##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-12991
 BANCORPSOUTH, INC.
  Mississippi
    
    64-0659571(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)One Mississippi Plaza, 201 South Spring StreetTupelo, Mississippi
    
    38804(Address of principal executive offices)
    
    (Zip Code)
 (662) 680-2000
 NOT APPLICABLE
  þ o
 o o
  Large accelerated filer þAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



BANCORPSOUTH, INC.
TABLE OF CONTENTS
 PagePART I. Financial Information PageITEM 1.
    
    Financial StatementsConsolidated Balance Sheets September 30, 2009 (Unaudited) and December 31, 2008
    
    
    3Consolidated Statements of Income (Unaudited) Three Months and Nine Months Ended September 30, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23ITEM 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    43ITEM 4.
    
    Controls and Procedures
    
    
    43PART II. Other InformationITEM 1A.
    
    Risk Factors
    
    
    43ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    43ITEM 6.
    
    Exhibits
    
    
    44EX-31.1EX-31.2EX-32.1EX-32.2
 FORWARD-LOOKING STATEMENTS
   2




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##### Table of Contents



PART I.  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 
 
 September 30,
    
    
    December 31,
    
    
    September 30,2009
    
    
    2008
    
    
    2008(Unaudited)
    
    
    (1)
    
    
    (Unaudited)(Dollars in thousands, except per share amounts)ASSETSCash and due from banks
    
    $
    189,103
    
    
    $
    291,055
    
    
    $
    246,687Interest bearing deposits with other banks
    
    
    43,067
    
    
    
    13,542
    
    
    
    15,730Held-to-maturity securities, at amortized cost
    
    
    1,180,716
    
    
    
    1,333,521
    
    
    
    1,350,396Available-for-sale securities, at fair value
    
    
    958,158
    
    
    
    982,859
    
    
    
    919,468Federal funds sold and securities
purchased under agreement to resell
    
    
    75,000
    
    
    
    
    
    
    
    Loans and leases
    
    
    9,803,235
    
    
    
    9,740,867
    
    
    
    9,641,497Less: Unearned income
    
    
    45,291
    
    
    
    49,590
    
    
    
    49,085Allowance for credit losses
    
    
    144,791
    
    
    
    132,793
    
    
    
    129,147Net loans
    
    
    9,613,153
    
    
    
    9,558,484
    
    
    
    9,463,265Loans held for sale
    
    
    80,053
    
    
    
    189,242
    
    
    
    195,830Premises and equipment, net
    
    
    346,931
    
    
    
    351,204
    
    
    
    345,235Accrued interest receivable
    
    
    74,589
    
    
    
    79,183
    
    
    
    85,968Goodwill
    
    
    270,097
    
    
    
    268,966
    
    
    
    271,017Other assets
    
    
    441,006
    
    
    
    412,162
    
    
    
    407,132TOTAL ASSETS
    
    $
    13,271,873
    
    
    $
    13,480,218
    
    
    $
    13,300,728LIABILITIESDeposits:Demand: Noninterest bearing
    
    $
    1,769,432
    
    
    $
    1,735,130
    
    
    $
    1,694,303Interest bearing
    
    
    4,055,395
    
    
    
    3,904,307
    
    
    
    3,771,265Savings
    
    
    712,446
    
    
    
    678,326
    
    
    
    693,034Other time
    
    
    3,759,761
    
    
    
    3,394,109
    
    
    
    3,526,198Total deposits
    
    
    10,297,034
    
    
    
    9,711,872
    
    
    
    9,684,800Federal
funds purchased and securities sold under agreement to repurchase
    
    
    816,374
    
    
    
    1,205,366
    
    
    
    1,079,088Short-term
Federal Home Loan Bank and other short-term borrowings
    
    
    200,000
    
    
    
    691,510
    
    
    
    625,000Accrued interest payable
    
    
    24,243
    
    
    
    20,755
    
    
    
    24,846Junior subordinated debt securities
    
    
    160,312
    
    
    
    160,312
    
    
    
    160,312Long-term Federal Home Loan Bank borrowings
    
    
    286,281
    
    
    
    286,312
    
    
    
    288,861Other liabilities
    
    
    201,411
    
    
    
    163,831
    
    
    
    195,102TOTAL LIABILITIES
    
    
    11,985,655
    
    
    
    12,239,958
    
    
    
    12,058,009SHAREHOLDERS EQUITYCommon stock, $2.50 par value per share
Authorized  500,000,000 shares; Issued  83,446,000,
83,105,100 and 83,085,619 shares, respectively
    
    
    208,615
    
    
    
    207,763
    
    
    
    207,714Capital surplus
    
    
    222,135
    
    
    
    215,255
    
    
    
    216,394Accumulated other comprehensive loss
    
    
    (18,568
    )
    
    
    (26,896
    )
    
    
    (8,746
    )Retained earnings
    
    
    874,036
    
    
    
    844,138
    
    
    
    827,357TOTAL SHAREHOLDERS EQUITY
    
    
    1,286,218
    
    
    
    1,240,260
    
    
    
    1,242,719TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    13,271,873
    
    
    $
    13,480,218
    
    
    $
    13,300,728
 
 (1)
    
    Derived from audited financial statements.  3




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Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands, except for per share amounts)INTEREST REVENUE:Loans and leases
    
    $
    129,455
    
    
    $
    144,393
    
    
    $
    387,927
    
    
    $
    450,866Deposits with other banks
    
    
    20
    
    
    
    172
    
    
    
    112
    
    
    
    573Federal
funds sold and securities purchased under agreement to resell
    
    
    27
    
    
    
    218
    
    
    
    31
    
    
    
    285Held-to-maturity securities:Taxable
    
    
    11,690
    
    
    
    14,063
    
    
    
    36,829
    
    
    
    45,054Tax-exempt
    
    
    2,193
    
    
    
    1,959
    
    
    
    6,459
    
    
    
    6,059Available-for-sale securities:Taxable
    
    
    8,592
    
    
    
    9,025
    
    
    
    26,351
    
    
    
    27,120Tax-exempt
    
    
    812
    
    
    
    874
    
    
    
    2,521
    
    
    
    3,338Loans held for sale
    
    
    698
    
    
    
    1,920
    
    
    
    3,188
    
    
    
    5,550Total interest revenue
    
    
    153,487
    
    
    
    172,624
    
    
    
    463,418
    
    
    
    538,845INTEREST EXPENSE:Deposits:Interest bearing demand
    
    
    9,038
    
    
    
    14,214
    
    
    
    31,024
    
    
    
    44,409Savings
    
    
    937
    
    
    
    1,366
    
    
    
    2,800
    
    
    
    4,200Other time
    
    
    25,534
    
    
    
    33,660
    
    
    
    77,863
    
    
    
    120,298Federal
funds purchased and securities sold under agreement to repurchase
    
    
    331
    
    
    
    4,308
    
    
    
    1,324
    
    
    
    12,824Federal Home Loan Bank borrowings
    
    
    2,877
    
    
    
    6,277
    
    
    
    8,585
    
    
    
    17,921Junior subordinated debt
    
    
    2,884
    
    
    
    3,064
    
    
    
    8,767
    
    
    
    9,309Other
    
    
    150
    
    
    
    133
    
    
    
    503
    
    
    
    369Total interest expense
    
    
    41,751
    
    
    
    63,022
    
    
    
    130,866
    
    
    
    209,330Net interest revenue
    
    
    111,736
    
    
    
    109,602
    
    
    
    332,552
    
    
    
    329,515Provision for credit losses
    
    
    22,514
    
    
    
    16,306
    
    
    
    55,053
    
    
    
    38,354Net interest
revenue, after provision for credit losses
    
    
    89,222
    
    
    
    93,296
    
    
    
    277,499
    
    
    
    291,161NONINTEREST REVENUE:Mortgage lending
    
    
    2,012
    
    
    
    3,270
    
    
    
    23,623
    
    
    
    14,320Credit card, debit card and merchant fees
    
    
    8,902
    
    
    
    8,512
    
    
    
    26,361
    
    
    
    25,334Service charges
    
    
    16,313
    
    
    
    17,687
    
    
    
    46,040
    
    
    
    50,619Trust income
    
    
    2,435
    
    
    
    2,507
    
    
    
    6,684
    
    
    
    7,002Security gains, net
    
    
    
    
    
    
    100
    
    
    
    47
    
    
    
    377Insurance commissions
    
    
    20,134
    
    
    
    21,779
    
    
    
    63,354
    
    
    
    67,909Other
    
    
    9,753
    
    
    
    9,578
    
    
    
    39,472
    
    
    
    37,369Total noninterest revenue
    
    
    59,549
    
    
    
    63,433
    
    
    
    205,581
    
    
    
    202,930NONINTEREST EXPENSE:Salaries and employee benefits
    
    
    70,353
    
    
    
    68,865
    
    
    
    211,808
    
    
    
    207,161Occupancy, net of rental income
    
    
    10,720
    
    
    
    10,340
    
    
    
    31,211
    
    
    
    29,539Equipment
    
    
    5,853
    
    
    
    6,214
    
    
    
    17,930
    
    
    
    18,892Deposit insurance assessments
    
    
    3,402
    
    
    
    717
    
    
    
    15,886
    
    
    
    1,408Other
    
    
    29,418
    
    
    
    29,923
    
    
    
    84,631
    
    
    
    84,593Total noninterest expense
    
    
    119,746
    
    
    
    116,059
    
    
    
    361,466
    
    
    
    341,593Income before income taxes
    
    
    29,025
    
    
    
    40,670
    
    
    
    121,614
    
    
    
    152,498Income tax expense
    
    
    7,494
    
    
    
    12,325
    
    
    
    36,739
    
    
    
    48,883Net income
    
    $
    21,531
    
    
    $
    28,345
    
    
    $
    84,875
    
    
    $
    103,615Earnings per share: Basic
    
    $
    0.26
    
    
    $
    0.34
    
    
    $
    1.02
    
    
    $
    1.26Diluted
    
    $
    0.26
    
    
    $
    0.34
    
    
    $
    1.02
    
    
    $
    1.25Dividends declared per common share
    
    $
    0.22
    
    
    $
    0.22
    
    
    $
    0.66
    
    
    $
    0.65
  4




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##### Table of Contents



Nine months endedSeptember 30,2009
    
    
    2008(In thousands)Operating Activities:Net income
    
    $
    84,875
    
    
    $
    103,615Adjustment to reconcile net income to net
cash provided by operating activities:Provision for credit losses
    
    
    55,053
    
    
    
    38,354Depreciation and amortization
    
    
    23,138
    
    
    
    21,700Deferred taxes
    
    
    (1,734
    )
    
    
    (2,219
    )Amortization of intangibles
    
    
    3,817
    
    
    
    4,485Amortization of debt securities premium and discount, net
    
    
    4,203
    
    
    
    1,140Share-based compensation expense
    
    
    916
    
    
    
    1,989Security gains, net
    
    
    (47
    )
    
    
    (377
    )Net deferred loan origination expense
    
    
    (7,490
    )
    
    
    (6,985
    )Excess tax benefit from exercise of stock options
    
    
    (485
    )
    
    
    (2,218
    )Decrease in interest receivable
    
    
    4,594
    
    
    
    10,059Increase (decrease) in interest payable
    
    
    3,488
    
    
    
    (12,900
    )Realized gain on student loans sold
    
    
    (3,690
    )
    
