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Optimization Plan

BancorpSouth Branch Network Optimization Plan

On May 10, we announced a branch optimization plan, which includes the planned closing or consolidation of 23 bank branches. The branches being closed are listed below for your convenience. Customers with an account at these locations are being notified of the closure as regulations require, and safe box customers will receive an additional notification.

The planned closings and consolidations are a result of a comprehensive internal study that, among a range of activities, measured branch performance by comparing financial and non-financial indicators to growth opportunities. The volume of business conducted at these locations has been limited, and there has not been sustained growth sufficient to support the normal and routine expenses required to continue operating the branches designated for closure or consolidation. Other considerations in our decision to close the branches included the ability to continue serving customers’ financial needs at nearby locations.

There will not be any changes to customers’ accounts and they will continue to work as they do today.

Branch Address	Branch City	State
10675 US Hwy 431 N	Albertville	AL
2220 Adams Street	Camden	AR
111 SE Main St	Chidester	AR
2730 N West Ave	El Dorado	AR
3rd & Bonner	Hope	AR
12205 US Hwy 165 E	Humnoke	AR
103 Division St	Humphrey	AR
505 Hwy 71	Mountainburg	AR
1906 Highway 49 N	Paragould	AR
216 East Third	Texarkana	AR
100 Christina Marie Dr	O'Fallon	MO
346 Main St	Ecru	MS
100 S Magnolia St	Edwards	MS
40518 Old Hwy 45 S	Hamilton	MS
301 W Front St	Houlka	MS
3217 Audubon Dr	Laurel	MS
1001 Barnes Crossing Road - Inside*	Tupelo	MS
1803 W Main St	Tupelo	MS
106 Main St	Utica	MS
260 Main St	Henning	TN
1609 Dr F E Wright Dr	Jackson	TN
2076 N Highland Ave	Jackson	TN
406 Broadway St	Maud	TX

To view the press release regarding our Branch Network Optimization Plan click here.

*Service only location inside mall, not the outside location.

Be aware of fraudulent phone calls, text messages and e-mails that may appear to be from your bank. Check the Latest News section to learn more.

BancorpSouth is a member of FDIC.

Insurance and Investment products are:
Not a Deposit • No Bank Guarantee • Not insured by FDIC or other Government Agency
Not a Condition of any Bank Loan, Product or Service

MUTUAL FUND FEES AND ADDITIONAL COMPENSATION

Mutual funds are subject to various fees, charges and other expenses, including investment management fees and various distributionrelated fees (including 12b-1 fees), transfer agency fees and other administrative service fees. The current prospectus for the applicable mutual fund contains more detailed information concerning the fund and its objectives, risks, fees and charges. A copy of the current prospectus may be obtained by contacting your Account Administrator.

BancorpSouth Asset Management & Trust receives fees or other compensation ("Fund Compensation") when your account's assets are invested in certain mutual funds, including money market mutual funds. Some Fund Compensation is paid to us from the assets of the funds ("Fund-Paid Compensation") and impacts your investment return. In other instances, Fund Compensation is paid out of the assets of the fund's manager/sponsor ("Manager-Paid Compensation") and does not impact your investment return. Generally, Fund Compensation is paid to us at least quarterly and is based on a percentage of the average daily net assets of your account invested in the fund. The Fund Compensation we receive is in addition to our normal asset-based fees and other fees and the value of your account's assets will be included in calculating our normal asset-based fees and applicable Fund Compensation.

Trading Platform. If you direct the investment of your account, you have access to a wide variety of mutual funds on our BancorpSouth Asset Management Trading Platform. Many of the mutual funds available on the Trading Platform pay us Fund-Paid Compensation for sub-transfer agency and related services, which fees typically range from 0.10% - 0.15% annually. In addition, certain funds available on the Trading Platform pay us Fund-Paid Compensation in the form of 12b-1 fees for various administration and customer servicing relating to the fund's shares held by your account, which fees typically range from 0.00% to 0.25% annually.

Asset Allocation Models. Currently, we receive Fund-Paid Compensation only in the form of sub-transfer agency fees (for services related to buying, selling, and holding fund shares) from some mutual funds (including money market funds) that are used in our Asset Allocation Models. The sub-transfer agency fees we receive range from 0.00% to 0.15%. The amount of Fund Compensation we receive will vary from fund to fund and may not apply in the case of some funds. Our investment process is designed to pick funds for the Asset Allocation Models without regard to whether a fund pays us Fund Compensation and without regard to the amount of such compensation.

Money Market Mutual Funds. Your account's short-term balances are invested in money market mutual funds sponsored/managed by Federated Securities Corp. ("Federated Money Funds") or money market mutual funds sponsored/managed by Goldman Sachs Asset Management, L.P. ("Goldman Money Funds"). As of March 1, 2011, we receive Manager-Paid Compensation from Federated Securities Corp. or its affiliates of up to 0.05% of the average net assets invested in Federated Money Funds and from Goldman Sachs Asset Management or one of its affiliates of up to 0.06% of the average net assets invested in the Goldman Money Funds. The level of Manager-Paid Compensation will vary from time to time.

For additional information, please contact your Account Administrator.