UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

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 1-12991

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi		64-0659571
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi		38804
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (662) 680-2000

Securities registered pursuant to Section 12(b) of the Act:

		Name of Each Exchange on
Title of Each Class		Which Registered
Common stock, $2.50 par value		New York Stock Exchange
Common stock purchase rights		New York Stock Exchange
Guarantee of 8.15% Preferred Securities
of BancorpSouth Capital Trust I

Securities registered pursuant to Section 12(g) of the Act:

Common stock, $2.50 par value
Common stock purchase rights
Guarantee of 8.15% Preferred Securities of BancorpSouth Capital Trust I

(Title of Class)

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One): Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

     The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2005 was approximately $1,752,000,000, based on the last reported sale price per share of the registrant’s common stock as reported on the New York Stock Exchange on June 30, 2005.

     As of March 2, 2006, the registrant had outstanding 79,240,587 shares of common stock, par value $2.50 per share.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the definitive Proxy Statement used in connection with registrant’s 2006 Annual Meeting of Shareholders, to be held April 26, 2006, are incorporated by reference into Part III of this Report.

 

 

BANCORPSOUTH, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 2005

TABLE OF CONTENTS

PART I
Item 1.		Business			3
Item 1A.		Risk Factors			16
Item 1B.		Unresolved Staff Comments			20
Item 2.		Properties			20
Item 3.		Legal Proceedings			21
Item 4.		Submission of Matters to a Vote of Security Holders			21
PART II
Item 5.		Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities			21
Item 6.		Selected Financial Data			22
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			39
Item 8.		Financial Statements and Supplementary Data			41
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			78
Item 9A.		Controls and Procedures			78
Item 9B.		Other Information			78
PART III
Item 10.		Directors and Executive Officers of the Registrant			79
Item 11.		Executive Compensation			81
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			81
Item 13.		Certain Relationships and Related Transactions			81
Item 14.		Principal Accountant Fees and Services			82
PART IV
Item 15.		Exhibits and Financial Statement Schedules			82
EX-10.V CHANGE IN CONTROL AGREEMENT FOR LARRY BATEMAN
EX-11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
EX-21 SUBSIDIARIES OF THE REGISTRANT
EX-23 CONSENT OF INDEPENDENT ACCOUNTANTS
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
EX-31.2 SECTION 906 CERTIFICATION OF THE CFO

PART I

ITEM 1. BUSINESS.

GENERAL

     BancorpSouth, Inc. (the “Company”) is a financial holding company incorporated in 1982. Through its principal bank subsidiary, BancorpSouth Bank (the “Bank”), the Company conducts commercial banking and financial services operations in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana. At December 31, 2005, the Company and its subsidiaries had total assets of approximately $11.77 billion and total deposits of approximately $9.61 billion. The Company’s principal office is located at One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804 and its telephone number is (662) 680-2000.

     The Company’s Internet website address is www.bancorpsouth.com. The Company makes available free of charge through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The Company’s Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K (this “Report”).

DESCRIPTION OF BUSINESS

     The Bank has its principal office in Tupelo, Lee County, Mississippi, and conducts a general commercial banking and trust business through 268 offices in 133 municipalities or communities in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana. The Bank has grown through the acquisition of other banks and insurance agencies and through the opening of new branches and offices.

     The Bank and its subsidiaries provide a range of financial services to individuals and small-to-medium size businesses. The Bank operates investment services, credit insurance and insurance agency subsidiaries which engage in investment brokerage services, credit insurance sales and sales of other insurance products. The Bank’s trust department offers a variety of services including personal trust and estate services, certain employee benefit accounts and plans, including individual retirement accounts, and limited corporate trust functions. All of the Company’s assets are located in the United States and all of its revenues generated from external customers originate within the United States.

     The Company has registered the trademarks “BancorpSouth,” both typed form and design, and “Bank of Mississippi,” both typed form and design, with the U.S. Patent and Trademark Office. The trademark “BancorpSouth” will expire in 2011, and “Bank of Mississippi” will expire in 2010, unless the Company extends these trademarks for additional 10 year periods. Registrations of trademarks with the U.S. Patent and Trademark Office generally may be renewed and continue indefinitely, provided that the Company continues to use these trademarks and files appropriate maintenance and renewal documentation with the U.S. Patent and Trademark Office at times required by the federal trademark laws and regulations.

     At December 31, 2005, the Company and its subsidiaries had approximately 4,008 full-time equivalent employees. The Company and its subsidiaries are not a party to any collective bargaining agreements and employee relations are considered to be good.

COMPETITION

     Vigorous competition exists in all major areas where the Bank is engaged in business. The Bank competes for available loans and depository accounts with state and national commercial banks as well as savings and loan associations, insurance companies, credit unions, money market mutual funds, automobile finance companies and financial services companies. None of these competitors is dominant in the entire area served by the Bank.

     The principal areas of competition in the banking industry center on a financial institution’s ability and willingness to provide credit on a timely and competitively priced basis, to offer a sufficient range of deposit and investment opportunities at a competitive price and maturity, and to offer personal and other services of sufficient quality and at competitive prices. The Company and its subsidiaries believe they can compete effectively in all these areas.

REGULATION AND SUPERVISION

     The following is a brief summary of the regulatory environment in which the Company and its subsidiaries operate and is not designed to be a complete discussion of all statutes and regulations affecting such operations, including those statutes and regulations specifically mentioned herein. Changes in these applicable laws, and their application by regulatory and law enforcement agencies, cannot necessarily be predicted, but could have a material effect on the business and results of the Company and its subsidiaries.

     The Company is a financial holding company regulated as such under the Bank Holding Company Act of 1956 (the “Bank Holding Company Act”) with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and is subject to regulation and supervision by the Federal Reserve. The Company is required to file annual reports with the Federal Reserve and such other information as it may require. The Federal Reserve may also conduct examinations of the Company. According to Federal Reserve policy, a financial holding company must act as a source of financial strength to its subsidiary banks and to commit resources to support each such subsidiary. This support may be required at times when a financial holding company may not be able to provide such support.

     The Bank is incorporated under the banking laws of the State of Mississippi and is subject to the applicable provisions of Mississippi banking laws and the laws of various states in which it operates, as well as federal law. The Bank is subject to the supervision of the Mississippi Department of Banking and Consumer Finance and to regular examinations by that department. Deposits in the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) and, therefore, the Bank is subject to the provisions of the Federal Deposit Insurance Act and to examination by the FDIC. FDIC regulations require that management report annually on its responsibility for preparing its institution’s financial statements, and establishing and maintaining an internal control structure and procedures for financial reporting and compliance with designated laws and regulations concerning safety and soundness. The Bank is not a member of the Federal Reserve.

     The Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) permits, among other things, the acquisition of savings associations by financial holding companies, irrespective of their financial condition, and increased the deposit insurance premiums for banks and savings associations. FIRREA also provides that commonly controlled federally insured financial institutions must reimburse the FDIC for losses incurred by the FDIC in connection with the default of another commonly controlled financial institution or in connection with the provision of FDIC assistance to such a commonly controlled financial institution in danger of default. Reimbursement liability under FIRREA is superior to any obligations to shareholders of such federally insured institutions (including a financial holding company such as the Company if it were to acquire another federally insured financial institution), arising as a result of their status as shareholders of a reimbursing financial institution.

     The Company and the Bank are subject to the provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”). This statute provides for increased funding for the FDIC’s deposit insurance fund and expands the regulatory powers of federal banking agencies to permit prompt corrective actions to resolve problems of insured depository institutions through the regulation of banks and their affiliates, including financial holding companies. Its provisions are designed to minimize the potential loss to depositors and to FDIC insurance funds if financial institutions default on their obligations to depositors or become in danger of default. Among other things, FDICIA provides a framework for a system of supervisory actions based primarily on the capital levels of financial institutions. FDICIA also provides for a risk-based deposit insurance premium structure. The FDIC charges an annual assessment for the insurance of deposits based on the risk a particular institution poses to its deposit insurance fund. While most of the Company’s deposits are in the Bank Insurance Fund, certain other of the Company’s deposits which were acquired from thrifts over the years remain in the Savings Association Insurance Fund.

     The Company is required to comply with the risk-based capital guidelines established by the Federal Reserve and with other tests relating to capital adequacy that the Federal Reserve adopts from time to time. See Note 20 to the Company’s Consolidated Financial Statements included in this Report for a discussion of the Company’s capital amounts and ratios.

     The Company is a legal entity that is separate and distinct from its subsidiaries. There are various legal limitations on the extent to which the Bank may extend credit, pay dividends or otherwise supply funds to the Company or its affiliates. In particular, the Bank is subject to certain restrictions imposed by federal law, including without limitation, sections 23A and 23B of the Federal Reserve Act, on any extensions of credit to the Company or, with certain exceptions, other affiliates.

     The primary source of funds for dividends paid to the Company’s shareholders is dividends paid to the Company by the Bank. Various federal and state laws limit the amount of dividends that the Bank may pay to the Company without regulatory approval. Under Mississippi law, the Bank must obtain written approval of the Commissioner of the Mississippi Department of Banking and Consumer Finance prior to paying any dividend on the Bank’s common stock. Under FDICIA, the Bank may not pay any dividends, if after paying the dividend, it would be undercapitalized under applicable capital requirements. The FDIC also has the authority to prohibit the Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of the Bank, could include the payment of dividends.

     In addition, the Federal Reserve has the authority to prohibit the payment of dividends by a financial holding company if its actions constitute unsafe or unsound practices. In 1985, the Federal Reserve issued a policy statement on the payment of cash dividends by bank holding companies, which outlined the Federal Reserve’s view that a bank holding company that is experiencing earnings weaknesses or other financial pressures should not pay cash dividends that exceed its net income, that are inconsistent with its capital position or that could only be funded in ways that weaken its financial health, such as by borrowing or selling assets. The Federal Reserve indicated that, in some instances, it may be appropriate for a bank holding company to eliminate its dividends.

