BancorpSouth, Inc. Announces Earnings Per Diluted Share of $0.36 for the Third Quarter of 2004
PRNewswire-FirstCall
TUPELO, Miss.

BancorpSouth, Inc. today announced financial results for the third quarter and nine months ended September 30, 2004.

   Highlights of the Quarter:
   *  The third consecutive sequential-quarter increase in loans net of
      unearned discounts and the second consecutive comparable-quarter
      increase.

   *  The first sequential-quarter increase in loan interest revenue since
      the third quarter of 2002.

   *  Improved credit quality resulted in reduced provision for possible
      credit losses.

   *  The growth in insurance commissions, up 20.3 percent for the third
      quarter compared with the third quarter of 2003.

   *  The signing of definitive agreements to acquire Premier Bancorp, Inc.
      the holding company for Premier Bank of Brentwood, Tennessee, and
      Business Holding Corporation, the holding company for The Business
      Bank of Baton Rouge, Louisiana, which are expected to significantly
      expand BancorpSouth's presence in the growing Nashville and Baton
      Rouge markets.

Net income for the third quarter of 2004 was $27.6 million, or $0.36 per basic share and diluted share. Included in the results for the third quarter of 2004 is the net negative impact of $0.02 per diluted share from a $2.2 million non-cash charge for impairment of the Company's mortgage servicing asset related to a decline in mortgage interest rates and $146,000 in net securities gains. Net income for the third quarter of 2003 was $33.9 million, or $0.43 per basic and diluted share. Included in the results for the third quarter of 2003 is the net positive impact of $0.05 per diluted share from a $5.8 million reversal of previously recorded impairment charges against the Company's mortgage servicing asset and $60,000 in net securities gains.

For the first nine months of 2004, net income was $86.0 million, or $1.12 and $1.11 per basic and diluted share, respectively. Included in the results for the first nine months of 2004 is the net positive impact of $0.05 per diluted share from a $4.8 million reversal of previously recorded impairment charges against the Company's mortgage servicing asset and $822,000 in net securities gains. Net income for the first nine months of 2003 was $102.3 million, or $1.32 and $1.31 per basic and diluted share, respectively. Included in the results for the first nine months of 2003 is the net positive impact of $0.12 per diluted share from a $1.9 million reversal of previously recorded impairment charges against the Company's mortgage servicing asset and $13.8 million in net securities gains.

"We are pleased to have achieved continued expansion of our loan portfolio for the third quarter of 2004 and to have reversed the steady decline in loan interest revenue that has affected our results for the past two years," said Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. "While we are encouraged by these trends and by the strengthening economic activity that underlies them, we continue to face the challenge of short-term liability sensitivity in a rising interest rate environment.

"We are also encouraged by the further growth in insurance commissions, reflecting our two insurance agency acquisitions in 2003, which offset much of the impact of the anticipated decline in mortgage originations from the levels produced by historically low interest rates last year. These acquisitions illustrate the continuing potential of both our strategy to lower our dependence on interest-rate spreads by increasing our noninterest revenue and our ability to complement our organic growth through strategic acquisitions.

"In the third quarter, we again acted decisively to seize strategic opportunities through signing definitive agreements to acquire Premier Bank of Brentwood and The Business Bank of Baton Rouge. The acquisition of Premier Bank of Brentwood will significantly expand our presence in the rapidly growing suburban-Nashville market. The acquisition of The Business Bank of Baton Rouge will provide our initial banking assets in the dynamic Baton Rouge metropolitan market and enable us to leverage the significant market presence we created through last year's acquisition of Louisiana's oldest and largest insurance company, Wright and Percy Insurance, which is headquartered in Baton Rouge."

Net Interest Revenue

Interest revenue for the third quarter of 2004 was $124.5 million, a 4.1 percent decrease from $129.8 million for the third quarter of 2003 and an increase of 0.7 percent from $123.7 million for the second quarter of 2004. Interest expense for the third quarter of 2004 was $41.5 million, a 1.1 percent decrease from $42.0 million for the third quarter of 2003 and an increase of 3.9 percent from $40.0 million for the second quarter of 2004.

The average taxable equivalent yield on earning assets was 5.17 percent for the third quarter of 2004, a decline from 5.52 percent for the third quarter of 2003 and an increase from 5.15 percent for the second quarter of 2004. The average rate paid on interest bearing liabilities was 1.99 percent for the third quarter of 2004, down from 2.07 percent for the third quarter of 2003 and up from 1.93 percent for the second quarter of 2004.