    
    (17
    )Proceeds from student loans sold
    
    
    159,543
    
    
    
    1,483Origination of student loans held for sale
    
    
    (33,407
    )
    
    
    (74,953
    )Realized gain on mortgages sold
    
    
    (19,221
    )
    
    
    (8,394
    )Proceeds from mortgages sold
    
    
    1,242,935
    
    
    
    759,315Origination of mortgages held for sale
    
    
    (1,228,074
    )
    
    
    (744,795
    )Increase in bank-owned life insurance
    
    
    (6,772
    )
    
    
    (5,298
    )(Increase) decrease in prepaid pension asset
    
    
    (37,346
    )
    
    
    941Other, net
    
    
    46,120
    
    
    
    12,588Net cash provided by operating activities
    
    
    290,416
    
    
    
    97,513Investing activities:Proceeds from calls and maturities of held-to-maturity securities
    
    
    214,754
    
    
    
    287,877Proceeds from calls and maturties of available-for-sale securities
    
    
    103,813
    
    
    
    632,616Proceeds from sales of available-for-sale securities
    
    
    
    
    
    
    531Purchases of held-to-maturity securities
    
    
    (62,555
    )
    
    
    (12,731
    )Purchases of available-for-sale securities
    
    
    (72,609
    )
    
    
    (553,928
    )Net increase in loans and leases
    
    
    (117,887
    )
    
    
    (437,573
    )Purchases of premises and equipment
    
    
    (20,460
    )
    
    
    (49,697
    )Proceeds from sale of premises and equipment
    
    
    2,924
    
    
    
    749Acquisition of businesses, net of cash acquired
    
    
    (1,130
    )
    
    
    (10,362
    )Other, net
    
    
    (51
    )
    
    
    (611
    )Net cash provided by (used in) investing activities
    
    
    46,799
    
    
    
    (143,129
    )Financing activities:Net increase (decrease) in deposits
    
    
    585,162
    
    
    
    (379,299
    )Net (decrease) increase in short-term debt and other liabilities
    
    
    (946,527
    )
    
    
    188,244Advances of long-term debt
    
    
    
    
    
    
    200,000Repayment of long-term debt
    
    
    (31
    )
    
    
    (116
    )Issuance of common stock
    
    
    6,245
    
    
    
    15,276Purchase of common stock
    
    
    
    
    
    
    (326
    )Excess tax benefit from exercise of stock options
    
    
    485
    
    
    
    2,218Payment of cash dividends
    
    
    (54,976
    )
    
    
    (53,600
    )Net cash used in financing activities
    
    
    (409,642
    )
    
    
    (27,603
    )Decrease in cash and cash equivalents
    
    
    (72,427
    )
    
    
    (73,219
    )Cash and cash equivalents at beginning of period
    
    
    304,597
    
    
    
    335,636Cash and cash equivalents at end of period
    
    $
    232,170
    
    
    $
    262,417
  5




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##### Table of Contents



BANCORPSOUTH, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 NOTE 1  BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION
   NOTE 2  LOANS AND LEASES
  September 30,
    
    
    December 31,2009
    
    
    2008
    
    
    2008(In thousands)Commercial and industrial
    
    $
    1,457,985
    
    
    $
    1,417,290
    
    
    $
    1,433,690Real estateConsumer mortgages
    
    
    2,046,433
    
    
    
    2,108,991
    
    
    
    2,096,568Home equity
    
    
    540,875
    
    
    
    500,489
    
    
    
    511,480Agricultural
    
    
    254,647
    
    
    
    236,647
    
    
    
    234,024Commercial and
industrial-owner
occupied
    
    
    1,432,859
    
    
    
    1,489,215
    
    
    
    1,465,027Construction,
acquisition and
development
    
    
    1,533,622
    
    
    
    1,671,693
    
    
    
    1,689,719Commercial
    
    
    1,770,066
    
    
    
    1,489,548
    
    
    
    1,568,956Credit cards
    
    
    103,208
    
    
    
    90,112
    
    
    
    93,650All other
    
    
    663,540
    
    
    
    637,512
    
    
    
    647,753Total
    
    $
    9,803,235
    
    
    $
    9,641,497
    
    
    $
    9,740,867
  September 30,
    
    
    December 31,2009
    
    
    2008
    
    
    2008(In thousands)Non-accrual loans and leases
    
    $
    82,732
    
    
    $
    30,642
    
    
    $
    28,168Loans and leases 90 days or more past due,
still accruing
    
    
    20,699
    
    
    
    31,866
    
    
    
    33,373Restructured loans and leases still accruing
    
    
    8,205
    
    
    
    2,666
    
    
    
    2,472Total non-performing loans
    
    $
    111,636
    
    
    $
    65,174
    
    
    $
    64,013
 6




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NOTE 3  ALLOWANCE FOR CREDIT LOSSES
  Nine months ended
    
    
    Year endedSeptember 30,
    
    
    December 31,2009
    
    
    2008
    
    
    2008(In thousands)Balance at beginning of period
    
    $
    132,793
    
    
    $
    115,197
    
    
    $
    115,197Provision charged to expense
    
    
    55,053
    
    
    
    38,354
    
    
    
    56,176Recoveries
    
    
    3,062
    
    
    
    2,896
    
    
    
    3,913Loans and leases charged off
    
    
    (46,117
    )
    
    
    (27,300
    )
    
    
    (42,067
    )Acquisitions
    
    
    
    
    
    
    
    
    
    
    (426
    )Balance at end of period
    
    $
    144,791
    
    
    $
    129,147
    
    
    $
    132,793
 NOTE 4  SECURITIES
  September 30, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In thousands)U.S. Government agencies
    
    $
    907,997
    
    
    $
    44,050
    
    
    $
    
    
    
    $
    952,047Obligations of states
and political
subdivisions
    
    
    272,719
    
    
    
    8,123
    
    
    
    292
    
    
    
    280,550Total
    
    $
    1,180,716
    
    
    $
    52,173
    
    
    $
    292
    
    
    $
    1,232,597
 December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In thousands)U.S. Government agencies
    
    $
    1,079,431
    
    
    $
    59,252
    
    
    $
    
    
    
    $
    1,138,683Obligations of states
and political
subdivisions
    
    
    254,090
    
    
    
    3,426
    
    
    
    3,994
    
    
    
    253,522Total
    
    $
    1,333,521
    
    
    $
    62,678
    
    
    $
    3,994
    
    
    $
    1,392,205
   7




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##### Table of Contents



September 30, 2009EstimatedAmortized
    
    
    FairCost
    
    
    Value(In thousands)Maturing in one year or less
    
    $
    420,812
    
    
    $
    427,948Maturing after one year through five years
    
    
    524,388
    
    
    
    559,171Maturing after five years through ten years
    
    
    81,813
    
    
    
    84,297Maturing after ten years
    
    
    153,703
    
    
    
    161,181Total
    
    $
    1,180,716
    
    
    $
    1,232,597
  September 30, 2009Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In thousands)U.S. Government agencies
    
    $
    494,651
    
    
    $
    17,596
    
    
    $
    762
    
    
    $
    511,485Government agency issued residential
mortgage-backed securities
    
    
    300,577
    
    
    
    8,932
    
    
    
    103
    
    
    
    309,406Government agency issued commercial
mortgage-backed securities
    
    
    18,307
    
    
    
    875
    
    
    
    69
    
    
    
    19,113Obligations of states and political
subdivisions
    
    
    82,226
    
    
    
    1,972
    
    
    
    191
    
    
    
    84,007Collateralized debt obligations
    
    
    2,375
    
    
    
    
    
    
    
    
    
    
    
    2,375Other
    
    
    31,371
    
    
    
    403
    
    
    
    2
    
    
    
    31,772Total
    
    $
    929,507
    
    
    $
    29,778
    
    
    $
    1,127
    
    
    $
    958,158
 December 31, 2008Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    Value(In thousands)U.S. Government agencies
    
    $
    496,665
    
    
    $
    19,616
    
    
    $
    
    
    
    $
    516,281Government agency issued residential
mortgage-backed securities
    
    
    319,996
    
    
    
    1,933
    
    
    
    2,754
    
    
    
    319,175Government agency issued commercial
mortgage-backed securities
    
    
    18,534
    
    
    
    296
    
    
    
    277
    
    
    
    18,553Obligations of states and political
subdivisions
    
    
    83,102
    
    
    
    714
    
    
    
    1,277
    
    
    
    82,539Collateralized debt obligations
    
    
    2,375
    
    
    
    
    
    
    
    
    
    
    
    2,375Other
    
    
    43,538
    
    
    
    407
    
    
    
    9
    
    
    
    43,936Total
    
    $
    964,210
    
    
    $
    22,966
    
    
    $
    4,317
    
    
    $
    982,859
   8




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##### Table of Contents



September 30, 2009EstimatedAmortized
    
    
    FairCost
    
    
    Value(In thousands)Maturing in one year or less
    
    $
    118,625
    
    
    $
    121,733Maturing after one year through five years
    
    
    348,735
    
    
    
    366,586Maturing after five years through ten years
    
    
    263,524
    
    
    
    266,499Maturing after ten years
    
    
    198,623
    
    
    
    203,340Total
    
    $
    929,507
    
    
    $
    958,158
  Continuous Unrealized Loss PositionLess Than 12 Months
    
    
    12 Months or Longer
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses(In thousands)Held-to-maturity securities:U.S. Government agencies
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Obligations of states and
political subdivisions
    
    
    2,372
    
    
    
    62
    
    
    
    9,407
    
    
    
    230
    
    
    
    11,779
    
    
    
    292Total
    
    $
    2,372
    
    
    $
    62
    
    
    $
    9,407
    
    
    $
    230
    
    
    $
    11,779
    
    
    $
    292Available-for-sale securities:U.S. Government agencies
    
    $
    125,124
    
    
    $
    762
    
    
    $
    
    
    
    $
    
    
    
    $
    125,124
    
    
    $
    762Government agency issued
residential
mortgage-backed securities
    
    
    3,834
    
    
    
    102
    
    
    
    75
    
    
    
    1
    
    
    
    3,909
    
    
    
    103Government agency issued
commercial
mortgage-backed securities
    
    
    4,014
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    4,014
    
    
    
    69Obligations of states and
political subdivisions
    
    
    
    
    
    
    
    
    
    
    2,490
    
    
    
    191
    
    
    
    2,490
    
    
    
    191Other
    
    
    4
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    2Total
    
    $
    132,976
    
    
    $
    935
    
    
    $
    2,565
    
    
    $
    192
    
    
    $
    135,541
    
    
    $
    1,127
  NOTE 5  PER SHARE DATA
   9




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##### Table of Contents



Three months ended September 30,2009
    
    
    2008Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    Amount(In thousands, except per share amounts)Basic EPSIncome available to
common shareholders
    
    $
    21,531
    
    
    
    83,369
    
    
    $
    0.26
    
    
    $
    28,345
    
    
    
    82,561
    
    
    $
    0.34Effect of dilutive share 
based awards
    
    
    
    
    
    
    144
    
    
    
    
    
    
    
    
    
    
    
    205Diluted EPSIncome available to common
shareholders plus assumed
exercise of all outstanding
share-based awards
    
    $
    21,531
    
    
    
    83,513
    
    
    $
    0.26
    
    
    $
    28,345
    
    
    