     In September 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (“IBBEA”) was signed into law. IBBEA permits adequately capitalized and managed financial holding companies to acquire control of banks in states other than their home states, subject to federal regulatory approval, without regard to whether such a transaction is prohibited by the laws of any state. IBBEA permits states to continue to require that an acquired bank must have been in existence for a certain minimum time period that may not exceed five years. A financial holding company may not, following an interstate acquisition, control more than 10% of the nation’s total amount of bank deposits or 30% of bank deposits in the relevant state (unless the state enacts legislation to raise the 30% limit). States retain the ability to adopt legislation to effectively lower the 30% limit. Federal banking regulators may approve merger transactions involving banks located in different states, without regard to laws of any state prohibiting such transactions; provided, however, that mergers may not be approved with respect to banks located in a state that, prior to June 1, 1997, enacted legislation prohibiting mergers by banks located in such state with out-of-state institutions. Federal banking regulators may permit an out-of-state bank to open new branches in another state if such state has enacted legislation permitting interstate branching. Affiliated institutions are authorized to accept deposits for existing accounts, renew time deposits and close and service loans for affiliated institutions without being deemed an impermissible branch of the affiliate.

     The Community Reinvestment Act of 1997 (“CRA”) and its implementing regulations are intended to encourage regulated financial institutions to meet the credit needs of their local community or communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of such financial institutions. The regulations provide that the appropriate regulatory authority will assess reports under CRA in connection with applications for establishment of domestic branches, acquisitions of banks or mergers involving financial holding companies. An unsatisfactory rating under CRA may serve as a basis to deny an application to acquire or establish a new bank, to establish a new branch or to expand banking services. As of December 31, 2005, the Company had a “satisfactory” rating under CRA.

     Under the Gramm-Leach-Bliley Act of 1999 (the “GLBA”), banks may associate with a company engaged principally in securities activities. The GLBA also permits a bank holding company to elect to become a “financial holding company,” allowing it to exercise expanded financial powers. Financial holding company powers relate to financial activities that are determined by the Federal Reserve to be financial in nature, incidental to an activity that is financial in nature or complementary to a financial activity (provided that the complementary activity does not pose a safety and soundness risk). The GLBA expressly characterizes certain activities as financial in nature, including lending activities, underwriting and selling insurance, providing financial or investment advice, securities underwriting, dealing and making markets in securities and merchant banking. In order to qualify as a financial holding company, a bank holding company’s depository subsidiaries must be both well-capitalized and well-managed and must have at least a satisfactory rating under CRA. The Company elected to become a financial holding company during 2004.

     In addition, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as recently extended and revised by the PATRIOT Improvement and Reauthorization Act of 2005 (the “USA Patriot Act”), requires each financial institution (i) to establish an anti-money laundering program; (ii) to establish due diligence policies, procedures and controls with respect to its private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign financial institutions; and (iii) to avoid establishing, maintaining, administering or managing correspondent accounts in the United States for, or on behalf

of, foreign financial institutions that do not have a physical presence in any country. The USA Patriot Act also requires that financial institutions must follow certain minimum standards to verify the identity of customers, both foreign and domestic, when a customer opens an account. In addition, the USA Patriot Act contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities.

     The activities of the Company and its subsidiaries are also subject to regulation under other various federal laws, including the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practice Act, the Electronic Funds Transfer Act and the Currency and Foreign Transactions Reporting Act (Bank Secrecy Act), among others, as well as various state laws.

     The GLBA and other federal and state laws, as well as the various guidelines adopted by the Federal Reserve and the FDIC, provide for minimum standards of privacy to protect the confidentiality of the personal information of customers and to regulate the use of such information by financial institutions. The Company and its subsidiaries have adopted a customer information security program to comply with these regulatory requirements.

     The Bank’s insurance subsidiaries are regulated by the insurance regulatory authorities and applicable laws and regulations of the states in which they operate.

     The Bank’s investment services subsidiary is regulated as a registered investment adviser and broker-dealer by federal and/or state securities regulations and self-regulatory authorities.

     On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) was signed into law. The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws.

     In addition, there have been a number of legislative and regulatory proposals that would have an impact on the operation of financial holding companies and their bank and non-bank subsidiaries. Management is not able to predict whether or in what form these proposals may be adopted in the future and, if adopted, what their effect will be on the Company and its subsidiaries.

LENDING ACTIVITIES

     The Bank’s lending activities include both commercial and consumer loans. Loan originations are derived from a number of sources including real estate broker referrals, mortgage loan companies, direct solicitation by the Bank’s loan officers, existing depositors and borrowers, builders, attorneys, walk-in customers and, in some instances, other lenders. The Bank has established systematic procedures for approving and monitoring loans that vary depending on the size and nature of the loan, and applies these procedures in a disciplined manner.

Commercial Lending

     The Bank offers a variety of commercial loan services including term loans, lines of credit, equipment and receivable financing and agricultural loans. A broad range of short-to-medium term commercial loans, both secured and unsecured, are made available to businesses for working capital (including inventory and receivables), business expansion (including acquisition and development of real estate and improvements), and the purchase of equipment and machinery. At times, the Bank also makes construction loans to real estate developers for the acquisition, development and construction of residential subdivisions.

     Commercial loans are granted based on the borrower’s ability to generate cash flow to support its debt obligations and other cash related expenses. A borrower’s ability to repay commercial loans is substantially dependent on the success of the business itself and on the quality of its management. As a general practice, the Bank takes as collateral a security interest in any available real estate, equipment, inventory, receivables or other personal property, although such loans may also be made infrequently on an unsecured basis. In many instances, the Bank requires personal guaranties of its commercial loans to provide additional credit support.

     The Bank has had very little exposure as an agricultural lender. Crop production loans have been either fully supported by the collateral and financial strength of the borrower, or else a 90% loan guaranty has been obtained through the Farm Service Agency on such loans.

Residential Consumer Lending

     A portion of the Bank’s lending activities consists of the origination of fixed and adjustable rate residential mortgage loans secured by owner-occupied property located in the Bank’s primary market areas. Home mortgage lending is unique in that a broad geographic territory may be serviced by originators working from strategically placed offices either within the Bank’s traditional banking facilities or from affordable storefront locations in commercial buildings. In addition, the Bank offers construction loans, second mortgage loans and home equity lines of credit.

     The Bank finances the construction of individual, owner-occupied houses on the basis of written underwriting and construction loan management guidelines. First mortgage construction loans are made to contractors on both a pre-sold and a “speculation” basis. Such loans are also made to qualified individual borrowers and are generally supported by a take-out commitment from a permanent lender. The Bank makes residential construction loans to individuals who intend to erect owner-occupied housing on a purchased parcel of real estate. The construction phase of these loans has certain risks, including the viability of the contractor, the contractor’s ability to complete the project and changes in interest rates.

     In most cases, the Bank sells its mortgage loans with terms of 15 years or more in the secondary market and maintains the right to service those loans. The sale to the secondary market allows the Bank to manage the interest rate risks related to such lending operations. Generally, after the sale of a loan, the Bank’s only involvement is to act as a servicing agent. In certain cases, the Bank may be required to repurchase mortgage loans upon which customers have defaulted that were previously sold in the secondary market if these loans did not meet the underwriting standards of the entity that purchased the loans. These loans would be held by the Bank in its mortgage loan portfolio.

     In most cases, the Bank requires fire, extended casualty insurance and, where appropriate, wind and hail insurance and, where required by applicable regulations, flood insurance to be obtained by the borrower. The Bank maintains its own errors and omissions insurance policy to protect against loss in the event of failure of a mortgagor to pay premiums on fire and other hazard insurance policies. Mortgage loans originated by the Bank customarily include a “due on sale” clause giving the Bank the right to declare a loan immediately due and payable in the event, among other matters, that the borrower sells or otherwise disposes of the real property subject to a mortgage. In general, the Bank enforces “due on sale” clauses. Borrowers are typically permitted to refinance or repay residential mortgage loans at their option without penalty.

Non-Residential Consumer Lending

     Non-residential consumer loans made by the Bank include loans for automobiles, recreation vehicles, boats, personal (secured and unsecured) and deposit account secured loans. In addition, the Bank provides federally insured or guaranteed student loans to students at universities and community colleges in the Bank’s market areas. The Bank also conducts various indirect lending activities through established retail companies in its market areas. The Bank’s indirect lending activities have been declining as a result of the Bank’s decision to reduce its exposure to indirect automobile sales financing by allowing its portfolio of such loans to decline. We expect this decline in indirect lending activities to continue. Non-residential consumer loans are attractive to the Bank because they typically have a shorter term and carry higher interest rates than those charged on other types of loans. Non-residential consumer loans, however, do pose additional risks of collectability when compared to traditional types of loans granted by commercial banks such as residential mortgage loans.

     The Bank also issues credit cards solicited on the basis of applications received through referrals from the Bank’s branches and other marketing efforts. The Bank generally has a small portfolio of credit card receivables outstanding. Credit card lines are underwritten using conservative credit criteria, including past credit history and debt-to-income ratios, similar to the credit policies applicable to other personal consumer loans. The Bank believes that its historical credit card losses have been well below industry norms.

     Consumer loans are granted based on employment and financial information solicited from prospective borrowers as well as credit records collected from various reporting agencies. Financial stability of the borrower and credit history are the primary factors to be considered in granting such loans. The availability of collateral is also a factor considered in making such loans. The Bank seeks collateral that can be assigned and has good

marketability with a clearly adequate margin of value. The geographic area of the borrower is another consideration, with preference given to borrowers in the Bank’s primary market areas.

OTHER FINANCIAL SERVICES

     The Bank’s consumer finance subsidiary has historically extended consumer loans to individuals and entities and operated a network of offices in Mississippi and Tennessee. During 2004, the consumer finance subsidiary sold all of its operating offices in Mississippi and reclassified the loans in its Tennessee offices as held for sale. During 2005, all but two of its operating offices in Tennessee were sold and the consumer finance subsidiary ceased making new loans at the two remaining offices. If a buyer for the remaining Tennessee consumer loans is not found, the Bank intends to transfer those loans into its loan portfolio.

