Annual Report - Banking, Checking, Credit Cards, and Mortgage

12
Annual Report 2008 Providing Strength, Stability and Confidence In Times Like These Providing Strength, Stability and Confidence In Times Like These

Transcript of Annual Report - Banking, Checking, Credit Cards, and Mortgage

Page 1: Annual Report - Banking, Checking, Credit Cards, and Mortgage

A n n u a l R e p o r t 2 0 0 8

Providing Strength, Stability and Confidence In Times Like These

Providing Strength, Stability and Confidence In Times Like These

Corporate Information As of March 1, 2009

Corporate HeadquartersBancorpSouthOne Mississippi Plaza201 South Spring StreetTupelo, MS 38804

Annual Meeting9:00 a.m. (local time), April 22, 2009BancorpSouth Corporate HeadquartersFourth FloorOne Mississippi Plaza201 South Spring StreetTupelo, MS 38804

Common SharesListed on the New York Stock ExchangeNYSE Symbol: BXS

Trust Preferred SecuritiesBancorpSouth Capital Trust IListed on the New York Stock ExchangeNYSE Symbol: BXS.A

Transfer Agent and RegistrarRegistrar and Transfer Company10 Commerce DriveCranford, New Jersey 07016-3572Tel: (800) 368-5948E-mail: [email protected] address: www.rtco.com

Independent AuditorsKPMG LLPMemphis, TN

Legal CounselJ. Patrick CaldwellRiley, Caldwell, Cork & Alvis, P.A.Tupelo, MS

Waller Lansden Dortch & Davis, LLPNashville, TN

SubsidiariesRisk Advantage, Inc.BancorpSouth Bank and itswholly-owned subsidiaries

•Century Credit Life Insurance Company•Personal Finance Corporation•BancorpSouth Investment Services, Inc.•BancorpSouth Municipal

Development Corporation•BancorpSouth Insurance Services, Inc.

Web Sitewww.bancorpsouth.com

CertificationsThe Company's Chief Executive Officer has submitted to the New York Stock Exchange (“NYSE”) the annual certification for 2008 asrequired by Section 303A.12(a) of the NYSE listingstandards, and the Chief Executive Officer and ChiefFinancial Officer have filed with the Securities andExchange Commission their Sarbanes-OxleySection 302 certifications as exhibits to theCompany's Annual Report on Form 10-K for 2008.

Dividend Reinvestment PlanShareholders of the Company are eligibleto participate in the Dividend ReinvestmentPlan. Under the terms of the Plan, commonstock of the Company may be purchased byreinvesting cash dividends. For additionalinformation contact the Transfer Agent.

An Equal Opportunity Employer

Ranked “Highest Customer Satisfaction with Retail Banking in the Southeast Region”

by J.D. Power and Associates

One Mississippi Plaza • 201 South Spring Street • Tupelo, MS 38804www.bancorpsouth.com

BancorpSouth received the highest numerical score among retail banks in the Southeast (AL, AR, FL, GA, KY, LA, MS, NC, SC, TN, VA, WV) region in the proprietary J.D. Power and Associates 2008 Retail Banking Satisfaction StudySM. Study based on a total of 19,602 responses measuring 15 providers

in the region and measures opinions of consumers with their primary banking provider. Proprietary study results are based on experiences and perceptions of consumers surveyed in January 2008. Your experiences may vary. Visit jdpower.com.

Page 2: Annual Report - Banking, Checking, Credit Cards, and Mortgage

About the Cover

BancorpSouth is recognized as one of the country’s strongest mid-cap financialinstitutions, based primarily on the strengths of its capital position and liquidity, credit quality, diversified revenue streams and markets, and conservative operating principles. We amplify thesestrengths through the commitment of skilled and dedicated team members like E.P. Morgan (picturedleft), a First Vice President in Treasury Management; people who are empowered to providesuperior service to our core retail and small to mid-sized business customers. The strengthof the service culture throughout BancorpSouth is demonstrated by our having been ranked“Highest Customer Satisfaction with Retail Banking in the Southeast Region” by J.D. Powerand Associates’ 2008 Retail Banking Satisfaction StudySM. Simply put, we are committed tobacking our customers with strength and stability throughout the economic cycle, giving them confidence during times like these.