    82,766
    
    
    $
    0.34
 Nine months ended September 30,2009
    
    
    2008Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    Amount(In thousands, except per share amounts)Basic EPSIncome available to
common shareholders
    
    $
    84,875
    
    
    
    83,261
    
    
    $
    1.02
    
    
    $
    103,615
    
    
    
    82,420
    
    
    $
    1.26Effect of dilutive share 
based awards
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    225Diluted EPSIncome available to common
shareholders plus assumed
exercise of all outstanding
share-based awards
    
    $
    84,875
    
    
    
    83,398
    
    
    $
    1.02
    
    
    $
    103,615
    
    
    
    82,645
    
    
    $
    1.25
 10




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##### Table of Contents



NOTE 6  COMPREHENSIVE INCOME
  Three months ended September 30,2009
    
    
    2008Before
    
    
    Tax
    
    
    Net
    
    
    Before
    
    
    Tax
    
    
    Nettax
    
    
    (expense)
    
    
    of tax
    
    
    tax
    
    
    (expense)
    
    
    of taxamount
    
    
    benefit
    
    
    amount
    
    
    amount
    
    
    benefit
    
    
    amount(In thousands)Net unrealized gains on available-for-
sale securities:Unrealized gains arising during
holding period
    
    $
    9,516
    
    
    $
    (3,645
    )
    
    $
    5,871
    
    
    $
    649
    
    
    $
    (242
    )
    
    $
    407Less: Reclassification adjustment for
net gains realized in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )
    
    
    38
    
    
    
    (62
    )Recognized employee benefit plan
net periodic benefit cost
    
    
    1,171
    
    
    
    (448
    )
    
    
    723
    
    
    
    229
    
    
    
    (88
    )
    
    
    141Other comprehensive income
    
    $
    10,687
    
    
    $
    (4,093
    )
    
    $
    6,594
    
    
    $
    778
    
    
    $
    (292
    )
    
    $
    486Net income
    
    
    
    
    
    
    
    
    
    
    21,531
    
    
    
    
    
    
    
    
    
    
    
    28,345Comprehensive income
    
    
    
    
    
    
    
    
    
    $
    28,125
    
    
    
    
    
    
    
    
    
    
    $
    28,831
 Nine months ended September 30,2009
    
    
    2008Before
    
    
    Tax
    
    
    Net
    
    
    Before
    
    
    Tax
    
    
    Nettax
    
    
    (expense)
    
    
    of tax
    
    
    tax
    
    
    (expense)
    
    
    of taxamount
    
    
    benefit
    
    
    amount
    
    
    amount
    
    
    benefit
    
    
    amount(In thousands)Net unrealized gains on available-for-
sale securities:Unrealized gains (losses) arising
during holding period
    
    $
    10,049
    
    
    $
    (3,857
    )
    
    $
    6,192
    
    
    $
    (2,858
    )
    
    $
    1,239
    
    
    $
    (1,619
    )Less: Reclassification adjustment for
net gains realized in net income
    
    
    (47
    )
    
    
    18
    
    
    
    (29
    )
    
    
    (377
    )
    
    
    144
    
    
    
    (233
    )Recognized employee benefit plan
net periodic benefit cost
    
    
    3,506
    
    
    
    (1,341
    )
    
    
    2,165
    
    
    
    519
    
    
    
    (199
    )
    
    
    320Other comprehensive income (loss)
    
    $
    13,508
    
    
    $
    (5,180
    )
    
    $
    8,328
    
    
    $
    (2,716
    )
    
    $
    1,184
    
    
    $
    (1,532
    )Net income
    
    
    
    
    
    
    
    
    
    
    84,875
    
    
    
    
    
    
    
    
    
    
    
    103,615Comprehensive income
    
    
    
    
    
    
    
    
    
    $
    93,203
    
    
    
    
    
    
    
    
    
    
    $
    102,083
 NOTE 7  GOODWILL AND OTHER INTANGIBLE ASSETS
  Community
    
    
    InsuranceBanking
    
    
    Agencies
    
    
    Total(In thousands)Balance as of December 31, 2008
    
    $
    217,618
    
    
    $
    51,348
    
    
    $
    268,966Goodwill recorded during the period
    
    
    
    
    
    
    1,131
    
    
    
    1,131Balance as of September 30, 2009
    
    $
    217,618
    
    
    $
    52,479
    
    
    $
    270,097
 11




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As of
    
    
    As ofSeptember 30, 2009
    
    
    December 31, 2008Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)Amortized intangible assets:Core deposit intangibles
    
    $
    27,801
    
    
    $
    17,991
    
    
    $
    27,801
    
    
    $
    16,607Customer relationship intangibles
    
    
    32,186
    
    
    
    18,337
    
    
    
    32,186
    
    
    
    16,064Non-solicitation intangibles
    
    
    600
    
    
    
    600
    
    
    
    600
    
    
    
    440Total
    
    $
    60,587
    
    
    $
    36,928
    
    
    $
    60,587
    
    
    $
    33,111Unamortized intangible assets:Trade names
    
    $
    688
    
    
    $
    
    
    
    $
    688
    
    
    $
    
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Aggregate amortization expense for:Core deposit intangibles
    
    $
    421
    
    
    $
    531
    
    
    $
    1,384
    
    
    $
    1,628Customer relationship intangibles
    
    
    734
    
    
    
    891
    
    
    
    2,273
    
    
    
    2,677Non-solicitation intangibles
    
    
    40
    
    
    
    60
    
    
    
    160
    
    
    
    180Total
    
    $
    1,195
    
    
    $
    1,482
    
    
    $
    3,817
    
    
    $
    4,485
  Customer
    
    Non-Core Deposit
    
    Relationship
    
    SolicitationIntangibles
    
    Intangibles
    
    Intangibles
    
    Total(In thousands)Estimated Amortization Expense:For year ended December 31, 2009
    
    $
    1,800
    
    
    $
    2,996
    
    
    $
    160
    
    
    $
    4,956For year ended December 31, 2010
    
    
    1,308
    
    
    
    2,551
    
    
    
    
    
    
    
    3,859For year ended December 31, 2011
    
    
    1,016
    
    
    
    2,178
    
    
    
    
    
    
    
    3,194For year ended December 31, 2012
    
    
    946
    
    
    
    1,863
    
    
    
    
    
    
    
    2,809For year ended December 31, 2013
    
    
    582
    
    
    
    1,595
    
    
    
    
    
    
    
    2,177
 12




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##### Table of Contents



NOTE 8  PENSION BENEFITS
  Pension BenefitsThree months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Service cost
    
    $
    1,782
    
    
    $
    1,935
    
    
    $
    5,345
    
    
    $
    5,269Interest cost
    
    
    1,755
    
    
    
    1,677
    
    
    
    5,264
    
    
    
    4,985Expected return on assets
    
    
    (2,675
    )
    
    
    (2,744
    )
    
    
    (8,023
    )
    
    
    (8,036
    )Amortization of unrecognized
transition amount
    
    
    5
    
    
    
    3
    
    
    
    13
    
    
    
    13Recognized prior service cost
    
    
    85
    
    
    
    65
    
    
    
    256
    
    
    
    199Recognized net loss
    
    
    1,081
    
    
    
    161
    
    
    
    3,237
    
    
    
    307Net periodic benefit costs
    
    $
    2,033
    
    
    $
    1,097
    
    
    $
    6,092
    
    
    $
    2,737
 NOTE 9  RECENT PRONOUNCEMENTS
      13




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14




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##### Table of Contents



NOTE 10  SEGMENT REPORTING
   15




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##### Table of Contents



GeneralCommunity
    
    
    Insurance
    
    
    CorporateBanking
    
    
    Agencies
    
    
    and Other
    
    
    Total(In thousands)Three months ended September 30, 2009:Results of OperationsNet interest revenue
    
    $
    104,086
    
    
    $
    155
    
    
    $
    7,495
    
    
    $
    111,736Provision for credit losses
    
    
    20,786
    
    
    
    
    
    
    
    1,728
    
    
    
    22,514Net interest revenue after provision for credit losses
    
    
    83,300
    
    
    
    155
    
    
    
    5,767
    
    
    
    89,222Noninterest revenue
    
    
    29,785
    
    
    
    19,969
    
    
    
    9,795
    
    
    
    59,549Noninterest expense
    
    
    79,750
    
    
    
    17,004
    
    
    
    22,992
    
    
    
    119,746Income (loss) before income taxes
    
    
    33,335
    
    
    
    3,120
    
    
    
    (7,430
    )
    
    
    29,025Income taxes (benefit)
    
    
    8,607
    
    
    
    1,241
    
    
    
    (2,354
    )
    
    
    7,494Net income (loss)
    
    $
    24,728
    
    
    $
    1,879
    
    
    $
    (5,076
    )
    
    $
    21,531Selected Financial InformationTotal assets (at end of period)
    
    $
    10,980,010
    
    
    $
    161,966
    
    
    $
    2,129,897
    
    
    $
    13,271,873Depreciation and amortization
    
    
    7,075
    
    
    
    1,161
    
    
    
    558
    
    
    
    8,794Three months ended September 30, 2008:Results of OperationsNet interest revenue
    
    $
    100,169
    
    
    $
    268
    
    
    $
    9,165
    
    
    $
    109,602Provision for credit losses
    
    
    15,347
    
    
    
    
    
    
    
    959
    
    
    
    16,306Net interest revenue after provision for credit losses
    
    
    84,822
    
    
    
    268
    
    
    
    8,206
    
    
    
    93,296Noninterest revenue
    
    
    31,618
    
    
    
    21,701
    
    
    
    10,114
    
    
    
    63,433Noninterest expense
    
    
    76,583
    
    
    
    17,661
    
    
    
    21,815
    
    
    
    116,059Income (loss) before income taxes
    
    
    39,857
    
    
    
    4,308
    
    
    
    (3,495
    )
    
    
    40,670Income taxes (benefit)
    
    
    12,079
    
    
    
    1,704
    
    
    
    (1,458
    )
    
    
    12,325Net income (loss)
    
    $
    27,778
    
    
    $
    2,604
    
    
    $
    (2,037
    )
    
    $
    28,345Selected Financial InformationTotal assets (at end of period)
    
    $
    10,933,724
    
    
    $
    154,891
    
    
    $
    2,212,113
    
    
    $
    13,300,728Depreciation and amortization
    
    
    6,996
    
    
    
    1,232
    
    
    
    598
    
    
    
    8,826
 16




---



##### Table of Contents



Community
    
    
    Insurance
    
    
    GeneralCorporateBanking
    
    
    Agencies
    
    
    and Other
    
    
    Total(In thousands)Nine months ended September 30, 2009:Results of OperationsNet interest revenue
    
    $
    308,029
    
    
    $
    479
    
    
    $
    24,044
    
    
    $
    332,552Provision for credit losses
    
    
    49,485
    
    
    
    
    
    
    
    5,568
    
    
    
    55,053Net interest revenue after provision for credit losses
    
    
    258,544
    
    
    
    479
    
    
    
    18,476
    
    
    
    277,499Noninterest revenue
    
    
    94,362
    
    
    
    63,019
    
    
    
    48,200
    
    
    
    205,581Noninterest expense
    
    
    237,847
    
    
    
    52,049
    
    
    
    71,570
    
    
    
    361,466Income (loss) before income taxes
    
    
    115,059
    
    
    