     The Bank’s insurance service subsidiary serves as an agent in the sale of title insurance, commercial lines of insurance and a full line of property and casualty, life, health and employee benefits products and services and operates in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana.

     The Bank’s investment services subsidiary provides brokerage, investment advisory and asset management services and operates in certain communities in Mississippi, Tennessee, Alabama, Arkansas, Louisiana and Texas.

     See Note 21 to the Company’s Consolidated Financial Statements included elsewhere in this Report for financial information about each segment of the Company, as defined by generally accepted accounting principles.

ASSET QUALITY

     Management seeks to maintain a high quality of assets through conservative underwriting and sound lending practices. Management intends to follow this policy even though it may result in foregoing the funding of higher yielding loans. While there is no assurance that the Bank will not suffer losses on its loans, management believes that the Bank has adequate underwriting and loan administration policies in place and personnel to manage the associated risks prudently.

     In an effort to maintain the quality of the loan portfolio, management seeks to minimize higher risk loans. These loans include loans to provide initial equity and working capital to new businesses with no other capital strength, loans secured by unregistered stock, loans for speculative transactions in stock, land or commodity markets, loans to borrowers or the taking of collateral outside the Bank’s primary market areas, loans dependent on secondary liens as primary collateral and non-recourse loans. To the extent risks are identified, additional precautions are taken in order to reduce the Bank’s risk of loss. Commercial loans entail certain additional risks because they usually involve large loan balances to single borrowers or a related group of borrowers, resulting in a more concentrated loan portfolio. Further, because payment of these loans is usually dependent upon the successful operation of the commercial enterprise, the risk of loss with respect to these loans may increase in the event of adverse conditions in the economy.

     The Board of Directors of the Bank focuses much of its efforts and resources, and that of the Bank’s management and lending officials, on loan review and underwriting policies. Loan status and monitoring is handled through the Bank’s loan administration department. Weak financial performance is identified and monitored using past due reporting, the internal loan rating system, loan review reports, the various loan committee functions and periodic asset quality rating committee meetings. Senior loan officers have established a review process with the objective of quickly identifying, evaluating and initiating necessary corrective action for substandard loans. The results of loan reviews are reported to the Audit Committee of both the Company’s and the Bank’s Board of Directors. This process is an integral element of the Bank’s loan program. Nonetheless, management maintains a cautious outlook in anticipating the potential effects of uncertain economic conditions (both locally and nationally) and the possibility of more stringent regulatory standards.

RECENT ACQUISITONS

     On December 1, 2005, American State Bank Corporation (“ASB”), a financial holding company with approximately $358 million in assets headquartered in Jonesboro, Arkansas, merged with and into the Company. Pursuant to the merger, ASB’s subsidiary, American State Bank, merged with and into the Bank. Consideration paid to complete this transaction consisted of 1,127,544 shares of the Company’s common stock in addition to cash paid to ASB shareholders in the aggregate amount of $25,001,242. This transaction was accounted for as a

purchase, and accordingly, the results of operations have been included since the date of acquisition. This acquisition was not material to the financial position or results of operations of the Company.

SELECTED STATISTICAL INFORMATION

     Set forth in this section is certain selected statistical information relating to the Company’s business.

Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

     See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Net Interest Revenue” included herein for information regarding the distribution of assets, liabilities and shareholders’ equity, and interest rates and interest differential.

Analysis of Changes in Effective Interest Differential

     See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Net Interest Revenue” included herein for information regarding the analysis of changes in effective interest differential.

Investment Portfolio

Held-to-Maturity Securities

     The following table shows the amortized cost of held-to-maturity securities at December 31, 2005, 2004 and 2003:

		December 31
		2005				2004				2003
		(In thousands)
U. S. Treasury securities		$	5,148			$	5,234			$	7,315
U. S. Government agency securities			1,211,551				1,095,101				869,732
Taxable obligations of states and political subdivisions			9,029				13,570				14,383
Tax-exempt obligations of states and political subdivisions			166,776				132,386				151,694
Other securities			20,025				28,629				48,867
Total		$	1,412,529			$	1,274,920			$	1,091,991

     The following table shows the maturities and weighted average yields at December 31, 2005 for the investment categories presented above:

		December 31, 2005
						U.S.				Obligations of
		U.S.				Government				States and								Weighted
		Treasury				Agency				Political				Other				Average
		Securities				Securities				Subdivisions				Securities				Yield
		(Dollars in thousands)
Period to Maturity:
Maturing within one year		$	—			$	279,170			$	18,372			$	13,013				3.34	%
Maturing after one year but within five years			5,148				817,381				47,439				7,012				3.97	%
Maturing after five years but within ten years			—				115,000				48,709				—				5.00	%
Maturing after ten years			—				—				61,285				—				6.20	%
Total		$	5,148			$	1,211,551			$	175,805			$	20,025

     The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a taxable equivalent basis using a 35% tax rate.

Available-for-Sale Securities

     The following table shows the book value of available-for-sale securities at December 31, 2005, 2004 and 2003:

		December 31
		2005				2004				2003
		(In thousands)
U. S. Treasury securities		$	—			$	305			$	217,396
U. S. Government agency securities			1,178,326				1,484,060				1,515,506
Taxable obligations of states and political subdivisions			7,161				7,651				9,367
Tax-exempt obligations of states and political subdivisions			117,523				138,050				156,753
Other securities			50,872				51,663				90,668
Total		$	1,353,882			$	1,681,729			$	1,989,690

     The following table shows the maturities and weighted average yields at December 31, 2005 for the investment categories presented above:

		December 31, 2005
						U.S.				Obligations of
		U.S.				Government				State and								Weighted
		Treasury				Agency				Political				Other				Average
		Securities				Securities				Subdivisions				Securities				Yield
		(Dollars in thousands)
Period to Maturity:
Maturing within one year		$	—			$	332,934			$	17,997			$	13,954				3.28	%
Maturing after one year but within five years			—				798,126				51,285				14,164				3.66	%
Maturing after five years but within ten years			—				23,285				20,042				—				5.68	%
Maturing after ten years			—				23,981				35,360				22,754				5.78	%
Total		$	—			$	1,178,326			$	124,684			$	50,872

     The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a taxable equivalent basis using a 35% tax rate. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Securities and Other Earning Assets” included herein for more information regarding the Company’s securities portfolio.

Loan and Lease Portfolio

     The Bank’s loans and leases are widely diversified by borrower and industry. The table below shows the composition of loans and leases by collateral type of the Bank at December 31 for the years indicated. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Loans and Leases” included herein for more information regarding the Bank’s loan and lease portfolio.

		December 31
		2005				2004				2003				2002				2001
		(In thousands)
Commercial and agricultural		$	930,259			$	765,096			$	743,286			$	716,891			$	691,463
Consumer and installment			388,610				415,615				533,755				727,083				865,188
Real estate mortgage			5,746,669				5,393,231				4,738,715				4,650,455				4,248,467
Lease financing			302,311				262,035				227,918				311,769				291,116
Other			33,363				29,067				23,583				29,070				30,811
Total gross loans		$	7,401,212			$	6,865,044			$	6,267,257			$	6,435,268			$	6,127,045

Maturity Distribution of Loans and Leases

     The maturity distribution of the Bank’s loan portfolio is one factor in management’s evaluation by collateral type of the risk characteristics of the loan and lease portfolio. The following table shows the maturity distribution of loans and leases net of unearned income of the Bank as of December 31, 2005:

		One Year				One to				After
		or Less				Five Years				Five Years
		(In thousands)
Commercial and agricultural		$	661,765			$	252,592			$	15,902
Consumer and installment			276,319				105,469				6,640
Real estate mortgage			4,088,052				1,560,386				98,231
Lease financing			189,821				72,454				4,561
Other			23,734				9,059				570
Total loans and leases, net of unearned income		$	5,239,691			$	1,999,960			$	125,904

Sensitivity of Loans and Leases to Changes in Interest Rates

     The interest rate sensitivity of the Bank’s loan and lease portfolio is important in the management of effective interest differential. The Bank attempts to manage the relationship between the interest rate sensitivity of its assets and liabilities to produce an effective interest differential that is not significantly impacted by the level of interest rates. The following table shows the interest rate sensitivity of the Bank’s loans and leases net of unearned income as of December 31, 2005:

		Fixed				Variable
		Rate				Rate
		(In thousands)
Loan and lease portfolio due after one year		$	1,364,380			$	761,484

Non-Accrual, Past Due and Restructured Loans and Leases

     Non-performing loans and leases consist of both non-accrual loans and leases and loans and leases that have been restructured (primarily in the form of reduced interest rates) because of the borrower’s weakened financial condition. The Bank’s non-performing loans and leases were as follows at December 31 for the years indicated:

		December 31
		2005				2004				2003				2002				2001
		(In thousands)
Non-accrual loans and leases		$	8,816			$	12,335			$	18,139			$	10,514			$	10,825
Loans and leases 90 days or more past due			17,744				19,554				30,634				29,104				33,012
Restructured loans and leases			2,239				2,107				2,659				20				40
Total gross loans and leases		$	28,799			$	33,996			$	51,432			$	39,638			$	43,877

     The total amount of interest earned on non-performing loans and leases was approximately $194,000, $195,000, $248,000, $274,000 and $493,000 in 2005, 2004, 2003, 2002 and 2001, respectively. The gross interest income that would have been recorded under the original terms of those loans and leases amounted to $600,000, $784,000, $1,334,000, $936,000 and $1,402,000 in 2005, 2004, 2003, 2002 and 2001, respectively.

     Loans considered impaired under Statement of Financial Accounting Standards (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan,” as amended by SFAS No. 118, “Accounting by Creditors for Impairment of a Loan – Income Recognition and Disclosure,” are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Bank’s recorded investment in loans considered impaired at December 31, 2005, 2004, 2003, 2002 and 2001 was $13,505,000, $11,523,000, $13,979,000, $9,797,000 and $9,315,000, respectively, with a valuation allowance of $6,117,000, $5,279,000, $6,854,000, $4,827,000 and $4,480,000, respectively. The average recorded investment in impaired loans during 2005, 2004, 2003, 2002 and 2001 was $12,794,000, $14,579,000, $15,695,000, $9,408,000 and $10,396,000, respectively.

