##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 11-K
 FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _________________ to ________________.
 Commission file number : 001-12991
 A.
    
    Full title of the plan and the address of the plan, if different from that of the issuer named
below:
 BancorpSouth, Inc. 401(k) Profit-Sharing Plan
 B.
    
    Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
 BancorpSouth, Inc.
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804




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BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN




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##### 



BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN
 Table of Contents
  
 PageReport of Independent Registered Public Accounting Firm
    
    
    1Statements of Net Assets Available for Plan Benefits  December 31, 2010 and 2009
    
    
    2Statements of Changes in Net Assets Available for Plan Benefits  Years ended December 31, 2010 and 2009
    
    
    3Notes to Financial Statements
    
    
    4Supplemental Schedules:Schedule H, Line 4i  Schedule of Assets (Held at End of Year)  December 31, 2010
    
    
    11EX-23.1




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Report of Independent Registered Public Accounting Firm
 
     
 1




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BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN
   2010
    
    
    2009Investments, at fair value:Common stock of BancorpSouth, Inc.
    
    $
    106,414,910
    
    
    $
    140,607,038Mutual funds
    
    
    98,394,728
    
    
    
    79,076,661Common/collective trust fund
    
    
    44,318,159
    
    
    
    43,235,625249,127,797
    
    
    
    262,919,324Contributions receivable:Employer  salary deferral match
    
    
    301,967
    
    
    
    305,709Employer  profit-sharing
    
    
    1,342,647
    
    
    
    1,209,289Notes receivable from participants
    
    
    516,000
    
    
    
    472,257Accrued interest and dividends receivable
    
    
    1,668,152
    
    
    
    1,506,215Cash
    
    
    112,083
    
    
    
    6,451Net assets reflecting all investments at fair value
    
    
    253,068,646
    
    
    
    266,419,245Adjustment from fair value to contract value for interest in
common/collective trust fund relating to fully
benefit-responsive
investment contracts
    
    
    (1,466,814
    )
    
    
    (1,147,154
    )Net assets available for plan benefits
    
    $
    251,601,832
    
    
    $
    265,272,091
  2




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BANCORPSOUTH, INC. 401(k) PROFIT-SHARING PLAN
   2010
    
    
    2009Investment income (loss):Net appreciation (depreciation) in investments
    
    $
    (35,927,272
    )
    
    $
    15,048,130Interest and dividends
    
    
    8,800,740
    
    
    
    8,134,838Total investment income
    
    
    (27,126,532
    )
    
    
    23,182,968Interest income from notes receivable from participants
    
    
    25,536
    
    
    
    30,304Net investment and interest income
    
    
    (27,100,996
    )
    
    
    23,213,272Contributions:Employer  salary deferral match
    
    
    8,624,430
    
    
    
    8,393,938Employer  profit-sharing
    
    
    1,342,647
    
    
    
    1,209,289Employee  salary deferral
    
    
    13,393,924
    
    
    
    13,231,001Total contributions
    
    
    23,361,001
    
    
    
    22,834,228Benefits paid to participants
    
    
    (9,930,264
    )
    
    
    (8,938,867
    )Net increase (decrease)
    
    
    (13,670,259
    )
    
    
    37,108,632Net assets available for plan benefits:Beginning of year
    
    
    265,272,091
    
    
    
    228,163,458End of year
    
    $
    251,601,832
    
    
    $
    265,272,091
  3




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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   (1)
    
    Description of PlanThe following description of the BancorpSouth, Inc. 401(k) Profit-Sharing Plan, formerly known
as BancorpSouth, Inc. Amended and Restated Salary Deferral  Profit Sharing Employee Stock
Ownership Plan (the Plan), provides only general information. Participants should refer to the
Plan document for a complete description of the Plans provisions.
 (a)
    
