TUPELO, Miss., Jan. 21 /PRNewswire-FirstCall/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and year ended December 31, 2009.

Highlights of the fourth quarter include:

    --  Net income of $19.4 million, or $0.23 per diluted share, representing
        increases of 16 percent and 15 percent, respectively, over the
        comparable period for 2008.
    --  Improvement in the net interest margin to 3.83 percent, the highest
        quarterly level since the first quarter of 2003.
    --  Increased net interest revenue on a comparable and sequential quarter
        basis for three consecutive quarters.
    --  Annualized net charge-offs of 1.01 percent of average loans and leases
        and non-performing loans and leases of 1.48 percent of total loans and
        leases.  Net charge-offs for the year ended December 31, 2009 were 0.69
        percent.
    --  Strong mortgage originations with mortgage lending revenue, excluding
        mortgage servicing rights valuation adjustment, doubling from the fourth
        quarter of 2008 and increasing 46.3 percent from the third quarter of
        2009.
    --  A decline of 4.9 percent in noninterest expense from the third quarter
        of 2009.
    --  Continued growth in capital levels with common equity to assets
        increasing to 9.83 percent at the end of 2009.

Summary Results

BancorpSouth's net income for the fourth quarter of 2009 was $19.4 million, or $0.23 per diluted share, compared with $16.8 million, or $0.20 per diluted share, for the fourth quarter of 2008. Net income for the year ended December 31, 2009 was $104.3 million, or $1.25 per diluted share, compared with $120.4 million, or $1.45 per diluted share, for 2008.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, remarked, "BancorpSouth's fourth quarter results reflected a strong operating performance given difficult industry conditions. Consistent with our performance throughout 2009, we maintained solidly profitable operations, stability in our net interest margin at a relatively high and improving level, and strong growth in mortgage originations. Through effective pricing and extending the maturities of our deposit portfolio, we continued to manage our interest rate risk. We also significantly strengthened our already ample liquidity through reduced bank borrowings. We continued to expand our capital in each quarter of 2009 and have now achieved 14 consecutive quarters of growth in our ratio of equity to assets on a comparable quarter basis.

"As anticipated throughout a year of steadily declining real estate values, our credit quality continues to be affected by a slow economy, particularly in the housing sector. While non-performing assets and net charge-offs have increased, both remain at manageable levels, and we continue to focus on early identification of potential problems and work aggressively to resolve those problems. To remain well reserved against inherent credit losses, we continued to build the allowance for credit losses through a fourth quarter provision for credit losses significantly in excess of net charge offs for the quarter. While we saw some signs of increased economic stability during the fourth quarter, we expect real estate values to remain under pressure in 2010.

"Given the uncertain economic environment, we also remain appropriately conservative in our plans for branch expansion during 2010. On the other hand, we anticipate growth through market consolidation opportunities, especially those assisted by the FDIC. We are focused on acquiring strategic franchises with growth potential and strong core deposits. In addition to having the financial strength to support significant transactions, we have a long and successful record of integrating acquired companies with minimum market disruption, thereby maintaining or increasing market share."

Net Interest Revenue

Net interest revenue was $113.0 million for the fourth quarter of 2009, an increase of 1.5 percent from $111.3 million for the fourth quarter of 2008 and 1.1 percent from $111.7 million for the third quarter of 2009. The fully taxable equivalent net interest margin was 3.83 percent for the fourth quarter of 2009, compared with 3.74 percent for the fourth quarter of 2008 and 3.77 percent for the third quarter of 2009.

"With our fourth quarter results, BancorpSouth has produced three sequential quarters of growth in net interest revenue and increased net interest margin," continued Patterson. "We expect this performance, as well as the stability our operations have exhibited throughout the economic turmoil of the last two years, to continue to differentiate BancorpSouth favorably from industry peers. As industry year end data is reported, we also expect to be further differentiated for having modestly increased our loan portfolio during 2009, even though growth opportunities were limited by the weak economy. In addition, because of the continuing strength of our asset/liability management strategies, our net interest margin for the fourth quarter rose to its highest level in nearly seven years.

"For the fourth quarter of 2009, the net interest margin primarily reflected the impact of a substantial increase in deposits, which enabled a substantial reduction in short-term borrowings. Demand deposits rose 10.4 percent for the fourth quarter of 2009 from the fourth quarter of 2008 and 6.9 percent from the third quarter of 2009. Time deposits increased 9.8 percent from the fourth quarter of 2008. This deposit growth enabled us to reduce short-term borrowings by 60.8 percent, or $1.2 billion, during 2009. We also lengthened the average maturity of our time deposits, which rose to 13.9 months from 10.6 months at the end of 2009 and 2008, respectively.

"Our asset/liability management strategy during 2009 reflects our conservative operating principles. Steps to increase the average maturity of our time deposits while reducing lower cost FHLB borrowings cost us in the short term, but place us in a better position to profitably fund balance sheet growth when that opportunity occurs. This shift to increased deposit funding substantially increased our liquidity, enhancing our ability to act decisively with regard to strategic growth opportunities."