     The Bank’s policy provides that loans and leases are generally placed in non-accrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due, unless the loan or lease is both well-secured and in the process of collection.

     In the normal course of business, management becomes aware of possible credit problems in which borrowers exhibit potential for the inability to comply with the contractual terms of their loans and leases, but which do not currently meet the criteria for disclosure as non-performing loans and leases. Historically, some of these loans and leases are ultimately restructured or placed in non-accrual status. At December 31, 2005, no single loan or lease of material significance was known to be potential non-performing loans and leases.

     At December 31, 2005, the Bank did not have any concentration of loans in excess of 10% of total loans and leases outstanding. Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities, which would cause them to be similarly impacted by economic or other conditions. However, the Bank does conduct business in a geographically concentrated area. The ability of the Bank’s borrowers to repay loans is to some extent dependent upon the economic conditions prevailing in the Bank’s market area. The Bank automatically extended loan payment dates for customers’ in the hurricane-affected area. The Bank has not quantified the impact on non-performing loans of extending loan payment dates for these customers.

Summary of Credit Loss Experience

     In the normal course of business, the Bank assumes risks in extending credit. The Bank manages these risks through its lending policies, loan review procedures and the diversification of its loan portfolio. Although it is not possible to predict credit losses with certainty, management regularly reviews the characteristics of the loan portfolio to determine its overall risk profile and quality.

     Attention is paid to the quality of the loan portfolio through a formal loan review process. The Board of Directors of the Bank has appointed a loan loss reserve valuation committee (the “Loan Loss Committee”) that is responsible for ensuring that the allowance for credit losses provides coverage of both known and inherent losses. The Loan Loss Committee considers estimates of loss for individually analyzed credits as well as factors such as historical experience, changes in economic and business conditions and concentrations of risk in determining the level of the allowance for credit losses. The Loan Loss Committee meets at least quarterly to determine the amount of adjustments to the allowance for credit losses. The Loan Loss Committee is composed of senior management from the Bank’s loan administration, lending and finance departments. In each period, the Loan Loss Committee bases the allowance for credit losses on its loan classification system as well as an analysis of general economic and

business trends in the Bank’s region and nationally. See “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Provisions for Credit Losses and Allowance for Credit Losses” included herein for more information regarding the provision and the allowance for credit losses.

     Any loan or portion thereof which is classified as “loss” by regulatory examiners or which is determined by management to be uncollectible because of factors such as the borrower’s failure to pay interest or principal, the borrower’s financial condition, economic conditions in the borrower’s industry or the inadequacy of underlying collateral, is charged off.

     The breakdown of the allowance by loan category is based in part on evaluations of specific loans’ past history and on economic conditions within specific industries or geographical areas. Accordingly, because all of these conditions are subject to change, the allocation is not necessarily indicative of the breakdown of any losses.

     The following table presents (a) the breakdown of the allowance for credit losses by loan category and (b) the percentage of each category in the loan portfolio to total loans at December 31 for the years presented:

		2005								2004								2003
						% of Loans								% of Loans								% of Loans
		Allowance				in Each				Allowance				in Each				Allowance				in Each
		for				Category				for				Category				for				Category
		Credit				to Total				Credit				to Total				Credit				to Total
		Loss				Loans				Loss				Loans				Loss				Loans
		(Dollars in thousands)
Commercial & agricultural		$	12,171				12.57	%		$	10,143				11.14	%		$	12,116				11.86	%
Consumer & installment			10,458				5.25				7,659				6.05				10,311				8.52
Real estate mortgage			75,570				77.64				69,572				78.56				66,161				75.61
Lease financing			3,014				4.08				2,814				3.82				2,758				3.64
Other			287				0.46				1,485				0.43				766				0.37
TOTAL		$	101,500				100.00	%		$	91,673				100.00	%		$	92,112				100.00	%

		2002								2001
						% of Loans								% of Loans
		Allowance				in Each				Allowance				in Each
		for				Category				for				Category
		Credit				to Total				Credit				to Total
		Loss				Loans				Loss				Loans
		(Dollars in thousands)
Commercial & agricultural		$	10,509				11.14	%		$	10,923				11.29	%
Consumer & installment			12,212				11.30				12,853				14.12
Real estate mortgage			61,987				72.27				50,068				69.34
Lease financing			2,904				4.84				2,584				4.75
Other		263					0.45			6,722					0.50
TOTAL		$	87,875				100.00	%		$	83,150				100.00	%

     The table below sets forth certain information with respect to the Company’s loans (net of unearned income) and the allowance for credit losses for the five years ended December 31, 2005. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Provisions for Credit Losses and Allowance for Credit Losses” included herein for more information regarding the Company’s allowance for credit losses.

		2005				2004				2003				2002				2001
		(Dollars in thousands)
LOANS
Average loans for the period		$	7,026,009			$	6,387,656			$	6,276,805			$	6,283,798			$	6,010,840
ALLOWANCE FOR CREDIT LOSSES
Balance, beginning of period		$	91,673			$	92,112			$	87,875			$	83,150			$	81,730
Loans charged off:
Commercial and agricultural			(2,172	)			(7,598	)			(7,681	)			(8,855	)			(3,763	)
Consumer and installment			(7,651	)			(9,413	)			(11,895	)			(14,838	)			(16,898	)
Real estate mortgage			(10,187	)			(7,119	)			(4,686	)			(5,490	)			(3,764	)
Lease financing			(423	)			—				(479	)			(193	)			(464	)
Total loans charged off			(20,433	)			(24,130	)			(24,741	)			(29,376	)			(24,889	)
Recoveries:
Commercial and agricultural			1,063				1,230				834				838				394
Consumer and installment			2,384				2,528				2,140				2,085				3,092
Real estate mortgage			1,089				808				865				501				511
Lease financing			21				11				9				37				53
Total recoveries			4,557				4,577				3,848				3,461				4,050
Net charge-offs			(15,876	)			(19,553	)			(20,893	)			(25,915	)			(20,839	)
Provision charged to operating expense			24,467				17,485				25,130				29,411				22,259
Other, net			1,236				1,629				—				1,229				—
Balance, end of period		$	101,500			$	91,673			$	92,112			$	87,875			$	83,150
RATIOS
Net charge-offs to average loans			0.23	%			0.31	%			0.33	%			0.41	%			0.35	%

Deposits

     Deposits represent the principal source of funds for the Company. The distribution and market share of deposits by type of deposit and by type of depositor are important considerations in the Company’s assessment of the stability of its funds sources and its access to additional funds. Furthermore, management shifts the mix and maturity of the deposits depending on economic conditions and loan and investment policies in an attempt, within set policies, to minimize cost and maximize effective interest differential. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Deposits” included herein for more information regarding deposits made with the Company.

     The following table shows the classification of deposits on an average basis for the three years ended December 31, 2005:

		Year Ended December 31
		2005								2004								2003
		Average				Average				Average				Average				Average				Average
		Amount				Rate				Amount				Rate				Amount				Rate
		(Dollars in thousands)
Non-interest bearing demand deposits		$	1,523,793				—			$	1,298,290				—			$	1,180,579				—
Interest bearing demand deposits			2,849,199				1.37	%			2,673,026				0.91	%			2,478,188				0.98	%
Savings deposits			738,555				0.81	%			782,031				0.72	%			799,861				0.88	%
Other time deposits			3,998,864				3.16	%			4,063,173				2.69	%			4,074,487				2.89	%
Total deposits		$	9,110,411							$	8,816,520							$	8,533,115

     Other time deposits of $100,000 and greater, including certificates of deposits of $100,000 and greater, at December 31, 2005 had maturities as follows:

Maturing in		Amount
		(In thousands)
Three months or less		$	503,786
Over three months through six months			292,682
Over six months through 12 months			427,978
Over 12 months			610,474
Total		$	1,834,920

Return on Equity and Assets

     Return on average shareholders’ equity, return on average assets and the dividend payout ratios based on net income for each of the years in the three-year period ended December 31, 2005 were as follows:

		Year Ended December 31
		2005				2004				2003
Return on average shareholders’ equity			12.33	%			12.67	%			15.50	%
Return on average assets			1.05				1.05				1.28
Dividend payout ratio			51.70				51.05				39.29

     The Company’s average shareholders’ equity as a percentage of average assets was 8.52%, 8.27% and 8.26% for 2005, 2004 and 2003, respectively. In 2005, the Company’s return on average shareholders’ equity (which is calculated by dividing net income by average shareholders’ equity) decreased compared to 2004 while its return on average assets (which is calculated by dividing net income by average total assets) was the same as 2004 and its dividend payout ratio (which is calculated by dividing dividends declared per share by net income per share) increased compared to 2004. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview” included herein for more information regarding the Company’s net income and the calculation of return on average shareholders’ equity and return on average assets.

Short-Term Borrowings

     The Company uses borrowed funds as an additional source of funds for growth in earning assets. Short-term borrowings consist of federal funds purchased, flexible repurchase agreements purchased, securities sold under repurchase agreements and short-term Federal Home Loan Bank (“FHLB”) advances.