    GeneralThe Plan was adopted by BancorpSouth, Inc. (the Company) effective January 1, 1984. It
is a defined contribution retirement plan with two componentsan employee stock
ownership component and a profit sharing component with a 401(k) feature. Employees who
have completed one year of service and attained the age of 18 are eligible to participate
in the Plan with regards to elective deferrals and employer matching contributions.
Employees who completed their first hour of service on or after January 1, 2006 and have
attained the age of 21 are eligible to participate in the employer profit-sharing
contributions. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).(b)
    
    ContributionsPlan participants contribute to the Plan by electing to defer between 1% and 25% of their
pretax annual compensation, in whole percentages, up to the maximum amount allowed by the
Internal Revenue Code ($16,500 in 2010 and 2009). The Company matches 100% of amounts
contributed by the participants to the Plan up to 5% of their annual compensation.
Beginning in 2006, the Company began making a profit-sharing contribution equaling 2% of
each eligible employees compensation. Only employees who are not eligible to
participate in the Companys defined benefit retirement plan are eligible for this
profit-sharing contribution. For all purposes, compensation is all amounts paid to
employees for services, but excluding extraordinary items such as moving expenses and
bonuses.Prior to January 1, 2007, the matching Company contribution was invested in common stock
of the Company (nonparticipant-directed), while participant and profit-sharing
contributions could be invested in common stock of the Company or in any of the other
investment options available under the Plan. The Plan provided that after age 55 and ten
years of service, a participant could, with some limitations, redirect the
nonparticipant-directed investments in Company common stock to any of the other
investment options. Effective January 1, 2007, all participants may redirect the
investment of funds invested in Company common stock and the prospective matching Company
contribution into any of the other investment options.(c)
    
    Investment ProgramsThe investment programs of the Plan as of December 31, 2010 were as follows: Federated
Capital Preservation Fund; American Funds Europacific Growth Fund R4; American Funds
Income Fund of America R4; DWS Dreman Small Cap Value Fund  A; Federated Kaufmann Fund
Class A; Federated Total Return Bond Fund IS; Fidelity Advisor Short Fixed Income  A;
Mutual Global Discovery Fund A; Nationwide Investor Destination Moderate Conservative
A; Neuberger Berman Genesis Fund A; Oppenheimer Global Fund A; Royce Value Plus
Service; T. Rowe Price Growth Stock Fund  Adv.; T. Rowe Price Mid-Cap Growth Fund  Adv.;
T. Rowe Price Retirement Income Fund  Adv.; T. Rowe Price Retirement 2010 Adv.; T.
Rowe Price Retirement 2020 Adv.; T. Rowe Price Retirement 2030 Adv.; T. Rowe Price
Retirement 2040 Adv.; T. Rowe Price Retirement 2050
  4




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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   Adv.; Vanguard 500 Index Signal;
Vanguard Mid Cap Index Fund Signal; Vanguard Selected Value Fund Inv; and Van Kampen
Growth & Income Fund A. The investment options also include common stock of the Company.(d)
    
    AdministrationThe Plan is administered by a committee appointed by the board of directors of the
Company (the plan administrator). The plan administrator is responsible for general
administration of the Plan and interpretation and execution of the Plans provisions.
BancorpSouth Bank is the Plan trustee.(e)
    
    Participants AccountsSeparate accounts are maintained for each participant. All amounts contributed by the
participant, together with earnings or losses thereon, are maintained in an employee
deferral account. Matching amounts contributed by the Company are maintained in a
separate employer contribution account, together with earnings or losses thereon.
Profit-sharing contributions contributed by the Company are maintained in a
profit-sharing account together with earnings or losses thereon.(f)
    
    Notes Receivable from ParticipantsParticipants may borrow from their employee deferral and employer contribution accounts a
minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever
is less. The loans are secured by the balance in the participants account and bear
interest at commercially reasonable rates as determined under the Plan. At December 31,
2010, interest rates on outstanding participant loans ranged from 4.25% to 9.25%.(g)
    
    VestingBoth the employee deferral and employer contribution accounts are 100% vested and
nonforfeitable at all times. The profit-sharing account is vested after three years of
service.(h)
    