Asset, Deposit and Loan Activity

Total assets at December 31, 2009 were $13.2 billion, compared with $13.5 billion at December 31, 2008. Total deposits were $10.7 billion at December 31, 2009, an increase of 9.9 percent from $9.7 billion at December 31, 2008. Loans and leases, net of unearned income, increased 0.9 percent to $9.8 billion at December 31, 2009 from $9.7 billion at December 31, 2008.

Patterson said, "Unlike many banks, we were able to offset loan runoff during 2009 with new loan production as we continued to serve the needs of our customers. Much of our new loan growth was produced in our newer markets, such as western Louisiana and eastern Texas, validating the strategic expansion of our geographic footprint. At the same time, the double-digit growth in demand deposits for the fourth quarter demonstrated the benefits of our focus on developing, maintaining and enhancing a strong deposit franchise. Demand deposits increased to 54.5 percent of our funding at the end of 2009 from 48.6 percent at the end of 2008. Because of the strength and relative stability of the diversified markets across our eight-state franchise, we remain confident of their inherent growth potential as the economic cycle improves."

Provision for Credit Losses and Allowance for Credit Losses

For the fourth quarter of 2009, the provision for credit losses was $34.7 million compared with $17.8 million for the fourth quarter of 2008 and $22.5 million for the third quarter of 2009. Annualized net charge-offs were 1.01 percent of average loans and leases for the fourth quarter of 2009 compared with 0.57 percent for the fourth quarter of 2008 and 0.68 percent for the third quarter of 2009.

Non-performing loans and leases increased to $145.1 million, or 1.48 percent of net loans and leases, at December 31, 2009 from $64.0 million, or 0.66 percent of net loans and leases, at December 31, 2008 and from $111.6 million, or 1.14 percent of net loans and leases, at September 30, 2009. The allowance for credit losses increased to 1.58 percent of net loans and leases at December 31, 2009 compared with 1.37 percent at December 31, 2008 and 1.48 percent at September 30, 2009.

"The growth in our non-performing loans during the fourth quarter was primarily related to real estate loans in our more urban markets," added Patterson. "Many of these loans reflect the cumulative pressure that the extended economic downturn in these markets has had on established customers that were performing well prior to and earlier in the downturn. As the increase in net charge-offs indicates, we took decisive action when warranted. This action included making a significant provision for credit losses for the fourth quarter. At the end of 2009, our allowance for credit losses was 1.1 times total non-performing loans and 1.6 times annualized fourth quarter net charge-offs."

Noninterest Revenue

Noninterest revenue was $64.5 million for the fourth quarter of 2009, an increase of 60.9 percent from $40.1 million for the fourth quarter of 2008 and 3.2 percent from $62.5 million for the third quarter of 2009. Results for the fourth quarter of 2009 included a $1.6 million increase in the value of BancorpSouth's mortgage servicing rights (MSR) compared with a $15.0 million decline for the fourth quarter of 2008 and a $2.7 million decline for the third quarter of 2009. Results for the fourth quarter of 2008 also included an $8.6 million write down of other than temporary impairment of certain investments in pooled trust preferred securities.

Patterson commented, "At 36.4 percent of total revenue for the fourth quarter, noninterest revenue again provided significant diversification of our revenue streams, mitigating any potential impact of interest rate volatility on our inherently spread dependent business. We were very pleased with the strong performance of our mortgage business. Mortgage lending revenue, excluding changes in the MSR valuation, increased 149.5 percent to $7.0 million for the fourth quarter of 2009 from $2.8 million for the fourth quarter of 2008 and 46.3 percent from $4.8 million for the third quarter of 2009. We have continued to invest in this business line throughout 2009 through the addition of proven mortgage originators.

"All our mortgages are originated within our eight-state franchise by BancorpSouth originators, who typically work in our branch bank offices. The borrowers are either existing or potential customers for our other services and nearly 40 percent of these customers make their monthly mortgage payment in our branch bank offices. Consistent with our strong service culture, we retain mortgage servicing rights to these mortgages to provide an outstanding service experience for these customers.

"The increase in our mortgage originations contributed significantly to the growth in mortgage lending revenue for the fourth quarter of 2009, which was especially notable after the record refinancing volume during the first half of the year. We expect our strategy will support additional growth as the real estate market recovers.

"Growth for some of our noninterest revenue products and services was challenging in the current environment. Specifically, we experienced soft insurance market conditions during 2009 after a record year for 2008, reflected in a 6.2 percent decline in commission revenue for the fourth quarter of 2009 from the fourth quarter of 2008. Through an ongoing focus on outstanding customer service, we have maintained a strong customer base, which we expect will provide growth momentum as industry conditions improve. Fourth quarter revenues from service charges and credit and debit card fees also declined compared with the fourth quarter of 2008. Like our insurance operations, these business lines continued to make substantial contributions to our profitability."

Noninterest Expense

Noninterest expense was $116.6 million for the fourth quarter of 2009, an increase of 4.4 percent from $111.7 million for the fourth quarter of 2008 and a decline of 4.9 percent from $122.7 million for the third quarter of 2009. The comparable quarter results again reflected the substantial increase in BancorpSouth's FDIC premium. Although the Company continues to be assessed at the FDIC's lowest rate, the FDIC premium for the fourth quarter of 2009 increased $2.3 million over the fourth quarter of 2008. The growth in noninterest expense from the fourth quarter of 2008 is also attributable to the opening of full-service branch bank offices.

