As filed with the Securities and Exchange Commission on December 21, 2006

Registration No. 333-[•]

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BANCORPSOUTH, INC.

(Exact name of registrant as specified in its charter)

Mississippi		6712		64-0659571
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

		Aubrey B. Patterson
		BancorpSouth, Inc.
One Mississippi Plaza		One Mississippi Plaza
201 South Spring Street		201 South Spring Street
Tupelo, Mississippi 38804		Tupelo, Mississippi 38804
(662) 680-2000		(662) 680-2000
(Address, including zip code, and telephone number, including		(Name, address, including zip code, and telephone number,
area code, of registrant’s principal executive offices)		including area code, of agent for service)

With copies to:

E. Marlee Mitchell, Esq.		Kenneth H. Suelthaus, Esq.
Waller Lansden Dortch & Davis, LLP		Larry K. Harris, Esq.
511 Union Street, Suite 2700		Polsinelli Shalton Welte Suelthaus PC
Nashville, Tennessee 37219		7733 Forsyth Boulevard
		St. Louis, Missouri 63105

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and completion of the merger described in the enclosed Proxy Statement/Prospectus.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of each class of securities

Amount to be

offering price

aggregate offering

Amount of

to be registered

registered(1)

per share

price(2)

registration fee

Common stock, par value $2.50 per share(3)

3,824,350

N/A

$

101,574,736

$

10,868.50

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

PROXY STATEMENT/PROSPECTUS

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

          The boards of directors of BancorpSouth, Inc. and City Bancorp have approved a merger agreement to merge our two companies. If City Bancorp shareholders vote to approve the merger agreement and the merger is completed, City Bancorp will merge with and into BancorpSouth, and City Bancorp shareholders, other than City Bancorp shareholders who properly exercise their rights to dissent from the merger, will have the opportunity to elect to receive in exchange for each share of City Bancorp common stock they own (i) a cash payment of $34.08 or (ii) between 1.2198 and 1.4908 shares of BancorpSouth common stock, depending on the average closing price of BancorpSouth common stock reported on the New York Stock Exchange for the 10 trading days ending on the date on which the last consent of applicable federal and state regulatory authorities is received. Holders of more than one share of City Bancorp common stock may elect a combination of cash and shares of BancorpSouth common stock. In the merger, the percentage of shares of City Bancorp common stock that will be exchangeable into the right to receive shares of BancorpSouth common stock is fixed at 50%. This will result in the issuance of up to 3,644,203 shares of BancorpSouth common stock for outstanding shares of City Bancorp common stock. As a result of the 50% limitation for stock consideration, regardless of your election, you may receive a combination of cash and shares of BancorpSouth common stock that is different than what you may have elected, depending on the elections made by other City Bancorp shareholders. Approximately $3 million of the merger consideration, half in cash and half in shares of BancorpSouth common stock, will be deposited into an escrow account at the effective time of the merger.

          The number of shares of BancorpSouth common stock that City Bancorp shareholders may receive in the merger is not fixed. The dollar value of the stock consideration that City Bancorp shareholders may receive will also change depending on fluctuations in the market price of BancorpSouth common stock and might not be known at the time City Bancorp’s shareholders vote on the merger agreement. The following table shows the average closing price of BancorpSouth common stock reported on the New York Stock Exchange for the 10 trading days ending on October 30, 2006, the last full trading day before we announced the merger, and before [•], 2007, the last practicable trading day before the distribution of this Proxy Statement/Prospectus. This table also shows the implied value of the stock consideration proposed for each share of City Bancorp common stock, which we calculated by multiplying the appropriate 10-day average closing price of BancorpSouth common stock for those dates by the corresponding exchange ratio. You should obtain current market quotations for BancorpSouth common stock from a newspaper, the Internet or your broker. BancorpSouth common stock is listed on the New York Stock Exchange under the symbol “BXS.”

10-day Average Closing Price

Implied Value per Share of City Bancorp

of BancorpSouth Common Stock

Exchange Ratio

Common Stock

At October 30, 2006

$

26.24

1.2988

$

34.08

At [•], 2007

[•]

[•]

[•]

          This Proxy Statement/Prospectus provides you with detailed information about the proposed merger between BancorpSouth and City Bancorp. This document also contains information about BancorpSouth and City Bancorp. We encourage you to carefully read and consider this Proxy Statement/Prospectus in its entirety. You can obtain additional information about BancorpSouth from documents that it has filed with the Securities and Exchange Commission. For information on how to obtain copies of these documents, you should refer to the section of this document entitled “WHERE YOU CAN FIND MORE INFORMATION,” which begins on page 106.

          You should carefully consider the risk factors described beginning on page 20 of this Proxy Statement/Prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of BancorpSouth common stock to be issued under this Proxy Statement/Prospectus or determined if this Proxy Statement/Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          Shares of BancorpSouth common stock are not savings or deposit accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this Proxy Statement/Prospectus is [•], 2007,
and it is first being mailed to the shareholders of City Bancorp on or about [•], 2007.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF CITY BANCORP:

          This serves as notice to you that a special meeting of shareholders of City Bancorp will be held on [•], 2007 at 10:00 a.m., Central Time, at 3345 South Campbell Avenue, Springfield, Missouri 65807, for the purpose of considering and voting upon the approval of the Agreement and Plan of Merger, dated as of October 31, 2006, between City Bancorp and BancorpSouth, Inc., which provides for the merger of City Bancorp with and into BancorpSouth as more fully described in the attached Proxy Statement/Prospectus.

          Only holders of record of shares of City Bancorp common stock at the close of business on [•], 2007 are entitled to notice of and to vote at the special meeting or any adjournments or postponements of the special meeting. Each share of City Bancorp common stock is entitled to one vote. Approval of the merger agreement requires approval by two-thirds of all the votes entitled to be cast by shareholders of City Bancorp.

          The Board of Directors of City Bancorp has unanimously approved the merger agreement and recommends that City Bancorp shareholders vote “FOR” approval of the merger agreement.