    11,449
    
    
    
    (4,894
    )
    
    
    121,614Income taxes (benefit)
    
    
    34,759
    
    
    
    4,534
    
    
    
    (2,554
    )
    
    
    36,739Net income (loss)
    
    $
    80,300
    
    
    $
    6,915
    
    
    $
    (2,340
    )
    
    $
    84,875Selected Financial InformationTotal assets (at end of period)
    
    $
    10,980,010
    
    
    $
    161,966
    
    
    $
    2,129,897
    
    
    $
    13,271,873Depreciation and amortization
    
    
    21,752
    
    
    
    3,509
    
    
    
    1,694
    
    
    
    26,955Nine months ended September 30, 2008:Results of OperationsNet interest revenue
    
    $
    301,574
    
    
    $
    1,034
    
    
    $
    26,907
    
    
    $
    329,515Provision for credit losses
    
    
    34,483
    
    
    
    
    
    
    
    3,871
    
    
    
    38,354Net interest revenue after provision for credit losses
    
    
    267,091
    
    
    
    1,034
    
    
    
    23,036
    
    
    
    291,161Noninterest revenue
    
    
    100,492
    
    
    
    67,739
    
    
    
    34,699
    
    
    
    202,930Noninterest expense
    
    
    220,552
    
    
    
    53,529
    
    
    
    67,512
    
    
    
    341,593Income (loss) before income taxes
    
    
    147,031
    
    
    
    15,244
    
    
    
    (9,777
    )
    
    
    152,498Income taxes (benefit)
    
    
    47,131
    
    
    
    5,997
    
    
    
    (4,245
    )
    
    
    48,883Net income (loss)
    
    $
    99,900
    
    
    $
    9,247
    
    
    $
    (5,532
    )
    
    $
    103,615Selected Financial InformationTotal assets (at end of period)
    
    $
    10,933,724
    
    
    $
    154,891
    
    
    $
    2,212,113
    
    
    $
    13,300,728Depreciation and amortization
    
    
    20,747
    
    
    
    3,621
    
    
    
    1,817
    
    
    
    26,185
 NOTE 11  MORTGAGE SERVICING RIGHTS
  (Dollars in thousands)Unpaid principal balance
    
    $
    3,355,010Weighted-average prepayment speed (CPR)
    
    
    18.5Discount rate (annual percentage)
    
    
    10.3Weighted-average coupon interest rate (percentage)
    
    
    5.7Weighted-average remaining maturity (months)
    
    
    321.0Weighted-average servicing fee (basis points)
    
    
    28.9
   17




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##### Table of Contents



2009
    
    
    2008(In thousands)Fair value as of January 1
    
    $
    24,972
    
    
    $
    32,482Additions:Origination of servicing assets
    
    
    11,879
    
    
    
    6,191Changes in fair value:Due to change in valuation inputs or assumptions
used in the valuation model
    
    
    (4,615
    )
    
    
    518Other changes in fair value
    
    
    (9
    )
    
    
    (14
    )Fair value as of September 30
    
    $
    32,227
    
    
    $
    39,177
  NOTE 12  DERIVATIVE INSTRUMENTS
   NOTE 13  FAIR VALUE DISCLOSURES
  18




---



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Determination of Fair Value
  Available-for-sale securities.
 Mortgage servicing rights.
 Derivative instruments.
 Loans held for sale.
 Impaired loans.
 Other real estate owned.
 19




---



##### Table of Contents



Assets and Liabilities Recorded at Fair Value on a Recurring Basis
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total(In thousands)Assets:Available-for-sale securities:U.S. Government agencies
    
    $
    
    
    
    $
    511,485
    
    
    $
    
    
    
    $
    511,485Government agency issued residential
mortgage-backed securities
    
    
    
    
    
    
    309,406
    
    
    
    
    
    
    
    309,406Government agency issued commercial
mortgage-backed securities
    
    
    
    
    
    
    19,113
    
    
    
    
    
    
    
    19,113Obligations of states and
political subdivisions
    
    
    
    
    
    
    84,007
    
    
    
    
    
    
    
    84,007Collateralized debt obligations
    
    
    
    
    
    
    
    
    
    
    2,375
    
    
    
    2,375Other
    
    
    355
    
    
    
    31,417
    
    
    
    
    
    
    
    31,772Mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    32,227
    
    
    
    32,227Derivative instruments
    
    
    
    
    
    
    31,439
    
    
    
    1,312
    
    
    
    32,751Total
    
    $
    355
    
    
    $
    986,867
    
    
    $
    35,914
    
    
    $
    1,023,136Liabilities:Derivative instruments
    
    $
    
    
    
    $
    31,439
    
    
    $
    1,219
    
    
    $
    32,658
  Mortgage
    
    
    
    
    
    
    Available-Servicing
    
    
    Derivative
    
    
    for-saleRights
    
    
    Instruments
    
    
    Securities(In thousands)Balance at December 31, 2008
    
    $
    24,972
    
    
    $
    (683
    )
    
    $
    2,375Total net gains for the year to date included in:Net income
    
    
    7,255
    
    
    
    776
    
    
    
    Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    Purchases, sales, issuances and settlements, net
    
    
    
    
    
    
    
    
    
    
    Transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2009
    
    $
    32,227
    
    
    $
    93
    
    
    $
    2,375Net unrealized (losses) gains included in net income for the
quarter relating to assets and liabilities held at September 30, 2009
    
    $
    (4,615
    )
    
    $
    93
    
    
    $
    
 Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
  20




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TotalLevel 1
    
    Level 2
    
    Level 3
    
    Total
    
    Gains (Losses)(In thousands)Assets:Loans held for sale
    
    $
    
    
    
    $
    80,053
    
    
    $
    
    
    
    $
    80,053
    
    
    $
    Impaired loans
    
    
    
    
    
    
    
    
    
    
    39,137
    
    
    
    39,137
    
    
    
    (5,876
    )Other real estate owned
    
    
    
    
    
    
    62,072
    
    
    
    
    
    
    
    62,072
    
    
    
    (3,266
    )
 NOTE 14  FAIR VALUE OF FINANCIAL INSTRUMENTS
  Securities.
 Loans and Leases.
  Loans Held for Sale.
 Deposit Liabilities
 Debt
 Derivative Instruments.
 21




---



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Lending Commitments.
  September 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    Value(In thousands)Assets:Cash and due from banks
    
    $
    189,103
    
    
    $
    189,103
    
    
    $
    291,055
    
    
    $
    291,055Interest bearing deposits with other banks
    
    
    43,067
    
    
    
    43,067
    
    
    
    13,542
    
    
    
    13,542Held-to-maturity securities
    
    
    1,180,716
    
    
    
    1,232,597
    
    
    
    1,333,521
    
    
    
    1,392,205Available-for-sale securities
    
    
    958,158
    
    
    
    958,158
    
    
    
    982,859
    
    
    
    982,859Federal funds sold and securities
purchased under agreement to resell
    
    
    75,000
    
    
    
    75,000
    
    
    
    
    
    
    
    Net loans and leases
    
    
    9,613,153
    
    
    
    9,734,321
    
    
    
    9,558,484
    
    
    
    9,634,721Loans held for sale
    
    
    80,053
    
    
    
    80,091
    
    
    
    189,242
    
    
    
    197,310Liabilities:Noninterest bearing deposits
    
    
    1,769,432
    
    
    
    1,769,432
    
    
    
    1,735,130
    
    
    
    1,735,130Savings and interest bearing deposits
    
    
    4,767,841
    
    
    
    4,767,841
    
    
    
    4,582,633
    
    
    
    4,582,633Other time deposits
    
    
    3,759,761
    
    
    
    3,770,792
    
    
    
    3,394,109
    
    
    
    3,426,475Federal funds purchased and securities
sold under agreement to repurchase
and other short-term borrowings
    
    
    1,016,374
    
    
    
    1,015,423
    
    
    
    1,896,876
    
    
    
    1,893,630Long-term debt and other borrowings
    
    
    446,690
    
    
    
    464,485
    
    
    
    446,745
    
    
    
    460,449Derivative instruments:Forward commitments to sell fixed rate
mortgage loans
    
    
    (1,160
    )
    
    
    (1,160
    )
    
    
    (1,944
    )
    
    
    (1,944
    )Commitments to fund fixed rate
mortgage loans
    
    
    1,253
    
    
    
    1,253
    
    
    
    1,261
    
    
    
    1,261Interest rate swap position to receive
    
    
    31,439
    
    
    
    31,439
    
    
    
    42,558
    
    
    
    42,558Interest rate swap position to pay
    
    
    (31,439
    )
    
    
    (31,439
    )
    
    
    (42,558
    )
    
    
    (42,558
    )
 22




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##### Table of Contents



NOTE 15  OTHER NONINTEREST INCOME AND EXPENSE
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Annuity fees
    
    $
    572
    
    
    $
    1,542
    
    
    $
    2,660
    
    
    $
    5,490Brokerage commissions and fees
    
    
    1,349
    
    
    
    1,390
    
    
    
    3,413
    
    
    
    4,338Loss on sale and writedown of OREO
    
    
    (2,926
    )
    
    
    (1,433
    )
    
    
    (5,190
    )
    
    
    (2,592
    )Bank owned life insurance
    
    
    3,222
    
    
    
    1,866
    
    
    
    6,772
    
    
    
    5,467Other miscellaneous income
    
    
    7,536
    
    
    
    6,213
    
    
    
    31,817
    
    
    
    24,666Total other noninterest income
    
    $
    9,753
    
    
    $
    9,578
    
    
    $
    39,472
    
    
    $
    37,369
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Advertising
    
    $
    3,197
    
    
    $
    2,409
    
    
    $
    5,258
    
    
    $
    6,081Telecommunications
    
    
    2,219
    
    
    
    2,166
    
    
    
    6,651
    
    
    
    6,499Public relations
    
    
    1,467
    
    
    
    1,735
    
    
    
    4,595
    
    
    
    5,046Data processing
    
    
    1,542
    
    
    
    1,460
    
    
    
    4,814
    
    
    
    4,095Computer software
    
    
    1,782
    
    
    
    1,618
    
    
    
    5,501
    
    
    
    5,198Amortization of intangibles
    
    
    1,195
    
    
    
    1,482
    
    
    
    3,817
    
    
    
    4,486Legal
    
    
    1,570
    
    
    
    1,322
    
    
    
    4,047
    
    
    
    3,553Postage and shipping
    
    
    1,216
    
    
    
    1,286
    
    
    
    3,685
    
    
    
    3,957Other miscellaneous expense
    
    
    15,230
    
    
    
    16,445
    
    
    
    46,263
    
    
    
    45,678Total other noninterest expense
    
    $
    29,418
    
    
    $
    29,923
    
    
    $
    84,631
    
    
    $
    84,593
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 OVERVIEW
   23




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24




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SELECTED FINANCIAL QUARTERLY DATA
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in thousands, except per share data)Earnings Summary:Total interest revenue
    
    $
    153,487
    
    
    $
    172,624
    
    
    $
    463,418
    
    
    $
    538,845Total interest expense
    
    
    41,751
    
    
    
    63,022
    
    
    
    130,866
    
    
    
    209,330Net interest income
    
    
    111,736
    
    
    
    109,602
    
    
    
    332,552
    
    
    
    329,515Provision for credit losses
    
    
    22,514
    
    
    