Capital Management

BancorpSouth's commitment to a strong capital base is one of its fundamental operating principles. The Company's capital base strengthened further during the fourth quarter of 2009, as the ratio of shareholders' equity to assets improved on a comparable quarter basis for the 14th consecutive quarter, increasing to 9.83 percent at the end of 2009 from 9.20 percent at the end of 2008 and 9.69 percent at the end of the third quarter of 2009. The ratio of tangible equity to assets also increased to 7.78 percent at the end of 2009 from 7.15 percent at the end of 2008 and 7.64 percent at the end of the third quarter of 2009. BancorpSouth remains a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of approximately 11.56 percent at year end and total risk based capital of approximately 12.81 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, to meet the definition of "well capitalized."

Summary

Patterson concluded, "We are encouraged by early signs of a stabilizing economy, but we are very cautious about prospects for a sustained recovery in 2010. Longer term, we remain fully confident about our ability to achieve our growth objectives. This confidence is reinforced by the Company's performance during the past two years in the most challenging environment we have experienced. Throughout, BancorpSouth has produced solid profits, demonstrated strong credit metrics and risk management, and expanded its liquidity and capital while also increasing cash dividends that, in 2009, rose for the 26th consecutive year.

"Importantly, we have remained fully engaged in our markets, making new loans, working with our customers who have experienced financial difficulty and offering strength and stability for our communities in a difficult economic environment. As a result, we have not only benefitted from expanding business with new customers attracted by our service orientation, financial stability and consistent performance, but also from the addition to our team of seasoned professionals who appreciate BancorpSouth's business model and potential for long-term growth. While we expect the challenging environment to continue in the months ahead, our performance for 2009 is compelling evidence that we are positioned to perform well in the year to come and to take full advantage of strategic growth opportunities."

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2009 results tomorrow, January 22, 2010, 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 real estate values in 2010, branch expansion in 2010, growth through market consolidation opportunities, our ability to acquire strategic franchises, growth in net interest revenue and increased net interest margin, differentiation with respect to our loan portfolio, the strength and stability of the markets in our eight-state franchise, our expansion strategy, our strong customer base, revenue from service charges and credit and debit card fees and the continuation of the challenging environment.

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, changes in general business or economic conditions or government fiscal and monetary policies, volatility and disruption in national and international financial markets, fluctuations in prevailing interest rates and the ability of BancorpSouth to manage its assets and liabilities to limit exposure to changing interest rates, the ability of BancorpSouth to increase noninterest revenue and expand noninterest revenue business, the ability of BancorpSouth to maintain credit quality, changes in laws and regulations affecting financial service companies in general, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide and market competitive services and products, changes in BancorpSouth's operating or expansion strategy, BancorpSouth's business model, geographic concentration of BancorpSouth's assets, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of BancorpSouth to achieve profitable growth and increase shareholder value, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to identify, close and effectively integrate potential acquisitions, the ability of BancorpSouth to expand geographically and enter growing markets, changes in consumer preferences, 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 $13.2 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 318 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,
                                                  ------------
                                                 2009               2008
                                                 ----               ----
    (Dollars in thousands, except
     per share amounts)
    Earnings Summary:
    Net interest revenue                     $112,954           $111,321
    Provision for credit losses                34,659             17,822
    Noninterest revenue                        64,505             40,085
    Noninterest expense                       116,612            111,728
                                              -------            -------
    Income before income taxes                 26,188             21,856
    Income tax provision                        6,754              5,060
                                                -----              -----
    Net income                                $19,434            $16,796
                                              =======            =======
    Earning per share:  Basic                   $0.23              $0.20
                                                =====              =====
                                 Diluted        $0.23              $0.20
                                                =====              =====


    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                          $13,076,196        $13,279,593
    Total earning assets                   11,968,679         12,109,660
    Loans and leases, net of
     unearned interest                      9,753,163          9,604,142
    Total deposits                         10,448,617          9,598,321
    Common shareholders' equity             1,274,260          1,239,498

    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)           1.01%              0.57%

    Performance ratios
     (annualized):
    Return on average assets                     0.59%              0.50%
    Return on common equity                      6.05%              5.39%
    Total shareholders' equity to
     total assets                                9.83%              9.20%
    Tangible shareholders' equity
     to tangible assets                          7.78%              7.15%
    Net interest margin                          3.83%              3.74%

    Average shares outstanding -
     basic                                 83,399,113         83,096,799
    Average shares outstanding -
     diluted                               83,527,596         83,239,216
    Cash dividends per share                    $0.22              $0.22