     The following table sets forth, for the periods indicated, certain information about short-term borrowings and the components thereof:

		2005
																		Maximum
		End of Period								Daily Average								Outstanding
						Interest								Interest				at any
		Balance				Rate				Balance				Rate				Month End
		(Dollars in thousands)
Federal funds purchased		$	2,300				3.8	%		$	9,953				3.0	%		$	45,000
Flexible repurchase agreements purchased			59,531				4.0				12,877				3.8				59,556
Securities sold under agreement to repurchase			686,308				3.4				481,238				2.6				686,308
Short-term FHLB advances			2,000				3.8				20,874				3.1				62,000
Total		$	750,139							$	524,942							$	852,864

		2004
																		Maximum
		End of Period								Daily Average								Outstanding
						Interest								Interest				at any
		Balance				Rate				Balance				Rate				Month End
Federal funds purchased		$	1,200				1.9	%		$	17,170				1.5	%		$	68,200
Flexible repurchase agreements purchased			5,721				2.7				10,308				2.2				14,471
Securities sold under agreement to repurchase			448,987				1.8				400,114				1.2				448,987
Short-term FHLB advances			12,500				3.6				49,536				1.3				185,000
Total		$	468,408							$	477,128							$	716,658

		2003
																		Maximum
		End of Period								Daily Average								Outstanding
						Interest								Interest				at any
		Balance				Rate				Balance				Rate				Month End
Federal funds purchased		$	1,500				0.7	%		$	7,768				1.2	%		$	102,000
Flexible repurchase agreements purchased			17,293				2.1				89,167				4.7				128,553
Securities sold under agreement to repurchase			418,221				1.0				369,087				1.1				436,548
Short-term FHLB advances			—				—				7,534				1.1				50,000
Total		$	437,014							$	473,556							$	717,101

     Federal funds purchased generally mature the day following the date of purchase while securities sold under agreement to repurchase generally mature within 30 days from the date of the sale. At December 31, 2005, the Bank had established informal federal funds borrowing lines of credit aggregating $260 million.

     The Bank has entered into a blanket floating lien security agreement with the FHLB of Dallas. Under the terms of this agreement, the Bank is required to maintain sufficient collateral to secure borrowings in an aggregate amount of the lesser of 75% of the book value (unpaid principal balance) of the Bank’s eligible mortgage collateral or 35% of the Bank’s assets.

ITEM 1A. RISK FACTORS.

     Certain statements contained in this Annual Report may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the Company’s operating results, growth strategies and growth opportunities, interest earning assets and interest bearing liabilities, unsecured loans, credit card losses, commercial loans, earnings, rates of return on plan assets, discount rates, economic conditions in the Company’s market area, internal control over financial reporting, maturities of held-to-maturity securities, amortization expenses, valuation of mortgage servicing rights, diversification of revenue stream, asset quality, goodwill, net interest revenue, interest rate sensitivity, credit quality and credit losses, sources of liquidity and liquidity strategies, non-performing assets, dividends, future acquisitions, market risk, significant accounting policies, underwriting and loan administration policies, loans to directors and executive officers, indirect lending activities, market conditions, stock repurchase program, the impact of Hurricane Katrina, allowance for credit losses, actual or perceived financial condition of the Company’s borrowers, pension and other post-retirement benefit amounts, loans in the Tennessee office of the Bank’s consumer finance subsidiary, the Wright & Percy Insurance and Ramsey, Krug, Farrell & Lensing, Inc., acquisitions, expansion of products and services offered by the Company’s insurance agencies, competitive position, legal and regulatory limitations and compliance, junior subordinated debt securities, the adoption of SFAS No. 123R, the effect of certain legal claims and pending

lawsuits, the audit by the Mississippi State Tax Commission, deferred tax assets, fair value discount rates and accelerated vesting of options.

     We caution you not to place undue reliance on the forward-looking statements contained in this Annual Report in that actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors include, but are not limited to, the following:

	•		The rate of economic recovery in the areas affected by Hurricane Katrina;
	•		The ability of the Company to increase noninterest revenue and expand noninterest revenue business;
	•		Changes in economic conditions and government fiscal and monetary policies;
	•		Fluctuations in prevailing interest rates and the effectiveness of the Company’s interest rate hedging strategies;
	•		The ability of the Company to maintain credit quality;
	•		The ability of the Company to provide and market competitive products and services;
	•		Changes in the Company’s operating or expansion strategy;
	•		Geographic concentration of the Company’s assets and susceptibility to economic downturns in that area;
	•		The availability of and costs associated with maintaining and/or obtaining adequate and timely sources of liquidity;
	•		Laws and regulations affecting financial institutions in general;
	•		The ability of the Company to operate and integrate new technology;
	•		The ability of the Company to manage its growth and effectively serve an expanding customer and market base;
	•		The ability of the Company to attract, train and retain qualified personnel;
	•		Changes in consumer preferences;
	•		The ability of the Company to repurchase its common stock on favorable terms;
	•		The ability of the Company to collect amounts due under loan agreements and attract deposits;
	•		Legislation and court decisions related to the amount of damages recoverable in legal proceedings;
	•		Possible adverse rulings, judgments, settlements and other outcomes of pending litigation; and
	•		Other factors generally understood to affect the financial results of financial services companies;

     The Company undertakes no obligation to update its forward-looking statements to reflect events or circumstances that occur after the date of this Report.

     In addition to the factors listed above that could influence our forward-looking statements, management believes that the risk factors set forth below should be considered in evaluating the Company’s business. Other relevant risk factors are outlined below and may be supplemented from time to time in the Company’s press releases and filings with the Securities and Exchange Commission.

Rising interest rates may result in higher interest rates being paid on interest bearing deposits than are charged on outstanding loans.

     If interest rates rise, we may pay interest on our customers’ interest-bearing deposits and our other liabilities at higher rates than the interest rates paid to us by our customers on outstanding loans that were made when interest rates were at a lower level. This situation would result in a negative interest rate spread with respect to those loans and cause an adverse effect on our earnings. This adverse effect would increase if interest rates continued to rise while we had outstanding loans payable at fixed interest rates that could not be adjusted to a higher interest rate.

Our allowance for loan losses may not be adequate to cover actual loan losses.

     We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for potential losses based on a number of factors. If our assumptions are wrong, our allowance for loan losses may not be sufficient to cover our losses, which would have an adverse effect on our operating results, and may also cause us to increase the allowance in the future. Further, our net income would decrease for any period in which we add additional amounts to our allowance for loans losses.

Hurricanes or other adverse weather events could negatively affect local economies where we maintain branch offices or cause disruption or damage to our branch office locations, which could have an adverse effect on our business or results of operations.

     Our operations include business in the States of Mississippi, Alabama, Louisiana and Texas, which includes areas susceptible to hurricanes or tropical storms. Such weather conditions can disrupt our operations, result in damage to our branch office locations or negatively affect the local economies in which we operate. In late August 2005, Hurricane Katrina devastated parts of the Mississippi Gulf Coast, causing substantial damage to residences and businesses in these areas, including 13 of our banking locations. We cannot predict whether or to what extent damage caused by future hurricanes or storms will affect our operations or the economies in our market areas, but such weather conditions could result in a decline in loan originations and an increase in the risk of delinquencies, foreclosures or loan losses. Our business or results of operations may be adversely affected by these and other negative effects of devastating hurricanes or storms.

Our operations are subject to extensive governmental regulation.

     BancorpSouth, Inc. is a financial holding company under the Bank Holding Company Act, and BancorpSouth Bank is a Mississippi state banking corporation. Accordingly, both are subject to extensive governmental regulation, legislation and control. These laws limit the manner in which we operate, including the amount of loans we can originate, interest we can charge on loans and fees we can charge for certain services. We cannot predict whether, or the extent to which, the government and governmental organizations may change any of these laws or controls. We also cannot predict how any of these changes would adversely affect our business and prospects.

We face risks in connection with completed or potential acquisitions.

     We completed one acquisition in 2005 and, if appropriate opportunities present themselves, we intend to pursue additional acquisitions in the future that we believe are strategic. There can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully or integrate such acquisitions with our current business.

     Upon completion of an acquisition, we are faced with the challenges of integrating the operations, services, products, personnel, and systems of acquired companies into our business, which may divert management’s attention from ongoing business operations. We cannot assure that we will be successful in integrating any acquired business effectively into the operations of our business. Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

     The success of our acquisitions is dependent on the continued employment of several key employees. If acquired businesses do not meet projected revenue targets, or if certain key employees were to leave the businesses, we could conclude that the value of the businesses has decreased and that the related goodwill has been impaired. If we were to conclude that goodwill has been impaired that conclusion would result in an impairment of goodwill charge to us, which would adversely affect our results of operations.

Issuing additional shares of our common stock to acquire other banks, bank holding companies, financial holding companies and insurance agencies may result in dilution for existing shareholders and may adversely affect the market price of our stock.

     In connection with our growth strategy, we have issued, and may issue in the future, shares of our common stock to acquire additional banks, bank holding companies, financial holding companies and insurance agencies. Resales of substantial amounts of common stock in the public market and the potential of such sales could adversely affect the prevailing market price of our common stock and impair our ability to raise additional capital through the sale of equity securities. We usually must pay an acquisition premium above the fair market value of acquired assets for the acquisition of banks, bank holding companies, financial holding companies and insurance agencies. Paying this acquisition premium, in addition to the dilutive effect of issuing additional shares, may also adversely affect the prevailing market price of our common stock.

Our ability to declare and pay dividends is limited by law.

     We derive our income solely from dividends received from owning the Bank’s common stock. Federal and state law limit the Bank’s ability to declare and pay dividends. In addition, the Federal Reserve may impose restrictions on our ability to declare and pay dividends on our common stock.

Our growth strategy includes risks that could have an adverse effect on financial performance.

     A significant element of our growth strategy is the acquisition of additional banks, bank holding companies, financial holding companies and insurance agencies in order to achieve greater economies of scale. We cannot assure you that the current level of growth opportunities will continue to exist, that we will be able to acquire banks, insurance agencies, bank holding companies and financial holding companies that satisfy our criteria or that any such acquisitions will be on terms favorable to us. Further, our growth strategy will require that we continue to hire qualified personnel, while concurrently expanding our managerial and operational infrastructure. We cannot assure you that we will be able to hire and retain qualified personnel or that we will be able to successfully expand our infrastructure to accommodate future acquisitions or growth. As a result of these factors, we may not realize the expected economic benefits associated with our acquisitions. This could have a material adverse effect on our financial performance.

Diversification in types of financial services may adversely affect our financial performance.

     As part of our business strategy, we may further diversify our lines of business into areas that are not traditionally associated with the banking business. As a result, we would need to manage the development of new business lines in which we had not previously participated. Each new business line would require the investment of additional capital and the significant involvement of our senior management to develop and integrate the service subsidiaries with our traditional banking operations. We can offer no assurances that we will be able to develop and integrate the new services without adversely affecting our financial performance.