Net interest revenue was $83.0 million for the third quarter of 2004, a decrease of 5.5 percent from $87.8 million for the third quarter of 2003 and a decrease of 0.9 percent from $83.7 million for the second quarter of 2004. Net interest margin declined to 3.48 percent for the third quarter of 2004 from 3.76 percent for the third quarter of 2003 and from 3.52 percent for the second quarter of 2004.

Patterson remarked, "As expected, net interest revenue and the pressure on net interest margin for the quarter reflected the impact of our short-term liability sensitivity in a rising interest rate environment. In spite of the compression in net interest margin for the quarter, the increase in interest rates away from their low absolute level during the first half of the year enhances our ability to manage our assets and liabilities to limit our exposure to changing interest rates. The conservative posture in the average maturity of our investment assets will provide an opportunity to reduce pressure on net interest margin should loan demand continue to increase. This opportunity will reduce our appetite for higher priced deposits, thereby positively impacting net interest margin."

Deposit and Loan Activity

Total assets increased 4.1 percent to $10.6 billion at September 30, 2004, from $10.2 billion at September 30, 2003. Total deposits rose 5.0 percent to $8.8 billion at September 30, 2004, from $8.4 billion at September 30, 2003. Loans, net of unearned discount, increased 4.2 percent to $6.5 billion at September 30, 2004, from $6.3 billion at September 30, 2003.

"The solid growth in loans and deposits for the third quarter provides additional evidence that the economy is strengthening in our markets," said Patterson. "We added over $90 million in loans during the latest quarter alone. We are also pleased with the continued growth in low-cost demand deposits, up 8.6% at the end of the third quarter of 2004 from the end of the third quarter last year, which indicated an increased share of the household market. In contrast, total time deposits only increased 3.0% on a comparable- quarter basis as a result of our ongoing actions to reduce our interest-rate exposure."

Provision for Credit Losses and Allowance for Credit Losses

The provision for credit losses decreased 24.3 percent to $3.5 million for the third quarter of 2004 from $4.7 million for the third quarter of 2003 and decreased 27.0 percent from $4.8 million for the second quarter of 2004. Annualized net charge-offs were 0.25 percent of average loans for the third quarter of 2004, down from 0.34 percent for third quarter of 2003 and 0.36 percent for the second quarter of 2004.

Non-performing loans decreased 20.8 percent to $36.7 million, or 0.56 percent of loans, at September 30, 2004, from $46.3 million, or 0.74 percent of loans, at September 30, 2003, and decreased 1.2 percent from $37.1 million, or 0.58 percent of loans, at June 30, 2004. The allowance for credit losses was 1.38 percent of loans at September 30, 2004, compared with 1.45 percent of loans at September 30, 2003 and 1.41 percent of loans at June 30, 2004.

Patterson continued, "We significantly reduced our third-quarter provision for credit losses on a sequential-quarter basis and for the third consecutive comparable-quarter because of further improvement in our credit quality. For the third quarter, this improvement included a substantial reduction in annualized net charge-offs and non-performing loans. As a result, our reserve coverage of non-performing loans improved to 2.5 at September 30, 2004, from 2.0 and 2.4 at the end of the third quarter of 2003 and the second quarter of 2004, respectively, in spite of the lower allowance for credit losses as a percent of loans."

Noninterest Revenue

Noninterest revenue was $42.3 million for the third quarter of 2004, a 15.0 percent decrease from $49.8 million for the third quarter of 2003 and a 17.7 percent decrease from $51.4 million for the second quarter of 2004. As discussed above, these results reflect the impact of the $2.2 million non-cash charge for impairment of the Company's mortgage servicing asset for the third quarter of 2004 compared with the reversal of previously recorded impairment charges against the Company's mortgage servicing asset of $5.8 million and $9.4 million for the third quarter of 2003 and the second quarter of 2004, respectively. In addition, mortgage lending results for the latest quarter reflected the anticipated decline in mortgage originations to $128.6 million from $360.1 million for the third quarter of 2003.

