial                             3,823      4,657      8,084
        Credit cards                              1,023        799      1,220
        All other                                 2,766      3,143      4,472
                                                  -----      -----      -----
             Total Loans and Leases 30-89 days
              past due, still accruing          $60,382    $73,782   $130,853
                                                =======    =======   ========

    Credit Quality Ratios:
    Provision for credit losses to
     average loans and leases
     (annualized)                                  1.84%      2.29%      2.57%
    Allowance for credit losses to net
     loans and leases                              2.11%      2.16%      2.08%
    Allowance for credit losses to non-
     performing assets                            37.31%     41.68%     54.28%
    Allowance for credit losses to non-
     performing loans and leases                  49.93%     50.09%     66.41%
    Non-performing loans and leases to
     net loans and leases                          4.23%      4.30%      3.13%
    Non-performing assets to net loans
     and leases                                    5.65%      5.17%      3.83%


                                                 Quarter Ended
                                                 -------------
                                                  Mar-10          Dec-09
                                                  ------          ------
    NON-PERFORMING ASSETS
    NON-PERFORMING LOANS AND LEASES:
      Nonaccrual Loans and Leases
        Commercial and industrial                  $6,306            $4,852
        Real estate
           Consumer mortgages                      24,047            20,731
           Home equity                                761             1,642
           Agricultural                             3,049             1,136
           Commercial and industrial-owner
            occupied                               15,083             7,039
           Construction, acquisition and
            development                           116,191            82,170
           Commercial                              30,094            23,209
        Credit cards                                1,072             1,044
        All other                                   3,034             2,190
                                                    -----             -----
             Total nonaccrual loans and leases    199,637           144,013
                                                  -------           -------

      Loans and Leases 90+ Days Past Due,
       Still Accruing:
        Commercial and industrial                   1,405             1,797
        Real estate
           Consumer mortgages                      10,984             9,905
           Home equity                                320               810
           Agricultural                               199             1,015
           Commercial and industrial-owner
            occupied                                1,482             4,511
           Construction, acquisition and
            development                             3,339            13,482
           Commercial                               1,671             2,558
        Credit cards                                  296               355
        All other                                     756             1,868
                                                      ---             -----
             Total loans and leases 90+ past
              due, still accruing                  20,452            36,301
                                                   ------            ------

      Restructured Loans and Leases,
       Still Accruing                              15,576             6,161
         Total non-performing loans and
          leases                                  235,665           186,475
                                                  -------           -------

    OTHER REAL ESTATE OWNED:                       59,269            59,265
                                                   ------            ------

    Total Non-performing Assets                  $294,934          $245,740
                                                 ========          ========

      Loans and Leases 30-89 Days Past
       Due, Still Accruing:
        Commercial and industrial                 $17,248            $7,220
        Real estate
           Consumer mortgages                      22,917            24,263
           Home equity                              2,568             2,000
           Agricultural                             3,814             1,010
           Commercial and industrial-owner
            occupied                               21,798            29,186
           Construction, acquisition and
            development                            58,385            39,795
           Commercial                              11,627             5,623
        Credit cards                                1,185             1,457
        All other                                   3,240             3,061
                                                    -----             -----
             Total Loans and Leases 30-89 days
              past due, still accruing           $142,782          $113,615
                                                 ========          ========

    Credit Quality Ratios:
    Provision for credit losses to
     average loans and leases
     (annualized)                                    1.78%             2.55%
    Allowance for credit losses to net
     loans and leases                                1.95%             1.80%
    Allowance for credit losses to non-
     performing assets                              64.04%            71.64%
    Allowance for credit losses to non-
     performing loans and leases                    80.15%            94.41%
    Non-performing loans and leases to
     net loans and leases                            2.43%             1.91%
    Non-performing assets to net loans
     and leases                                      3.04%             2.51%

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

                                                     Quarter Ended
                                                     -------------
                                             Dec-10     Sep-10      Jun-10
                                             ------     ------      ------
    REAL ESTATE CONSTRUCTION,
     ACQUISITION
       AND DEVELOPMENT ("CAD")
        PORTFOLIO:
      Outstanding Balance
         Multi-family construction            $27,992     $28,540     $22,091
         One-to-four family
          construction                        191,972     210,861     229,629
         Recreation and all other
          loans                                48,375      45,085      44,175
         Commercial construction              173,557     239,099     245,700
         Commercial acquisition and
          development                         250,658     260,787     270,413
         Residential acquisition and
          development                         455,607     522,870     569,583
                                              -------     -------     -------
             Total outstanding balance     $1,148,161  $1,307,242  $1,381,591
                                           ==========  ==========  ==========