          City Bancorp shareholders, other than City Bancorp shareholders who properly exercise their rights to dissent from the merger, will have the opportunity to elect to receive in exchange for each share of City Bancorp common stock they own (i) a cash payment of $34.08 or (ii) between 1.2198 and 1.4908 shares of BancorpSouth common stock as described in the Proxy Statement/Prospectus accompanying this notice. Holders of more than one share of City Bancorp common stock may elect a combination of stock and cash consideration. Cash will be paid in lieu of any remaining fractional share interest. Approximately $3 million of the merger consideration, half in cash and half in shares of BancorpSouth common stock, will be deposited into escrow with Enterprise Bank & Trust Company at the effective time of the merger.

          Notice of Right to Dissent. Dissenting shareholders who comply with the procedural requirements of the General and Business Corporation Law of Missouri will be entitled to receive payment of the fair cash value of their shares, if the merger agreement is approved and the merger is completed. The text of Section 351.455 of the General and Business Corporation Law of Missouri containing the procedural requirements to exercise dissenters’ rights is attached as Annex B to the accompanying Proxy Statement/Prospectus. In addition, please see the section entitled “THE MERGER – Shareholders Dissenters’ Rights” in the accompanying Proxy Statement/Prospectus for a discussion of the procedures to be followed in asserting these dissenters’ rights.

          Please mark, sign, date and return the enclosed proxy card promptly, whether or not you plan to attend the special meeting. All City Bancorp shareholders are invited to attend the special meeting. To ensure your representation at the special meeting, please complete and promptly mail the enclosed proxy card in the enclosed white postage paid business reply envelope to City Bancorp. This will not prevent you from voting in person, but will help to secure a quorum and avoid added solicitation costs. If you do not vote your proxy, the effect will be the same as a vote against the merger agreement. You may revoke your proxy at any time before it is voted by: (i) sending a written notice to the chief executive officer of City Bancorp in time to be received before the special meeting stating that you would like to revoke your proxy; (ii) completing, signing and dating another proxy and returning it by mail to the chief executive officer of City Bancorp in time to be received before the special meeting, in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or (iii) attending the special meeting and voting in person (attendance at the special meeting by itself will not revoke a previously granted proxy).

          Please also fill out the enclosed election form and letter of transmittal according to their instructions and promptly mail, in the enclosed brown postage paid business reply envelope, the election form and the letter of transmittal, along with all of your City Bancorp stock certificates. The election form is the document provided to you to select the amount of stock and/or cash consideration you wish to receive in connection with the proposed merger and to be effective, must be received by Computershare Trust Company, N.A. no later than [•], 2007 (10 business days after the date of the special meeting). Please review the Proxy Statement/Prospectus accompanying this notice for more complete information regarding the proposed merger and the special meeting.

		BY ORDER OF THE BOARD OF DIRECTORS,
Springfield, Missouri
[•], 2007		Chairman and Chief Executive Officer

ADDITIONAL INFORMATION

          This Proxy Statement/Prospectus incorporates important business and financial information about BancorpSouth from documents that are not included in or delivered with this Proxy Statement/Prospectus. See “WHERE YOU CAN FIND MORE INFORMATION” beginning on page 106. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference in this Proxy Statement/Prospectus by requesting them in writing or by telephone from BancorpSouth as follows:

BancorpSouth, Inc.
One Mississippi Plaza
201 South Spring Street
Tupelo, Mississippi 38804
(662) 680-2000
Attention: Cathy S. Freeman, Corporate Secretary

          In order to receive timely delivery of requested documents in advance of City Bancorp’s special meeting of shareholders, your request should be received no later than [•], 2007.

          You also may obtain these documents at the Securities and Exchange Commission’s Internet world wide web site, http://www.sec.gov, and at BancorpSouth’s Internet world wide website, http://www.bancorpsouthonline.com, by selecting “Investor Relations” and then selecting “SEC Filings.” We have included the web site addresses of the Securities and Exchange Commission and BancorpSouth as inactive textual references only. Except as specifically incorporated by reference into this Proxy Statement/Prospectus, information on those web sites is not part of this Proxy Statement/Prospectus.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER			7
SUMMARY			11
RISK FACTORS			20
You Might Not Receive the Form of Merger Consideration that You Elect			20
You Might Not Know the Exchange Ratio When You Send Your Election Form or Proxy			20
The Market Price of the Shares of BancorpSouth Common Stock You Receive in the Merger Will Fluctuate and the Precise Exchange Ratio Cannot be Presently Determined			20
We May Fail to Achieve the Anticipated Benefits of the Merger			21
The Market Price of Shares of BancorpSouth Common Stock after the Merger May Be Affected by Factors Different from those Affecting Shares of City Bancorp or BancorpSouth Currently			21
The Merger Agreement Limits the Ability of City Bancorp to Pursue Alternative Transactions to the Merger and Requires City Bancorp to Pay a Termination Fee if it Does			21
The Executive Officers and Directors of City Bancorp Have Interests Different from Typical City Bancorp Shareholders			21
Former Shareholders of City Bancorp Will Be Limited in their Ability to Influence BancorpSouth’s Actions and Decisions Following the Merger			22
The Merger May Result in a Loss of Current City Bancorp Employees			22
A Portion of the Merger Consideration Will be Deposited Into an Escrow Account and Will not be Distributable for up to Seven Years			22
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANCORPSOUTH			23
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CITY BANCORP			25
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA			27
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			28
THE SPECIAL MEETING			30
General			30
Proxies			30
Solicitation of Proxies			31
Record Date and Voting Rights			31