Insurance commissions rose 20.3 percent to $14.4 million for the third quarter of 2004 from $11.9 million for the third quarter of 2003, primarily driven by the acquisition of Wright & Percy Insurance, Baton Rouge, Louisiana, in the second quarter of 2003 and the acquisition of Ramsey, Krug, Farrell & Lensing Insurance, Little Rock, Arkansas, in the third quarter of 2003.

"Demonstrating our commitment to diversifying our revenue streams, our third-quarter noninterest revenue equaled more than half of our net interest revenue, even with the impairment charge to our mortgage servicing asset. We are confident of continuing opportunities to increase noninterest revenue as we expand these products and services within our existing markets and enter new markets, through both organic growth and acquisition. Through the ongoing successful implementation of our noninterest revenue strategy, we expect to achieve both further reductions in our interest-rate spread dependence and stronger customer relationships as we serve more of our customers' financial needs."

Noninterest Expense

Noninterest expense was $85.0 million for the third quarter of 2004, a 2.9 percent increase from $82.6 million for the third quarter of 2003 and a 1.1 percent increase from $84.0 million for the second quarter of 2004. The increases primarily reflected salaries, employee benefits and other expenses related to the growth in insurance commissions, as well as to the acquisition of Ramsey, Krug, Farrell & Lensing Insurance in the third quarter of 2003.

Capital Management

BancorpSouth repurchased 374,400 shares of its common stock during the third quarter of 2004 under a stock repurchase plan authorized in April 2003 for the repurchase of up to 3.9 million shares. A total of 2,005,108 shares had been purchased under this plan at the end of the third quarter of 2004. Combined with the 8.3 million shares repurchased under earlier plans, BancorpSouth had repurchased approximately 10.3 million shares of its common stock as of September 30, 2004, or 12.3 percent of its outstanding shares at March 5, 2001, when the first of these plans was authorized. BancorpSouth will continue to evaluate additional share repurchases under the April 2003 plan, which authorizes these repurchases during a two-year period.

Summary

Patterson concluded, "Although our third-quarter results were clearly affected by the constriction in our net interest margin, we believe the strengthening economy and the initial movements toward more sustainable levels of interest rates are beginning to create a foundation for future profitable growth. We expect our net interest margin will continue to pose a challenge for the immediate future. However, we are also confident that through our strong competitive position in our six-state franchise, proven organic growth and acquisition strategies, high credit quality and conservative capitalization, we are positioned to produce long-term growth consistent with our historical results."

Conference Call

BancorpSouth will conduct a conference call with analysts at 1:30 p.m. (Central Time) on October 19, 2004. 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, those relating to interest rates, loan demand, loan and deposit growth insurance commissions, demand deposits, allowance for credit losses, net interest margin, customer relationships, credit quality, noninterest revenue, expansion of products and services, proposed acquisitions of Premier Bancorp and Business Holding Corporation, expansion of markets and entry into new markets through growth and acquisitions, common stock repurchase plan, competitive position, long- term growth prospects and BancorpSouth's future growth and profitability.

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 due to a variety of factors. These factors include, but are not limited to, changes in economic conditions and government fiscal and monetary policies, fluctuations in prevailing interest rates, the ability of BancorpSouth to maintain credit quality, the ability of BancorpSouth to effectively integrate acquisitions, the ability of BancorpSouth to manage its assets and liabilities to limit exposure to changing interest rates, changes in laws and regulations affecting financial institutions in general, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, 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, geographic concentration of BancorpSouth's assets, availability of and costs associated with obtaining adequate and timely sources of liquidity, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to repurchase its common stock on favorable terms, the ability of BancorpSouth to identify potential acquisitions, 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 approximately $10.6 billion in assets. BancorpSouth operates approximately 250 commercial banking, insurance, trust and broker/dealer locations in Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas.

  BancorpSouth, Inc.
  Selected Financial Data
                               Three Months Ended        Nine Months Ended
                                  September 30,             September 30,
                                2004         2003         2004         2003
  (Dollars in thousands,
   except per share
   amounts)
  Earnings Summary:
  Net interest revenue       $82,958      $87,808     $250,124     $265,021
  Provision for credit
   losses                      3,530        4,664       12,381       17,658
  Noninterest revenue         42,327       49,820      139,784      142,012
  Noninterest expense         84,980       82,551      255,016      237,767
  Income before income
   taxes                      36,775       50,413      122,511      151,608
  Income tax provision         9,187       16,539       36,484       49,345
  Net income                 $27,588      $33,874      $86,027     $102,263
  Earning per share:
   Basic                       $0.36        $0.43        $1.12        $1.32
  Diluted:                     $0.36        $0.43        $1.11        $1.31

  Balance sheet data at
   September 30:
  Total assets                                     $10,608,150  $10,185,547
  Total earning assets                               9,767,438    9,440,660
  Loans and lease
   receivables, net of
   unearned discount                                 6,512,969    6,251,791
  Allowance for credit
   losses                                               90,100       90,505
  Total deposits                                     8,843,239    8,424,422
  Common shareholders'
   equity                                              875,142      854,441
  Book value per share                                   11.44        10.96


  Average balance sheet
   data:
  Total assets           $10,582,191  $10,254,503  $10,550,174  $10,244,623
  Total earning assets     9,751,609    9,509,599    9,752,694    9,532,390
  Loans and lease
   receivables, net of
   unearned discount       6,460,163    6,271,633    6,340,868    6,302,564
  Total deposits           8,825,726    8,450,937    8,804,805    8,545,959
  Common shareholders'
   equity                    859,514      874,626      871,192      841,207

  Non-performing assets
   at September 30:
  Non-accrual loans                                    $13,843      $18,655
  Loans 90+ days past
   due                                                  20,675       25,773
  Restructured loans                                     2,164        1,870
  Other real estate
   owned                                                19,413       14,049

  Net charge-offs as a
   percentage of average
   loans (annualized)          0.25%        0.34%        0.30%        0.32%

  Performance ratios
   (annualized)
  Return on average
   assets                      1.04%        1.31%        1.09%        1.33%
  Return on common
   equity                     12.77%       15.37%       13.19%       16.25%

  Net interest margin          3.48%        3.76%        3.52%        3.83%

  Average shares
   outstanding - diluted  76,978,834   78,415,306   77,515,403   78,095,332


                              BancorpSouth, Inc.
                     Consolidated Statement of Condition
                                 (Unaudited)

                                                September 30,          %
                                             2004         2003       Change
                                                (In thousands)
  Assets
  Cash and due from banks                   $304,389     $302,520     0.62%
  Interest bearing deposits
   with other banks                           35,090       19,157    83.17%
  Held-to-maturity securities,
   at amortized cost                       1,384,061      990,112    39.79%
  Available-for-sale securities,
   at fair market value                    1,758,945    1,997,318   (11.93%)
  Federal funds sold and securities
   purchased under agreement to resell         7,180      139,872   (94.87%)
  Loans                                    6,543,720    6,287,265     4.08%
    Less:  Unearned discount                 (30,751)     (35,474)  (13.31%)
           Allowance for credit losses       (90,100)     (90,505)   (0.45%)
  Net loans                                6,422,869    6,161,286     4.25%
  Loans held for sale                         69,194       42,412    63.15%
  Premises and equipment, net                224,685      212,282     5.84%
  Accrued interest receivable                 67,849       72,721    (6.70%)
  Goodwill                                    64,164       55,906    14.77%
  Other assets                               269,724      191,961    40.51%
      Total Assets                       $10,608,150  $10,185,547     4.15%
  Liabilities
  Deposits:
    Demand:  Noninterest bearing          $1,343,698   $1,246,955     7.76%
             Interest bearing              2,653,386    2,434,498     8.99%
    Savings                                  772,159      786,080    (1.77%)
    Other time                             4,073,996    3,956,889     2.96%
  Total deposits                           8,843,239    8,424,422     4.97%
  Federal funds purchased and securities
   sold under agreement to repurchase        496,647      517,420    (4.01%)
  Accrued interest payable                    19,330       20,371    (5.11%)
  Junior Subordinated Debt Securities        128,866      125,000     3.09%
  Long-term debt                             137,500      138,820    (0.95%)
  Other liabilities                          107,426      105,073     2.24%
  Total Liabilities                        9,733,008    9,331,106     4.31%
  Shareholders' Equity
  Common stock                               191,278      194,900    (1.86%)
  Capital surplus                             45,440       40,770    11.45%
  Other comprehensive income                   6,724       15,419   (56.39%)
  Retained earnings                          631,700      603,352     4.70%
  Total Shareholders' Equity                 875,142      854,441     2.42%
  Total Liabilities &
   Shareholders' Equity                  $10,608,150  $10,185,547     4.15%


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

                                                   Quarter Ended
                                           Sep 2004    Jun 2004    Mar 2004
  INTEREST REVENUE:
  Loans                                     $93,759     $91,358     $92,250
  Deposits with other banks                     102         288         128
  Federal funds sold and securities
   purchased under agreement to resell          111         115         697
  Held-to-maturity securities:
      Taxable                                12,020      12,791      10,112
      Tax-exempt                              1,693       1,694       1,796
  Available-for-sale securities:
      Taxable                                14,691      15,309      15,688
      Tax-exempt                              1,613       1,650       1,759
  Loans held for sale                           517         478         756
          Total interest revenue            124,506     123,683     123,186

  INTEREST EXPENSE:
  Deposits                                   35,198      33,915      33,918
  Fed funds purchased and securities
   sold under agreement to repurchase         1,336       1,101       1,063
  Other                                       5,014       4,983       4,723
          Total interest expense             41,548      39,999      39,704

          Net interest revenue               82,958      83,684      83,482
    Provision for credit losses               3,530       4,835       4,015
          Net interest revenue, after
           provision for credit losses       79,428      78,849      79,467

  NONINTEREST REVENUE:
  Mortgage lending                             (672)     11,365      (1,141)
  Service charges                            15,965      16,057      14,318
  Life insurance premiums                       397         478         562
  Trust income                                2,059       1,842       1,686
  Security gains, net                           146          59         618
  Insurance commissions                      14,366      13,232      14,458
  Other                                      10,066       8,383      15,539
          Total noninterest revenue          42,327      51,416      46,040

  NONINTEREST EXPENSES:
  Salaries and employee benefits             49,176      48,628      50,036
  Occupancy, net of rental income             6,264       6,084       5,956
  Equipment                                   5,390       5,636       5,460
  Telecommunications                          1,667       1,825       1,838
  Other                                      22,483      21,858      22,716
          Total noninterest expenses         84,980      84,031      86,006
          Income before income taxes         36,775      46,234      39,501
  Income tax expense                          9,187      14,961      12,336
          Net income                        $27,588     $31,273     $27,165

  Net income per share: Basic                 $0.36       $0.41       $0.35
                        Diluted               $0.36       $0.40       $0.35

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


                                                Dec 2003          Sep 2003
  INTEREST REVENUE:
  Loans                                          $94,822           $98,292
  Deposits with other banks                           96                67
  Federal funds sold and securities
   purchased under agreement to resell               772             1,295
  Held-to-maturity securities:
      Taxable                                      9,831            10,258
      Tax-exempt                                   1,860             1,941
  Available-for-sale securities:
      Taxable                                     16,108            15,160
      Tax-exempt                                   1,878             1,903
  Loans held for sale                                856               896
          Total interest revenue                 126,223           129,812

  INTEREST EXPENSE:
  Deposits                                        33,929            35,260
  Fed funds purchased and securities
   sold under agreement to repurchase              1,551             2,018
  Other                                            4,658             4,726
          Total interest expense                  40,138            42,004

          Net interest revenue                    86,085            87,808
    Provision for credit losses                    7,472             4,664
          Net interest revenue, after
           provision for credit losses            78,613            83,144

  NONINTEREST REVENUE:
  Mortgage lending                                 6,441            10,323
  Service charges                                 15,882            16,131
  Life insurance premiums                            657               760
  Trust income                                     2,138             1,905
  Security gains, net                                 40                60
  Insurance commissions                           13,101            11,946
  Other                                            9,815             8,695
          Total noninterest revenue               48,074            49,820

  NONINTEREST EXPENSES:
  Salaries and employee benefits                  47,633            46,449
  Occupancy, net of rental income                  5,853             5,932
  Equipment                                        5,569             6,063
  Telecommunications                               1,874             1,915
  Other                                           23,898            22,192
          Total noninterest expenses              84,827            82,551
          Income before income taxes              41,860            50,413
  Income tax expense                              12,990            16,539
          Net income                             $28,870           $33,874

  Net income per share: Basic                      $0.37             $0.43
                        Diluted                    $0.37             $0.43

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

                                                       Year To Date
                                                Sep 2004          Sep 2003
  INTEREST REVENUE:
  Loans                                         $277,367          $305,207
  Deposits with other banks                          518               251
  Federal funds sold and securities
   purchased under agreement to resell               922             5,816
  Held-to-maturity securities:
      Taxable                                     34,922            36,489
      Tax-exempt                                   5,183             6,236
  Available-for-sale securities:
      Taxable                                     45,688            38,319
      Tax-exempt                                   5,022             5,992
  Loans held for sale                              1,752             2,378
          Total interest revenue                 371,374           400,688

  INTEREST EXPENSE:
  Deposits                                       103,031           115,093
  Fed funds purchased and securities
   sold under agreement to repurchase              3,499             6,563
  Other                                           14,720            14,011
          Total interest expense                 121,250           135,667

          Net interest revenue                   250,124           265,021
    Provision for credit losses                   12,381            17,658
          Net interest revenue, after
           provision for credit losses           237,743           247,363

  NONINTEREST REVENUE:
  Mortgage lending                                 9,552            16,811
  Service charges                                 46,340            46,017
  Life insurance premiums                          1,437             2,598
  Trust income                                     5,587             5,075
  Security gains, net                                822            13,796
  Insurance commissions                           42,056            26,647
  Other                                           33,990            31,068
          Total noninterest revenue              139,784           142,012

  NONINTEREST EXPENSES:
  Salaries and employee benefits                 147,840           134,177
  Occupancy, net of rental income                 18,303            17,120
  Equipment                                       16,486            17,842
  Telecommunications                               5,330             5,603
  Other                                           67,057            63,025
          Total noninterest expenses             255,016           237,767
          Income before income taxes             122,511           151,608
  Income tax expense                              36,484            49,345
          Net income                             $86,027          $102,263

  Net income per share: Basic                      $1.12             $1.32
                        Diluted                    $1.11             $1.31


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                  (Unaudited)
                                                  Quarter Ended
                                                September 30, 2004
                                             Average                 Yield/
     (Taxable equivalent basis)              Balance     Interest     Rate
     ASSETS
     Loans net of unearned income          $6,509,800    $94,804     5.79%
     Held-to-maturity securities:
       Taxable                              1,301,470     12,020     3.67%
       Tax-exempt                             144,936      2,604     7.15%
     Available-for-sale securities:
       Taxable                              1,616,975     14,691     3.61%
       Tax-exempt                             145,919      2,482     6.77%
     Short-term investments                    32,509        213     2.61%
       Total interest earning
         assets and revenue                 9,751,609    126,814     5.17%
     Other assets                             921,768
     Less:  Allowance for credit losses       (91,186)
         Total                            $10,582,191

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,661,627     $6,171     0.92%
       Savings                                780,567      1,479     0.75%
       Other time                           4,078,551     27,549     2.69%
     Short-term borrowings                    524,659      1,670     1.27%
     Junior subordinated debt                 128,866      2,626     8.11%
     Long-term debt                           137,614      2,054     5.94%
       Total interest bearing
         liabilities and expense            8,311,884     41,548     1.99%
     Demand deposits -
       noninterest bearing                  1,304,983
     Other liabilities                        105,810
       Total liabilities                    9,722,677
     Shareholders' equity                     859,514
       Total                              $10,582,191
     Net interest revenue                                $85,266
     Net interest margin                                             3.48%
     Net interest rate spread                                        3.18%
     Interest bearing liabilities to
        interest earning assets                                     85.24%

     Net interest tax equivalent
      adjustment                                          $2,308


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                  (Unaudited)
                                                  Quarter Ended
                                                September 30, 2003
                                           Average                 Yield/
     (Taxable equivalent basis)            Balance     Interest     Rate
     ASSETS
     Loans net of unearned income          $6,344,679    $99,535     6.22%
     Held-to-maturity securities:
       Taxable                                928,655     10,258     4.38%
       Tax-exempt                             159,698      2,987     7.42%
     Available-for-sale securities:
       Taxable                              1,738,380     15,160     3.46%
       Tax-exempt                             184,639      2,928     6.29%
     Short-term investments                   153,548      1,362     3.52%
       Total interest earning
         assets and revenue                 9,509,599    132,230     5.52%
     Other assets                             836,643
     Less:  Allowance for credit losses       (91,739)
         Total                            $10,254,503

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,462,312     $5,220     0.84%
       Savings                                791,963      1,431     0.72%
       Other time                           3,982,951     28,608     2.85%
     Short-term borrowings                    533,933      2,123     1.58%
     Junior subordinated debt                 125,000      2,547     8.15%
     Long-term debt                           138,929      2,075     5.93%
       Total interest bearing
         liabilities and expense            8,035,088     42,004     2.07%
     Demand deposits -
       noninterest bearing                  1,213,711
     Other liabilities                        131,078
       Total liabilities                    9,379,877
     Shareholders' equity                     874,626
       Total                              $10,254,503
     Net interest revenue                                $90,226
     Net interest margin                                             3.76%
     Net interest rate spread                                        3.44%
     Interest bearing liabilities to
        interest earning assets                                     84.49%

     Net interest tax equivalent
      adjustment                                          $2,418


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                   (Unaudited)
                                                    Year To Date
                                                 September 30, 2004
                                            Average                  Yield/
     (Taxable equivalent basis)             Balance      Interest     Rate
     ASSETS
     Loans net of unearned income          $6,400,120    $280,687     5.86%
     Held-to-maturity securities:
       Taxable                              1,214,775      34,923     3.84%
       Tax-exempt                             147,506       7,972     7.22%
     Available-for-sale securities:
       Taxable                              1,692,356      45,684     3.61%
       Tax-exempt                             154,596       7,726     6.68%
     Short-term investments                   143,341       1,441     1.34%
       Total interest earning
         assets and revenue                 9,752,694     378,433     5.18%
     Other assets                             889,244
     Less:  Allowance for credit losses       (91,764)
         Total                            $10,550,174

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,677,259     $17,629     0.88%
       Savings                                784,894       4,194     0.71%
       Other time                           4,067,648      81,208     2.67%
     Short-term borrowings                    489,379       4,167     1.14%
     Junior subordinated debt                 128,866       7,877     8.16%
     Long-term debt                           137,949       6,175     5.98%
       Total interest bearing
         liabilities and expense            8,285,995     121,250     1.95%
     Demand deposits -
       noninterest bearing                  1,275,004
     Other liabilities                        117,983
       Total liabilities                    9,678,982
     Shareholders' equity                     871,192
       Total                              $10,550,174
     Net interest revenue                                $257,183
     Net interest margin                                              3.52%
     Net interest rate spread                                         3.23%
     Interest bearing liabilities to
        interest earning assets                                      84.96%

     Net interest tax equivalent
      adjustment                                           $7,059


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                   (Unaudited)
                                                   Year To Date
                                                September 30, 2003
                                             Average                  Yield/
     (Taxable equivalent basis)              Balance      Interest     Rate
     ASSETS
     Loans net of unearned income          $6,365,923    $308,716     6.48%
     Held-to-maturity securities:
       Taxable                              1,212,104      36,488     4.02%
       Tax-exempt                             168,234       9,594     7.62%
     Available-for-sale securities:
       Taxable                              1,276,990      38,318     4.01%
       Tax-exempt                             193,580       9,219     6.37%
     Short-term investments                   315,559       6,067     2.57%
       Total interest earning
         assets and revenue                 9,532,390     408,402     5.73%
     Other assets                             802,732
     Less:  Allowance for credit losses       (90,499)
         Total                            $10,244,623

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,478,536     $19,018     1.03%
       Savings                                804,946       5,669     0.94%
       Other time                           4,098,528      90,406     2.95%
     Short-term borrowings                    476,410       6,698     1.88%
     Junior subordinated debt                 125,000       7,641     8.15%
     Long-term debt                           139,241       6,236     5.99%
       Total interest bearing
         liabilities and expense            8,122,661     135,668     2.23%
     Demand deposits -
       noninterest bearing                  1,163,949
     Other liabilities                        116,806
       Total liabilities                    9,403,416
     Shareholders' equity                     841,207
       Total                              $10,244,623
     Net interest revenue                                $272,734
     Net interest margin                                              3.83%
     Net interest rate spread                                         3.50%
     Interest bearing liabilities to
        interest earning assets                                      85.21%

     Net interest tax equivalent
      adjustment                                           $7,713

SOURCE: BancorpSouth, Inc.

CONTACT: L. Nash Allen, Jr., Treasurer and Chief Financial Officer,
+1-662-680-2330, or Gary C. Bonds, Senior Vice President and Controller,
+1-662-680-2332, both of BancorpSouth, Inc.