    16,306
    
    
    
    55,053
    
    
    
    38,354Noninterest income
    
    
    59,549
    
    
    
    63,433
    
    
    
    205,581
    
    
    
    202,930Noninterest expense
    
    
    119,746
    
    
    
    116,059
    
    
    
    361,466
    
    
    
    341,593Income before income taxes
    
    
    29,025
    
    
    
    40,670
    
    
    
    121,614
    
    
    
    152,498Income taxes
    
    
    7,494
    
    
    
    12,325
    
    
    
    36,739
    
    
    
    48,883Net income
    
    $
    21,531
    
    
    $
    28,345
    
    
    $
    84,875
    
    
    $
    103,615Selected Average Balances:Total assets
    
    $
    13,167,057
    
    
    $
    13,304,939
    
    
    $
    13,250,329
    
    
    $
    13,174,345Loans and leases, net of unearned income
    
    
    9,750,159
    
    
    
    9,529,731
    
    
    
    9,729,050
    
    
    
    9,371,480Total shareholders equity
    
    
    1,265,099
    
    
    
    1,231,350
    
    
    
    1,251,769
    
    
    
    1,219,170Common Share Data:Basic earnings per share
    
    $
    0.26
    
    
    $
    0.34
    
    
    $
    1.02
    
    
    $
    1.26Diluted earnings per share
    
    
    0.26
    
    
    
    0.34
    
    
    
    1.02
    
    
    
    1.25Cash dividends per share
    
    
    0.22
    
    
    
    0.22
    
    
    
    0.66
    
    
    
    0.65Financial Ratios (Annualized):Return on average assets
    
    
    0.65
    %
    
    
    0.85
    %
    
    
    0.86
    %
    
    
    1.05
    %Return on average shareholders equity
    
    
    6.75
    
    
    
    9.16
    
    
    
    9.07
    
    
    
    11.35Total shareholders equity to total assets
    
    
    9.69
    
    
    
    9.34
    
    
    
    9.69
    
    
    
    9.34Tangible shareholders equity to tangible assets
    
    
    7.64
    
    
    
    7.25
    
    
    
    7.64
    
    
    
    7.25Net interest margin
    
    
    3.77
    
    
    
    3.67
    
    
    
    3.75
    
    
    
    3.75Credit Quality Ratios (Annualized):Net charge-offs to average loans and leases
    
    
    0.68
    %
    
    
    0.45
    %
    
    
    0.59
    %
    
    
    0.35
    %Provision for credit losses to average loans and leases
    
    
    0.92
    
    
    
    0.68
    
    
    
    0.57
    
    
    
    0.41Allowance for credit losses to net loans and leases
    
    
    1.48
    
    
    
    1.35
    
    
    
    1.48
    
    
    
    1.35Allowance for credit losses to non-performing loans
and leases
    
    
    129.70
    
    
    
    198.16
    
    
    
    129.70
    
    
    
    198.16Allowance for credit losses to non-performing assets
    
    
    83.35
    
    
    
    132.25
    
    
    
    83.35
    
    
    
    132.25Non-performing loans and leases to net loans and leases
    
    
    1.14
    
    
    
    0.68
    
    
    
    1.14
    
    
    
    0.68Non-performing assets to net loans and leases
    
    
    1.77
    
    
    
    1.01
    
    
    
    1.77
    
    
    
    1.01Captial Adequacy:Tier I capital
    
    
    11.39
    %
    
    
    10.57
    %
    
    
    11.39
    %
    
    
    10.57
    %Total capital
    
    
    12.64
    
    
    
    11.82
    
    
    
    12.64
    
    
    
    11.82Tier I leverage capital
    
    
    9.03
    
    
    
    8.48
    
    
    
    9.03
    
    
    
    8.48
 25




---



##### Table of Contents



September 30,2009
    
    
    2008(In thousands)Tangible Assets:Total assets
    
    $
    13,271,873
    
    
    $
    13,300,728Less: Goodwill
    
    
    270,097
    
    
    
    271,017Identifiable intangible assets
    
    
    24,347
    
    
    
    29,607Total tangible assets
    
    $
    12,977,429
    
    
    $
    13,000,104Tangible Shareholders EquityTotal shareholders equity
    
    $
    1,286,218
    
    
    $
    1,242,719Less: Goodwill
    
    
    270,097
    
    
    
    271,017Identifiable intangible assets
    
    
    24,347
    
    
    
    29,607Total tangible shareholders equity
    
    $
    991,774
    
    
    $
    942,095
 FINANCIAL HIGHLIGHTS
    26




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##### Table of Contents



RESULTS OF OPERATIONS
 Net Interest Revenue
  27




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##### Table of Contents



Three months ended September 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    Rate(Dollars in millions, yields on taxable equivalent basis)ASSETSLoans and leases (net of unearned
income) (1)(2)
    
    $
    9,750.1
    
    
    $
    130.3
    
    
    
    5.30
    %
    
    $
    9,529.8
    
    
    $
    145.2
    
    
    
    6.04
    %Loans held for sale
    
    
    58.3
    
    
    
    0.7
    
    
    
    4.76
    %
    
    
    160.2
    
    
    
    1.9
    
    
    
    4.77
    %Held-to-maturity securities:Taxable (3)
    
    
    998.8
    
    
    
    11.8
    
    
    
    4.69
    %
    
    
    1,219.1
    
    
    
    14.2
    
    
    
    4.62
    %Non-taxable (4)
    
    
    199.4
    
    
    
    3.4
    
    
    
    6.71
    %
    
    
    180.6
    
    
    
    3.0
    
    
    
    6.64
    %Available-for-sale securities:Taxable
    
    
    889.3
    
    
    
    8.6
    
    
    
    3.83
    %
    
    
    901.0
    
    
    
    9.0
    
    
    
    3.98
    %Non-taxable (5)
    
    
    69.7
    
    
    
    1.1
    
    
    
    7.12
    %
    
    
    75.9
    
    
    
    1.3
    
    
    
    7.04
    %Federal funds sold, securities
purchased under agreement to resell
and short-term investments
    
    
    62.3
    
    
    
    0.1
    
    
    
    0.30
    %
    
    
    65.5
    
    
    
    0.4
    
    
    
    2.37
    %Total interest earning
assets and revenue
    
    
    12,027.9
    
    
    
    156.0
    
    
    
    5.15
    %
    
    
    12,132.1
    
    
    
    175.0
    
    
    
    5.74
    %Other assets
    
    
    1,285.4
    
    
    
    
    
    
    
    
    
    
    
    1,304.4Less: allowance for credit losses
    
    
    (146.2
    )
    
    
    
    
    
    
    
    
    
    
    (131.6
    )Total
    
    $
    13,167.1
    
    
    
    
    
    
    
    
    
    
    $
    13,304.9LIABILITIES AND
SHAREHOLDERS EQUITYDeposits:Demand  interest bearing
    
    $
    4,010.3
    
    
    $
    9.0
    
    
    
    0.89
    %
    
    $
    3,492.9
    
    
    $
    14.2
    
    
    
    1.62
    %Savings
    
    
    716.2
    
    
    
    0.9
    
    
    
    0.52
    %
    
    
    723.4
    
    
    
    1.4
    
    
    
    0.75
    %Other time
    
    
    3,726.8
    
    
    
    25.5
    
    
    
    2.72
    %
    
    
    3,761.8
    
    
    
    33.7
    
    
    
    3.56
    %Federal funds purchased,securities
sold under agreement to repurchase,
short-term FHLB borrowings
and other short term borrowings
    
    
    1,071.1
    
    
    
    0.5
    
    
    
    0.20
    %
    
    
    1,790.8
    
    
    
    7.9
    
    
    
    1.75
    %Junior subordinated debt securities
    
    
    160.3
    
    
    
    2.9
    
    
    
    7.14
    %
    
    
    160.3
    
    
    
    3.0
    
    
    
    7.60
    %Long-term FHLB borrowings
    
    
    286.3
    
    
    
    2.9
    
    
    
    3.90
    %
    
    
    288.9
    
    
    
    2.8
    
    
    
    3.91
    %Total interest bearing
liabilities and expense
    
    
    9,971.0
    
    
    
    41.7
    
    
    
    1.66
    %
    
    
    10,218.1
    
    
    
    63.0
    
    
    
    2.45
    %Demand deposits 
noninterest bearing
    
    
    1,747.0
    
    
    
    
    
    
    
    
    
    
    
    1,681.1Other liabilities
    
    
    184.0
    
    
    
    
    
    
    
    
    
    
    
    174.4Total liabilities
    
    
    11,902.0
    
    
    
    
    
    
    
    
    
    
    
    12,073.6Shareholders equity
    
    
    1,265.1
    
    
    
    
    
    
    
    
    
    
    
    1,231.3Total
    
    $
    13,167.1
    
    
    
    
    
    
    
    
    
    
    $
    13,304.9Net interest revenue-FTE
    
    
    
    
    
    $
    114.3
    
    
    
    
    
    
    
    
    
    
    $
    112.0Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.77
    %
    
    
    
    
    
    
    
    
    
    
    3.67
    %Net interest rate spread
    
    
    
    
    
    
    
    
    
    
    3.49
    %
    
    
    
    
    
    
    
    
    
    
    3.29
    %Interest bearing liabilities to
interest earning assets
    
    
    
    
    
    
    
    
    
    
    82.90
    %
    
    
    
    
    
    
    
    
    
    
    84.22
    %
 
 (1)
    
    Includes taxable equivalent adjustment to interest of approximately $0.8 million for both of the three months ended
September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.(2)
    
    Non-accrual loans are included in Loans (net of unearned income).(3)
    
    Includes taxable equivalent adjustments to interest of approximately $0.1 million for both of the three months ended
September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.(4)
    
    Includes taxable equivalent adjustments to interest of approximately $1.2 million and $1.0 million for the three months
ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.(5)
    
    Includes taxable equivalent adjustment to interest of approximately $0.3 million and $0.4 million for the three months
ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%. 28




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Nine months ended September 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    Rate(Dollars in millions, yields on taxable equivalent basis)ASSETSLoans and leases (net of unearned
income) (1)(2)
    
    $
    9,729.0
    
    
    $
    390.4
    
    
    
    5.37
    %
    
    $
    9,371.5
    
    
    $
    453.3
    
    
    
    6.46
    %Loans held for sale
    
    
    130.4
    
    
    
    3.2
    
    
    
    3.27
    %
    
    
    152.6
    
    
    
    5.6
    
    
    
    4.86
    %Held-to-maturity securities:Taxable (3)
    
    
    1,061.6
    
    
    
    37.2
    
    
    
    4.68
    %
    
    
    1,312.4
    
    
    
    45.3
    
    
    
    4.61
    %Non-taxable (4)
    
    
    189.4
    
    
    
    9.9
    
    
    
    7.02
    %
    
    
    185.4
    
    
    
    9.3
    
    
    
    6.71
    %Available-for-sale securities:Taxable
    
    
    900.1
    
    
    
    26.4
    
    
    
    3.91
    %
    
    
    856.9
    
    
    
    27.1
    
    
    
    4.23
    %Non-taxable (5)
    
    
    71.1
    
    
    
    3.9
    
    
    
    7.29
    %
    
    
    96.5
    
    
    
    5.1
    
    
    
    7.11
    %Federal funds sold, securitiespurchased under agreement to resell
and short-term investments
    