      Nonaccrual CAD Loans
         Multi-family construction            $12,517     $10,668     $11,705
         One-to-four family
          construction                         11,319      12,075       6,117
         Recreation and all other
          loans                                   481       1,020         685
         Commercial construction               34,710      28,712      24,723
         Commercial acquisition and
          development                          29,658      34,438      15,558
         Residential acquisition and
          development                         110,387     129,673     101,041
                                              -------     -------     -------
             Total nonaccrual CAD loans       199,072     216,586     159,829
                                              -------     -------     -------

      CAD Loans 90+ Days Past Due,
       Still Accruing:
         Multi-family construction                  -           -           -
         One-to-four family
          construction                              -           -         365
         Recreation and all other
          loans                                     -           -           -
         Commercial construction                  195           -         141
         Commercial acquisition and
          development                               -         150          77
         Residential acquisition and
          development                               2         376         907
                                                  ---         ---         ---
             Total CAD loans 90+ past due,
              still accruing                      197         526       1,490
                                                  ---         ---       -----

      Restructured CAD Loans, Still
       Accruing
         Multi-family construction                  -           -           -
         One-to-four family
          construction                             63         417       1,072
         Recreation and all other
          loans                                     -           -           -
         Commercial construction                    -       2,244           -
         Commercial acquisition and
          development                             604       1,735         460
         Residential acquisition and
          development                           1,495       7,290         946
                                                -----       -----         ---
             Total restructured CAD loans,
              still accruing                    2,162      11,686       2,478
                                                -----      ------       -----

            Total Non-performing CAD
             loans                           $201,431    $228,798    $163,797
                                             ========    ========    ========

      CAD NPL as a % of Outstanding
       CAD Balance
         Multi-family construction               44.7%       37.4%       53.0%
         One-to-four family
          construction                            5.9%        5.9%        3.3%
         Recreation and all other
          loans                                   1.0%        2.3%        1.6%
         Commercial construction                 20.1%       12.9%       10.1%
         Commercial acquisition and
          development                            12.1%       13.9%        6.0%
         Residential acquisition and
          development                            24.6%       26.3%       18.1%
             Total CAD NPL as a % of
              outstanding CAD balance            17.5%       17.5%       11.9%


                                           Quarter Ended
                                           -------------
                                           Mar-10           Dec-09
                                           ------           ------
    REAL ESTATE CONSTRUCTION,
     ACQUISITION
       AND DEVELOPMENT ("CAD")
        PORTFOLIO:
      Outstanding Balance
         Multi-family construction          $28,598           $25,009
         One-to-four family
          construction                      242,209           255,026
         Recreation and all other
          loans                              39,938            50,122
         Commercial construction            236,111           240,917
         Commercial acquisition and
          development                       280,630           282,766
         Residential acquisition and
          development                       601,396           605,663
                                            -------           -------
             Total outstanding balance   $1,428,882        $1,459,503
                                         ==========        ==========

      Nonaccrual CAD Loans
         Multi-family construction           $9,071            $9,247
         One-to-four family
          construction                        4,223             1,514
         Recreation and all other
          loans                                   -                 -
         Commercial construction             12,650             6,684
         Commercial acquisition and
          development                           463             2,527
         Residential acquisition and
          development                        89,783            62,198
                                             ------            ------
             Total nonaccrual CAD loans     116,190            82,170
                                            -------            ------

      CAD Loans 90+ Days Past Due,
       Still Accruing:
         Multi-family construction                -                 -
         One-to-four family
          construction                          748             1,535
         Recreation and all other
          loans                                 146               496
         Commercial construction                 16                 -
         Commercial acquisition and
          development                           678             4,500
         Residential acquisition and
          development                         1,751             6,951
                                              -----             -----
             Total CAD loans 90+ past
              due, still accruing             3,339            13,482
                                              -----            ------

      Restructured CAD Loans,
       Still Accruing
         Multi-family construction                -                 -
         One-to-four family
          construction                            -                 -
         Recreation and all other
          loans                                   -                 -
         Commercial construction                  -             1,606
         Commercial acquisition and
          development                             -                 -
         Residential acquisition and
          development                         3,234                 -
                                              -----               ---
             Total restructured CAD
              loans, still accruing           3,234             1,606
                                              -----             -----