    Payment of BenefitsUpon termination of service, death or permanent disability, a participant may elect to
receive either a lump-sum amount equal to the value of his or her account, or
proportionate monthly installments over a period not to exceed 15 years. For non-spouse
beneficiaries, the monthly benefits cannot be paid over a period longer than a
participants life expectancy or for more than five years following his or her death. For
distributions from a participants holdings of Company common stock, the participant may
elect to receive common stock of the Company or cash equal to the fair value of the
common stock that otherwise would have been distributed. In addition, a participant may
elect to receive a distribution of cash dividends that are paid on the Company common
stock allocated to the participants account in the Plan.(i)
    
    Plan TerminationAlthough the Company has not expressed any intent to do so, it has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan subject to
the provisions of ERISA.
  5




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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   (j)
    
    ExpensesAdministrative expenses of the Plan are paid directly or reimbursed to the Plan by the
Company, which is the Plan sponsor.(k)
    
    Forfeited AccountsAt December 31, 2010, forfeited non-vested accounts totaled $100,960. These accounts
will be used to reduce future employer contributions.
 (2)
    
    Summary of Significant Accounting Policies
 (a)
    
    Basis of PresentationThe financial statements of the Plan are prepared under the accrual method of accounting
with the exception of benefit payments, which are recorded when paid.Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)
Topic 946-210, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans, requires the Statement of Net
Assets Available for Plan Benefits present the fair value of the Plans investments as
well as the adjustment from fair value to contract value for any directly-held or
indirectly-held fully benefit-responsive investment contracts. The Statements of Changes
in Net Assets Available for Plan Benefits are prepared on a contract value basis for the
fully benefit-responsive investment contracts.(b)
    
    InvestmentsPurchases and sales of investments are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.Quoted market prices are used to value the investments in mutual funds and Company common
stock.The interest in the common/collective trust fund is presented at fair value on the
Statements of Net Assets Available for Plan Benefits, which is based upon its reported
net asset value. The fair value of the guaranteed investment contracts is determined by
discounting the expected cash flows based on current market interest rates of similar
instruments with comparable durations. The fair value of the synthetic guaranteed
investment contracts is determined by the fair value of the underlying assets. The
interest in the common/collective trust fund is also stated at contract value because its
underlying investments consist of guaranteed investment contracts that are fully
benefit-responsive, which is equal to the value of deposits plus interest accrued at the
contract rate, less withdrawals. As provided in relevant accounting pronouncements, an
investment contract is generally valued at contract value, rather than fair value, to the
extent it is fully benefit-responsive.(c)
    
    Notes Receivable from ParticipantsParticipant loans are recorded at amortized cost, which is equal to the unpaid principal
balance and any accrued interest.
  6




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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   (d)
    
    Payment of BenefitsBenefits are recorded when paid.(e)
    
    Income TaxesThe Plan is exempt from federal income taxes in accordance with the provisions of the
Internal Revenue Code of 1986, as amended (IRC), pursuant to a favorable determination
letter, dated February 20, 2009, from the Internal Revenue Service. The plan
administrator believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Accordingly, no provision has
been made for federal income taxes in the accompanying financial statements. Amounts
contributed by the Company are not taxed to the participant until a distribution from the
Plan is received.Accounting principles generally accepted in the United States of America require Plan
management to evaluate tax positions taken by the Plan and recognize a tax liability (or
asset) if the Plan has taken
an uncertain position that more likely than not would not be sustained upon examination
by the Internal Revenue Service. The Plan Administrator has confirmed that there are no
uncertain positions taken that would require recognition of a liability (or asset) or
disclosure in the financial statements.(f)
    
    Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of income
and expenses during the period. Actual results could differ from those estimates.(g)
    