    
    34.5
    
    
    
    0.1
    
    
    
    0.56
    %
    
    
    37.5
    
    
    
    0.9
    
    
    
    3.06
    %Total interest earning
assets and revenue
    
    
    12,116.1
    
    
    
    471.1
    
    
    
    5.20
    %
    
    
    12,012.8
    
    
    
    546.6
    
    
    
    6.08
    %Other assets
    
    
    1,277.6
    
    
    
    
    
    
    
    
    
    
    
    1,287.4Less: allowance for credit losses
    
    
    (143.6
    )
    
    
    
    
    
    
    
    
    
    
    (125.9
    )Total
    
    $
    13,250.1
    
    
    
    
    
    
    
    
    
    
    $
    13,174.3LIABILITIES AND
SHAREHOLDERS EQUITYDeposits:Demand  interest bearing
    
    $
    4,016.3
    
    
    $
    31.0
    
    
    
    1.03
    %
    
    $
    3,465.7
    
    
    $
    44.4
    
    
    
    1.71
    %Savings
    
    
    711.1
    
    
    
    2.8
    
    
    
    0.53
    %
    
    
    721.8
    
    
    
    4.2
    
    
    
    0.78
    %Other time
    
    
    3,594.6
    
    
    
    77.9
    
    
    
    2.90
    %
    
    
    4,033.3
    
    
    
    120.3
    
    
    
    3.98
    %Federal funds purchased,securities
sold under agreement to repurchase,
short-term FHLB borrowings
and other short term borrowings
    
    
    1,331.3
    
    
    
    2.0
    
    
    
    0.20
    %
    
    
    1,477.2
    
    
    
    22.9
    
    
    
    2.07
    %Junior subordinated debt securities
    
    
    160.3
    
    
    
    8.8
    
    
    
    7.31
    %
    
    
    160.3
    
    
    
    9.3
    
    
    
    7.76
    %Long-term FHLB borrowings
    
    
    286.3
    
    
    
    8.4
    
    
    
    3.94
    %
    
    
    275.8
    
    
    
    8.2
    
    
    
    3.98
    %Total interest bearing
liabilities and expense
    
    
    10,099.9
    
    
    
    130.9
    
    
    
    1.73
    %
    
    
    10,134.1
    
    
    
    209.3
    
    
    
    2.76
    %Demand deposits 
noninterest bearing
    
    
    1,735.0
    
    
    
    
    
    
    
    
    
    
    
    1,652.2Other liabilities
    
    
    163.5
    
    
    
    
    
    
    
    
    
    
    
    168.8Total liabilities
    
    
    11,998.4
    
    
    
    
    
    
    
    
    
    
    
    11,955.1Shareholders equity
    
    
    1,251.7
    
    
    
    
    
    
    
    
    
    
    
    1,219.2Total
    
    $
    13,250.1
    
    
    
    
    
    
    
    
    
    
    $
    13,174.3Net interest revenue-FTE
    
    
    
    
    
    $
    340.2
    
    
    
    
    
    
    
    
    
    
    $
    337.3Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.75
    %
    
    
    
    
    
    
    
    
    
    
    3.75
    %Net interest rate spread
    
    
    
    
    
    
    
    
    
    
    3.47
    %
    
    
    
    
    
    
    
    
    
    
    3.32
    %Interest bearing liabilities to
interest earning assets
    
    
    
    
    
    
    
    
    
    
    83.36
    %
    
    
    
    
    
    
    
    
    
    
    84.36
    %
 
 (1)
    
    Includes taxable equivalent adjustment to interest of approximately $2.5 million and $2.4 million for the three months
ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.(2)
    
    Non-accrual loans are included in Loans (net of unearned income).(3)
    
    Includes taxable equivalent adjustments to interest of approximately $0.4 million and $0.2 million for the three months
ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.(4)
    
    Includes taxable equivalent adjustments to interest of approximately $3.4 million and $3.2 million for the three months
ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.(5)
    
    Includes taxable equivalent adjustment to interest of approximately $1.4 million and $1.8 million for the three months
ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%. 29




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##### Table of Contents



Interest Rate Sensitivity
  30




---



##### Table of Contents



Interest Rate Sensitivity  Maturing or Repricing Opportunities91 Days
    
    
    Over One0 to 90
    
    
    to
    
    
    Year to
    
    
    OverDays
    
    
    One Year
    
    
    Five Years
    
    
    Five Years(In thousands)Interest earning assets:Interest bearing deposits with banks
    
    $
    43,067
    
    
    $
    
    
    
    $
    
    
    
    $
    Federal funds sold and securities purchased
under agreement to resell
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    Held-to-maturity securities
    
    
    169,031
    
    
    
    259,734
    
    
    
    560,961
    
    
    
    190,990Available-for-sale and trading securities
    
    
    72,822
    
    
    
    77,127
    
    
    
    383,499
    
    
    
    424,710Loans and leases, net of unearned income
    
    
    4,974,186
    
    
    
    1,643,719
    
    
    
    2,932,114
    
    
    
    207,925Loans held for sale
    
    
    58,694
    
    
    
    288
    
    
    
    1,743
    
    
    
    19,328Total interest earning assets
    
    
    5,392,800
    
    
    
    1,980,868
    
    
    
    3,878,317
    
    
    
    842,953Interest bearing liabilities:Interest bearing demand deposits and savings
    
    
    4,767,841
    
    
    
    
    
    
    
    
    
    
    
    Other time deposits
    
    
    1,048,989
    
    
    
    1,638,146
    
    
    
    1,015,791
    
    
    
    56,835Federal funds purchased and securities
sold under agreement to repurchase,
short-term FHLB borrowings and other
short-term borrowings
    
    
    916,203
    
    
    
    4,757
    
    
    
    95,414
    
    
    
    Long-term FHLB borrowings and junior
subordinated debt securities
    
    
    
    
    
    
    203,500
    
    
    
    54,281
    
    
    
    188,812Other
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    93Total interest bearing liabilities
    
    
    6,733,037
    
    
    
    1,846,403
    
    
    
    1,165,486
    
    
    
    245,740Interest rate sensitivity gap
    
    $
    (1,340,237
    )
    
    $
    134,465
    
    
    $
    2,712,831
    
    
    $
    597,213Cumulative interest sensitivity gap
    
    $
    (1,340,237
    )
    
    $
    (1,205,772
    )
    
    $
    1,507,059
    
    
    $
    2,104,272
 Interest Rate Risk Management
   31




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##### Table of Contents



Net Interest Income% Variance from Base Case ScenarioRate Shock
    
    September 30, 2009
    
    September 30, 2008+200 basis points
    
    
    -5.3
    %
    
    
    -3.9
    %-200 basis points
    
    
    n/a
    
    
    
    n/a
 Economic Value of Equity% Variance from Base Case ScenarioRate Shock
    
    September 30, 2009
    
    September 30, 2008+200 basis points
    
    
    -10.1
    %
    
    
    -9.1
    %-200 basis points
    
    
    n/a
    
    
    
    n/a
  Net Interest Income% Variance from Base Case ScenarioRate Ramp
    
    September 30, 2009
    
    September 30, 2008+200 basis points
    
    
    -4.4
    %
    
    
    -3.4
    %-200 basis points
    
    
    n/a
    
    
    
    n/a
 Provision for Credit Losses and Allowance for Credit Losses
   32




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##### Table of Contents



Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in thousands)Balance, beginning of period
    
    $
    138,747
    
    
    $
    123,478
    
    
    $
    132,793
    
    
    $
    115,197Loans and leases charged off:Commercial and industrial
    
    
    (3,913
    )
    
    
    (267
    )
    
    
    (6,130
    )
    
    
    (6,121
    )Real estateConsumer mortgages
    
    
    (2,669
    )
    
    
    (1,828
    )
    
    
    (11,619
    )
    
    
    (4,579
    )Home equity
    
    
    (1,278
    )
    
    
    (361
    )
    
    
    (3,537
    )
    
    
    (711
    )Agricultural
    
    
    (407
    )
    
    
    (19
    )
    
    
    (447
    )
    
    
    (31
    )Commercial and industrial-owner occupied
    
    
    (1,795
    )
    
    
    (67
    )
    
    
    (3,280
    )
    
    
    (1,459
    )Construction, acquisition and development
    
    
    (3,160
    )
    
    
    (6,975
    )
    
    
    (11,872
    )
    
    
    (9,124
    )Commercial
    
    
    (2,135
    )
    
    
    (203
    )
    
    
    (3,016
    )
    
    
    (203
    )Credit cards
    
    
    (1,204
    )
    
    
    (837
    )
    
    
    (3,652
    )
    
    
    (2,683
    )All other
    
    
    (939
    )
    
    
    (807
    )
    
    
    (2,564
    )
    
    
    (2,389
    )Total loans charged off
    
    
    (17,500
    )
    
    
    (11,364
    )
    
    
    (46,117
    )
    
    
    (27,300
    )Recoveries:Commercial and industrial
    
    
    320
    
    
    
    134
    
    
    
    567
    
    
    
    855Real estateConsumer mortgages
    
    
    132
    
    
    
    77
    
    
    
    615
    
    
    
    358Home equity
    
    
    28
    
    
    
    24
    
    
    
    33
    
    
    
    29Agricultural
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    Commercial and industrial-owner occupied
    
    
    31
    
    
    
    3
    
    
    
    287
    
    
    
    21Construction, acquisition and development
    
    
    31
    
    
    
    64
    
    
    
    121
    
    
    
    166Commercial
    
    
    108
    
    
    
    
    
    
    
    164
    
    
    
    Credit cards
    
    
    123
    
    
    
    92
    
    
    
    401
    
    
    
    220All other
    
    
    257
    
    
    
    333
    
    
    
    872
    
    
    
    1,247Total recoveries
    
    
    1,030
    
    
    
    727
    
    
    
    3,062
    
    
    
    2,896Net charge-offs
    
    
    (16,470
    )
    
    
    (10,637
    )
    
    
    (43,055
    )
    
    
    (24,404
    )Provision charged to operating expense
    
    
    22,514
    
    
    
    16,306
    
    
    
    55,053
    
    
    
    38,354Balance, end of period
    
    $
    144,791
    
    
    $
    129,147
    
    
    $
    144,791
    
    
    $
    129,147Average loans for period
    
    $
    9,750,159
    
    
    $
    9,529,731
    
    
    $
    9,729,050
    
    
    $
    9,371,480Ratios:Net charge-offs to average loans (annualized)
    
    
    0.68
    %
    
    
    0.45
    %
    
    
    0.59
    %
    
    
    0.35
    %Allowance for credit losses as a percentage of
loans and leases outstanding at period end
    
    
    1.48
    %
    
    
    1.35
    %
    
    
    1.49
    %
    
    
    1.35
    %Allowance for credit losses as a percentage of
non-performing loans and leases at period end
    
    
    129.70
    %
    
    
    198.16
    %
    
    
    119.90
    %
    
    
    198.16
    %
 33




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##### Table of Contents



September 30,
    
    
    December 31,2009
    
    
    2008
    
    
    2008Allowance
    
    
    % of
    
    
    Allowance
    
    
    % of
    
    
    Allowance
    
    
    % offor
    
    
    Total
    
    
    for
    
    
    Total
    
    
    for
    
    
    TotalCredit
    
    
    Loans
    
    
    Credit
    
    
    Loans
    
    
    Credit
    
    
    LoansLosses
    
    
    and Leases
    
    
    Losses
    
    
    and Leases
    
    
    Losses
    
    
    and Leases(Dollars in thousands)Commercial and industrial
    
    $
    20,137
    
    
    