            Total Non-performing CAD
             loans                         $122,763           $97,258
                                           ========           =======

      CAD NPL as a % of
       Outstanding CAD Balance
         Multi-family construction             31.7%             37.0%
         One-to-four family
          construction                          2.1%              1.2%
         Recreation and all other
          loans                                 0.4%              1.0%
         Commercial construction                5.4%              3.4%
         Commercial acquisition and
          development                           0.4%              2.5%
         Residential acquisition and
          development                          15.8%             11.4%
             Total CAD NPL as a % of
              outstanding CAD balance           8.6%              6.7%

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

                                                     As of
                                                     -----
                                                Dec-10   Sep-10    Jun-10
                                                ------   ------    ------


    Unpaid principal balance of impaired
     loans                                     $345,377  $311,941  $243,221
    Cumulative charge offs on impaired
     loans                                       71,972    69,783    54,930
                                                 ------    ------    ------
    Outstanding balance of impaired loans       273,405   242,158   188,291

    Other non-accrual loans and leases not
     impaired                                    74,094   105,023    75,467
                                                 ------   -------    ------

         Total non-accrual loans and leases    $347,499  $347,181  $263,758
                                               ========  ========  ========

    Allowance for impaired loans                 40,719    43,584    40,721
                                                 ------    ------    ------

         Nonaccrual loans and leases, net of
          specific reserves                    $306,780  $303,597  $223,037
                                               ========  ========  ========

    Loans and leases 90+ past due, still
     accruing                                     8,500     9,910    17,696
    Restructured loans and leases, still
     accruing                                    38,376    52,325    20,813
                                                 ------    ------    ------

         Total non-performing loans and leases $394,375  $409,416  $302,267
                                               ========  ========  ========

    Allowance for impaired loans                 40,719    43,584    40,721
    Allowance for all other loans and
     leases                                     156,194   161,497   160,053
                                                -------   -------   -------

         Total Allowance for Credit Losses     $196,913  $205,081  $200,774
                                               ========  ========  ========


    Outstanding balance of impaired loans      $273,405  $242,158  $188,291
    Allowance for impaired loans                 40,719    43,584    40,721
                                                 ------    ------    ------

         Net book value of impaired loans      $232,686  $198,574  $147,570
                                               ========  ========  ========


    Net book value of impaired loans as a %
         of unpaid principal balance                 67%       64%       61%

    Coverage of other non-accrual loans
     and leases not impaired by
         the allowance for all other loans and
          leases                                    211%      154%      212%

    Coverage of non-performing loans and
     leases not impaired
         by the allowance for all other loans
          and leases                                129%       97%      140%


                                                      As of
                                                      -----
                                                     Mar-10        Dec-09
                                                     ------        ------


    Unpaid principal balance of impaired
     loans                                          $209,288       $161,631
    Cumulative charge offs on impaired
     loans                                            37,989         33,094
                                                      ------         ------
    Outstanding balance of impaired loans            171,299        128,537

    Other non-accrual loans and leases not
     impaired                                         28,338         15,476
                                                      ------         ------

         Total non-accrual loans and leases         $199,637       $144,013
                                                    ========       ========

    Allowance for impaired loans                      30,855         22,747
                                                      ------         ------

         Nonaccrual loans and leases, net of
          specific reserves                         $168,782       $121,266
                                                    ========       ========

    Loans and leases 90+ past due, still
     accruing                                         20,452         36,301
    Restructured loans and leases, still
     accruing                                         15,576          6,161
                                                      ------          -----

         Total non-performing loans and leases      $235,665       $186,475
                                                    ========       ========

    Allowance for impaired loans                      30,855         22,747
    Allowance for all other loans and
     leases                                          158,029        153,296
                                                     -------        -------

         Total Allowance for Credit Losses          $188,884       $176,043
                                                    ========       ========


    Outstanding balance of impaired loans           $171,299       $128,537
    Allowance for impaired loans                      30,855         22,747
                                                      ------         ------

         Net book value of impaired loans           $140,444       $105,790
                                                    ========       ========


    Net book value of impaired loans as a %
         of unpaid principal balance                      67%            65%

    Coverage of other non-accrual loans
     and leases not impaired by
         the allowance for all other loans and
          leases                                         558%           991%

    Coverage of non-performing loans and
     leases not impaired
         by the allowance for all other loans
          and leases                                     246%           265%