    Adoption of New Accounting StandardIn January 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2010-06 which amends Accounting Standards Codification (ASC)
820, Fair Value Measurements and Disclosures, adding new disclosure requirements for
Levels 1 and 2, separate disclosures of purchases, sales, issuances and settlements
relating to Level 3 measurements and clarification of existing fair value disclosures.
The Plan prospectively adopted the new guidance in 2010. The adoption in 2010 did not
materially affect, and the future adoption is not expected to materially affect, the
Plans financial statements.In September 2010, the FASB issued guidance clarifying the classification and measurement
of participant loans by defined contribution pension plans. That guidance requires that
participant loans be classified as notes receivable from participants and measured at
their unpaid principal balance, plus any accrued but unpaid interest. The Plan has
adopted this new guidance in its December 31, 2010 financial statements and has reported
participant loans of $516,000 and $472,257 as of December 31, 2010 and
2009, respectively, as notes receivable from participants. Net assets of the Plan were
not affected by the adoption of this new guidance.
  7




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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   (3)
    
    InvestmentsThe following investments represent 5% or more of the Plans net assets available for plan
benefits:
 December 312010
    
    2009Common Stock of Bancorp South, Inc.
    
    $
    106,414,910
    
    
    $
    140,607,038Federated Capital Preservation Fund, at contract value
    
    
    42,851,345
    
    
    
    42,088,471Federated Total Return Bond Fund IS
    
    
    19,230,424
    
    
    
    17,321,803
 The Plans investments, including investments bought, sold and held during the year
appreciated (depreciated) in value during the years ended December 31, 2010 and 2009,
respectively, as follows:
 2010
    
    
    2009Net appreciation (depreciation) in investmentsMutual funds
    
    $
    6,605,185
    
    
    $
    13,448,810Common stock of Bancorp South, Inc.
    
    
    (42,532,457
    )
    
    
    1,599,320Net appreciation (depreciation) in investments
    
    $
    (35,927,272
    )
    
    $
    15,048,130
 Dividend income earned from the investment in Company common stock, a party-in-interest
and a related party, was $5,634,917 and $5,344,739 for the years ended December 31, 2010 and
2009, respectively.As of June 27, 2011 the fair value of the investments held by the Plan as of December
31, 2010 had declined approximately 10% including a 23% decline in the Companys common stock.(4)
    
    Fair Value MeasurementsFASB ASC Topic 820, Fair Value Measurements (ASC Topic 820), establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
following table sets forth by level, within the ASC Topic 820 fair value hierarchy, the Plans
investments at fair value as of December 31, 2010 and 2009:
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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   Investments at Fair Value as of December 31, 2010Level 1
    
    Level 2
    
    Level 3
    
    TotalMutual Funds:Asset Allocation
    
    $
    10,265,926
    
    
    
    
    
    
    
    
    
    
    $
    10,265,926Balanced
    
    
    7,605,292
    
    
    
    
    
    
    
    
    
    
    
    7,605,292Bond
    
    
    21,021,172
    
    
    
    
    
    
    
    
    
    
    
    21,021,172International
    
    
    10,121,314
    
    
    
    
    
    
    
    
    
    
    
    10,121,314Large Cap
    
    
    24,662,990
    
    
    
    
    
    
    
    
    
    
    
    24,662,990Mid Cap
    
    
    15,596,246
    
    
    
    
    
    
    
    
    
    
    
    15,596,246Small Cap
    
    
    9,121,788
    
    
    
    
    
    
    
    
    
    
    
    9,121,788Total Mutual funds
    
    
    98,394,728
    
    
    
    
    
    
    
    
    
    
    
    98,394,728Common stock of BancorpSouth, Inc.
    
    
    106,414,910
    
    
    
    
    
    
    
    
    
    
    
    106,414,910Common/collective trust fund
    
    
    
    
    
    $
    44,318,159
    
    
    
    
    
    
    
    44,318,159Total investments at fair value
    
    $
    204,809,638
    
    
    $
    44,318,159
    
    
    
    
    
    
    $
    249,127,797
 Investments at Fair Value as of December 31, 2009Level 1
    
    Level 2
    
    Level 3
    
    TotalMutual Funds:Asset Allocation
    
    $
    6,883,452
    
    
    
    
    
    
    
    
    
    
    $
    6,883,452Balanced
    
    
    6,643,110
    
    
    
    
    
    
    
    
    
    
    