Recommendation of Board of Directors			31
Shareholders Dissenters’ Rights			32
THE MERGER			33
Description of the Merger			33
Background and Reasons for the Merger			34
Analysis of Financial Advisors to City Bancorp			35
Regulatory Approval			51
Accounting Treatment			51
Material United States Federal Income Tax Consequences			51
Retirement Plan			56
Equity Incentive Plans			56
Shareholders Dissenters’ Rights			56
Interests of Certain Persons in the Merger			58
Comparison of Rights of Shareholders			59
Restrictions on Resales by Affiliates			59
Source of Funds for Cash Portion of Merger Consideration			59
THE MERGER AGREEMENT			60
Terms of the Merger			60
Cash or Stock Election			62
Election Procedures; Surrender of Stock Certificates			63
Treatment of Stock Options			64
Representations and Warranties			65
Conduct of Business Prior to the Merger and Other Covenants			66
Conditions to the Merger			69
Termination of the Merger Agreement			70
Escrow Fund			70
Indemnification			71
Amendment of the Merger Agreement			71
Waiver			71
Expenses			71
Management and Operations Following the Merger			71
PRICE RANGE OF COMMON STOCK AND DIVIDENDS			72
BancorpSouth			72
City Bancorp			72
INFORMATION ABOUT BANCORPSOUTH			73
INFORMATION ABOUT CITY BANCORP			74
Business			74
Market Price of and Dividends on Common Equity and Related Stockholder Matters			74
Management’s Discussion and Analysis of Financial Condition and Results of Operations			74
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			87
Security Ownership of Certain Beneficial Owners and Management prior to the Merger			87
Quantitative and Qualitative Disclosures about Market Risk			89
COMPARISON OF RIGHTS OF SHAREHOLDERS			90
Summary of Material Differences Between the Rights of BancorpSouth Shareholders and the Rights of City Bancorp Shareholders			90
WHERE YOU CAN FIND MORE INFORMATION			106
2007 ANNUAL SHAREHOLDERS MEETINGS AND SHAREHOLDER PROPOSALS			108
BancorpSouth			108
City Bancorp			108
LEGAL MATTERS			108
EXPERTS			108

Annex A: Agreement and Plan of Merger			A-1
Annex B: Section 351.455 of the General and Business Corporation Law of Missouri			B-1
Annex C: Opinion of Stifel, Nicolaus & Company, Incorporated			C-1
Annex D: Opinion of Mercer Capital Management, Inc.			D-1
Ex-5.1 Opinion of Riley, Caldwell, Cork & Alvis, P.A.
Ex-8.1 Opinion of Waller Lansden Dortch & Davis, LLP, as to tax matters
Ex-8.2 Opinion of Polsinelli Shalton Welte Suelthaus PC, as to tax matters
Ex-23.1 Consent of KPMG LLP
Ex-99.1 Form of City Bancorp Proxy Card
Ex-99.2 Form of City Bancorp Election Form
Ex-99.3 Consent of Stifel, Nicolaus & Company, Incorporated
Ex-99.4 Consent of Mercer Capital Management, Inc.

1		Includes all stock options that will become exercisable as a result of the merger.
2		Assuming the maximum share exchange ratio of 1.4908 and assuming elections to receive all BancorpSouth common stock as merger consideration.

RISK FACTORS

     The merger involves a number of risks. In addition to the risks described below, the combined companies will continue to be subject to the risks described in the documents that BancorpSouth has filed with the Securities and Exchange Commission that are incorporated by reference into this Proxy Statement/Prospectus, including without limitation, BancorpSouth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. If any of the risks described below or in the documents incorporated by reference into this Proxy Statement/Prospectus actually occur, the business, financial condition, results of operations or cash flows of the combined companies could be materially adversely affected. The risks below should be considered along with the other information included or incorporated by reference into this Proxy Statement/Prospectus.

You Might Not Receive the Form of Merger Consideration that You Elect.

     The merger agreement contains provisions that are designed to ensure that 50% of the outstanding shares of City Bancorp common stock are exchanged for shares of BancorpSouth common stock and the other 50% of the shares of City Bancorp common stock are exchanged for cash consideration. If elections are made by City Bancorp shareholders that would otherwise result in more or less than 50% of such shares being converted into BancorpSouth common stock, the amount of BancorpSouth common stock that City Bancorp shareholders will have elected to receive upon exchange of their shares will be adjusted so that, in the aggregate, 50% of the shares of City Bancorp common stock will be exchanged for the right to receive shares of BancorpSouth common stock and the remaining shares of City Bancorp common stock will be exchanged for the right to receive cash. As a result, there is a risk that you will not receive a portion of the merger consideration in the form that you elect, which could result in, among other things, tax consequences that differ from those that would have resulted had you received the form of consideration you elected (including the recognition of gain for U.S. federal income tax purposes with respect to the cash received). If you do not make an election, you will be deemed to have made an election to receive the merger consideration in such combination of cash and/or shares of BancorpSouth common stock as provided for in the merger agreement.

You Might Not Know the Exchange Ratio When You Send Your Election Form or Proxy

     You are required to send to Computershare Trust Company, N.A., the exchange agent, the election form and stock certificates representing shares of City Bancorp common stock that you own so that they are received no later than the 10th business day immediately following the special meeting of the City Bancorp shareholders. Because the exchange ratio will not be determinable until the end of business on the day on which the last consent of the applicable federal and state regulatory authorities is received, you may not know the exchange ratio when you send your election form to the exchange agent. Similarly, if you mail or otherwise submit your proxy prior to the receipt of the last consent of the applicable federal and state regulatory authorities, you may not know the exchange ratio when you vote on the merger agreement. As a result, you may not know the number of shares of BancorpSouth common stock you would receive as stock consideration when you vote on the merger agreement and elect the form of merger consideration you want to receive.

The Market Price of the Shares of BancorpSouth Common Stock You Receive in the Merger Will Fluctuate and the Precise Exchange Ratio Cannot be Presently Determined.

     The merger agreement provides for an exchange ratio that is based on the average closing price of BancorpSouth common stock for the 10-trading day period ending on the date on which the last consent of the applicable federal and state regulatory authorities is received. The merger agreement provides for adjustment of the exchange ratio if the 10-day average closing price is between $22.86 and $27.94 per share, but it does not provide any adjustment if the 10-day average closing price is below $22.86 per share or above $27.94 per share. Consequently, the market price of the stock consideration may be more or less than the cash consideration upon completion of the merger. The merger agreement provides City Bancorp the right to terminate the merger agreement if the 10-day average closing price of BancorpSouth common stock is below $20.57; however, if City Bancorp elects to terminate the merger agreement, BancorpSouth has the option to increase the exchange ratio to an amount that would cause the dollar value of the stock consideration to be equal to the dollar value of the stock consideration had the 10-day average closing price been equal to $22.86. If BancorpSouth exercises its option to increase the exchange ratio, then the merger agreement will remain in effect. Because the exchange ratio is based on

the average closing price of BancorpSouth common stock for a period of time prior to the receipt of all applicable federal and state regulatory approvals, the precise exchange ratio cannot be presently determined. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control.