    14.87
    %
    
    $
    17,026
    
    
    
    14.70
    %
    
    $
    19,150
    
    
    
    14.72
    %Real estateConsumer mortgages
    
    
    32,423
    
    
    
    20.88
    %
    
    
    29,986
    
    
    
    21.87
    %
    
    
    31,158
    
    
    
    21.52
    %Home equity
    
    
    6,498
    
    
    
    5.52
    %
    
    
    5,608
    
    
    
    5.19
    %
    
    
    5,689
    
    
    
    5.25
    %Agricultural
    
    
    3,859
    
    
    
    2.60
    %
    
    
    3,544
    
    
    
    2.45
    %
    
    
    3,167
    
    
    
    2.40
    %Commercial and
industrial-owner
occupied
    
    
    19,240
    
    
    
    14.62
    %
    
    
    18,782
    
    
    
    15.45
    %
    
    
    17,982
    
    
    
    15.04
    %Construction,
acquisition and
development
    
    
    30,158
    
    
    
    15.64
    %
    
    
    29,390
    
    
    
    17.34
    %
    
    
    29,771
    
    
    
    17.35
    %Commercial
    
    
    21,754
    
    
    
    18.06
    %
    
    
    17,366
    
    
    
    15.45
    %
    
    
    17,899
    
    
    
    16.11
    %Credit cards
    
    
    3,324
    
    
    
    1.05
    %
    
    
    1,187
    
    
    
    0.93
    %
    
    
    1,572
    
    
    
    0.96
    %All other
    
    
    7,398
    
    
    
    6.76
    %
    
    
    6,258
    
    
    
    6.62
    %
    
    
    6,405
    
    
    
    6.65
    %Total
    
    $
    144,791
    
    
    
    100.00
    %
    
    $
    129,147
    
    
    
    100.00
    %
    
    $
    132,793
    
    
    
    100.00
    %
 Noninterest Revenue
  34




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##### Table of Contents



Three months endedSeptember 30,2009
    
    
    2008
    
    
    % Change(Dollars in thousands)Mortgage lending
    
    $
    2,012
    
    
    $
    3,270
    
    
    
    (38.5
    )%Credit card, debit card and merchant fees
    
    
    8,902
    
    
    
    8,512
    
    
    
    4.6Service charges
    
    
    16,313
    
    
    
    17,687
    
    
    
    (7.8
    )Trust income
    
    
    2,435
    
    
    
    2,507
    
    
    
    (2.9
    )Securities gains, net
    
    
    
    
    
    
    100
    
    
    
    (100.0
    )Insurance commissions
    
    
    20,134
    
    
    
    21,779
    
    
    
    (7.6
    )Annuity fees
    
    
    572
    
    
    
    1,542
    
    
    
    (62.9
    )Brokerage commissions and fees
    
    
    1,349
    
    
    
    1,390
    
    
    
    (2.9
    )Loss on sale and writedown of OREO
    
    
    (2,926
    )
    
    
    (1,433
    )
    
    
    104.2Bank owned life insurance
    
    
    3,222
    
    
    
    1,866
    
    
    
    72.7Other miscellaneous income
    
    
    7,536
    
    
    
    6,213
    
    
    
    21.3Total noninterest revenue
    
    $
    59,549
    
    
    $
    63,433
    
    
    
    (6.1
    )%
 Nine months endedSeptember 30,2009
    
    
    2008
    
    
    % Change(Dollars in thousands)Mortgage lending
    
    $
    23,623
    
    
    $
    14,320
    
    
    
    65.0
    %Credit card, debit card and merchant fees
    
    
    26,361
    
    
    
    25,334
    
    
    
    4.1Service charges
    
    
    46,040
    
    
    
    50,619
    
    
    
    (9.0
    )Trust income
    
    
    6,684
    
    
    
    7,002
    
    
    
    (4.5
    )Securities gains, net
    
    
    47
    
    
    
    377
    
    
    
    (87.5
    )Insurance commissions
    
    
    63,354
    
    
    
    67,909
    
    
    
    (6.7
    )Annuity fees
    
    
    2,660
    
    
    
    5,490
    
    
    
    (51.5
    )Brokerage commissions and fees
    
    
    3,413
    
    
    
    4,338
    
    
    
    (21.3
    )Loss on sale and writedown of OREO
    
    
    (5,190
    )
    
    
    (2,592
    )
    
    
    100.2Bank owned life insurance
    
    
    6,772
    
    
    
    5,467
    
    
    
    23.9Other miscellaneous income
    
    
    31,817
    
    
    
    24,666
    
    
    
    29.0Total noninterest revenue
    
    $
    205,581
    
    
    $
    202,930
    
    
    
    1.3
    %
    35




---



##### Table of Contents



Three months endedSeptember 30,2009
    
    
    2008Amount
    
    
    Amount
    
    
    % Change(Dollars in thousands)Origination revenue
    
    $
    3,284
    
    
    $
    1,852
    
    
    
    77.3
    %Servicing:Servicing revenue
    
    
    2,837
    
    
    
    2,427
    
    
    
    16.9Decline in fair value
    
    
    (4,109
    )
    
    
    (1,009
    )
    
    
    307.2Total
    
    
    (1,272
    )
    
    
    1,418
    
    
    NMMortgage revenue
    
    $
    2,012
    
    
    $
    3,270
    
    
    
    (38.5
    )(Dollars in millions)Origination volume
    
    $
    296
    
    
    $
    199
    
    
    
    48.7
  Nine months endedSeptember 30,2009
    
    
    2008Amount
    
    
    Amount
    
    
    % Change(Dollars in thousands)Origination revenue
    
    $
    20,258
    
    
    $
    6,605
    
    
    
    206.7
    %Servicing:Servicing revenue
    
    
    7,980
    
    
    
    7,197
    
    
    
    10.9Decline in fair value
    
    
    (4,615
    )
    
    
    518
    
    
    NMTotal
    
    
    3,365
    
    
    
    7,715
    
    
    
    (56.4
    )Mortgage revenue
    
    $
    23,623
    
    
    $
    14,320
    
    
    
    65.0(Dollars in millions)Origination volume
    
    $
    1,228
    
    
    $
    745
    
    
    
    64.8Mortgage loans serviced
    
    $
    3,355
    
    
    $
    2,977
    
    
    
    12.7NM=not meaningful
  36




---



##### Table of Contents



Noninterest Expense
  Three months endedSeptember 30,2009
    
    
    2008
    
    
    % Change(Dollars in thousands)Salaries and employee benefits
    
    $
    70,353
    
    
    $
    68,865
    
    
    
    2.2
    %Occupancy, net of rental income
    
    
    10,720
    
    
    
    10,340
    
    
    
    3.7Equipment
    
    
    5,853
    
    
    
    6,214
    
    
    
    (5.8
    )Deposit insurance assessments
    
    
    3,402
    
    
    
    717
    
    
    
    374.5Advertising
    
    
    3,197
    
    
    
    2,409
    
    
    
    32.7Telecommunications
    
    
    2,219
    
    
    
    2,166
    
    
    
    2.4Public relations
    
    
    1,467
    
    
    
    1,735
    
    
    
    (15.4
    )Data processing
    
    
    1,542
    
    
    
    1,460
    
    
    
    5.6Computer software
    
    
    1,782
    
    
    
    1,618
    
    
    
    10.1Amortization of intangibles
    
    
    1,195
    
    
    
    1,482
    
    
    
    (19.4
    )Legal
    
    
    1,570
    
    
    
    1,322
    
    
    
    18.8Postage and shipping
    
    
    1,216
    
    
    
    1,286
    
    
    
    (5.4
    )Other miscellaneous expense
    
    
    15,230
    
    
    
    16,445
    
    
    
    (7.4
    )Total noninterest expense
    
    $
    119,746
    
    
    $
    116,059
    
    
    
    3.2
    %
 37




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##### Table of Contents



Nine months endedSeptember 30,2009
    
    
    2008
    
    
    % Change(Dollars in thousands)Salaries and employee benefits
    
    $
    211,808
    
    
    $
    207,161
    
    
    
    2.2
    %Occupancy, net of rental income
    
    
    31,211
    
    
    
    29,539
    
    
    
    5.7Equipment
    
    
    17,930
    
    
    
    18,892
    
    
    
    (5.1
    )Deposit insurance assessments
    
    
    15,886
    
    
    
    1,408
    
    
    
    1,028.3Advertising
    
    
    5,258
    
    
    
    6,081
    
    
    
    (13.5
    )Telecommunications
    
    
    6,651
    
    
    
    6,499
    
    
    
    2.3Public relations
    
    
    4,595
    
    
    
    5,046
    
    
    
    (8.9
    )Data processing
    
    
    4,814
    
    
    
    4,095
    
    
    
    17.6Computer software
    
    
    5,501
    
    
    
    5,198
    
    
    
    5.8Amortization of intangibles
    
    
    3,817
    
    
    
    4,486
    
    
    
    (14.9
    )Legal
    
    
    4,047
    
    
    
    3,553
    
    
    
    13.9Postage and shipping
    
    
    3,685
    
    
    
    3,957
    
    
    
    (6.9
    )Other miscellaneous expense
    
    
    46,263
    
    
    
    45,678
    
    
    
    1.3Total noninterest expense
    
    $
    361,466
    
    
    $
    341,593
    
    
    
    5.8
    %
  Income Tax
  38




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##### Table of Contents



FINANCIAL CONDITION
 Earning Assets
         39




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##### Table of Contents



90+ Days
    
    
    
    
    
    
    Restructured
    
    
    
    
    
    
    NPLs as aPast Due still
    
    
    Non-accruing
    
    
    Loans, still
    
    
    
    
    
    
    % ofLoans and leases, net of unearned
    
    Outstanding
    
    
    Accruing
    
    
    Loans
    
    
    accruing
    
    
    NPLs
    
    
    Outstanding(Dollars in thousands)Commercial and industrial
    
    $
    1,442,344
    
    
    $
    900
    
    
    $
    6,489
    
    
    $
    120
    
    
    $
    7,509
    
    
    
    0.5
    %Real estateConsumer mortgages
    
    
    2,046,433
    
    
    
    14,189
    
    
    
    12,433
    
    
    
    452
    
    
    
    27,074
    
    
    
    1.3Home equity
    
    
    540,875
    
    
    
    707
    
    
    
    1,879
    
    
    
    
    
    
    
    2,586
    
    
    
    0.5Agricultural
    
    
    254,647
    
    
    
    289
    
    
    
    2,647
    
    
    
    
    
    
    
    2,936
    
    
    
    1.2Commercial and
industrial-owner occupied
    
    
    1,432,859
    
    
    
    1,342
    
    
    
    5,044
    
    
    
    
    
    
    
    6,386
    
    
    
    0.4Construction, acquisition and
development
    
    
    1,533,622
    
    
    
    1,477
    
    
    
    39,989
    
    
    
    4,291
    
    
    
    45,757
    
    
    
    3.0Commercial
    
    
    1,770,066
    
    
    
    305
    
    
    
    12,228
    
    
    
    237
    
    
    