    Tier I capital                              11.56%   (1)       10.79%

    Total Capital                               12.81%   (1)       12.04%

    Tier I leverage capital                      9.11%   (1)        8.65%



                                                    Twelve Months Ended
                                            December 31,
                                            ------------
                                                      2009              2008
                                                      ----              ----
    (Dollars in thousands, except
     per share amounts)
    Earnings Summary:
    Net interest revenue                    $445,506           $440,836
    Provision for credit losses               89,712             56,176
    Noninterest revenue                      275,276            245,607
    Noninterest expense                      483,268            455,913
                                             -------            -------
    Income before income taxes               147,802            174,354
    Income tax provision                      43,493             53,943
                                              ------             ------
    Net income                              $104,309           $120,411
                                            ========           ========
    Earning per share:  Basic                  $1.25              $1.46
                                               =====              =====
                                 Diluted       $1.25              $1.45
                                               =====              =====


    Balance sheet data at December
     31:
    Total assets                         $13,200,584        $13,480,218
    Total earning assets                  11,946,229         12,210,439
    Loans and leases, net of
     unearned income                       9,781,589          9,691,277
    Allowance for credit losses              154,884            132,793
    Total deposits                        10,677,702          9,711,872
    Common shareholders' equity            1,297,876          1,240,260
    Book value per share                       15.55              14.92


    Average balance sheet data:
    Total assets                         $13,206,438        $13,200,801
    Total earning assets                  12,078,985         12,037,141
    Loans and leases, net of
     unearned interest                     9,735,128          9,429,963
    Total deposits                        10,155,730          9,803,999
    Common shareholders' equity            1,257,438          1,224,280

    Non-performing assets at
     December 31:
    Non-accrual loans and leases            $102,674            $28,168
    Loans and leases 90+ days past
     due, still accruing                      36,301             33,373
    Restructured loans and leases,
     still accruing                            6,161              2,472
    Other real estate owned                   63,766             46,317
                                              ------             ------
    Total non-performing assets              208,902            110,330

    Net charge-offs as a percentage
         of average loans (annualized)          0.69%              0.40%

    Performance ratios
     (annualized):
    Return on average assets                    0.79%              0.91%
    Return on common equity                     8.30%              9.84%
    Total shareholders' equity to
     total assets                               9.83%              9.20%
    Tangible shareholders' equity
     to tangible assets                         7.78%              7.15%
    Net interest margin                         3.77%              3.75%

    Average shares outstanding -
     basic                                83,295,461         82,589,400
    Average shares outstanding -
     diluted                              83,430,505         82,793,663
    Cash dividends per share                   $0.88              $0.87


    Tier I capital                             11.56%   (1)       10.79%

    Total Capital                              12.81%   (1)       12.04%

    Tier I leverage capital                     9.11%   (1)        8.65%


    (1) Estimated as of earnings release date



                                    BancorpSouth, Inc.
                               Consolidated Balance Sheets
                                       (Unaudited)


                                         Dec-09        Sep-09        Jun-09
                                         ------        ------        ------
                                       (Dollars in thousands)
    Assets
    ------
    Cash and due from
     banks                                $222,741      $189,103     $236,327
    Interest bearing
     deposits with
     other banks                            15,704        43,067       28,836
    Held-to-maturity
     securities, at
     amortized cost                      1,032,822     1,180,716    1,204,618
    Available-for-
     sale securities,
     at fair value                         960,772       958,158      969,207
    Federal funds sold
     and securities
         purchased under
          agreement to
          resell                            75,000        75,000            -
    Loans and leases                     9,829,439     9,803,235    9,806,735
      Less:  Unearned
       income                               47,850        45,291       45,335
                 Allowance for
                  credit losses            154,884       144,791      138,747
                                           -------       -------      -------
    Net loans and
     leases                              9,626,705     9,613,153    9,622,653
    Loans held for sale                     80,343        80,053       94,736
    Premises and
     equipment, net                        343,877       346,931      348,661
    Accrued interest
     receivable                             69,257        74,589       71,349
    Goodwill                               270,097       270,097      270,097
    Other assets                           503,266       441,006      451,335
                                           -------       -------      -------
        Total Assets                   $13,200,584   $13,271,873  $13,297,819
                                       ===========   ===========  ===========
    Liabilities
    -----------
    Deposits:
      Demand:
       Noninterest
       bearing                          $1,901,663    $1,769,432   $1,773,418
                      Interest bearing   4,323,646     4,055,395    3,960,008
      Savings                              725,192       712,446      718,302
      Other time                         3,727,201     3,759,761    3,705,819
                                         ---------     ---------    ---------
    Total deposits                      10,677,702    10,297,034   10,157,547
    Federal funds
     purchased and
        securities sold
         under agreement
        to repurchase                      539,870       816,374      755,609
    Short-term Federal
     Home Loan Bank
     borrowings
       and other short-
        term borrowing                     203,500       200,000      475,000
    Accrued interest
     payable                                19,588        24,243       24,084
    Junior subordinated
     debt securities                       160,312       160,312      160,312
    Long-term Federal
     Home Loan Bank
     borrowings                            112,771       286,281      286,292
    Other liabilities                      188,965       201,411      164,028
                                           -------       -------      -------
    Total Liabilities                   11,902,708    11,985,655   12,022,872
    Shareholders'
     Equity
    -------------
    Common stock                           208,626       208,615      208,391
    Capital surplus                        222,547       222,135      220,859
    Accumulated other
     comprehensive
     income (loss)                          (8,409)      (18,568)     (25,162)
    Retained earnings                      875,112       874,036      870,859
                                           -------       -------      -------
    Total Shareholders'
     Equity                              1,297,876     1,286,218    1,274,947
                                         ---------     ---------    ---------
    Total Liabilities &
     Shareholders'
     Equity                            $13,200,584   $13,271,873  $13,297,819
                                       ===========   ===========  ===========