     Shareholders of City Bancorp are urged to obtain current market quotations for BancorpSouth common stock from a newspaper, the Internet or their brokers. The historical prices of BancorpSouth common stock included in this Proxy Statement/Prospectus are not necessarily indicative of the prices that will be used to calculate the exchange ratio. The future market price of BancorpSouth common stock cannot be guaranteed or predicted.

We May Fail to Achieve the Anticipated Benefits of the Merger.

     BancorpSouth and City Bancorp have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger.

The Market Price of Shares of BancorpSouth Common Stock after the Merger May Be Affected by Factors Different from those Affecting Shares of City Bancorp or BancorpSouth Currently.

     The businesses of BancorpSouth and City Bancorp differ in some respects and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent financial condition and results of operations of each of BancorpSouth and City Bancorp. For a discussion of the businesses of BancorpSouth and City Bancorp and of certain factors to consider in connection with those businesses, see “INFORMATION ABOUT BANCORPSOUTH” on page 73 and “INFORMATION ABOUT CITY BANCORP” beginning on page 74.

The Merger Agreement Limits the Ability of City Bancorp to Pursue Alternative Transactions to the Merger and Requires City Bancorp to Pay a Termination Fee if it Does.

     The merger agreement prohibits City Bancorp and its directors, officers, employees, representatives and agents from soliciting, authorizing the solicitation of or, subject to very narrow exceptions, entering into discussions with any person or entity other than BancorpSouth or BancorpSouth Bank regarding alternative acquisition proposals. The prohibition limits the ability of City Bancorp to pursue offers that may be superior from a financial point of view from other possible acquirors. If the merger agreement is terminated for certain reasons and City Bancorp receives an unsolicited proposal from a party other than BancorpSouth or BancorpSouth Bank within nine months after such termination, and actions are taken by the board of directors of City Bancorp to pursue further discussions or negotiations regarding such proposal, City Bancorp will be required to pay $4.5 million in cash to BancorpSouth upon demand. This fee makes it less likely that a third party will make an alternative acquisition proposal.

The Executive Officers and Directors of City Bancorp Have Interests Different from Typical City Bancorp Shareholders.

     The executive officers and directors of City Bancorp have certain interests in the merger and participate in certain arrangements that are different from, or are in addition to, those of City Bancorp shareholders generally. As a result, these executive officers and directors could be more likely to approve the merger agreement than if they did not have these interests. See “THE MERGER – Interests of Certain Persons in the Merger.”

Former Shareholders of City Bancorp Will Be Limited in their Ability to Influence BancorpSouth’s Actions and Decisions Following the Merger.

     Following the merger, former shareholders of City Bancorp will hold less than [•]% of the outstanding shares of BancorpSouth common stock. As a result, former City Bancorp shareholders will have only a limited ability to influence BancorpSouth’s business. Former City Bancorp shareholders will not have separate approval rights with respect to any actions or decisions of BancorpSouth or have separate representation on BancorpSouth’s board of directors.

The Merger May Result in a Loss of Current City Bancorp Employees.

     Despite BancorpSouth’s efforts to retain quality employees, BancorpSouth might lose some of City Bancorp’s current employees following the merger. Current City Bancorp employees may not want to work for a larger, publicly traded multi-state company instead of a smaller, privately-held company with operations in a single state, or may not want to assume different duties, positions and compensation that BancorpSouth offers to the City Bancorp employees. Competitors may recruit employees prior to the merger and during the integration process after the merger. As a result, current employees of City Bancorp could leave with little or no prior notice. BancorpSouth cannot assure you that the combined companies will be able to attract, retain and integrate employees following the merger which could adversely affect the operations of the combined companies.

A Portion of the Merger Consideration Will be Deposited Into an Escrow Account and Will not be Distributable for up to Seven Years

     Approximately $3 million of the merger consideration, half in cash and half in shares of BancorpSouth common stock, will be deposited into escrow with Enterprise Bank & Trust Company at the effective time of the merger. This escrow fund will be used to pay judgments, settlements and related legal fees and costs relating to certain outstanding litigation against City Bancorp or any subsidiary of City Bancorp that is a party to this litigation. The funds shall be held in escrow until the final resolution of such litigation, whether by entry of a final unappealable judgment or by final settlement and release of all City Bancorp entities that are parties to such litigation, but in no event longer than seven years. Upon termination of the escrow arrangement, any cash or shares of BancorpSouth common stock remaining in the escrow fund will be disbursed to the former holders of City Bancorp common stock who did not exercise their right to dissent with respect to the merger. The market price of BancorpSouth common stock will fluctuate during the period of time the shares are held in escrow and such shares will not be transferable and the cash will not be available until distributed from the escrow account to the former holders of City Bancorp common stock. For U.S. federal income tax purposes, the non-dissenting City Bancorp shareholders should be treated as the owners of the escrowed shares of BancorpSouth common stock and, possibly, the escrowed cash. In addition, each City Bancorp shareholder should be required to include in gross income for U.S. federal income tax purposes all amounts earned on the escrow fund, as such amounts are earned.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANCORPSOUTH

     The following table sets forth certain financial information with respect to BancorpSouth, which is derived from the audited and unaudited financial statements of BancorpSouth. The results of operations for the nine months ended September 30, 2006 are not necessarily indicative of the results of operations for the full year or any other interim period. BancorpSouth management prepared the unaudited information on the same basis as it prepared BancorpSouth’s audited consolidated financial statements. In the opinion of BancorpSouth management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for the dates presented. You should read this information in conjunction with BancorpSouth’s consolidated financial statements and related notes included in BancorpSouth’s Annual Report on Form 10-K for the year ended December 31, 2005, and BancorpSouth’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, which are incorporated by reference into this document and from which this information is derived. See “WHERE YOU CAN FIND MORE INFORMATION” beginning on page 106.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANCORPSOUTH

																						For the Nine Months
																						Ended September 30,
		For the Years Ended December 31,																				(Unaudited)
		2005				2004				2003				2002				2001				2006				2005
		(Dollars in Thousands, Except Per Share Amounts)
Earnings Summary:
Interest revenue		$	559,936			$	497,629			$	526,911			$	590,418			$	660,475			$	502,522			$	409,939
Interest expense			204,379				163,837				175,805				218,892				331,093				212,974				146,651
Net interest revenue			355,557				333,792				351,106				371,526				329,382				289,548				263,288
Provision for credit losses			24,467				17,485				25,130				29,411				22,259				2,252				22,492
Noninterest revenue			198,812				183,519				190,086				124,826				127,998				155,604				145,105
Noninterest expense			362,102				342,945				322,594				304,985				289,318				293,013				269,777
Income before income tax			167,800				156,881				193,468				161,956				145,803				149,887				116,124
Applicable income taxes			52,601				46,261				62,334				49,938				47,340				46,016				35,730
Net income		$	115,199			$	110,620			$	131,134			$	112,018			$	98,463			$	103,871			$	80,394
Per Share Data:
Basic earnings		$	1.47			$	1.44			$	1.69			$	1.40			$	1.19			$	1.31			$	1.03
Diluted earnings			1.47				1.43				1.68				1.39				1.19				1.31				1.02
Cash dividends			0.76				0.73				0.66				0.61				0.57				0.59				0.57
Book value – end of period			12.33				11.74				11.15				10.40				9.92				13.03				12.02
Balance Sheet Data (period end):
Total assets		$	11,768,674			$	10,848,193			$	10,305,035			$	10,189,247			$	9,395,429			$	11,859,942			$	11,065,258
Loans, net of unearned income			7,365,555				6,836,698				6,233,067				6,389,385				6,073,200				7,773,682				7,091,063
Allowance for credit losses			101,500				91,673				92,112				87,875				83,150				97,391				101,067
Total deposits			9,607,258				9,059,091				8,599,128				8,548,918				7,856,840				9,492,374				9,221,267
Total stockholders’ equity		$	977,166			$	916,428			$	868,906			$	807,823			$	805,403			$	1,031,359			$	940,878
Balance Sheet Data (averages):
Total assets		$	10,968,874			$	10,555,133			$	10,236,904			$	9,882,168			$	9,261,912			$	11,778,913			$	10,853,207
Total stockholders’ equity		$	934,563			$	873,264			$	845,874			$	810,893			$	796,706			$	995,576			$	926,098
Average number of diluted shares outstanding (in thousands)			78,597				77,378				78,164				80,481				82,979				79,552				78,560
Selected Ratios (annualized):
Return on average assets			1.05	%			1.05	%			1.28	%			1.13	%			1.06	%			1.18	%			0.99	%
Return on average stockholders’ equity			12.33				12.67				15.50				13.81				12.36				13.95				11.61
Net interest margin			3.64				3.52				3.80				4.15				3.94				3.71				3.64
Net charge-offs to average loans			0.23				0.31				0.33				0.41				0.35				0.11				0.25
Tier 1 capital to risk-weighted assets			12.85				12.41				13.24				11.92				10.70				12.38				12.34
Total capital to risk-weighted assets			14.11				13.67				14.51				13.16				11.91				13.58				13.61

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CITY BANCORP

     The following table sets forth certain financial information with respect to City Bancorp, which is derived from the audited and unaudited financial statements of City Bancorp. The results of operations for the nine months ended September 30, 2006 are not necessarily indicative of the results of operations for the full year or any other interim period. City Bancorp management prepared the unaudited information on the same basis as it prepared City Bancorp’s audited consolidated financial statements. In the opinion of City Bancorp management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data for the dates presented.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CITY BANCORP

																						For the Nine Months
																						Ended September 30,
		For the Years Ended December 31,																				(Unaudited)
		2005				20041				20031				20021				20011				2006				2005
		(Dollars in Thousands, Except Per Share Amounts)
Earnings Summary:
Interest income		$	42,020			$	27,916			$	15,559			$	12,853			$	12,796			$	41,207			$	30,351
Interest expense			17,297				10,212				5,638				5,915				7,508				19,347				12,272
Net interest income			24,723				17,704				9,921				6,938				5,288				21,860				18,079
Provision for loan losses			874				684				771				794				643				779				560
Noninterest income			5,075				4,865				681				523				360				3,248				3,564
Noninterest expense			16,772				14,108				5,956				4,576				4,151				13,077				11,825
Income before income taxes			12,152				7,777				3,875				2,091				854				11,252				9,258
Provisions for income taxes			4,618				3,130				1,537				843				377				4,335				3,489
Net income		$	7,534			$	4,647			$	2,338			$	1,248			$	477			$	6,917			$	5,769
Per Share Data:
Basic earnings		$	1.57			$	0.97			$	2.11			$	1.35			$	0.52			$	1.42			$	1.20
Diluted earnings			1.53				0.97				2.11				1.35				0.52				1.39				1.19
Cash dividends			—				0.39				0.65				—				—				0.28				—
Book value – end of period			13.93				12.44				19.35				13.75				12.39				15.04				13.66
Balance Sheet Data (period end):
Total assets		$	791,499			$	694,628			$	328,741			$	275,527			$	218,780			$	850,763			$	749,642
Loans, gross			675,402				600,061				285,660				235,699				168,793				759,701				649,772
Allowance for credit losses			6,746				6,172				2,845				2,301				1,643				7,592				6,533
Securities			26,126				31,436				17,484				15,512				20,618				23,017				25,655
Deposits			584,570				496,239				241,389				202,479				171,964				610,418				555,565
Long-term debt			18,558				24,558				14,248				6,000				—				18,558				18,558
Total stockholders’ equity		$	67,478			$	59,331			$	21,452			$	12,682			$	11,434			$	73,465			$	65,633
Balance Sheet Data (averages):
Total assets		$	734,201			$	642,168			$	296,924			$	230,365			$	189,829			$	800,203			$	725,660
Total stockholders’ equity		$	63,311			$	55,256			$	17,078			$	12,070			$	9,702			$	69,549			$	62,183
Average number of diluted shares outstanding (in thousands)			4,916				4,809				1,108				923				923				4,973				4,842
Selected Ratios (annualized):
Return on average assets			1.03	%			0.73	%			0.79	%			0.54	%			0.25	%			1.15	%			1.06	%
Return on average stockholders’ equity			11.90				8.41				13.69				10.34				4.92				13.26				12.37
Net interest margin			3.61				3.32				3.53				3.22				3.02				3.89				3.52
Net charge-offs to average loans			0.05				0.08				0.09				0.07				0.16				-0.01				0.04
Tier 1 capital to risk-weighted assets			10.27				10.53				9.82				5.50				6.53				9.90				10.59
Total capital to risk-weighted assets			11.24				12.44				13.14				9.18				9.76				10.87				11.59
Leverage ratio			9.65				9.49				9.08				5.02				5.13				9.55				9.45