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

                                             Quarter Ended
                                             -------------
                                   Dec-10     Sep-10       Jun-10
                                   ------     ------       ------
    NONINTEREST REVENUE:
    Mortgage lending                $18,126      $8,898      $(2,304)
    Credit card, debit card and
     merchant fees                    9,951       9,569        9,333
    Service charges                  16,854      18,621       18,953
    Trust income                      3,072       2,783        2,707
    Securities gains (losses), net     (470)      2,327         (585)
    Insurance commissions            18,013      20,825       21,666
    Annuity fees                        458         537          698
    Brokerage commissions and fees    1,436       1,340        1,419
    Bank-owned life insurance         2,303       1,793        1,972
    Other miscellaneous income        4,231       3,059        3,227
                                                               -----
         Total noninterest revenue  $73,974     $69,752      $57,086
                                    =======     =======      =======

    NONINTEREST EXPENSE:
    Salaries and employee benefits  $65,980     $68,232      $68,189
    Occupancy, net                   10,668      11,038       10,527
    Equipment                         5,459       5,523        5,877
    Deposit insurance assessments     5,895       4,752        4,362
    Advertising                       1,760       1,742        1,196
    Foreclosed property expense       6,092       4,912        3,813
    Telecommunications                2,148       2,624        2,494
    Public relations                  1,361       1,423        1,656
    Data processing                   1,428       1,576        1,594
    Computer software                 1,937       1,793        1,900
    Amortization of intangibles         950         961          984
    Legal fees                        1,872       1,727        1,313
    Postage and shipping              1,269       1,237        1,178
    Other miscellaneous expense      16,628      15,547       14,933
    Total noninterest expense      $123,447    $123,087     $120,016
                                   ========    ========     ========


                                      Quarter Ended
                                      -------------
                                      Mar-10           Dec-09
                                      ------           ------
    NONINTEREST REVENUE:
    Mortgage lending                    $5,025            $8,602
    Credit card, debit card and
     merchant fees                       8,810             7,883
    Service charges                     16,262            18,689
    Trust income                         2,587             3,014
    Securities gains (losses), net       1,297              (102)
    Insurance commissions               21,668            17,583
    Annuity fees                           781             1,060
    Brokerage commissions and fees       1,317             1,390
    Bank-owned life insurance            1,669             1,843
    Other miscellaneous income           3,916             4,543
         Total noninterest revenue     $63,332           $64,505
                                       =======           =======

    NONINTEREST EXPENSE:
    Salaries and employee benefits     $69,287           $66,926
    Occupancy, net                      10,775            10,897
    Equipment                            5,739             5,578
    Deposit insurance assessments        4,250             3,786
    Advertising                            656             1,120
    Foreclosed property expense          3,538             6,292
    Telecommunications                   2,200             2,203
    Public relations                     1,648             1,304
    Data processing                      1,470             1,360
    Computer software                    1,704             1,759
    Amortization of intangibles          1,015             1,139
    Legal fees                           1,328             1,885
    Postage and shipping                 1,360             1,254
    Other miscellaneous expense         15,513            17,858
    Total noninterest expense         $120,483          $123,361
                                      ========          ========

      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.
      Average Balances, Interest Income and Expense,
        and Average Yields and Rates
      (Dollars in thousands)
      (Unaudited)
                                                       Quarter Ended
                                                    September 30, 2010
                                                    ------------------
                                              Average                  Yield/
      (Taxable equivalent basis)              Balance       Interest    Rate
                                              -------       --------    ----
      ASSETS
      Loans, loans held for sale,
        and leases net of unearned income    $9,682,146      $125,211    5.13%
      Held-to-maturity securities:
        Taxable                                 993,494         9,119    3.64%
        Tax-exempt                              230,182         3,975    6.85%
      Available-for-sale securities:
        Taxable                                 847,942         7,782    3.64%
        Tax-exempt                               69,735         1,225    6.97%
      Short-term investments                    442,927           292    0.26%
                                                -------           ---
        Total interest earning
          assets and revenue                 12,266,426       147,604    4.77%
      Other assets                            1,265,657
      Less:  allowance for credit losses       (227,201)
          Total                             $13,304,882
                                            ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing            $4,651,166        $8,582    0.73%
        Savings                                 786,267           881    0.44%
        Other time                            3,829,068        21,108    2.19%
      Short-term borrowings                     483,651           257    0.21%
      Junior subordinated debt                  160,312         2,880    7.13%
      Long-term debt                            110,734         1,499    5.37%
                                                -------         -----
        Total interest bearing
          liabilities and expense            10,021,198        35,207    1.39%
      Demand deposits -
        noninterest bearing                   1,911,125
      Other liabilities                         143,413
        Total liabilities                    12,075,736
      Shareholders' equity                    1,229,146
        Total                               $13,304,882
                                            ===========
      Net interest revenue                                   $112,397
                                                             ========
      Net interest margin                                                3.64%
      Net interest rate spread                                           3.38%
      Interest bearing liabilities to
         interest earning assets                                        81.70%