                                                 Mar-09            Dec-08
                                                 ------            ------
                                        (Dollars in thousands)
    Assets
    ------
    Cash and due from
     banks                                            $242,180      $291,055
    Interest bearing
     deposits with other
     banks                                              34,230        13,542
    Held-to-maturity
     securities, at
     amortized cost                                  1,330,810     1,333,521
    Available-for-sale
     securities, at fair
     value                                             993,529       982,859
    Federal funds sold and
     securities
         purchased under
          agreement to resell                                -             -
    Loans and leases                                 9,759,787     9,740,867
      Less:  Unearned income                            46,964        49,590
                 Allowance for credit
                  losses                               134,632       132,793
                                                       -------       -------
    Net loans and leases                             9,578,191     9,558,484
    Loans held for sale                                168,769       189,242
    Premises and
     equipment, net                                    348,734       351,204
    Accrued interest
     receivable                                         77,503        79,183
    Goodwill                                           269,062       268,966
    Other assets                                       415,356       412,162
                                                       -------       -------
        Total Assets                               $13,458,364   $13,480,218
                                                   ===========   ===========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest
       bearing                                      $1,820,807    $1,735,130
                      Interest bearing               4,005,620     3,904,307
      Savings                                          719,676       678,326
      Other time                                     3,545,871     3,394,109
                                                     ---------     ---------
    Total deposits                                  10,091,974     9,711,872
    Federal funds
     purchased and
        securities sold under
         agreement
        to repurchase                                1,256,649     1,205,366
    Short-term Federal
     Home Loan Bank
     borrowings
       and other short-term
        borrowing                                      210,000       691,510
    Accrued interest
     payable                                            22,841        20,755
    Junior subordinated
     debt securities                                   160,312       160,312
    Long-term Federal
     Home Loan Bank
     borrowings                                        286,302       286,312
    Other liabilities                                  174,627       163,831
                                                       -------       -------
    Total Liabilities                               12,202,705    12,239,958
    Shareholders' Equity
    --------------------
    Common stock                                       207,811       207,763
    Capital surplus                                    216,138       215,255
    Accumulated other
     comprehensive income
     (loss)                                            (23,620)      (26,896)
    Retained earnings                                  855,330       844,138
                                                       -------       -------
    Total Shareholders'
     Equity                                          1,255,659     1,240,260
                                                     ---------     ---------
    Total Liabilities &
     Shareholders' Equity                          $13,458,364   $13,480,218
                                                   ===========   ===========



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


                                                    Quarter Ended
                                                    -------------
                                             Dec-09         Sep-09  Jun-09
                                             ------         ------  ------
    INTEREST REVENUE:
    Loans and leases                         $129,693      $129,455 $129,263
    Deposits with other banks                      19            20       22
    Federal funds sold and
     securities purchased
       under agreement to resell                   43            27        3
    Held-to-maturity securities:
        Taxable                                10,128        11,690   12,108
        Tax-exempt                              2,393         2,193    2,155
    Available-for-sale securities:
        Taxable                                 8,675         8,592    8,721
        Tax-exempt                                875           812      826
    Loans held for sale                           777           698    1,215
                                                  ---           ---    -----
            Total interest revenue            152,603       153,487  154,313
                                              -------       -------  -------

    INTEREST EXPENSE:
    Interest bearing demand                     9,023         9,038    9,738
    Savings                                       900           937      927
    Other time                                 23,445        25,534   26,496
    Federal funds purchased and
     securities sold
       under agreement to repurchase              305           331      421
    FHLB borrowings                             3,012         2,877    2,885
    Junior subordinated debt                    2,863         2,884    2,928
    Other                                         101           150      (22)
                                                  ---           ---      ---
            Total interest expense             39,649        41,751   43,373
                                               ------        ------   ------

            Net interest revenue              112,954       111,736  110,940
      Provision for credit losses              34,659        22,514   17,594
                                               ------        ------   ------
            Net interest revenue, after
             provision for
              credit losses                    78,295        89,222   93,346
                                               ------        ------   ------

    NONINTEREST REVENUE:
    Mortgage lending                            8,602         2,012   13,959
    Credit card, debit card and
     merchant fees                              7,883         8,902    9,111
    Service charges                            18,689        19,049   18,371
    Trust income                                3,014         2,435    2,040
    Security gains (losses), net                 (102)            -       42
    Insurance commissions                      17,583        20,134   20,575
    Other                                       8,836         9,943   16,380
                                                -----         -----   ------
            Total noninterest revenue          64,505        62,475   80,478
                                               ------        ------   ------