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

     The following table sets forth for BancorpSouth common stock and City Bancorp common stock certain historical, pro forma and pro forma-equivalent per share financial information. The pro forma and pro forma-equivalent per share information gives effect to the merger as if the merger had been effective on the dates presented, in the case of the book value data, and as if the merger had become effective on January 1, 2005, in the case of the income from continuing operations and cash dividends declared data for the 12 months ended December 31, 2005, and as if the merger had become effective on January 1, 2006, in the case of the income from continuing operations and cash dividends declared data for the nine months ended September 30, 2006. The pro forma data in the tables represents a current estimate based on available information of the combined company’s results of operations and is based on an exchange ratio of 1.2988 shares of BancorpSouth common stock for each share of City Bancorp common stock, which would have been the exchange ratio as of October 30, 2006, the last full trading day before we announced the merger, and assuming that 100% of the outstanding common stock of City Bancorp is converted into BancorpSouth common stock with no regard given to the effect of shares of City Bancorp common stock that are exchanged for cash, as if these shares were outstanding for each period presented. The information in the following table is based on, and should be read together with, the historical financial information that BancorpSouth has presented in filings with the Securities and Exchange Commission. See “WHERE YOU CAN FIND MORE INFORMATION” beginning on page 106.

     The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of possible revenue enhancements, expense efficiencies, asset dispositions and share repurchases, among other factors, that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during these periods. Upon completion of the merger, the operating results of City Bancorp will be reflected in the consolidated financial statements of BancorpSouth on a prospective basis.

		Comparative Per Share Data
		BancorpSouth				City Bancorp				Pro Forma				Pro Forma-Equivalent
		Historical				Historical				Combined				City Bancorp
Income from continuing operations for the 12 months ended December 31, 2005
Basic		$	1.47			$	1.57			$	1.45			$	1.89
Diluted			1.47				1.53				1.44				1.88
Income from continuing operations for the nine months ended September 30, 2006
Basic			1.31				1.42				1.30				1.68
Diluted			1.31				1.39				1.29				1.67
Cash Dividends Declared
For the 12 months ended December 31, 2005			0.76				—				0.76				0.99
For the nine months ended September 30, 2006			0.59				0.28				0.59				0.77
Book Value
As of December 31, 2005			12.33				13.93				13.35				17.34
As of September 30, 2006			13.03				15.04				14.00				18.19

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     This Proxy Statement/Prospectus contains or incorporates by reference certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the financial condition, results of operations and business of BancorpSouth and City Bancorp and about the combined companies following the merger. These statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, tax consequences and accounting treatment of the merger, receipt of regulatory approvals, statements regarding the escrow of a portion of the merger consideration and per share pro forma data for the combined companies. These statements appear in several sections of this Proxy Statement/Prospectus, including “SUMMARY,” “RECENT DEVELOPMENTS,” “THE MERGER – Background and Reasons for the Merger” and “THE MERGER AGREEMENT – Terms of the Merger.” The forward-looking statements generally include any of the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “should,” “will” or “plans” or other similar expressions.

     Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The future results and shareholder values of BancorpSouth and City Bancorp, and of the combined companies, may differ materially from those expressed in these forward-looking statements. Many of the factors that could influence or determine actual results are unpredictable and not within the control of BancorpSouth or City Bancorp. In addition, neither BancorpSouth nor City Bancorp intends to, nor are they obligated to, update these forward-looking statements after this Proxy Statement/Prospectus is distributed, even if new information, future events or other circumstances have made them incorrect or misleading as of any future date.

     Factors that may cause actual results to differ materially from those contemplated by forward-looking statements include, among others, those discussed in the section entitled “RISK FACTORS” beginning on page 20, as well as the following:

	•		failure to obtain required shareholder or regulatory approvals;
	•		failure to complete the merger or to complete it within the expected time frame;
	•		inability to successfully integrate the business of the companies after the merger;
	•		disruption caused by the merger on City Bancorp’s existing customer and employee relations;
	•		materially adverse changes in either company’s financial condition or results of operations following the merger;
	•		changes in economic conditions and government fiscal and monetary policies;
	•		fluctuations in prevailing interest rates;
	•		the ability of BancorpSouth to compete with other participants in the financial services industry;
	•		changes in BancorpSouth’s operating or expansion strategy;
	•		geographic concentration of BancorpSouth’s assets;
	•		the ability of BancorpSouth to attract, train and retain qualified personnel;
	•		the ability of BancorpSouth to effectively market its services and products in Missouri and elsewhere;
	•		BancorpSouth’s dependence on existing sources of funding;

	•		changes in laws and regulations affecting financial institutions in general;
	•		possible adverse rulings, judgments, settlements and other outcomes of pending litigation;
	•		the effects of weather and natural disasters such as hurricanes;
	•		the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base; and
	•		other factors generally understood to affect the financial results of financial services companies and other risks detailed from time to time in BancorpSouth’s news releases and filings with the Securities and Exchange Commission.

THE SPECIAL MEETING

General

     This Proxy Statement/Prospectus is first being mailed on or about [•], 2007, to all persons who were City Bancorp shareholders on [•], 2007.

     Along with this Proxy Statement/Prospectus, City Bancorp shareholders are being provided with a Notice of Special Meeting, election form, transmittal letter and form of proxy card for use at the special meeting of City Bancorp shareholders and at any adjournments or postponements of that meeting.

     At the City Bancorp special meeting, City Bancorp shareholders will consider and vote upon a proposal to approve an Agreement and Plan of Merger, dated as of October 31, 2006, between City Bancorp and BancorpSouth, which provides for the merger of City Bancorp with and into BancorpSouth.