      Net interest tax equivalent
       adjustment                                              $2,719

      BancorpSouth, Inc.
      Average Balances, Interest Income and Expense,
        and Average Yields and Rates
      (Dollars in thousands)
      (Unaudited)
                                                       Quarter Ended
                                                       June 30, 2010
                                                       -------------
                                              Average                  Yield/
      (Taxable equivalent basis)              Balance       Interest    Rate
                                              -------       --------    ----
      ASSETS
      Loans, loans held for sale,
        and leases net of unearned income    $9,763,448      $126,131    5.18%
      Held-to-maturity securities:
        Taxable                                 939,046         9,474    4.05%
        Tax-exempt                              218,747         3,711    6.80%
      Available-for-sale securities:
        Taxable                                 821,050         8,029    3.92%
        Tax-exempt                               72,440         1,281    7.09%
      Short-term investments                    295,618           176    0.24%
                                                -------           ---
        Total interest earning
          assets and revenue                 12,110,349       148,802    4.93%
      Other assets                            1,329,535
      Less:  allowance for credit losses       (216,378)
          Total                             $13,223,506
                                            ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing            $4,635,078        $9,750    0.84%
        Savings                                 770,665           915    0.48%
        Other time                            3,814,314        21,536    2.26%
      Short-term borrowings                     486,350           264    0.22%
      Junior subordinated debt                  160,312         2,861    7.16%
      Long-term debt                            112,731         1,506    5.36%
                                                -------         -----
        Total interest bearing
          liabilities and expense             9,979,450        36,832    1.48%
      Demand deposits -
        noninterest bearing                   1,855,598
      Other liabilities                         142,672
        Total liabilities                    11,977,720
      Shareholders' equity                    1,245,786
        Total                               $13,223,506
                                            ===========
      Net interest revenue                                   $111,970
                                                             ========
      Net interest margin                                                3.71%
      Net interest rate spread                                           3.45%
      Interest bearing liabilities to
         interest earning assets                                        82.40%

      Net interest tax equivalent
       adjustment                                              $2,640

      BancorpSouth, Inc.
      Average Balances, Interest Income and Expense,
        and Average Yields and Rates
      (Dollars in thousands)
      (Unaudited)
                                                       Quarter Ended
                                                      March 31, 2010
                                                      --------------
                                              Average                  Yield/
      (Taxable equivalent basis)              Balance       Interest    Rate
                                              -------       --------    ----
      ASSETS
      Loans, loans held for sale,
        and leases net of unearned income    $9,809,884      $128,299    5.30%
      Held-to-maturity securities:
        Taxable                                 851,525         9,525    4.54%
        Tax-exempt                              215,250         3,786    7.13%
      Available-for-sale securities:
        Taxable                                 859,757         8,386    3.96%
        Tax-exempt                               72,396         1,279    7.16%
      Short-term investments                    170,734           103    0.24%
                                                -------           ---
        Total interest earning
          assets and revenue                 11,979,546       151,378    5.12%
      Other assets                            1,340,608
      Less:  allowance for credit losses       (192,983)
          Total                             $13,127,171
                                            ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing            $4,568,045        $9,392    0.83%
        Savings                                 748,342           889    0.48%
        Other time                            3,741,938        21,529    2.33%
      Short-term borrowings                     564,191           587    0.42%
      Junior subordinated debt                  160,312         2,855    7.22%
      Long-term debt                            112,764         1,524    5.48%
                                                -------         -----
        Total interest bearing
          liabilities and expense             9,895,592        36,776    1.51%
      Demand deposits -
        noninterest bearing                   1,819,945
      Other liabilities                         146,225
        Total liabilities                    11,861,762
      Shareholders' equity                    1,265,409
        Total                               $13,127,171
                                            ===========
      Net interest revenue                                   $114,602
                                                             ========
      Net interest margin                                                3.88%
      Net interest rate spread                                           3.62%
      Interest bearing liabilities to
         interest earning assets                                        82.60%