    6,643,110Bond
    
    
    18,932,882
    
    
    
    
    
    
    
    
    
    
    
    18,932,882International
    
    
    8,280,317
    
    
    
    
    
    
    
    
    
    
    
    8,280,317Large Cap
    
    
    20,073,810
    
    
    
    
    
    
    
    
    
    
    
    20,073,810Mid Cap
    
    
    11,360,385
    
    
    
    
    
    
    
    
    
    
    
    11,360,385Small Cap
    
    
    6,902,705
    
    
    
    
    
    
    
    
    
    
    
    6,902,705Total Mutual funds
    
    
    79,076,661
    
    
    
    
    
    
    
    Common stock of BancorpSouth, Inc.
    
    
    140,607,038
    
    
    
    
    
    
    
    
    
    
    
    140,607,038Common/collective trust fund
    
    
    
    
    
    $
    43,235,625
    
    
    
    
    
    
    
    43,235,625Total investments at fair value
    
    $
    219,683,699
    
    
    $
    43,235,625
    
    
    
    
    
    
    $
    262,919,324
 Fair values are determined based on valuation techniques categorized as follows: Level 1
means the use of quoted prices for identical instruments in active markets; Level 2 means the
use of quoted prices for similar instruments in active markets or quoted prices for identical
or similar instruments in markets that are not active or are directly or indirectly
observable; and Level 3 means the use of unobservable inputs.See Note 2(b), Investments, for information regarding the methods used to determine the fair
value of the Plans investments. These methods may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair values. Furthermore,
while the plan administrator believes the Plans valuation methods are appropriate and
consistent with other market participants, the use of different methodologies or assumptions
to determine the fair value of certain financial instruments could result in a different fair
value measurement at the reporting date.
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BANCORPSOUTH, INC. 401(K) PROFIT-SHARING PLAN
   (5)
    
    Reconciliation Between Financial Statement Amounts and Form 5500The following is a reconciliation of net assets available for plan benefits per the financial
statements to the Form 5500 filed for 2009 and the Form 5500 expected to be filed for 2010:
 December 31,2010
    
    
    2009Net assets available for plan benefits per the
financial statements
    
    $
    251,601,832
    
    
    $
    265,272,091Amounts allocated to withdrawing participants
    
    
    (1,432,167
    )
    
    
    (56,629
    )Net assets available for plan benefits per Form 5500
    
    $
    250,169,665
    
    
    $
    265,215,462
 The following is a reconciliation of benefits paid to participants per the financial
statements to the Form 5500 filed for 2009 and the Form 5500 expected to be filed for 2010:
 2010
    
    
    2009Benefits paid to participants per the financial statements
    
    $
    9,930,264
    
    
    $
    8,938,867Add amounts allocated to withdrawing participants at
end of year
    
    
    1,432,167
    
    
    
    56,629Less amounts allocated to withdrawing participants at
beginning of year
    
    
    (56,629
    )
    
    
    (50,526
    )Benefits paid to participants per Form 5500
    
    $
    11,305,802
    
    
    $
    8,944,970
 (6)
    
    Risks and UncertaintiesThe Plan invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market and credit risks. Because of the level of risk
associated with certain investment securities, it is reasonably possible that changes in the
values of investment securities could occur in the near term and that such changes could
materially affect participants account balances and the amounts reported in the statements of
net assets available for plan benefits.
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BANCORPSOUTH, INC. AMENDED AND RESTATED
SALARY DEFERRAL 
PROFIT SHARING EMPLOYEE STOCK OWNERSHIP PLAN
   Par/number
    
    
    
    
    
    
    CurrentIssuer
    
    Description
    
    of shares
    
    
    Interest rate
    
    Maturity
    
    valueBancorpSouth, Inc.*
    
    Common stock
    
    
    6,671,781
    
    
    
    
    
    
    $
    106,414,910Federated Capital Preservation Fund
    
    Common/collective trust  stable value fund
    
    
    4,285,134
    
    
    
    
    
    
    
