THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

BancorpSouth, Inc. (BXS)

3/24/2006 Proxy Information

BancorpSouth Bank, our wholly-owned subsidiary, has conducted, and expects to conduct in the future, banking transactions in the ordinary course of business with our officers and directors and their associates, affiliates and family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others and which do not involve more than the normal risk of collectibility or present other unfavorable features. While certain provisions of the Sarbanes-Oxley Act of 2002 generally prohibit us from making personal loans to our directors and executive officers, it permits BancorpSouth Bank and certain of our other subsidiaries to make loans to our directors and executive officers so long as these loans are on non-preferential terms. During the year ended December 31, 2005, the maximum aggregate amount of extensions of credit outstanding to our directors and executive officers and their associates was $26,967,747 (2.76%) of our equity capital as of December 31, 2005). As of January 31, 2006, the aggregate amount of extensions of credit to these persons was $43,814,303.

BancorpSouth Bank makes available to all of its employees individual loans based upon creditworthiness. Loans were made to employees during 2005 at interest rates ranging from 5.50% to 8.25% per annum, with the interest rate determined primarily according to the term of the loan. Loans to employees are generally made at the prevailing interest rate.

Forman, Perry, Watkins, Krutz & Tardy LLP, a law firm of which Alan W. Perry, one of our directors, is a partner, was paid $9,831 for certain legal services rendered on our behalf during 2005, and may provide additional legal services to us in the future.

Lashlee-Rich, Inc., of which Turner O. Lashlee, one of our directors, is the Chairman of the Board, was paid an aggregate of approximately $10,096 by BancorpSouth Bank during 2005 for various construction projects for BancorpSouth Bank and may provide additional construction services for us in the future.

Mitchell, McNutt & Sams, P.A., a law firm of which Guy W. Mitchell III, one of our directors, is Vice President, was paid $7,681 for certain legal services rendered on our behalf during 2005, and may provide additional legal services to us in the future.

During 2005, Laura Staub Young, the daughter of director Travis E. Staub, was employed by BancorpSouth Bank as First Vice President, Student Loan Manager. Clayton H. Patterson, the son of Chairman of the Board and Chief Executive Officer Aubrey B. Patterson, was employed by BancorpSouth Bank as a Vice President during 2005. Also, James Kevin Martin, the son-in-law of Aubrey B. Patterson, was employed as an Administration Officer for Network Services of BancorpSouth Bank in 2005. During 2005, each of Ms. Young, Mr. Patterson and Mr. Martin was paid an aggregate amount of salary and bonus less than $125,000 and received other benefits comparable to those received by employees having similar positions. The compensation of each was established by BancorpSouth Bank in accordance with its employment and compensation practices applicable to employees holding comparable positions.

3/25/2005 Proxy Information

Messrs. Murphy and Nolan are first cousins.

BancorpSouth Bank, BancorpSouthÕs wholly-owned subsidiary, has had, and expects to have in the future, banking transactions in the ordinary course of business with our officers and directors and their associates, affiliates and family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others and which do not involve more than the normal risk of collectibility or present other unfavorable features. While certain provisions of the Sarbanes-Oxley Act of 2002 generally prohibit BancorpSouth from making personal loans to its directors and executive officers, it permits BancorpSouth Bank and certain of BancorpSouthÕs other subsidiaries to make loans to BancorpSouthÕs directors and executive officers so long as these loans are on non-preferential terms. During the year ended December 31, 2004, the maximum aggregate amount of extensions of credit outstanding to our directors and executive officers and their associates was $35,754,191 (3.90% of our equity capital as of December 31, 2004). As of January 31, 2005, the aggregate amount of extensions of credit to these persons was $31,758,090.

BancorpSouth Bank makes available to all of its employees individual loans based upon creditworthiness. Loans were made to employees during 2004 at interest rates ranging from 4.25% to 6.75% per annum, with the interest rate determined primarily according to the term of the loan. All loans to employees are generally made at the prevailing interest rate.

Forman, Perry, Watkins, Krutz & Tardy LLP, a law firm of which Alan W. Perry, one of our directors, is a member, was paid $62,391 for certain legal services rendered on our behalf during 2004, and may provide additional legal services to us in the future.

Lashlee-Rich, Inc., of which Turner O. Lashlee, one of our directors, is the Chairman of the Board, was paid an aggregate of approximately $97,805 by BancorpSouth Bank during 2004 for various construction projects for BancorpSouth Bank.

During 2004, Laura Staub Young, a daughter of director Travis E. Staub, was employed by BancorpSouth Bank as First Vice President, Student Loan Manager. Clayton H. Patterson, a son of our Chairman of the Board and Chief Executive Officer Aubrey B. Patterson, was employed by BancorpSouth Bank as a Vice President in 2004. Also, James Kevin Martin, the son-in-law of Aubrey B. Patterson, was employed as an Administration Officer for Network Services of BancorpSouth Bank in 2004. During 2004, each of Ms. Young, Mr. Patterson and Mr. Martin was paid an aggregate amount of salary and bonus less than $100,000 and received other benefits comparable to those received by employees having similar positions. The compensation of each was established by BancorpSouth Bank in accordance with its employment and compensation practices applicable to employees holding comparable positions.