      Net interest tax equivalent
       adjustment                                              $2,720

      BancorpSouth, Inc.
      Average Balances, Interest Income and Expense,
        and Average Yields and Rates
      (Dollars in thousands)
      (Unaudited)
                                                       Quarter Ended
                                                     December 31, 2009
                                                     -----------------
                                              Average                  Yield/
      (Taxable equivalent basis)              Balance       Interest    Rate
                                              -------       --------    ----
      ASSETS
      Loans, loans held for sale,
        and leases net of unearned income    $9,821,066      $130,671    5.28%
      Held-to-maturity securities:
        Taxable                                 878,452        10,239    4.62%
        Tax-exempt                              209,242         3,682    6.98%
      Available-for-sale securities:
        Taxable                                 892,191         8,676    3.86%
        Tax-exempt                               72,902         1,344    7.31%
      Short-term investments                     92,651            61    0.26%
                                                 ------           ---
        Total interest earning
          assets and revenue                 11,966,504       154,673    5.13%
      Other assets                            1,267,510
      Less:  allowance for credit losses       (168,842)
          Total                             $13,065,172
                                            ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing            $4,155,330        $9,023    0.86%
        Savings                                 717,630           900    0.50%
        Other time                            3,748,894        23,445    2.48%
      Short-term borrowings                     713,972           405    0.23%
      Junior subordinated debt                  160,312         2,865    7.09%
      Long-term debt                            303,301         3,011    3.94%
                                                -------         -----
        Total interest bearing
          liabilities and expense             9,799,439        39,649    1.61%
      Demand deposits -
        noninterest bearing                   1,826,763
      Other liabilities                         171,981
        Total liabilities                    11,798,183
      Shareholders' equity                    1,266,989
        Total                               $13,065,172
                                            ===========
      Net interest revenue                                   $115,024
                                                             ========
      Net interest margin                                                3.81%
      Net interest rate spread                                           3.52%
      Interest bearing liabilities to
         interest earning assets                                        81.89%

      Net interest tax equivalent
       adjustment                                              $2,677

                       BancorpSouth, Inc.
              Reconciliation of Non-GAAP Measures
                     (Dollars in thousands)
                          (Unaudited)

    Reconciliation of Pre-tax, Pre-Provision Earnings (a):
                                  Quarter Ended
                                  -------------
                                  December       September
                                                           31, 30,
                                 ---------      ----------
                                       2010            2010

    Net income                      $15,846         $11,260
            Provision for credit
    Plus:   losses                   43,293          54,850
      Income tax expense
       (benefit)                      1,641          (9,767)
                                      -----          ------
    Pre-tax, Pre-Provision
     Earnings                       $60,780         $56,343





                                 Quarter Ended
                                 -------------
                                                December
                                                           31,
                                               ---------
                                                     2009

    Net income                                    $(2,146)
            Provision for credit
    Plus:   losses                                 62,271
      Income tax expense
       (benefit)                                   (6,634)
                                                   ------
    Pre-tax, Pre-Provision
     Earnings                                     $53,491






    Reconciliation of Tangible assets and Tangible
     Shareholders' Equity to
    Total Assets and Total Shareholders' Equity (b):
                                               December 31,
                                               ------------
                                             2010             2009
                                             ----             ----

    Tangible assets
    Total assets                      $13,615,010      $13,167,867
    Less:  Goodwill                      270,097          270,097
      Other identifiable
       intangible assets                  19,624           23,533
                                          ------           ------
    Total tangible assets            $13,325,289      $12,874,237

    Tangible shareholders'
     equity
    Total shareholders' equity        $1,222,244       $1,276,296
    Less:  Goodwill                      270,097          270,097
      Other identifiable
       intangible assets                  19,624           23,533
                                          ------           ------
    Total tangible
     shareholders' equity               $932,523         $982,666

    Tangible shareholders'
     equity to tangible assets              7.00%            7.63%


    (a)  BancorpSouth, Inc. utilizes pre-tax, pre-provision
     earnings as an additional measure when evaluating
      the performance of the Company.  Pre-tax, pre-provision
       earnings are defined as net income plus
      provision for credit losses and income tax expense.  Management
       believes pre-tax, pre-provision
      earnings is important to investors as it shows earnings trends
       without giving effect to provision for
      credit losses and taxes.

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

SOURCE BancorpSouth, Inc.