    12,770
    
    
    
    0.7Credit cards
    
    
    103,208
    
    
    
    373
    
    
    
    850
    
    
    
    3,083
    
    
    
    4,306
    
    
    
    4.2All other
    
    
    633,890
    
    
    
    1,117
    
    
    
    1,173
    
    
    
    22
    
    
    
    2,312
    
    
    
    0.4Total
    
    $
    9,757,944
    
    
    $
    20,699
    
    
    $
    82,732
    
    
    $
    8,205
    
    
    $
    111,636
    
    
    
    1.1
    %
  90+ Days
    
    
    
    
    
    
    Restructured
    
    
    
    
    
    
    NPLs as aReal Estate Construction,
    
    
    
    
    
    Past Due still
    
    
    Non-accruing
    
    
    Loans, still
    
    
    
    
    
    
    % ofAcquisition and Development
    
    Outstanding
    
    
    Accruing
    
    
    Loans
    
    
    accruing
    
    
    NPLs
    
    
    Outstanding(Dollars in thousands)Multi-family construction
    
    $
    9,717
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    %Condominiums
    
    
    18,654
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    One-to-four family construction
    
    
    284,466
    
    
    
    249
    
    
    
    6,489
    
    
    
    953
    
    
    
    7,691
    
    
    
    2.7Recreation and all other loans
    
    
    47,065
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial construction
    
    
    279,215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial acquisition and
development
    
    
    272,772
    
    
    
    83
    
    
    
    4,304
    
    
    
    
    
    
    
    4,387
    
    
    
    1.6Residential acquisition and
development
    
    
    621,733
    
    
    
    1,145
    
    
    
    29,196
    
    
    
    3,338
    
    
    
    33,679
    
    
    
    5.4Total
    
    $
    1,533,622
    
    
    $
    1,477
    
    
    $
    39,989
    
    
    $
    4,291
    
    
    $
    45,757
    
    
    
    3.0
    %
 Deposits and Other Interest Bearing Liabilities
  September 30,
    
    
    December 31,2009
    
    
    2008
    
    
    % Change(Dollars in millions)Noninterest bearing
demand
    
    $
    1,769
    
    
    $
    1,735
    
    
    
    2.0
    %Interest bearing demand
    
    
    4,055
    
    
    
    3,904
    
    
    
    3.9Savings
    
    
    713
    
    
    
    678
    
    
    
    5.2Other time
    
    
    3,760
    
    
    
    3,394
    
    
    
    10.8Total deposits
    
    $
    10,297
    
    
    $
    9,711
    
    
    
    6.0
    %
  40




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##### Table of Contents



Liquidity and Capital Resources
     Off-Balance Sheet Arrangements
  Regulatory Requirements for Capital
  41




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##### Table of Contents



September 30, 2009
    
    December 31, 2008Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)BancorpSouth, Inc.Tier I capital (to risk-weighted assets)
    
    $1,162,621
    
    11.39
    %
    $
    1,123,028
    
    
    
    10.79
    %Total capital (to risk-weighted assets)
    
    1,290,580
    
    12.64
    
    
    1,253,174
    
    
    
    12.04Tier I leverage capital (to average
assets)
    
    1,162,621
    
    9.03
    
    
    1,123,028
    
    
    
    8.65
  September 30, 2009
    
    December 31, 2008Amount
    
    Ratio
    
    Amount
    
    Ratio(Dollars in thousands)BancorpSouth BankTier I capital (to risk-weighted assets)
    
    $
    1,138,813
    
    
    
    11.17
    %
    
    $
    1,076,473
    
    
    
    10.35
    %Total capital (to risk-weighted assets)
    
    
    1,266,633
    
    
    
    12.42
    
    
    
    1,206,619
    
    
    
    11.61Tier I leverage capital (to average
assets)
    
    
    1,138,812
    
    
    
    8.87
    
    
    
    1,076,473
    
    
    
    8.30
  Uses of Capital
   42




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##### Table of Contents



Certain Litigation Contingencies
   CRITICAL ACCOUNTING POLICIES
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4. CONTROLS AND PROCEDURES.
  
 PART II
OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  43




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##### Table of Contents



ITEM 6. EXHIBITS.
 (3)
    
    (a)
    
    Restated Articles of Incorporation, as amended. (1)(b)
    
    Bylaws, as amended and restated. (2)(c)
    
    Amendment No. 1 to Amended and Restated Bylaws. (3)(d)
    
    Amendment No. 2 to Amended and Restated Bylaws. (4)(e)
    
    Amendment No. 3 to Amended and Restated Bylaws. (4)(4)
    
    (a)
    
    Specimen Common Stock Certificate. (5)(b)
    
    Rights Agreement, dated as of April 24, 1991, including as Exhibit A the forms
of Rights Certificate and of Election to Purchase and as Exhibit B the summary of
Rights to Purchase Common Shares. (6)(c)
    
    First Amendment to Rights Agreement, dated as of March 28, 2001. (7)(d)
    
    Amended and Restated Certificate of Trust of BancorpSouth Capital Trust I. (8)(e)
    
    Second Amended and Restated Trust Agreement of BancorpSouth Capital Trust I,
dated as of January 28, 2002, between BancorpSouth, Inc., The Bank of New York, The
Bank of New York (Delaware) and the Administrative Trustees named therein. (9)(f)
    
    Junior Subordinated Indenture, dated as of January 28, 2002, between
BancorpSouth, Inc. and The Bank of New York. (9)(g)
    
    Guarantee Agreement, dated as of January 28, 2002, between BancorpSouth, Inc.
and The Bank of New York. (9)(h)
    
    Junior Subordinated Debt Security Specimen. (9)(i)
    
    Trust Preferred Security Certificate for BancorpSouth Capital Trust I. (9)(j)
    
    Certain instruments defining the rights of certain holders of long-term debt
securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to
the SEC upon request.(10)
    
    (a)
    
    Restricted Stock Agreement, dated July 22, 2009, between BancorpSouth, Inc. and
Aubrey B. Patterson. (10)(31.1)
    
    
    
    Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to Rule 13a-14
or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*(31.2)
    
    
    
    Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to Rule 13a-14
or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*(32.1)
    
    
    
    Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*(32.2)
    
    
    
    Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 (1)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the three months ended
June 30, 2009 (file number 1-12991) and incorporated by reference thereto.(2)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 1998 (file number 1-12991) and incorporated by reference thereto.(3)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 2000 (file number 1-12991) and incorporated by reference thereto.(4)
    
    Filed as exhibits 3.1 and 3.2 to the Companys Current Report on Form 8-K filed on January
26, 2007 (File number 1-12991) and incorporated by reference thereto.(5)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 1994 (file number 0-10826) and incorporated by reference thereto.(6)
    
    Filed as exhibit 1 to the Companys registration statement on Form 8-A filed on April 24,
1991 (file number 0-10826) and incorporated by reference thereto.(7)
    
    Filed as exhibit 2 to the Companys amended registration statement on Form 8-A/A filed on
March 28, 2001 (file number 1-12991) and incorporated by reference thereto.(8)
    
    Filed as exhibit 4.12 to the Companys registration statement on Form S-3 filed on November
2, 2001 (Registration No. 33-72712) and incorporated by reference thereto. 44




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##### Table of Contents



(9)
    
    Filed as an exhibit to the Companys Current Report on Form 8-K filed on January 28, 2002
(file number 1-12991) and incorporated by reference thereto.(10)
    
    Filed as an exhibit to the Companys Current Report on Form 8-K filed on July 24, 2009 (file
number 1-12991) and incorporated by reference thereto.*
    
    Filed herewith. 45




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##### Table of Contents



SIGNATURES
  BancorpSouth, Inc. 
(Registrant)DATE:  November 6, 2009
    /s/ William L. PraterWilliam L. PraterTreasurer and
Chief Financial Officer 46




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit No.
    
    Description(3)
    
    (a)
    
    Restated Articles of Incorporation, as amended. (1)(b)
    
    Bylaws, as amended and restated. (2)(c)
    
    Amendment No. 1 to Amended and Restated Bylaws. (3)(d)
    
    Amendment No. 2 to Amended and Restated Bylaws. (4)(e)
    
    Amendment No. 3 to Amended and Restated Bylaws. (4)(4)
    
    (a)
    
    Specimen Common Stock Certificate. (5)(b)
    
    Rights Agreement, dated as of April 24, 1991, including as Exhibit A the forms
of Rights Certificate and of Election to Purchase and as Exhibit B the summary of
Rights to Purchase Common Shares. (6)(c)
    
    First Amendment to Rights Agreement, dated as of March 28, 2001. (7)(d)
    
    Amended and Restated Certificate of Trust of BancorpSouth Capital Trust I. (8)(e)
    
    Second Amended and Restated Trust Agreement of BancorpSouth Capital Trust I,
dated as of January 28, 2002, between BancorpSouth, Inc., The Bank of New York, The
Bank of New York (Delaware) and the Administrative Trustees named therein. (9)(f)
    
    Junior Subordinated Indenture, dated as of January 28, 2002, between
BancorpSouth, Inc. and The Bank of New York. (9)(g)
    
    Guarantee Agreement, dated as of January 28, 2002, between BancorpSouth, Inc.
and The Bank of New York. (9)(h)
    
    Junior Subordinated Debt Security Specimen. (9)(i)
    
    Trust Preferred Security Certificate for BancorpSouth Capital Trust I. (9)(j)
    
    Certain instruments defining the rights of certain holders of long-term debt
securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to
the SEC upon request.(10)
    
    (a)
    
    Restricted Stock Agreement, dated July 22, 2009, between BancorpSouth, Inc. and
Aubrey B. Patterson. (10)(31.1)
    
    
    
    Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to Rule 13a-14
or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*(31.2)
    
    
    
    Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to Rule 13a-14
or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*(32.1)
    
    
    
    Certification of the Chief Executive Officer of BancorpSouth, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*(32.2)
    
    
    
    Certification of the Chief Financial Officer of BancorpSouth, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 (1)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the three months ended
June 30, 2009 (file number 1-12991) and incorporated by reference thereto.(2)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 1998 (file number 1-12991) and incorporated by reference thereto.(3)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 2000 (file number 1-12991) and incorporated by reference thereto.(4)
    
    Filed as exhibits 3.1 and 3.2 to the Companys Current Report on Form 8-K filed on January
26, 2007 (File number 1-12991) and incorporated by reference thereto.(5)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 1994 (file number 0-10826) and incorporated by reference thereto.(6)
    
    Filed as exhibit 1 to the Companys registration statement on Form 8-A filed on April 24,
1991 (file number 0-10826) and incorporated by reference thereto. 47




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##### Table of Contents



(7)
    
    Filed as exhibit 2 to the Companys amended registration statement on Form 8-A/A filed on
March 28, 2001 (file number 1-12991) and incorporated by reference thereto.(8)
    
    Filed as exhibit 4.12 to the Companys registration statement on Form S-3 filed on November
2, 2001 (Registration No. 33-72712) and incorporated by reference thereto.(9)
    
    Filed as an exhibit to the Companys Current Report on Form 8-K filed on January 28, 2002
(file number 1-12991) and incorporated by reference thereto.(10)
    
    Filed as an exhibit to the Companys Current Report on Form 8-K filed on July 24, 2009 (file
number 1-12991) and incorporated by reference thereto.*
    
    Filed herewith. 48