     The special meeting of City Bancorp shareholders will be held at the following time and place:

[•], 2007
10:00 a.m. (Central Time)
City Bancorp
3345 South Campbell Avenue
Springfield, Missouri 65807

Proxies

     City Bancorp encourages its shareholders to promptly vote their proxies by completing, signing, dating and returning the enclosed proxy card solicited by City Bancorp’s board of directors whether or not they are able to attend the City Bancorp special meeting in person.

     A City Bancorp shareholder may revoke any proxy given in connection with this solicitation by:

	•		delivering to the chief executive officer of City Bancorp a written notice revoking the proxy prior to the taking of the vote at the City Bancorp special meeting;
	•		delivering to the chief executive officer of City Bancorp a duly executed proxy relating to the same shares bearing a later date; or
	•		attending the meeting and voting in person (attendance at the City Bancorp special meeting without voting at the meeting will not in and of itself constitute a revocation of a proxy).

     Revocation of proxy by written notice or execution of a new proxy bearing a later date should be submitted to:

City Bancorp
4039 S. Kansas Expressway
Springfield, Missouri 65807
Attention: David A. Kunze, Chairman and Chief Executive Officer

     For a notice of revocation or later proxy to be valid, however, City Bancorp must receive it prior to the vote of City Bancorp shareholders at the City Bancorp special meeting. The persons named in the proxies will vote all shares of City Bancorp common stock represented by valid proxies received through this solicitation and not revoked before they are exercised in the manner described above.

     City Bancorp is currently unaware of any other matters that may be presented for action at the City Bancorp special meeting. If other matters do properly come before the City Bancorp special meeting, then shares of City Bancorp common stock represented by proxies will be voted (or not voted) by the persons named in the proxies in their discretion.

     Please do not forward your City Bancorp stock certificates, election form and letter of transmittal with your proxy card. Stock certificates, the election form and the letter of transmittal should be returned to Computershare Trust Company, N.A., the exchange agent, in the brown postage paid business reply envelope in accordance with the instructions contained in the election form.

Solicitation of Proxies

     City Bancorp will bear the costs of mailing this Proxy Statement/Prospectus and all other costs incidental to the City Bancorp special meeting of shareholders, and BancorpSouth will bear the costs of printing the Proxy Statement/Prospectus and filing BancorpSouth’s registration statement on Form S-4 with the Securities and Exchange Commission.

     If necessary, City Bancorp may use several of its regular employees, who will not be specially compensated, to solicit proxies from City Bancorp shareholders, either personally or by telephone, facsimile or mail.

Record Date and Voting Rights

     City Bancorp’s board of directors has fixed [•], 2007 as the record date for the determination of City Bancorp shareholders entitled to receive notice of and to vote at City Bancorp’s special meeting of shareholders. Accordingly, only City Bancorp shareholders of record at the close of business on [•], 2007 will be entitled to notice of and to vote at the City Bancorp special meeting. At the close of business on City Bancorp’s record date, there were [•] shares of City Bancorp common stock entitled to vote at the City Bancorp special meeting held by [•] holders of record. The executive officers and directors of City Bancorp beneficially owned [•]% of the outstanding shares of City Bancorp common stock as of that date.

     The presence, in person or by proxy, of a majority of the votes entitled to be cast by the holders of City Bancorp common stock is necessary to constitute a quorum at the special meeting. Each share of City Bancorp common stock outstanding on City Bancorp’s record date entitles its holder to one vote as to the approval of the merger agreement or any other proposal that may properly come before City Bancorp’s special meeting.

     For purposes of determining the presence or absence of a quorum for the transaction of business, City Bancorp will count shares of City Bancorp common stock present in person at the special meeting but not voting as present. Abstentions and broker non-votes will also be counted as present for purposes of determining whether a quorum exists.

     Under the General and Business Corporation Law of Missouri, the merger agreement must be approved by the affirmative vote of at least two-thirds of all the votes entitled to be cast by shareholders of City Bancorp. Because approval of the merger agreement requires approval based on the votes entitled to be cast, an abstention or a broker non-vote will have the same effect as a vote “against” approval of the merger agreement. Accordingly, City Bancorp’s board of directors urges City Bancorp shareholders to complete, date and sign the accompanying proxy card and return it promptly in the enclosed white postage paid business reply envelope.

Recommendation of Board of Directors

     City Bancorp’s board of directors has unanimously approved the merger agreement. City Bancorp’s board of directors believes that the merger is in the best interests of City Bancorp and City Bancorp shareholders and recommends that City Bancorp shareholders vote “FOR” approval of the merger agreement. The determination of City Bancorp’s board of directors with respect to the merger agreement is based on a number of factors, as described in this Proxy Statement/Prospectus. See “THE MERGER – Background and Reasons for the Merger.”

Shareholders Dissenters’ Rights

     Shareholders of City Bancorp who do not wish to participate in the merger are entitled under the General and Business Corporation Law of Missouri to dissent from the merger and, if the merger is consummated, receive the fair value of their shares. This right to dissent is subject to a number of restrictions and technical requirements. Generally, in order to exercise dissenters’ rights, you must:

	•		own City Bancorp stock as of the record date for the meeting of shareholders at which the merger agreement is submitted to a vote;
	•		file with City Bancorp before or at such meeting a written objection to the merger agreement;
	•		not vote your shares of City Bancorp common stock in favor of the merger agreement; and
	•		make a written demand on BancorpSouth within 20 days after the merger is effected for payment of the fair value of your shares as of the day before the date on which the vote was taken approving the merger agreement.

     Any City Bancorp shareholder who wishes to exercise dissenters’ rights, or who wishes to preserve his or her right to do so, should carefully review Section 351.455 of the General and Business Corporation Law of Missouri, the text of which is attached as Annex B to this Proxy Statement/Prospectus, and the section entitled “THE MERGER – Shareholders Dissenters’ Rights.”

THE MERGER

     The discussion in this Proxy Statement/Prospectus of the merger of City Bancorp into BancorpSouth does not purport to be complete and is qualified by reference to the full text of the merger agreement attached hereto as Annex A and the other annexes attached to, and incorporated by reference into, this Proxy Statement/Prospectus.