    42,851,345American Funds Europacific
Growth Fund R4
    
    Mutual fund
    
    
    157,018
    
    
    
    
    
    
    
    6,387,510American Funds Income Fund of
America R4
    
    Mutual fund
    
    
    202,068
    
    
    
    
    
    
    
    3,340,187DWS Dreman Small Cap Value Fund
 A
    
    Mutual fund
    
    
    90,542
    
    
    
    
    
    
    
    3,335,572Federated Total Return Bond
Fund IS
    
    Mutual fund
    
    
    1,724,702
    
    
    
    
    
    
    
    19,230,424Federated Kaufmann Fund Class A
    
    Mutual fund
    
    
    176,314
    
    
    
    
    
    
    
    967,963Fidelity Advisor Short Fixed
Income  A
    
    Mutual fund
    
    
    194,647
    
    
    
    
    
    
    
    1,790,749Mutual Global Discovery Fund A
    
    Mutual fund
    
    
    99,186
    
    
    
    
    
    
    
    2,895,243Nationwide Inv Destinations Mod
Con A
    
    Mutual fund
    
    
    427,365
    
    
    
    
    
    
    
    4,265,105Neuberger Berman Genesis Fund A
    
    Mutual fund
    
    
    29,236
    
    
    
    
    
    
    
    971,230Oppenheimer Global Fund A
    
    Mutual fund
    
    
    13,890
    
    
    
    
    
    
    
    838,560Royce Value Plus Service
    
    Mutual fund
    
    
    358,792
    
    
    
    
    
    
    
    4,814,986T. Rowe Price Growth Stock Fund
 Adv
    
    Mutual fund
    
    
    343,973
    
    
    
    
    
    
    
    10,972,729T. Rowe Price Mid-Cap Growth
Fund  Adv
    
    Mutual fund
    
    
    197,875
    
    
    
    
    
    
    
    11,371,865T. Rowe Price Retirement Income
Fund
    
    Mutual fund
    
    
    43,786
    
    
    
    
    
    
    
    574,469T. Rowe Price Retirement 2010
Adv
    
    Mutual fund
    
    
    152,395
    
    
    
    
    
    
    
    2,328,603T. Rowe Price Retirement 2020
Adv
    
    Mutual fund
    
    
    205,474
    
    
    
    
    
    
    
    3,359,499T. Rowe Price Retirement 2030
Adv
    
    Mutual fund
    
    
    120,431
    
    
    
    
    
    
    
    2,069,005T. Rowe Price Retirement 2040
Adv
    
    Mutual fund
    
    
    86,311
    
    
    
    
    
    
    
    1,494,051T. Rowe Price Retirement 2050
Adv
    
    Mutual fund
    
    
    45,345
    
    
    
    
    
    
    
    440,298Vanguard 500 Index Signal
    
    Mutual fund
    
    
    47,974
    
    
    
    
    
    
    
    4,590,147Vanguard Mid Cap Index Fund
Signal
    
    Mutual fund
    
    
    73,233
    
    
    
    
    
    
    
    2,130,355Vanguard Selected Value Fund Inv
    
    Mutual fund
    
    
    60,025
    
    
    
    
    
    
    
    1,126,063Van Kampen Growth & Income Fund
A
    
    Mutual fund
    
    
    473,471
    
    
    
    
    
    
    
    9,100,114Participant loans*
    
    Loans to participants
    
    
    
    
    
    4.25  9.25%
    
    January 31, 2011 December 28, 2015
    
    
    516,000$
    248,176,983
 
 *
    
    BancorpSouth, Inc. and participants in the Plan are parties-in-interest to the Plan.  11




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##### Table of Contents



SIGNATURES
 The Plan
 BancorpSouth, Inc. 401(k) Profit-Sharing PlanJune 27, 2011
    By:
    BancorpSouth, Inc.By:
    /s/ William L. MaloneWilliam L. Malone, First Vice President andTrust Officer 12




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##### Table of Contents



EXHIBIT INDEX
 23.1
    
    Consent of KPMG LLP, Independent Registered Public Accounting Firm
 13