Page 3: Annual Report - Banking, Checking, Credit Cards, and Mortgage

BancorpSouth, Inc. (NYSE: BXS) is a financial holding company headquartered in Tupelo, Mississippi, with $13.5 billion inassets at December 31, 2008. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately315 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.

%(Dollars in thousands, except per share amounts) 2008 2007 Change

Year-End BalancesTotal Assets $ 13,480,218 $ 13,189,841 2.2%Total Deposits 9,711,872 10,064,099 (3.5)Loans, Net of Unearned Income 9,691,277 9,179,684 5.6Shareholders’ Equity 1,240,260 1,196,626 3.6

For The YearNet Income $ 120,411 $ 137,943 (12.7)%Return on Average Assets 0.91% 1.07% (15.0)Return on Average Shareholders’ Equity 9.84% 12.31% (20.1)

Per ShareNet Income: Basic $ 1.46 $ 1.69 (13.6)%

Diluted 1.45 1.69 (14.2)Dividends 0.87 0.83 4.8Book Value at Year End 14.92 14.54 2.6

Average Diluted Shares Outstanding 82,793,663 81,844,343 1.2%

$10,

848

$11,

769

$12,

041

$13,

190

$13,

480

Total assetsat year end(millions)

F I N A N C I A L

H I G H L I G H T S

B A N C O R P S O U T H

1

04 05 06 07 08

$6,8

37

$7,3

66

$7,8

71

$9,1

80

$9,6

91

Net loans atyear end(millions)

04 05 06 07 08

$9,0

59

$9,6

07

$9,7

11

$10,

064

$9,7

12

Deposits at year end(millions)

04 05 06 07 08

$916

$977

$1,0

27

$1,1

97

$1,2

40

Shareholders’equity at year end(millions)

04 05 06 07 08

3.52

3.64

3.70

3.68

3.75

Net interestmargin(%)

04 05 06 07 08

$1.4

3

$1.4

7

$1.5

7

$1.6

9

$1.4

5

Earnings perdiluted share($)

04 05 06 07 08

Page 4: Annual Report - Banking, Checking, Credit Cards, and Mortgage

Fellow Shareholders

For 2008, BancorpSouth again performed very well ina time of both tremendous upheaval in the financialservices industry and a recessionary economy. While ourfinancial results for 2008 were affected by these conditions,our steady performance differentiated BancorpSouth frommost of its industry peers.

Our results for 2008 were highlighted by solidprofitability, steady loan growth, increased interest revenueand the highest net interest margin in five years. Wecompleted 2008 with a high quality loan portfolio thatremained strong both on an absolute basis and incomparison to industry averages. We strengthened ouralready strong capital structure throughout the year,maintained ample sources of liquidity and increased ourcash dividend for the 25th consecutive year. We expandedBancorpSouth’s market presence in 2008 through theopening of 17 full service banking offices and through theacquisition of two market-leading insurance agencies.These strategic acquisitions contributed to growth in ournoninterest revenue for 2008, reducing our dependence oninterest-generating assets.

Perhaps BancorpSouth’s greatest achievement duringthe gathering economic downturn that characterized 2008is reflected in the words on the cover of this annual report.In a time of great unease over the economy and, inparticular, the financial services industry, both ourperformance in 2008 and our long-term record of successhave provided our customers with a source of financialstrength and stability, building their confidence in theirability to withstand the current environment.

2008 Financial Performance Positions BancorpSouthWell for Challenges of 2009

The Company’s net income for 2008 was $120.4million or $1.45 per diluted share compared with $137.9million or $1.69 per diluted share for 2007.

Controlled growth in a volatile environment –BancorpSouth’s traditional banking operations producedgrowth in net interest income to $440.8 million for 2008.This reflected our continuing flow of credit within ourmarkets during the year through an increase in net loans.Our lending activity combined with our effectiveasset/liability management strategy to produce an increase in our net interest margin for 2008 to the highestlevel since 2003.

The goal of our asset/liability management strategy isto reduce the impact of interest rate volatility on netinterest revenue while maintaining ample liquidity.

We achieved both goals during 2008, a year in whichinterest rates declined precipitously. By redeploying assets from maturing lower yielding investment securities into higher yielding loans, we enhanced yield on earning assets.