Monetary policies and economic factors may limit our ability to attract deposits or make loans.

     The monetary policies of federal regulatory authorities, particularly the Federal Reserve, and economic conditions in our service area and the United States generally, affect our ability to attract deposits and extend loans. We cannot predict either the nature and timing of any changes in these monetary policies and economic conditions, including the Federal Reserve’s interest rate policies, or their impact on our financial performance. The banking business is subject to various material business risks, which may become more acute in periods of economic slowdown or recession. During such periods, foreclosures generally increase and such conditions could also lead to a potential decline in deposits and demand for loans.

We compete with other financial holding companies, bank holding companies, banks, insurance and financial services companies.

     The banking business is extremely competitive in our service areas in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana. We compete, and will continue to compete, with well-established banks, credit unions, insurance agencies and other financial institutions, several of which have significantly greater resources and lending limits. Some of these competitors provide certain services that we do not provide.

Anti-takeover provisions may discourage a change of our control.

     Our governing documents and certain agreements to which we are a party contain several provisions which make a change-in-control difficult to accomplish, and may discourage a potential acquirer. These include a shareholder rights plan, or “poison pill,” a classified or “staggered” Board of Directors, change-in-control agreements with members of management and supermajority voting requirements. These anti-takeover provisions may have an adverse effect on the market for our common stock.

Failure of our internal control over financial reporting could harm our business and financial results.

     Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions, providing reasonable assurance that transactions are recorded as necessary for preparation of the financial statements, providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements

would be prevented or detected. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.

Our stock price may fluctuate.

     The stock market has, from time to time, experienced extreme price and volume fluctuations, which often have been unrelated to the operating performance of particular companies. Any announcement with respect to the banking industry, market conditions or any variance in our revenues or earnings from levels generally expected by securities analysts for a given period could have an immediate and significant effect on the trading price of our common stock.

     In evaluating an investment in shares of our common stock, the factors set forth in this section should be carefully considered, along with other matters discussed in reports and other filings that we have made with the Securities and Exchange Commission. It should not be assumed that we have listed or described the only risks that could affect our future performance or the market price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

     None.

ITEM 2. PROPERTIES.

     The physical properties of the Company are held by its subsidiaries as follows:

	a.		BancorpSouth Bank — The main office is located at One Mississippi Plaza, 201 South Spring Street in the central business district of Tupelo, Mississippi in a seven-floor modern glass, concrete and steel office building owned by the Bank. The Bank occupies approximately 75% of the space, with the remainder leased to various unaffiliated tenants.
			The Bank owns 227 of its 255 branch banking facilities. The remaining 28 branch banking facilities are occupied under leases with unexpired terms ranging from one to 14 years. The Bank also owns other buildings that provide space for computer operations, lease servicing, mortgage lending, warehouse needs and other general purposes.
			The Bank considers all its buildings and leased premises to be in good condition with the exception of those affected by Hurricane Katrina. The Company operated 13 banking locations along the Mississippi Gulf Coast at the time of the hurricane and all of those locations were damaged, some more severely than others. By the end of 2005, only three branches and a loan production office were not open. The Company is currently evaluating the future of the branches that had not reopened by the end of 2005. The Bank also owns several parcels of property acquired under foreclosure. Ownership of and rentals on other real property by the Bank are not material.
	b.		Personal Finance Corporation — This wholly-owned subsidiary of the Bank occupies two leased offices, with the unexpired terms not exceeding nine months. The average size of these leased offices is approximately 1,000 square feet. All of these premises are considered to be in good condition.
	c.		BancorpSouth Insurance Services, Inc. — This wholly-owned subsidiary of the Bank owns three of the 12 offices it occupies. It leases nine offices that have unexpired terms varying in duration from one to nine years.

ITEM 3. LEGAL PROCEEDINGS.

     The Company and its subsidiaries are engaged in lines of business that are heavily regulated and involve a large volume of financial transactions with numerous customers through offices in six states. Although the Company and its subsidiaries have developed policies and procedures to minimize the impact of legal noncompliance and other disputes, litigation presents an ongoing risk.

     Additionally, the Company and its subsidiaries are defendants in various lawsuits arising out of the normal course of business, including claims against entities to which the Company is a successor as a result of business combinations. In the opinion of management, the ultimate resolutions of this category of claims should not have a material adverse effect on the Company’s consolidated financial position or results of operations. Litigation is, however, inherently uncertain, and the Company cannot make assurances that it will prevail in any of these actions, nor can it estimate with reasonable certainty the amount of damages that it might incur.

     The State Tax Commission of the State of Mississippi completed its audit of the Bank’s state income tax return for the tax years 1998 through 2001 in the second quarter of 2004. As a result of this audit, the State Tax Commission assessed the Bank additional taxes of approximately $5.4 million along with interest and penalties totaling approximately $3.8 million. Based on the advice of legal counsel, management believes that there is no substantial basis for the position taken by the Mississippi State Tax Commission and that the Company has meritorious defenses to dispute this assessment of additional taxes. The Company is in the midst of the administrative appeals process and a final decision has not been rendered by the State Tax Commission. There can be no assurance that the Company will be successful in having the assessment reduced on appeal. The Company’s potential exposure with regard to this assessment will be the additional tax, interest and penalties assessed in May 2004 plus interest that will continue to accrue from May 2004 through the appeals process and legal costs associated with the appeal. Management does not believe that the outcome of this matter will have a material effect on the Company’s consolidated financial position, although any significant additional assessment could materially adversely affect earnings in the period in which it is recorded.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of the Company’s security holders during the fourth quarter of 2005.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR COMMON STOCK

     The common stock of the Company trades on the New York Stock Exchange under the symbol “BXS.” The following table sets forth, for the quarters indicated, the range of sale prices of the Company’s common stock as reported on the New York Stock Exchange:

				High				Low
2005		Fourth		$	23.53			$	19.93
		Third			25.24				21.38
		Second			23.97				19.91
		First			24.45				20.29
2004		Fourth		$	25.25			$	22.85
		Third			23.50				20.48
		Second			23.00				19.35
		First			24.09				21.30

HOLDERS OF RECORD

     As of March 2, 2006, there were 8,500 shareholders of record of the Company’s common stock.

DIVIDENDS

     The Company declared cash dividends each quarter in an aggregate annual amount of $0.76 per share during 2005 and $0.73 per share during 2004. Future dividends, if any, will vary depending on the Company’s profitability, anticipated capital requirements and applicable federal and state regulations. See “Item 1. Business – Regulation and Supervision” and Note 16 to the Company’s Consolidated Financial Statements included elsewhere in this Report for more information on restrictions and limitations on the Company’s ability to pay dividends.

ISSUER PURCHASES OF EQUITY SECURITIES

     The Company made the following purchases of its common stock during the three months ended December 31, 2005:

										Total Number of				Maximum Number of
										Shares Purchased				Shares that May
		Total Number								as Part of Publicly				Yet be Purchased
		of Shares				Average Price				Announced Plans				Under the Plans
Period		Purchased				Paid per Share				or Programs(1)				or Programs
October 1 - October 31			—			$	—				—				2,878,600
November 1 - November 30			40,700				22.77				40,700				2,837,900
December 1 - December 31			178,400				22.72				178,400				2,659,500
Total			219,100

ITEM 6. SELECTED FINANCIAL DATA.

     The table below sets forth the Company’s selected financial and operating data. When reviewing this selected financial and operating data, it is important that you read along with it the historical financial statements and related notes included elsewhere in this Report, as well as the section of this Report captioned “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for, among other things, a discussion of accounting changes and business combinations.

		Year Ended December 31
		2005				2004				2003				2002				2001
		(Dollars in thousands, except per share amounts)
Earnings Summary:
Interest revenue		$	559,936			$	497,629			$	526,911			$	590,418			$	660,475
Interest expense			204,379				163,837				175,805				218,892				331,093
Net interest revenue			355,557				333,792				351,106				371,526				329,382
Provision for credit losses			24,467				17,485				25,130				29,411				22,259
Net interest revenue, after provision for credit losses			331,090				316,307				325,976				342,115				307,123
Noninterest revenue			198,812				183,519				190,086				124,826				127,998
Noninterest expense			362,102				342,945				322,594				304,985				289,318
Income before income taxes			167,800				156,881				193,468				161,956				145,803
Income tax expense			52,601				46,261				62,334				49,938				47,340
Net income		$	115,199			$	110,620			$	131,134			$	112,018			$	98,463

		Year Ended December 31
		2005				2004				2003				2002				2001
		(Dollars in thousands, except per share amounts)
Per Share Data:
Net income: Basic		$	1.47			$	1.44			$	1.69			$	1.40			$	1.19
Diluted			1.47				1.43				1.68				1.39				1.19
Cash dividends			0.76				0.73				0.66				0.61				0.57
Book value			12.33				11.74				11.15				10.40				9.92
Balance Sheet — Year-End Balances:
Total assets		$	11,768,674			$	10,848,193			$	10,305,035			$	10,189,247			$	9,395,429
Total securities			2,766,411				2,988,407				3,081,681				2,835,547				2,193,654
Loans, net of unearned income			7,365,555				6,836,698				6,233,067				6,389,385				6,073,200
Total deposits			9,607,258				9,059,091				8,599,128				8,548,918				7,856,840
Long-term debt			137,228				141,094				138,498				139,757				140,939
Total shareholders’ equity			977,166				916,428				868,906				807,823				805,403
Selected Ratios:
Return on average assets			1.05	%			1.05	%			1.28	%			1.13	%			1.06	%
Return on average equity			12.33	%			12.67	%			15.50	%			13.81	%			12.36	%

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

     The Company is a regional financial holding company with approximately $11.8 billion in assets headquartered in Tupelo, Mississippi. The Company’s wholly-owned banking subsidiary has commercial banking operations in Mississippi, Tennessee, Alabama, Arkansas, Texas and Louisiana. The Bank and its consumer finance, credit insurance, insurance agency and brokerage subsidiaries provide commercial banking, leasing, mortgage origination and servicing, insurance, brokerage and trust services to corporate customers, local governments, individuals and other financial institutions through an extensive network of branches and offices.

     Management’s discussion and analysis provides a narrative discussion of the Company’s financial condition and results of operations for the previous three years. For a complete understanding of the following discussion, you should refer to the Consolidated Financial Statements and related Notes presented elsewhere in this Report. This discussion and analysis is based on reported financial information, and certain amounts for prior years have been reclassified to conform with the current financial statement presentation. The information that follows is

provided to enhance comparability of financial information between years and to provide a better understanding of the Company’s operations.

     As a financial holding company, the financial condition and operating results of the Company are heavily influenced by economic trends nationally and in the specific markets in which the Company’s subsidiaries provide financial services. Most of the revenue of the Company is derived from the operation of its principal operating subsidiary, the Bank. The financial condition and operating results of the Bank are affected by the level and volatility of interest rates on loans, investment securities, deposits and other borrowed funds, and the impact of economic downturns on loan demand and creditworthiness of existing borrowers. The financial services industry is highly competitive and heavily regulated. The Company’s success depends on its ability to compete aggressively within its markets while maintaining sufficient asset quality and cost controls to generate net income.

     During the third quarter of 2005, a significant and unpredictable event occurred that had a material impact on the Company’s operating results. Hurricane Katrina had a devastating impact on the Mississippi Gulf Coast region. The Company operated 13 banking locations along the Mississippi Gulf Coast at the time of the hurricane and all of these locations were damaged, some more severely than others. By the end of 2005, only three branches and a loan production office had not reopened for business. The Company is currently evaluating the future of these branches. Approximately 6% of the Bank’s loans and approximately 5% of the Bank’s deposits were located in the Mississippi Gulf Coast area at the time of the hurricane. One of the agencies that comprises part of the Company’s insurance subsidiary is headquartered on the Mississippi Gulf Coast and its operations were also impacted by the hurricane. The agency’s disaster recovery plan was quickly implemented and it was fully operational within a day of the hurricane, servicing its customers and processing claims.

     The impact of Hurricane Katrina decreased the Company’s annual net income by approximately $2.2 million, or $0.03 per diluted share. The reduced net income is a result of an increase in the provision for credit losses related to the hurricane, assistance for employees and others in the hurricane-affected area and lost noninterest revenue, a significant portion of which resulted from the Bank’s waiver of certain fees and service charges for individuals and businesses in the hurricane-affected area, with the decrease somewhat offset by receipt of hurricane-related insurance proceeds. The Bank also extended loan payment dates for customers in the hurricane-affected area. These items are discussed in more detail in the appropriate sections that follow.

     The continuing impact of the hurricane on the Company’s financial condition and results of operations may not be known for some time and must be measured by the extent of damage to the properties of the Company’s customers, including property pledged to the Bank as collateral, the impact of government and other forms of assistance, the uncertainty regarding the expected rate of economic recovery in the region affected by Hurricane Katrina and the final settlement with the Company’s insurance carrier with respect to damage to the Company’s properties. However, the Company has seen a significant increase in deposits in its Mississippi Gulf Coast offices as individuals and businesses received insurance proceeds related to damage caused by the hurricane. Also, the Company anticipates that significant lending opportunities will develop as the rebuilding process gains momentum.

     The table below summarizes the Company’s net income, net income per share, return on average assets and return on average shareholders’ equity for the years ended December 31, 2005, 2004 and 2003. Management believes that these amounts and ratios are key indicators of the Company’s financial performance.

(Dollars in thousands, except per share amounts)		2005				% Change				2004				% Change				2003
Net income		$	115,199				4.1	%		$	110,620				(15.6	)%		$	131,134
Net income per share: Basic		$	1.47				2.1			$	1.44				(14.8	)		$	1.69
Diluted		$	1.47				2.8			$	1.43				(14.9	)		$	1.68
Return on average assets			1.05	%			—				1.05	%			(18.0	)			1.28	%
Return on average shareholders’ equity			12.33	%			(2.7	)			12.67	%			(18.3	)			15.50	%

     The increase in the Company’s net income for 2005 when compared to 2004 was primarily attributable to the increase in its net interest revenue. The primary source of revenue for the Company is the amount of net interest revenue earned by the Bank. Net interest revenue is the difference between interest earned on loans and investments and interest paid on deposits and other obligations. Net interest revenue for 2005 was $355.6 million, compared to $333.8 million for 2004 and $351.1 million for 2003. Net interest revenue is affected by the general level of interest rates, changes in interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities. The Company’s long-term objective is to manage those assets and liabilities to

maximize net interest revenue, while balancing interest rate, credit, liquidity and capital risks. In 2005, the Company’s net interest revenue was positively impacted by increases in interest rates as well as the increased loan demand resulting from favorable economic activity throughout most of the Bank’s markets and the Company’s continued focus on funding this growth with maturing investment securities and lower-cost liabilities.

     In recent years, the Company has taken steps to diversify its revenue stream by increasing the amount of revenue received from mortgage lending operations, insurance agency activities, brokerage and securities activities and other activities that generate fee income. Management believes this diversification is important to reduce the impact of fluctuations in net interest revenue on the overall operating results of the Company. Noninterest revenue for 2005 was $198.8 million, compared to $183.5 million for 2004 and $190.1 million in 2003. Noninterest revenue in 2005 was positively impacted by the $6.9 million gain from insurance proceeds relating to Hurricane Katrina. The increase was also the result of increases in insurance commissions and brokerage activities in 2005 as compared to 2004 and 2003. Both 2005 and 2004 noninterest revenue reflected decreases in mortgage lending as 2003 reflected record levels of mortgage loan originations for the Company as a result of the historically low mortgage loan interest rates during 2003. While service charges reflected a slight increase for 2005, service charge revenue was negatively impacted by the Company’s waiver of certain fees and service charges for people and businesses in the areas affected by Hurricane Katrina.

     Improved asset quality allowed net charge-offs to fall to 0.23% of average loans during 2005 from 0.31% of average loans in 2004 and 0.33% of average loans in 2003. Noninterest expense for 2005 was $362.1 million, an increase of 5.6% from $342.9 million for 2004 which was an increase of 6.3% from $322.6 million for 2003. The increase in noninterest expense primarily resulted from additional salaries and employee benefits associated with the acquisitions of three banks since late December 2004 and increased occupancy costs from opening new offices during 2005 as the Company continued to reinvest by expanding its branch and ATM networks while systems and operational consolidation efforts continued. The Company completed the acquisition of American State Bank Corporation on December 1, 2005. Pursuant to the merger, American State Bank Corporation’s banking subsidiary, American State Bank, merged with and into the Bank. The Company completed the acquisitions of Premier Bancorp, Inc. and Business Holding Corporation on December 31, 2004. Pursuant to the mergers, the banking subsidiaries of these two bank holding companies, Premier Bank of Brentwood and The Business Bank of Baton Rouge, merged with and into the Bank. Noninterest expense in 2005 was also impacted by expenses related to the Company’s hurricane relief efforts and assistance for affected employees. The major components of net income are discussed in more detail in the various sections that follow.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions (see Note 1 to the Company’s Consolidated Financial Statements included elsewhere in this Report). The Company believes that its determination of the allowance for credit losses, the valuation of mortgage servicing rights and the estimation of pension and other post retirement benefit amounts involve a higher degree of judgment and complexity than the Company’s other significant accounting policies. Further, these estimates can be materially impacted by changes in market conditions or the actual or perceived financial condition of the Company’s borrowers, subjecting the Company to significant volatility of earnings.

Allowance for Credit Losses

     The allowance for credit losses is established through the provision for credit losses, which is a charge against earnings. Provisions for credit losses are made to reserve for estimated probable losses on loans. The allowance for credit losses is a significant estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as changes in the nature and volume of the loan portfolio; trends in actual and forecasted portfolio credit quality, including delinquency, charge-off and bankruptcy rates; and current economic conditions that may affect a borrower’s ability to pay. Also, at December 31, 2005, the impact of Hurricane Katrina on the Company’s loan customers in the hurricane-affected area was a significant factor in evaluating the adequacy of the allowance for credit losses. In determining an adequate allowance for credit losses, management makes numerous assumptions, estimates and assessments. The use of different estimates or assumptions could produce different provisions for credit losses. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Provisions for Credit Losses and Allowance for Credit Losses” included herein for more information regarding the impact of Hurricane Katrina on such allowances. At December

31, 2005, the allowance for credit losses was $101.5 million, representing 1.37% of total loans and leases at year-end.

Mortgage Servicing Rights

     The Company recognizes as assets the rights to service mortgage loans for others, known as mortgage servicing rights (“MSRs”). MSRs are capitalized based on the relative fair value of the servicing right and the mortgage loan on the date the mortgage loan is sold. MSRs are carried at the lower of the capitalized amount, net of accumulated amortization, or fair value. The MSRs are amortized in proportion to, and over the period of, estimated net servicing income. The need for and the amount of valuation allowance to reflect the carrying value of MSRs at the lower of cost or fair value is a significant estimate and, if determined necessary, is reflected as a charge against mortgage lending revenue. In determining the fair value of capitalized mortgage servicing rights, the Company utilizes the expertise of an independent third party. Utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand, an estimate of the fair value of the Company’s capitalized MSRs is performed by the independent third party and reviewed by management. The use of different estimates or assumptions could produce different fair values. Periodically, the Company reviews the stratification of loans in its servicing portfolio in conjunction with its valuation. The Company does not hedge the value of capitalized MSRs and, therefore, the Company is susceptible to significant fluctuations in the fair value of its MSRs in changing interest rate environments. At December 31, 2005, the Company’s mortgage servicing asset was $36.5 million, net of impairment of $5.2 million.