    NONINTEREST EXPENSES:
    Salaries and employee benefits             66,926        70,353   70,092
    Occupancy, net of rental income            10,897        10,720   10,492
    Equipment                                   5,578         5,853    5,855
    Deposit insurance assessments               3,786         3,402    9,358
    Other                                      29,425        32,344   28,209
                                               ------        ------   ------
            Total noninterest expenses        116,612       122,672  124,006
                                              -------       -------  -------
            Income before income taxes         26,188        29,025   49,818
    Income tax expense                          6,754         7,494   15,951
                                                -----         -----   ------
            Net income                        $19,434       $21,531  $33,867
                                              =======       =======  =======

    Net income per share: Basic                 $0.23         $0.26    $0.41
                                                =====         =====    =====
                                     Diluted    $0.23         $0.26    $0.41
                                                =====         =====    =====



                                                  Quarter Ended
                                                  -------------
                                                    Mar-09          Dec-08
                                                    ------          ------
    INTEREST REVENUE:
    Loans and leases                                $129,209       $139,099
    Deposits with other banks                             70            111
    Federal funds sold and
     securities purchased
       under agreement to resell                           1              3
    Held-to-maturity securities:
        Taxable                                       13,031         13,625
        Tax-exempt                                     2,111          2,053
    Available-for-sale securities:
        Taxable                                        9,038          8,693
        Tax-exempt                                       883            867
    Loans held for sale                                1,275          2,117
                                                       -----          -----
            Total interest revenue                   155,618        166,568
                                                     -------        -------

    INTEREST EXPENSE:
    Interest bearing demand                           12,248         15,924
    Savings                                              936          1,080
    Other time                                        25,833         28,293
    Federal funds purchased and
     securities sold
       under agreement to repurchase                     572          2,175
    FHLB borrowings                                    2,823          4,537
    Junior subordinated debt                           2,955          3,162
    Other                                                375             76
                                                         ---            ---
            Total interest expense                    45,742         55,247
                                                      ------         ------

            Net interest revenue                     109,876        111,321
      Provision for credit losses                     14,945         17,822
                                                      ------         ------
            Net interest revenue, after
             provision for
              credit losses                           94,931         93,499
                                                      ------         ------

    NONINTEREST REVENUE:
    Mortgage lending                                   7,652        (12,174)
    Credit card, debit card and
     merchant fees                                     8,348          8,409
    Service charges                                   16,755         19,295
    Trust income                                       2,209          2,328
    Security gains (losses), net                           5         (6,226)
    Insurance commissions                             22,645         18,752
    Other                                             10,204          9,701
                                                      ------          -----
            Total noninterest revenue                 67,818         40,085
                                                      ------         ------

    NONINTEREST EXPENSES:
    Salaries and employee benefits                    71,363         64,395
    Occupancy, net of rental income                    9,999         10,307
    Equipment                                          6,222          6,319
    Deposit insurance assessments                      3,126          1,444
    Other                                             29,268         29,263
                                                      ------         ------
            Total noninterest expenses               119,978        111,728
                                                     -------        -------
            Income before income taxes                42,771         21,856
    Income tax expense                                13,294          5,060
                                                      ------          -----
            Net income                               $29,477        $16,796
                                                     =======        =======

    Net income per share: Basic                        $0.35          $0.20
                                                       =====          =====
                                     Diluted           $0.35          $0.20
                                                       =====          =====



                                                       Year To Date
                                                       ------------
                                                   Dec-09        Dec-08
                                                   ------        ------
    INTEREST REVENUE:
    Loans and leases                               $517,620      $589,965
    Deposits with other banks                           131           684
    Federal funds sold and
     securities purchased
       under agreement to resell                         74           288
    Held-to-maturity securities:
        Taxable                                      46,957        58,679
        Tax-exempt                                    8,852         8,112
    Available-for-sale securities:
        Taxable                                      35,026        35,813
        Tax-exempt                                    3,396         4,205
    Loans held for sale                               3,965         7,667
                                                      -----         -----
            Total interest revenue                  616,021       705,413
                                                    -------       -------

    INTEREST EXPENSE:
    Interest bearing demand                          40,047        60,333
    Savings                                           3,700         5,280
    Other time                                      101,308       148,591
    Federal funds purchased and
     securities sold
       under agreement to repurchase                  1,629        14,999
    FHLB borrowings                                  11,597        22,458
    Junior subordinated debt                         11,630        12,469
    Other                                               604           447
                                                        ---           ---
            Total interest expense                  170,515       264,577
                                                    -------       -------

            Net interest revenue                    445,506       440,836
      Provision for credit losses                    89,712        56,176
                                                     ------        ------
            Net interest revenue, after
             provision for
              credit losses                         355,794       384,660
                                                    -------       -------

    NONINTEREST REVENUE:
    Mortgage lending                                 32,225         2,146
    Credit card, debit card and
     merchant fees                                   34,244        33,743
    Service charges                                  72,864        77,091
    Trust income                                      9,698         9,330
    Security gains (losses), net                        (55)       (5,849)
    Insurance commissions                            80,937        86,661
    Other                                            45,363        42,485
                                                     ------        ------
            Total noninterest revenue               275,276       245,607
                                                    -------       -------