3/26/2004 Proxy Information

BancorpSouth Bank, BancorpSouthÕs wholly-owned subsidiary, has had, and expects to have in the future, banking transactions in the ordinary course of business with our officers and directors and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others and which do not involve more than the normal risk of collectibility or present other unfavorable features. While certain provisions of the Sarbanes-Oxley Act of 2002 generally prohibit BancorpSouth from making personal loans to its directors and executive officers, it permits BancorpSouth Bank and certain of BancorpSouthÕs other subsidiaries to make loans to BancorpSouthÕs directors and executive officers so long as these loans are on non-preferential terms. During the year ended December 31, 2003, the maximum aggregate amount of extensions of credit outstanding to our directors and executive officers and their associates was $36,345,503 (4.18% of our equity capital as of December 31, 2003). As of January 31, 2004, the aggregate amount of extensions of credit to these persons was $32,900,847.

BancorpSouth Bank makes available to all of its employees individual loans based upon credit-worthiness. Loans were made to employees during 2003 at interest rates ranging from 4.25% to 6.00% per annum, with the interest rate determined primarily according to the term of the loan. All loans to employees are generally made at the prevailing interest rate.

Forman, Perry, Watkins, Krutz & Tardy, PLLC, a law firm of which Alan W. Perry, one of our directors, is a member, was paid $297,790 for certain legal services rendered on our behalf during 2003, and may provide additional legal services to us in the future.

Lashlee-Rich, Inc., of which Turner O. Lashlee, one of our directors, is the Chairman of the Board, was paid an aggregate of approximately $375,189 by BancorpSouth Bank during 2003 for various construction projects for BancorpSouth Bank.

During 2003, Laura Staub Young, a daughter of director Travis E. Staub, was employed by BancorpSouth Bank as First Vice President, Student Loan Manager. Clayton H. Patterson, a son of our Chairman of the Board and Chief Executive Officer Aubrey B. Patterson, was employed by BancorpSouth Bank as a Vice President in 2003. Also, James Kevin Martin, the son-in-law of Aubrey B. Patterson, was employed as an Administration Officer for Network Services of BancorpSouth Bank in 2003. During 2003, each of Ms. Young, Mr. Patterson and Mr. Martin was paid an aggregate amount of salary and bonus less than $100,000 and received other benefits comparable to those received by employees having similar positions. The compensation of each was established by BancorpSouth Bank in accordance with its employment and compensation practices applicable to employees holding comparable positions.

3/26/2003 Proxy Information

BancorpSouth Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with our officers and directors and their associates, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others and which do not involve more than the normal risk of collectibility or present other unfavorable features. While certain provisions of the Sarbanes-Oxley Act of 2002 generally prohibit BancorpSouth from making personal loans to its directors and executive officers, the Act permits BancorpSouth Bank and certain of BancorpSouthÕs other subsidiaries to make loans to BancorpSouthÕs directors and executive officers so long as these loans are on non-preferential terms. During the year ended December 31, 2002, the maximum aggregate amount of extensions of credit outstanding to our directors and executive officers and their associates was $27,876,740 (3.45% of our equity capital as of December 31, 2002). As of January 31, 2003, the aggregate amount of extensions of credit to these persons was $27,343,728.

BancorpSouth Bank makes available to all of its employees individual loans based upon credit-worthiness. Loans were made to employees during 2002 at interest rates ranging from 4.75% to 6.00% per annum, with the interest rate determined primarily according to the term of the loan. All loans to employees are generally made at the prevailing interest rate.

Forman, Perry, Watkins, Krutz & Tardy, PLLC, a law firm of which Alan W. Perry, one of our directors, is a member, was paid $914,517 for certain legal services rendered on our behalf during 2002, and may provide additional legal services to us in the future.

Lashlee-Rich, Inc., of which Turner O. Lashlee, one of our directors, is the Chairman of the Board, was paid an aggregate of $295,045 by BancorpSouth Bank during 2002 for various construction projects in Tennessee for BancorpSouth Bank.

JESCO, Inc., of which Travis E. Staub, one of our directors, is Vice Chairman, was paid an aggregate of $652,194 by BancorpSouth Bank during 2002 for services rendered with respect to certain of BancorpSouth BankÕs facilities.

During 2002, Laura Staub Young, a daughter of director Travis E. Staub, was employed by BancorpSouth Bank as First Vice President, Student Loan Manager. Clayton H. Patterson, a son of our Chairman of the Board and Chief Executive Officer Aubrey B. Patterson, was employed by BancorpSouth Bank as a Vice President in 2002. Also, James Kevin Martin, the son-in-law of Aubrey B. Patterson, was employed as an Administration Officer for the Mortgage Department of BancorpSouth Bank in 2002. During 2002, each of Ms. Young, Mr. Patterson and Mr. Martin was paid an aggregate amount of salary and bonus less than $75,000 and received other benefits comparable to those received by employees having similar positions. The compensation of each was established by BancorpSouth Bank in accordance with its employment and compensation practices applicable to employees holding comparable positions.

Clayton H. Patterson, a son of our Chairman of the Board and Chief Executive Officer Aubrey B. Patterson, was employed by BancorpSouth Bank as a Vice President in 2002. Also, James Kevin Martin, the son-in-law of Aubrey B. Patterson, was employed as an Administration Officer for the Mortgage Department of BancorpSouth Bank in 2002.