We also lowered the average rate paid on interestbearing liabilities through more selective pricing of publicfund deposits, which reduced other time deposits at yearend. We replaced much of these funds through growth indemand deposits, as well as an increase in lower rate shortand long-term borrowings.

We implemented these strategies while continuing to focus on the needs of our core deposit customers. In addition, we maintained ample liquidity throughsubstantial additional borrowing capacity from the FederalHome Loan Bank, the Federal Reserve discount windowand other bank lines. We also maintained our ongoingability to bid more aggressively for public fund time deposits.

Strong credit quality as a defining characteristic –While credit became a scarce commodity nationally in 2008,BancorpSouth’s conservative lending philosophy produceda loan portfolio that continued to achieve favorable results.Demonstrating that we are not immune to the effect of theeconomic downturn, most measures of credit qualitydeclined in 2008. However, our lending policies andpractices limited credit losses and the correspondingimpact on earnings to very manageable levels.

These results are due to a long-term, disciplinedadherence to our policies throughout the economic cycle. Our technology infrastructure has enhanced centralizedcredit monitoring and control, enabling us to intentionallydecentralize lending and other decision making to localbank managers. Increased local autonomy improves thequality of our customer’s experience withBancorpSouth and buildsour understanding ofeach loan customer’scircumstances.Through thiscombination ofcentral control andlocal autonomy, wecontinually differentiateBancorpSouth in ourmarkets, working withborrowers to createmutually beneficialsolutions.

B A N C O R P S O U T H

2

Gregg CowsertVice ChairmanChief Lending Officer

Page 5: Annual Report - Banking, Checking, Credit Cards, and Mortgage

Aubrey PattersonChairman and Chief Executive Officer

Thoughtful Expansion StrategyOur performance in the currentenvironment validates our provenexpansion strategy, which focuses onentering steadily growing cities inexisting or contiguous markets thatwe understand well and that canperform consistently throughout theeconomic cycle.

Conservative Lending and Credit PhilosophiesBancorpSouth has had virtually no exposure to the credit issuesaffecting subprime residential mortgages and limited exposureto commercial real estate projects in the non-owner occupiedresidential market. Nonperforming loans and net charge-offsremain at manageable levels, and we are well reserved againstexpected future losses.

Jim KelleyPresident and Chief Operating Officer

Strong Capital Structure and Ample LiquidityWe are a “well capitalized” financial holding company, the highestclassification under federal regulations, with year end capital significantlystronger than the minimum levels required to be so defined. Due partly tothis strength and our access to ample sources of liquidity, we elected to declineparticipation in the Capital Purchase Program under TARP.

BancorpSouth’s performance for 2008 validates our commitment to conservative

management principles.

Page 6: Annual Report - Banking, Checking, Credit Cards, and Mortgage

B A N C O R P S O U T H

4

Insurance Commission RevenueBancorpSouth’s insurance commission revenue grew21.7% for 2008, strengthening our position as one ofthe nation’s largest producers of insurance commissionrevenue among financial holding companies.

Mortgage Origination Revenue With almost 40% of our mortgagecustomers making payments at a teller’swindow, this business offers ongoingopportunities to strengthen customerrelationships. After 50.1% growth inmortgage origination revenue for 2008and mortgage interest rates at historicallylow levels, we believe 2009 represents acontinuing growth opportunity.

James ThreadgillVice ChairmanFinancial Services Division

Bill Edwards Senior Vice PresidentBancorpSouth Mortgage

Annitra PenningtonTupelo Main Office Teller

Page 7: Annual Report - Banking, Checking, Credit Cards, and Mortgage

Diversified revenue streams mitigate the impact of interest-rate volatility.

Our credit quality also reflects the positive impact ofour thoughtful expansion strategy into familiar, contiguousmarkets with diverse economies and attractive growthdynamics. Our experience is that these markets, often incounty seats or somewhat larger micropolitan areas, areoften steadier performers throughout the economic cyclethan other markets that may have grown faster in recentyears. We purposefully avoided these less desirable andhigher risk markets, and as early as the fall of 2006, webegan to tighten our real estate lending standards inestablished markets that appeared to be overheating. As aresult of our credit focus, we had only nominal exposure tothe credit issues affecting subprime residential mortgagesand limited exposure to commercial real estate projects inthe non-owner occupied residential market.

Substantial growth in noninterest operations –BancorpSouth’s traditional banking business continues tobe supported and complemented by growth in ournoninterest revenue products and services. For 2008,insurance commission revenue grew 21.7% to $86.7 million,despite a relatively soft insurance market that held organicgrowth to the low single digits. BancorpSouth’s acquisitionof three strong insurance agencies since mid-2007 wasprimarily accountable for this growth, further building abusiness that has expanded into one of the country’s

largest generators of insurance commission revenueamong subsidiaries of financial holding companies.

We were also pleased with our second consecutiveyear of double-digit growth in mortgageorigination revenue, which increased 50.1%for 2008 versus 2007. Credit and debit cardfee revenue grew significantly in 2008, asthe number and size of transactionsprocessed continued to increase.

Strong capital structure and liquidity –Through consistently profitableoperations, we have continued tostrengthen our capital structure and ouraccess to liquidity, providing acompetitive advantage in the currentenvironment and enhancing ourprospects for future growth.BancorpSouth has long been categorized

under federal regulations as “well capitalized,” the highestclassification. Our capital ratios, both regulatory and equity,exceed required minimums by any measure.

Our Differences Are Our StrengthBancorpSouth provides strength, stability and

confidence in an environment that has shaken the financialservices industry. Our fundamental business decisions havebeen different from those of many of our peers. Ourapproach, which can seem somewhat conservative in thestrongest part of the economic cycle, ensures our long-termviability through the strength it provides in the weakestpart of the cycle. Among other characteristics, we aredifferentiated in our markets by three basic strategicdecisions that have guided the long-term development ofour Company.

Commitment to conservative management principles –As is readily apparent today, the financial services industryis inherently at risk from interest rate volatility and theinevitability of downturns in the economic cycle.BancorpSouth has long been committed to the propositionthat to build long-term shareholder value in this industry,we must manage those aspects of our business we candirectly control to protect the Company from those overwhich we have no control. Such a strategy in the currentenvironment seems wholly logical, but it requiresdisciplined and consistent adherence in the stronger partsof the economic cycle when others are enjoying short-termbenefits from assuming potentially excessive risk.

The conservative culture we have built atBancorpSouth is tested continually in both our long-termstrategic decisions and the multitude of decisions that mustbe made every business day. Our commitment to thisculture is strengthened by the competitive advantage it hasprovided us in the current environment, as well as the long-term growth it has enabled us to achieve. Our conservativemanagement principles are reflected in our high qualityloan portfolio, our asset/liability management strategy, ourstrong credit quality and capital structure, our record ofthoughtful expansion and our long-term investment todiversify our revenues and reduce interest rate spreaddependency. As a result, our prospects for long-termgrowth despite the current environment remain compelling.

Credit and Debit Card Fee RevenueConsistent with industry trends, we have continued to benefit fromstrong customer demand for, and use of, credit and debit cards. As aresult, credit and debit card revenue increased 13.1% for 2008,expanding a multi-year record of double-digit growth.

Page 8: Annual Report - Banking, Checking, Credit Cards, and Mortgage

Superior customer satisfaction is a core competency— Ranked “Highest Customer Satisfaction with Retail Banking

in the Southeast Region” by J.D. Power and Associates.

Development of diversified revenue streams –The strength of our noninterest revenue streams in achallenging environment for traditional interest rate spreadsvalidates our long-term investment in developing theseproducts and services. In addition to mitigating the impactof interest rate volatility on our consolidated results, ournoninterest products and services strengthen our marketpresence and increase the stability of our core operations.

Our comprehensive and sophisticated array offinancial offerings also differentiate BancorpSouth withinour core community bank market, while improvingcustomer service and satisfaction. As we serve anincreasing portion of our customers’ total financial needs,we enhance our ability to create strong long-term customerrelationships. Increasingly, these products and services alsobring new customers to BancorpSouth, providing us anoutstanding opportunity to introduce our traditionalbanking services. Our noninterest revenue accounted formore than 35% of BancorpSouth’s total revenue for 2008,and we are confident that we can continue growing thisbusiness in the years ahead.

Strategically focused on community banking –BancorpSouth’s decision to focus strategically on our coreretail and small to mid-sized business customers has servedour shareholders well. Through this relationship-drivenfocus, we have built a unique franchise in the communitybank market that differentiates us from major regional andnational bank competitors, as well as from small localcommunity banks. At the heart of this franchise is superiorcustomer service. Our operations are designed to enableour bankers to engage their local communities and to know their customers well, whether as a result of themarkets we choose to enter, the autonomy we provide ourlocal teams or the integrated back office support weprovide each bank office.