    NONINTEREST EXPENSES:
    Salaries and employee benefits                  278,734       271,556
    Occupancy, net of rental income                  42,108        39,846
    Equipment                                        23,508        25,211
    Deposit insurance assessments                    19,672         2,852
    Other                                           119,246       116,448
                                                    -------       -------
            Total noninterest expenses              483,268       455,913
                                                    -------       -------
            Income before income taxes              147,802       174,354
    Income tax expense                               43,493        53,943
                                                     ------        ------
            Net income                             $104,309      $120,411
                                                   ========      ========

    Net income per share: Basic                       $1.25         $1.46
                                                      =====         =====
                                     Diluted          $1.25         $1.45
                                                      =====         =====




                                 BancorpSouth, Inc.
                                 Selected Loan Data
                               (Dollars in thousands)
                                     (Unaudited)
                                       Quarter Ended
                                      -------------
                  Dec-09       Sep-09     Jun-09       Mar-09       Dec-08
                  ------       ------     ------       ------       ------
    LOAN AND
     LEASE
     PORTFOLIO:
     Commercial
     and
     industrial  $1,467,144  $1,442,344   $1,441,718   $1,390,042  $1,417,499
    Real
     estate
        Consumer
        mortgages 2,017,067   2,046,433    2,054,666    2,037,439   2,096,568
        Home
        equity     550,085      540,875      532,337      519,528     511,480
       Agri-
        cultural   262,069      254,647      242,034      238,466     234,024
        Commercial
        and
        industrial-
        owner
        occupied 1,449,554    1,432,859    1,394,852    1,455,422   1,465,027
       Construction,
        acquisition
        and
        develop-
         ment    1,465,381    1,533,622    1,652,052    1,692,526   1,689,719
       Com-
        mercial  1,806,766    1,770,066    1,719,044    1,660,211   1,568,956
     Credit
     cards         108,086      103,208      101,844       98,450      93,650
     All
     other         655,437      633,890      622,853      620,739     614,354
                   -------      -------      -------      -------     -------
        Total
         loans  $9,781,589   $9,757,944   $9,761,400   $9,712,823  $9,691,277
                ----------   ----------   ----------   ----------  ----------

    ALLOWANCE
     FOR
     CREDIT
     LOSSES:
     Balance,
     beginning
     of
     period       $144,791     $138,746     $134,632     $132,793   $129,147

    Loans and
     leases
     charged
     off:
     Commercial
     and
     industrial     (2,829)      (3,913)      (1,070)      (1,147)   (1,003)
    Real estate
        Consumer
        mortgages   (2,298)      (2,669)      (4,877)      (4,073)   (3,582)
        Home
        equity      (1,835)      (1,278)      (1,106)      (1,153)     (596)
       Agricultural   (401)        (407)          (3)         (37)     (350)
        Commercial
        and
        industrial-
        owner
        occupied      (753)      (1,795)        (649)        (836)     (511)
        Construction,
        acquisition
        and
        development(14,888)      (3,160)      (4,335)      (4,377)   (6,208)
       Commercial     (568)      (2,135)        (321)        (560)     (611)
     Credit
     cards          (1,118)      (1,204)      (1,290)      (1,158)     (953)
     All
     other            (954)        (938)        (815)        (810)     (953)
                     ----         ----         ----         ----      ----
          Total
          loans
          charged
          off      (25,644)     (17,499)     (14,466)     (14,151)  (14,767)
                   -------      -------      -------      -------   -------

    Recoveries:
     Commercial
     and
     industrial        194          320           68          179       279
    Real
     estate
        Consumer
        mortgages      209          132          263          220       174
        Home
        equity          76           28            2            3         1
       Agricultural      -            -            -            2         -
        Commercial
        and
        industrial-
        owner
        occupied        10           31          248            8        54
        Construction,
        acquisition
        and
        development      7           31            4            86        97
       Commercial       25          108            -            56        23
     Credit
     cards             216          123          140           138        99
     All
     other             341          257          261           353       290
                       ---          ---          ---           ---       ---
          Total
          Recov-
           eries     1,078        1,030          986         1,045      1,017
                     -----        -----          ---         -----      -----

     Net
     charge-
     offs          (24,566)     (16,469)     (13,480)      (13,106)   (13,750)

     Provision
     charged
     to
     operating
     expense        34,659       22,514       17,594        14,945     17,822
     Other,
     net                 -            -            -             -       (426)
                       ---          ---          ---           ---       ----
     Balance,
     end
     of
     period       $154,884     $144,791     $138,746      $134,632   $132,793
                  --------     --------     --------      --------   --------

     Average
     loans
     for
     period     $9,753,163   $9,750,159   $9,740,916    $9,695,475  $9,604,142
                ==========   ==========   ==========    ==========  ==========

    Ratios:
     Net
     charge-
     offs
     to
     average
     loans
     (annualized)     1.01%        0.68%        0.55%         0.54%     0.57%
                      ====         ====         ====          ====      ====