Pension and Postretirement Benefits

     Accounting for pension and other postretirement benefit amounts is another area where the accounting guidance requires management to make various assumptions in order to appropriately value any related asset or liability. Estimates that the Company makes to determine pension related assets and liabilities include actuarial assumptions, expected long-term rate of return on plan assets, rate of compensation increase for participants and discount rate. Estimates that the Company makes to determine asset and liability amounts for other postretirement benefits include actuarial assumptions and a discount rate. Changes in these assumptions could impact earnings. For example, lower expected long-term rates of return on plan assets could negatively impact earnings, as would lower estimated discount rates or higher rates of compensation increase. We utilize the expertise of an independent third party to perform actuarial calculations related to the pension and other postretirement plans. In estimating the projected benefit obligation, actuaries must make assumptions about such factors as mortality rate, turnover rate, retirement rate, disability rate and the rate of compensation increases. In accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” the Company calculates the expected return on plan assets each year based on the balance in the pension asset portfolio at the beginning of the year and the expected long-term rate of return on that portfolio. In determining the reasonableness of the expected rate of return, the Company considers a variety of factors including the actual return earned on plan assets, historical rates of return on the various asset classes of which the plan portfolio is comprised and current/prospective capital market conditions and economic forecasts. The Company used an expected rate of return of 8% on plan assets for 2005, 2004 and 2003. The discount rate is the rate used to determine the present value of the Company’s future benefit obligations for its pension and other postretirement benefit plans. It is an assumption that reflects the rates available on long-term high-quality fixed-income debt instruments and is reset annually on the measurement date of each year. The Company lowered the discount rate used in 2005 to 5.75% from 6.00% in 2004 and 6.25% in 2003.

RESULTS OF OPERATIONS

Net Interest Revenue

     Net interest revenue increased 6.5% to $355.6 million in 2005 from $333.8 million in 2004, which represented a decrease of 4.9% from $351.1 million in 2003. The increase in net interest revenue for 2005 is related to the combination of growth in loans during a rising interest rate environment and the Company’s continued focus on funding this growth with maturing investment securities and lower-cost liabilities. The decline in net interest revenue for 2004 primarily reflected the Company’s inability to reduce funding costs enough to offset falling asset yields. Net interest revenue is the difference between interest revenue earned on assets such as loans, leases and securities, and interest expense paid on liabilities such as deposits and borrowings, and continues to provide the Company with its principal source of revenue. Net interest revenue is affected by the general level of interest rates, changes in interest rates and by changes in the amount and composition of interest earning assets and interest

bearing liabilities. The Company’s long-term objective is to manage those assets and liabilities to maximize net interest revenue, while balancing interest rate, credit, liquidity and capital risks. For purposes of the following discussion, revenue from tax-exempt loans and investment securities has been adjusted to a fully taxable equivalent basis, using an effective tax rate of 35%.

     Interest revenue increased 12.3% to $569.1 million in 2005 from $507.0 million in 2004, which represented a decrease of 5.6% from $537.0 million in 2003. The increase in interest revenue during 2005 was attributable to a 2.8% increase in average interest earning assets to $10.0 billion in 2005 and an increase in the yield of those assets of 48 basis points to 5.68% in 2005. While average interest earning assets increased 2.5% to $9.8 billion in 2004, this increase in the amount of interest earning assets was more than offset by a decrease of 44 basis points in the yield of those assets to 5.20% in 2004, resulting in a decrease in interest revenue. The decrease in interest revenue in 2003 was attributable to a 3.1% increase in average interest earning assets to $9.5 billion in 2003 with this increase more than offset by a decrease of 88 basis points in the yield of those assets to 5.64% in 2003.

     Interest expense increased 24.7% to $204.4 million in 2005 from $163.8 million in 2004, which represented a decrease of 6.8% from $175.8 million in 2003. The increase in interest expense during 2005 was attributable to a 1.5% increase in average interest bearing liabilities to $8.4 billion in 2005 and an increase in the average rate paid on those liabilities of 46 basis points to 2.44% in 2005. While average interest bearing liabilities increased 2.1% to $8.3 billion in 2004, this increase in the amount of interest bearing liabilities was more than offset by a decrease of 19 basis points in the average rate paid on those liabilities to 1.98% in 2004. While interest bearing liabilities increased 2.5% to $8.1 billion during 2003, interest expense in 2003 decreased due to a 60 basis point decline in the average rate paid on those liabilities to 2.17%.

     The relative performance of the Company’s lending and deposit-raising functions is frequently measured by two calculations – net interest margin and net interest rate spread. Net interest margin is determined by dividing fully-taxable equivalent net interest revenue by average earning assets. Net interest rate spread is the difference between the average fully-taxable equivalent yield earned on interest earning assets and the average rate paid on interest bearing liabilities. Net interest margin is generally greater than the net interest rate spread because of the additional income earned on those assets funded by noninterest bearing liabilities, or free funding, such as noninterest bearing demand deposits and shareholders’ equity.

     Net interest margin for 2005 was 3.64%, an increase of 12 basis points from 3.52% for 2004, which represented a decrease of 28 basis points from 3.80% for 2003. Net interest rate spread for 2005 was 3.24%, an increase of 2 basis points from 3.22% for 2004, which represented a decrease of 25 basis points from 3.47% for 2003. The increase in net interest margin and net interest rate spread in 2005 was primarily a result of the larger increase in the average rate earned on interest earning assets, from 5.20% in 2004 to 5.68% in 2005, than the increase in the average rate paid on interest bearing liabilities, from 1.98% in 2004 to 2.44% in 2005. The earning asset yield increase for 2005 was a result of the favorable economic activity throughout most of the Bank’s markets driving increased interest rates as well as stronger loan demand. The Company has also maintained a conservative stance in the average maturity of its investment assets mitigating the Company’s liability-sensitivity as interest rates have increased. The decrease in net interest margin and net interest rate spread in 2004 and 2003 was primarily because of the larger decline in the earning asset yield relative to the decline in funding cost. In both 2004 and 2003, the earning asset yield decrease was a result of reduced loan activity and a lower yielding investment portfolio. While an increase in loans was noticed during the last six months of 2004, the absence of significant loan growth during 2004 and 2003 was attributable to competitive factors and the economic environment in both the Company’s regional market and the national market. With decreased demand for loans, the Company invested in various securities that traditionally provide lower yields than loans, and because of the lower prevailing interest rates during the majority of 2004 and 2003, proceeds from maturing securities were typically reinvested at lower yields than the maturing securities were earning.

     The Company experienced growth in average interest earning assets and average interest bearing liabilities during the three years ended December 31, 2005. Average interest earning assets increased 2.8% during 2005, 2.5% during 2004 and 3.1% during 2003. The asset growth was paced by increases in the Company’s securities portfolios as economic conditions and competition limited loan growth during 2003 and 2004 with the Company noticing an improvement in loan growth during 2005. Average interest bearing liabilities increased 1.5% during 2005, 2.1% during 2004 and 2.5% during 2003 because of increases in the Company’s deposits and short-term borrowings.

     The table below presents average interest earning assets, average interest bearing liabilities, net interest income, net interest margin and net interest rate spread for the three years ended December 31, 2005. Each of the measures is reported on a fully-taxable equivalent basis.

		2005												2004												2003
(Taxable equivalent basis)		Average								Yield/				Average								Yield/				Average								Yield/
		Balance				Interest				Rate				Balance				Interest				Rate				Balance				Interest				Rate
		(Dollars in thousands)
ASSETS
Loans and leases (net of unearned income) (1)(2)		$	7,026,009			$	453,094				6.45	%		$	6,387,656			$	376,145				5.89	%		$	6,276,806			$	401,500				6.40	%
Loans held for sale			72,291				3,195				4.42	%			63,405				2,401				3.79	%			65,624				3,234				4.93	%
Held-to-maturity securities:
Taxable			1,100,432				38,839				3.53	%			1,213,525				45,735				3.77	%			1,130,833				46,319				4.10	%
Non-taxable (3)			143,679				10,027				6.98	%			146,103				10,466				7.16	%			164,762				12,455				7.56	%
Available-for-sale securities:
Taxable			1,412,600				49,319				3.49	%			1,665,605				60,192				3.61	%			1,412,151				54,426				3.85	%
Non-taxable (4)			129,519				9,307				7.19	%			152,018				10,162				6.69	%			191,589				12,108				6.32	%
Federal funds sold, securities purchased under agreement to resell and short-term investments			139,444				5,294				3.80	%			122,236				1,849				1.51	%			275,243				6,935				2.52	%
Total interest earning assets and revenue			10,023,974				569,075				5.68	%			9,750,548				506,950				5.20	%			9,517,008				536,977				5.64	%
Other assets			1,040,527												895,873												810,463
Less: allowance for credit losses			(95,627	)											(91,288	)											(90,699	)
Total		$	10,968,874											$	10,555,133											$	10,236,772
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand — interest bearing		$	2,849,199			$	38,947				1.37	%		$	2,673,026			$	24,193				0.91	%		$	2,478,188			$	24,186				0.98	%
Savings			738,555				5,967				0.81	%			782,031				5,659				0.72	%			799,861				7,074				0.88	%
Other time			3,998,864				126,183				3.16	%			4,063,173				109,282				2.69	%			4,074,487				117,761				2.89	%
Federal funds purchased, securities sold under agreement to repurchase and other short-term borrowings			526,274				14,080				2.68	%			479,129				6,003				1.25	%			475,391				8,290				1.74	%
Junior subordinated debt securities			138,714				11,142				8.03	%			128,866				10,503				8.15	%			125,011				10,188				8.15	%
Long-term debt			137,902				8,060				5.84	%			137,354				8,197				5.97	%			139,082				8,306				5.97	%
Total interest bearing liabilities and expense			8,389,508				204,379				2.44	%			8,263,579				163,837				1.98	%			8,092,020				175,805				2.17	%
Demand deposits - noninterest bearing			1,523,793												1,298,290												1,180,579
Other liabilities			121,010												120,000												118,274
Total liabilities			10,034,311												9,681,869												9,390,873
Shareholders’ equity			934,563												873,264												845,899
Total		$	10,968,874											$	10,555,133											$	10,236,772
Net interest revenue						$	364,696											$	343,113											$	361,172
Net interest margin											3.64	%											3.52	%											3.80	%
Net interest rate spread											3.24	%											3.22	%											3.47	%
Interest bearing liabilities to interest earning assets											83.69	%											84.75	%											85.03	%