Our clear strategic focus on community banking isunusual for a bank our size, but it is precisely our size thatenables us to invest in the sophisticated products andservices and the centralized technology infrastructure thatdifferentiate BancorpSouth from local community banks.We believe this unique combination of local decisionmaking and personalized service with seamlessly integratedproduct sophistication and technology support providesour customers a superior experience. Based onBancorpSouth’s having been ranked “Highest Customer

Satisfaction with Retail Banking in the Southeast Region” byJ.D. Power and Associates’ 2008 Retail Banking SatisfactionStudySM, our customers evidently agree.

ConclusionAs we look to 2009, our confidence in the strength and

stability of BancorpSouth is exemplified by our considereddecision to forego participation in the Capital PurchaseProgram under the federal government’s Troubled AssetRelief Program (TARP). We are properly cautious in ouroutlook and will rigorously focus on credit quality,especially on early identification and resolution of anyemerging credit issues. We will also focus on controllinggrowth, strengthening our capital structure and managingexpenses. BancorpSouth is a fundamentally strong bankinginstitution, well capitalized, conservatively managed andstrategically well positioned geographically and through itsdiversified revenues. Our growth strategies and ourmanagement policies have been validated through manyeconomic cycles, and with this perspective, we areprepared to effectively manage the challenges we face andcontinue building long-term shareholder value.

Our confidence in BancorpSouth’s long-term prospectsis based on the quality and dedication of our teammembers throughout the Company. They are responsiblefor our strong and differentiated market position and forfulfilling our potential for growth. We recognize theircommitment and thank them for their hard work in theyear past and the year to come. We also thank you for yourinvestment in BancorpSouth and for the confidence in theCompany’s prospects your investment signifies.

Sincerely,

Aubrey B. PattersonChairman and Chief Executive Officer

James V. KelleyPresident and Chief Operating Officer

Page 9: Annual Report - Banking, Checking, Credit Cards, and Mortgage

B A N C O R P S O U T H

7Community Style Service – Large Bank CapabilitiesBy combining superior customer service withour investment in sophisticated products andservices, we have created a unique franchise inthe community bank market, differentiatedfrom regional and national bank competitors,as well as from local community banks.

Comprehensive Financial ServicesOur continuing goal is to enhance customer serviceand strengthen customer relationships by expandingour ability to be a single source provider for all ourcustomers’ financial services needs.

Decentralized Decision MakingOur centralized technologyinfrastructure enables us todecentralize lending and otherdecision making to local bankmanagers to an unusual degree.With increased autonomy, our localteams can better engage theircommunities, develop strongcustomer relationships and providea superior service experience.

Larry BatemanVice ChairmanOperations Division

Gordon LewisVice ChairmanCommunity Bank Division

Page 10: Annual Report - Banking, Checking, Credit Cards, and Mortgage

D I R E C T O R S A N D O F F I C E R S

James E. Campbell, IIIPresident and Chief Operating OfficerH+M Company, Inc.Jackson, TN

Hassell H. FranklinChief Executive OfficerFranklin CorporationHouston, MS

W.G. “Mickey” Holliman, Jr.Managing PartnerFive Star, LLCTupelo, MS

James V. KelleyPresident and ChiefOperating OfficerBancorpSouth, Inc.BancorpSouth BankTupelo, MS

Larry G. KirkRetiredTupelo, MS

Turner O. LashleeChairmanLashlee-Rich, Inc.Humboldt, TN

Guy W. Mitchell, IIIPresidentMitchell, McNutt & Sams, P.A.Tupelo, MS

R. Madison MurphyManaging MemberMurphy FamilyManagement, LLCEl Dorado, AR

Robert C. NolanChairmanDeltic Timber CorporationEl Dorado, AR

W. Cal Partee, Jr.PartnerPartee Flooring MillMagnolia, AR

Aubrey B. PattersonChairman and ChiefExecutive OfficerBancorpSouth, Inc.BancorpSouth BankTupelo, MS

Alan W. PerryAttorney at LawForman, Perry, Watkins,Krutz, & Tardy, LLPJackson, MS

C O M P A R A T I V E

P E R F O R M A N C E G R A P H

* Holding company directors also serve on BancorpSouth Bank Board of Directors

The SEC requires us to include in this AnnualReport a line graph that compares the yearlypercentage change in cumulative totalshareholder return on our common stock withthe cumulative total return of (i) a broad equitymarket indicator and (ii) a published industryindex or peer group. To the right is a line graphprepared by SNL Securities LC comparing theyearly percentage change in the cumulativetotal shareholder return on our common stockagainst the cumulative total return of the S&P500 Index and the SNL Southeast Bank Indexfor a period of five years. The SNL SoutheastBank Index is prepared by SNL Securities LCand consists of 142 publicly traded banks andbank holding companies located in thesoutheastern United States as of December 31,2008.

Index 12/31/03 12/31/04 12/31/05 12/31/06 12/31/07 12/31/08

BancorpSouth, Inc. 100.00 106.10 99.41 124.52 113.46 116.78SNL Southeast Bank Index 100.00 118.59 121.39 142.34 107.23 43.41S&P 500 Index 100.00 110.88 116.33 134.70 142.10 89.53

Comparison of Five-Year Cumulative Total Returns

Aubrey B. PattersonChairman and ChiefExecutive Officer

James V. KelleyPresident and ChiefOperating Officer

L. Nash Allen, Jr.Treasurer and ChiefFinancial Officer

Larry D. BatemanExecutive Vice President

W. Gregg CowsertExecutive Vice President

Cathy S. FreemanExecutive Vice President andCorporate Secretary

Gary R. HarderExecutive Vice President

Gordon R. LewisExecutive Vice President

W. James Threadgill, Jr.Executive Vice President

Gary C. BondsSenior Vice President andPrincipal Accounting Officer

W. O. JonesSenior Vice President

BancorpSouth, Inc. Board of Directors

BancorpSouth, Inc. Officers

Gus J. Blass, IIILittle Rock, AR

Albert C. ClarkStarkville, MS

Grace ClarkTupelo, MS

William L. CrewsTupelo, MS

L. E. GibensTupelo, MS

Warren A. Hood, Jr.Hattiesburg, MS

Keith J. Jackson, Jr.Little Rock, AR

Patricia P. LewisJackson, TN

George F. Middlebrook, IIINacogdoches, TX

BancorpSouth Bank Board of Directors*

B A N C O R P S O U T H

8

Page 11: Annual Report - Banking, Checking, Credit Cards, and Mortgage

A n n u a l R e p o r t 2 0 0 8

Providing Strength, Stability and Confidence In Times Like These

Providing Strength, Stability and Confidence In Times Like These

Corporate Information As of March 1, 2009

Corporate HeadquartersBancorpSouthOne Mississippi Plaza201 South Spring StreetTupelo, MS 38804

Annual Meeting9:00 a.m. (local time), April 22, 2009BancorpSouth Corporate HeadquartersFourth FloorOne Mississippi Plaza201 South Spring StreetTupelo, MS 38804

Common SharesListed on the New York Stock ExchangeNYSE Symbol: BXS

Trust Preferred SecuritiesBancorpSouth Capital Trust IListed on the New York Stock ExchangeNYSE Symbol: BXS.A

Transfer Agent and RegistrarRegistrar and Transfer Company10 Commerce DriveCranford, New Jersey 07016-3572Tel: (800) 368-5948E-mail: [email protected] address: www.rtco.com

Independent AuditorsKPMG LLPMemphis, TN

Legal CounselJ. Patrick CaldwellRiley, Caldwell, Cork & Alvis, P.A.Tupelo, MS

Waller Lansden Dortch & Davis, LLPNashville, TN

SubsidiariesRisk Advantage, Inc.BancorpSouth Bank and itswholly-owned subsidiaries

•Century Credit Life Insurance Company•Personal Finance Corporation•BancorpSouth Investment Services, Inc.•BancorpSouth Municipal

Development Corporation•BancorpSouth Insurance Services, Inc.

Web Sitewww.bancorpsouth.com

CertificationsThe Company's Chief Executive Officer has submitted to the New York Stock Exchange (“NYSE”) the annual certification for 2008 asrequired by Section 303A.12(a) of the NYSE listingstandards, and the Chief Executive Officer and ChiefFinancial Officer have filed with the Securities andExchange Commission their Sarbanes-OxleySection 302 certifications as exhibits to theCompany's Annual Report on Form 10-K for 2008.

Dividend Reinvestment PlanShareholders of the Company are eligibleto participate in the Dividend ReinvestmentPlan. Under the terms of the Plan, commonstock of the Company may be purchased byreinvesting cash dividends. For additionalinformation contact the Transfer Agent.

An Equal Opportunity Employer

Ranked “Highest Customer Satisfaction with Retail Banking in the Southeast Region”

by J.D. Power and Associates

One Mississippi Plaza • 201 South Spring Street • Tupelo, MS 38804www.bancorpsouth.com

BancorpSouth received the highest numerical score among retail banks in the Southeast (AL, AR, FL, GA, KY, LA, MS, NC, SC, TN, VA, WV) region in the proprietary J.D. Power and Associates 2008 Retail Banking Satisfaction StudySM. Study based on a total of 19,602 responses measuring 15 providers

in the region and measures opinions of consumers with their primary banking provider. Proprietary study results are based on experiences and perceptions of consumers surveyed in January 2008. Your experiences may vary. Visit jdpower.com.

Page 12: Annual Report - Banking, Checking, Credit Cards, and Mortgage

A n n u a l R e p o r t 2 0 0 8

Providing Strength, Stability and Confidence In Times Like These

Providing Strength, Stability and Confidence In Times Like These

Corporate Information As of March 1, 2009

Corporate HeadquartersBancorpSouthOne Mississippi Plaza201 South Spring StreetTupelo, MS 38804

Annual Meeting9:00 a.m. (local time), April 22, 2009BancorpSouth Corporate HeadquartersFourth FloorOne Mississippi Plaza201 South Spring StreetTupelo, MS 38804

Common SharesListed on the New York Stock ExchangeNYSE Symbol: BXS

Trust Preferred SecuritiesBancorpSouth Capital Trust IListed on the New York Stock ExchangeNYSE Symbol: BXS.A

Transfer Agent and RegistrarRegistrar and Transfer Company10 Commerce DriveCranford, New Jersey 07016-3572Tel: (800) 368-5948E-mail: [email protected] address: www.rtco.com

Independent AuditorsKPMG LLPMemphis, TN

Legal CounselJ. Patrick CaldwellRiley, Caldwell, Cork & Alvis, P.A.Tupelo, MS

Waller Lansden Dortch & Davis, LLPNashville, TN

SubsidiariesRisk Advantage, Inc.BancorpSouth Bank and itswholly-owned subsidiaries

•Century Credit Life Insurance Company•Personal Finance Corporation•BancorpSouth Investment Services, Inc.•BancorpSouth Municipal

Development Corporation•BancorpSouth Insurance Services, Inc.

Web Sitewww.bancorpsouth.com

CertificationsThe Company's Chief Executive Officer has submitted to the New York Stock Exchange (“NYSE”) the annual certification for 2008 asrequired by Section 303A.12(a) of the NYSE listingstandards, and the Chief Executive Officer and ChiefFinancial Officer have filed with the Securities andExchange Commission their Sarbanes-OxleySection 302 certifications as exhibits to theCompany's Annual Report on Form 10-K for 2008.

Dividend Reinvestment PlanShareholders of the Company are eligibleto participate in the Dividend ReinvestmentPlan. Under the terms of the Plan, commonstock of the Company may be purchased byreinvesting cash dividends. For additionalinformation contact the Transfer Agent.

An Equal Opportunity Employer

Ranked “Highest Customer Satisfaction with Retail Banking in the Southeast Region”

by J.D. Power and Associates

One Mississippi Plaza • 201 South Spring Street • Tupelo, MS 38804www.bancorpsouth.com

BancorpSouth received the highest numerical score among retail banks in the Southeast (AL, AR, FL, GA, KY, LA, MS, NC, SC, TN, VA, WV) region in the proprietary J.D. Power and Associates 2008 Retail Banking Satisfaction StudySM. Study based on a total of 19,602 responses measuring 15 providers

in the region and measures opinions of consumers with their primary banking provider. Proprietary study results are based on experiences and perceptions of consumers surveyed in January 2008. Your experiences may vary. Visit jdpower.com.