Description of the Merger

     If the merger is completed, City Bancorp will merge with and into BancorpSouth and the separate corporate existence of City Bancorp will cease. City Bancorp’s subsidiary bank, The Signature Bank, will become a wholly-owned subsidiary of BancorpSouth. City Bancorp shareholders, other than City Bancorp shareholders who properly exercise their rights to dissent from the merger, will have the opportunity to elect to receive in exchange for each share of City Bancorp common stock they own:

	•		a cash payment of $34.08; or
	•		between 1.2198 and 1.4908 shares of BancorpSouth common stock, depending on the average closing price of BancorpSouth common stock for the 10 trading days ending on the date on which the last consent of the applicable federal and state regulatory authorities is received.

     If you hold more than one share of City Bancorp common stock, you may elect a combination of stock and cash consideration. Because the aggregate merger consideration is fixed, regardless of your election, you may receive a combination of cash and shares of BancorpSouth common stock that is different than what you may have elected, depending on the elections made by other City Bancorp shareholders. See “THE MERGER AGREEMENT – Cash or Stock Election.”

     With respect to an election to receive stock consideration, for each share of City Bancorp common stock you own, you will receive between 1.2198 shares of BancorpSouth common stock (if the 10-day average closing price is $27.94 or greater), and 1.4908 shares of BancorpSouth common stock (if the 10-day average closing price is $22.86 or less). If the 10-day average closing price is between $22.86 and $27.94, the exchange ratio will be proportionately adjusted between 1.2198 and 1.4908 based on the 10-day average closing price of BancorpSouth common stock computed as described above. See “THE MERGER AGREEMENT – Terms of the Merger.”

     BancorpSouth will not issue any fractional shares of BancorpSouth common stock. Instead, a City Bancorp shareholder who receives any shares of BancorpSouth common stock as consideration in the merger will receive cash equal to the product of (i) the per share closing price on the New York Stock Exchange of BancorpSouth common stock on the closing date, times (ii) the fraction of a share of BancorpSouth common stock to which the shareholder otherwise would be entitled.

     Missouri law permits City Bancorp shareholders to dissent from the merger and to receive the fair value of their shares of City Bancorp common stock in cash if the merger is consummated. To dissent, a City Bancorp shareholder must follow certain procedures, including filing certain notices with City Bancorp and not voting his or her shares in favor of the merger agreement. The shares of City Bancorp common stock held by a dissenter will not be exchanged for stock consideration or cash consideration in the merger and a dissenter’s only right will be to receive the appraised fair value of his or her shares of City Bancorp common stock in cash in lieu of the merger consideration. For a discussion of the procedures that dissenting shareholders must follow to properly exercise their rights, see Annex B and “THE MERGER – Shareholders Dissenters’ Rights.”

     Approximately $3 million of the merger consideration, half in cash and half in shares of BancorpSouth common stock, will be deposited into escrow with Enterprise Bank & Trust Company at the effective time. This escrow fund will be used to pay judgments, settlements and related legal fees and costs relating to certain outstanding litigation against City Bancorp or any subsidiary of City Bancorp that is a party to this litigation. The funds shall be held in escrow until the final resolution of such litigation, whether by entry of a final unappealable judgment or by final settlement and release of all City Bancorp entities that are parties to such litigation, but in no

event longer than seven years. Upon termination of the escrow arrangement, any cash or shares of BancorpSouth common stock remaining in the escrow fund will be disbursed to the former holders (excluding those holders that properly dissented) of City Bancorp common stock.

Background and Reasons for the Merger

     In the first quarter of 2006, David Kunze, Chairman and Chief Executive Officer of City Bancorp, received an unsolicited expression of interest from a large regional bank holding company regarding a possible transaction between that company and City Bancorp. By mid-April, after the course of several meetings, this interest developed into a non-binding expression of interest to purchase all of the shares of City Bancorp, subject to due diligence and other conditions typical for transactions of this type.

     Mr. Kunze and other executive officers of City Bancorp discussed this non-binding expression of interest with the Corporate Governance Committee of the board of directors of City Bancorp on several occasions. Mr. Kunze and the Corporate Governance Committee met on a preliminary basis with representatives of Stifel Nicolaus and Polsinelli Shalton Welte Suelthaus PC (“PSWS”) on April 22, 2006, to consider appropriate responses to the non-binding expression of interest.

     On April 26, 2006, the entire board of directors of City Bancorp was informed of the expression of interest to acquire all of the shares of City Bancorp. In response, the board approved the engagement of Stifel Nicolaus as financial advisors as well as PSWS as legal counsel to advise City Bancorp with respect to the expression of interest and to assist the board as it considered other alternatives that might be available to City Bancorp. The board of directors also created the Strategic Alternatives Committee, a committee of the board of directors specifically charged to work with PSWS and Stifel Nicolaus in examining the proposed alternatives. The Strategic Alternatives Committee was composed of three independent directors. The board of directors determined that any formal action would require additional action by the entire board of directors.

     Following the April 26, 2006 board of directors meeting, representatives of Stifel Nicolaus held conversations with representatives of the potential acquiror, to explore in more detail the proposed terms of a possible transaction. On May 10, 2006, representatives of Stifel Nicolaus met with the board of directors to apprise the board of its discussions with the potential acquiror, and to review potential alternatives available to City Bancorp, including the possibility of conducting an auction to sell City Bancorp. The board of directors adopted no formal resolutions at this meeting, but directed management of City Bancorp, through Stifel Nicolaus, to continue discussions with the potential acquiror, with the understanding that if the existing offer was not enhanced, Stifel Nicolaus should proceed with an auction process.

     Discussions with this potential acquiror continued through mid-June 2006, when it became apparent that the potential acquiror was not inclined to offer an amount that either Stifel Nicolaus or management of City Bancorp considered sufficient to accept in the absence of evidence that no greater purchase price would be available from other possible bidders. At the request of management, in consultation with the Strategic Alternatives Committee, Stifel Nicolaus initiated a bidding process by contacting potential acquirors without disclosing the identity of City Bancorp. Eventually, 23 additional potential acquirors were contacted. Of these, 13 signed confidentiality agreements and received a confidential memorandum regarding City Bancorp. This resulted in three written expressions of interest in addition to the non-binding expression of interest initially received.

     Two of the three new expressions of interest contained purchase price offers substantially in excess of the initial expression of interest, and Stifel Nicolaus commenced discussions with these two bidders at the direction of the City Bancorp board of directors. One of these two bidders was BancorpSouth. Mr. