BANCORPSOUTH BANK

Acquisitions of Summit Financial Enterprises, Inc. &

Van Alstyne Financial Corporation

March 5, 2019

Forward Looking Statements

2

Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking

terminology such as “anticipate,” “believe,” “could,” “continue,” “seek,” “intend,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,”

“should,” “predict,” “project,” “goal,” “outlook,” “potential,” “will,” “will result,” “will likely result,” or “would” or future or conditional verb tenses and

variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the without limitation, statements

relating to the terms, timing and closing of the proposed mergers with Summit Financial Enterprises, Inc. (“Summit”) and Van Alstyne Financial

Corporation (“Texas Star”), acceptance by customers of Summit and Texas Star of BancorpSouth Bank’s products and services, BancorpSouth Bank’s

opportunities to enhance market share in certain markets and market acceptance of BancorpSouth Bank generally in new markets.

BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this presentation and the

accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of

factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of BancorpSouth

Bank and either Summit or Texas Star to complete the respective mergers, the ability of BancorpSouth Bank and either Summit or Texas Star to satisfy

the conditions to the completion of the respective mergers, including the approval of the mergers by either Summit’s or Texas Star’s shareholders and

the receipt of all regulatory approvals required for the mergers on the terms expected in the respective merger agreements, the ability of BancorpSouth

Bank and either Summit or Texas Star to meet expectations regarding the timing, completion and accounting and tax treatments of the mergers, the

possibility that any of the anticipated benefits, cost savings, and synergies of the mergers will not be realized or will not be realized as expected, the

failure of the mergers to close for any other reason, the effect of the announcement of the respective mergers on BancorpSouth Bank’s operating

results, the possibility that the mergers may be more expensive or time-consuming to complete than anticipated, including as a result of unexpected

factors or events and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity,

prospects and/or results of operations of financial services companies and the other factors described under the caption “Risk Factors” in BancorpSouth

Bank’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 which was filed with the FDIC on February 28, 2019. Forward-

looking statements speak only as of the date of this presentation and the accompanying slides and, except as required by law, BancorpSouth Bank

does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this

presentation and the accompanying slides.

3

Overview of Summit Financial Enterprises, Inc.

(1) Financial information obtained from FDIC data and internal financial statements.

Date Established: 2008

Number of Branches: 4

Bank Level Financial Highlights(1) 12/31/18

Balance Sheet Data

Total Assets ($MM) 472.4

Total Loans ($MM) 297.3

Total Deposits ($MM) 401.8

Loans to Deposits (%) 74.0

Noninterest Bearing Deposits / Deposits (%) 37.5

Average Deposits Per Branch ($MM) 100.5

Profitability Data (LTM)

Net Interest Margin (%) 3.85

Efficiency Ratio (%) 50.3

Return on Average Assets (%) 1.58

BXS

Summit Bank

Merchants Bank (pending)

Transaction Summary

4

Merger Partner

Purchase Price(1)

Consideration

Deal Value Collar

Consideration Mix(1)

Minimum Equity

Requirement(2)

Management Retention

Summit Financial Enterprises, Inc. and bank subsidiary, Summit Bank,

National Association (collectively, “Summit Bank”)

$100.3 million

2,500,000 shares of BXS common stock and $20.0 million in cash

$95.0 million to $107.5 million

≈ 80% stock / 20% cash

$54.5 million after seller-incurred expenses

Andy Stein (Florida Chairman)

Anticipated Closing Second half of 2019

Required Approvals Customary regulatory approvals and Summit Bank shareholder

approval

(1) Based upon BancorpSouth’s closing price of $32.12 on March 4, 2019.

(2) In the event Summit Bank’s equity capital at closing is less than $54.5 million after seller-incurred expenses,

then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

Loans

Deposits

$755 MM

$605 MM

Pro Forma FranchiseFlorida Panhandle

&

Mobile Bay Area

5

Florida Panhandle Market Overview & Pro Forma

Franchise ● The Florida Panhandle, partially comprised of the

Pensacola-Ferry Pass-Brent, Crestview-Fort Walton

Beach-Destin, and Panama City-Lynn Haven statistical

areas, is home to a combined 960 thousand people.

● Tourism is one of the area’s leading industries. Over 126

million people visited Florida in 2018, many of them visiting

the Panhandle’s famous beaches.

Note: Pro forma loan and deposit totals include pending Merchants Bank acquisition.

Source: U.S. Census Bureau, www.npr.org, www.visitflorida.org

● The U.S. government is expected to invest around $3

billion to rebuild Tyndall Air Force Base, just east of

Panama City, as the “Air Base of the Future” after the

damage sustained from Hurricane Michael.

● Other military bases including Eglin Air Force Base and

Naval Support Activity Panama City employ thousands of

service members and contractors.

● With no personal state income tax and the nation’s second fastest growing population, Florida, already the third most populous

state, continues to be an attractive place to live and work.

● Continued commercial and residential developments from companies like St. Joe Company, the largest publically traded

company in this market, will further enhance the region’s offerings for residents and tourists alike.

BXS Summit Bank Merchants Bank (pending)

6

Overview of Van Alstyne Financial Corporation

(1) Texas Star Bank also has a loan production office in Durant, Oklahoma, not included in this total.

(2) Financial information obtained from FDIC data and internal financial statements.

Date Established: 1890

Number of Branches(1): 7

Bank Level Financial Highlights(2) 12/31/18

Balance Sheet Data

Total Assets ($MM) 378.0

Total Loans ($MM) 317.2

Total Deposits ($MM) 329.0

Loans to Deposits (%) 96.4

Noninterest Bearing Deposits / Deposits (%) 34.6

Average Deposits Per Branch ($MM) 47.0

Profitability Data (LTM)

Net Interest Margin (%) 4.85

Efficiency Ratio (%) 52.3

Return on Average Assets (%) 2.02

BXS

Texas Star Bank

Loan Production Office

Grand Bank of Texas (pending)

Transaction Summary

7

Merger Partner

Purchase Price(1)

Consideration

Deal Value Collar

Consideration Mix(1)

Minimum Equity

Requirement(2)

Management Retention

Van Alstyne Financial Corporation and bank subsidiary, Texas Star

Bank (collectively, “Texas Star Bank”)

$86.7 million

2,100,000 shares of BXS common stock and $20.5 million in cash

$80.0 million to $86.7 million

≈ 80% stock / 20% cash

$40.5 million after seller-incurred expenses

Randle Jones (North Texas President)

Anticipated Closing Second half of 2019

Required Approvals Customary regulatory approvals and Texas Star Bank shareholder

approval

(1) Represents maximum deal value since BancorpSouth’s closing price of $32.12 on March 4, 2019, would result

in deal value exceeding the upper end of the deal value collar.

(2) In the event Texas Star Bank’s equity capital at closing is less than $40.5 million after seller-incurred expenses,

then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

● Multiple Fortune 500 companies call Collin County home including:

● Dallas and the surrounding region’s vast infrastructure and central location benefits both citizens and businesses

located there. While businesses have easy access to both truck and rail shipping, as well as two major airports,

business travelers are able to reach every major city in the United States in no more than four hours.

8

Collin County Market Overview

● Collin County is the northern most county in the Dallas Metroplex and the sixth

largest county in Texas, with an estimated population of 970 thousand.

● Among U.S. counties with at least a half-million people, Collin County has

sustained the highest growth rate since the 2000 U.S. Census.

Source: U.S. Census Bureau, Bureau of Labor Statistics, www.collincountytx.gov

90M Median HH Income 509M Employed 50.9% Population with a Bachelor’s Degree

Locations

71 Full-Service Branches

5 Stand-Alone Mortgage Locations

4 Stand-Alone Insurance Locations

Pro Forma (State of Texas)

Loans Deposits

$3.9 B $3.5 B

9

Pro Forma Texas Franchise

● Additional branch locations in North Texas provide further

market share and offer opportunities for continued

expansion into rapidly growing areas.

● Pro forma deposit market share now stands at 26th in the

state of Texas.

Note: Pro forma loan and deposit totals include pending Grand Bank of Texas acquisition.

Source: FDIC Summary of Deposits (as of 6/30/18)

BXS

Texas Star Bank

Grand Bank of Texas (pending)

Transaction Assumptions and Valuation

Cost Savings

Mark-to-Market Adjustments

25% of noninterest expense

Estimated 1.5% mark on gross loans

Core Deposit IntangiblesEstimated 2.0% of all non-time accounts /

10 year amortization

10

Transaction Assumptions and Valuation

11

Aggregate Transaction Value(1)

Price / Tangible Book Value

Price / LTM Net Income

Core Deposit Premium

EPS Accretion

Initial TBV Dilution

TBV Earnback Period

Regulatory Capital Ratios

13%

1st Year of Combined Operations

Less than 1.0%

Under 3 Years

Remain Well Capitalized

Merger Multiples

Financial Impact

$187.0 million

1.89x

13.0x

(1) Based upon BancorpSouth’s closing price of $32.12 on March 4, 2019.

12

Deposit Market Share ($ in ‘000s)

(1) Deposit data includes pending acquisitions of Merchants Bank and Grand Bank of Texas.

Source: FDIC Summary of Deposits (as of 6/30/18)

Market

BXS Market

Share Rank

Total BXS

Deposits(1)

BXS Market

Share 2018

(%)

Summit Bank

& Texas Star

Bank

Pro Forma

Deposits

6/30/18

Pro Forma

Market

Share Rank

Pro Forma

Market

Share 2018

(%)

Mississippi 3 5,366,831 10.0% - 5,366,831 3 10.0%

Texas 28 3,173,286 0.4% 332,225 3,505,511 26 0.4%

Arkansas 8 1,698,642 2.5% - 1,698,642 8 2.6%

Louisiana 9 1,508,050 1.5% - 1,508,050 9 1.5%

Tennessee 18 1,291,788 0.8% - 1,291,788 18 0.8%

Alabama 15 1,116,242 1.1% - 1,116,242 15 1.1%

Missouri 87 273,509 0.2% - 273,509 87 0.2%

Florida 192 32,423 0.0% 370,778 403,201 79 0.1%

Total 14,460,771 703,003 15,163,774

– Pro forma loans of approximately $455 million in the area

– Additional full-service branch in McKinney, TX

▪ Low deposit costs - 38% non-interest bearing deposits ▪ Established deposit base due to the bank's historic

presence in the market

▪ Existing wealth management business already in place ▪ Strong net interest margin

▪ Enhancement of existing Florida Panhandle market

presence

▪ Retention of key members of executive management as well as front-line producers

▪ Opportunity to cross-sell insurance, mortgage, and wealth management business to current bank customers

– Addition of four branch locations providing an improved

branch platform that supports future growth and opportunity

– Improved platform for continued expansion in a dynamic,

high-growth market

▪ Further penetration into Dallas area market and

additional market share captured

Strategic Rationale

13

14

BancorpSouth’s common stock is listed on the New York Stock Exchange under

the symbol BXS. Additional information can be found at

www.bancorpsouth.com.* As a reminder, all of the Company’s Securities

Exchange Act filings are made with the Federal Deposit Insurance Corporation

and can be found at https://efr.fdic.gov/fcxweb/efr/index.html.

*Reference to BancorpSouth’s website does not constitute incorporation by reference of the information contained

on the website and is not, and should not, be deemed part of this presentation.

Investor Inquiries

Will Fisackerly

Director of Corporate Finance

BancorpSouth Bank

(662) 680-2475

will.fisackerly@bxs.com