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


                                          Quarter Ended
                                          -------------
                                         Dec-09    Sep-09     Jun-09
                                         ------    ------     ------
    NON-PERFORMING ASSETS
    NON-PERFORMING LOANS AND
     LEASES:
      Nonaccrual Loans and Leases
        Commercial and industrial          $5,117     $7,048     $7,364
        Real estate
           Consumer mortgages              20,731     12,433      9,946
           Home equity                      1,642      1,879        596
           Agricultural                     1,136      2,647        970
           Commercial and industrial-
            owner occupied                  7,039      5,044      2,631
           Construction, acquisition and
            development                    52,184     39,989     21,742
           Commercial                      13,124     12,228      1,023
        Credit cards                        1,044        850        816
        All other                             657        614        454
                                              ---        ---        ---
             Total nonaccrual loans and
              leases                      102,674     82,732     45,542
                                          -------     ------     ------

      Loans and Leases 90+ Days Past
       Due, Still Accruing:
        Commercial and industrial           1,797      1,062      1,919
        Real estate
           Consumer mortgages               9,905     14,189      9,961
           Home equity                        810        707      1,651
           Agricultural                     1,015        289      3,292
           Commercial and industrial-
            owner occupied                  4,511      1,342      4,253
           Construction, acquisition and
            development                    13,482      1,477     18,648
           Commercial                       2,558        305      2,351
        Credit cards                          355        373        476
        All other                           1,868        955      1,315
                                            -----        ---      -----
             Total loans and leases 90+
              past due, still accruing     36,301     20,699     43,866
                                           ------     ------     ------

      Restructured Loans and Leases,
       Still Accruing                       6,161      8,205      8,264
                                            -----      -----      -----
         Total non-performing loans
          and leases                      145,136    111,636     97,672
                                          -------    -------     ------

    OTHER REAL ESTATE OWNED:               63,766     62,072     51,477
                                           ------     ------     ------

    Total Non-performing Assets          $208,902   $173,708   $149,149
                                         ========   ========   ========

    Credit Quality Ratios:
    Provision for credit losses to
     average loans and                       1.42%      0.92%      0.72%
     leases (annualized)
    Allowance for credit losses to
     net loans and leases                    1.58%      1.48%      1.42%
    Allowance for credit losses to
     non-performing assets                  74.14%     83.35%     93.03%
    Allowance for credit losses to
     non-performing loans and
     leases                                106.72%    129.70%    142.05%
    Non-performing loans and
     leases to net loans and
     leases                                  1.48%      1.14%      1.00%
    Non-performing assets to net
     loans and leases                        2.14%      1.77%      1.53%



                                                     Quarter Ended
                                                     -------------
                                                        Mar-09     Dec-08
                                                        ------     ------
    NON-PERFORMING ASSETS
    NON-PERFORMING LOANS AND LEASES:
      Nonaccrual Loans and Leases
        Commercial and industrial                         $5,523      $7,378
        Real estate
           Consumer mortgages                              8,398       4,599
           Home equity                                       100         143
           Agricultural                                      673         440
           Commercial and industrial-owner occupied        4,153       1,768
           Construction, acquisition and development      17,984      12,393
           Commercial                                        925         432
        Credit cards                                         939         952
        All other                                            241          63
                                                             ---         ---
             Total nonaccrual loans and leases            38,936      28,168
                                                          ------      ------

      Loans and Leases 90+ Days Past Due, Still
       Accruing:
        Commercial and industrial                          1,489         715
        Real estate
           Consumer mortgages                              7,110      13,371
           Home equity                                     1,375         796
           Agricultural                                      421         409
           Commercial and industrial-owner occupied        2,982       2,761
           Construction, acquisition and development      11,372      12,481
           Commercial                                      1,021       1,013
        Credit cards                                         391         463
        All other                                          1,138       1,364
                                                           -----       -----
             Total loans and leases 90+ past due,
              still accruing                              27,299      33,373
                                                          ------      ------

      Restructured Loans and Leases, Still
       Accruing                                            7,581       2,472
                                                           -----       -----
         Total non-performing loans and leases            73,816      64,013
                                                          ------      ------

    OTHER REAL ESTATE OWNED:                              47,450      46,317
                                                          ------      ------

    Total Non-performing Assets                         $121,266    $110,330
                                                        ========    ========

    Credit Quality Ratios:
    Provision for credit losses to average
     loans and                                              0.62%       0.74%
     leases (annualized)
    Allowance for credit losses to net loans
     and leases                                             1.39%       1.37%
    Allowance for credit losses to non-
     performing assets                                    111.02%     120.36%
    Allowance for credit losses to non-
     performing loans and leases                          182.39%     207.45%
    Non-performing loans and leases to net
     loans and leases                                       0.76%       0.66%
    Non-performing assets to net loans and
     leases                                                 1.25%       1.14%



      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    $9,823,240      $131,277    5.30%
      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                               72,903         1,344    7.31%
      Short-term investments                     92,651            61    0.26%
                                                 ------           ---
        Total interest earning
          assets and revenue                 11,968,679       155,279    5.15%
      Other assets                            1,269,229
      Less:  allowance for credit losses       (161,712)
                                               --------
          Total                             $13,076,196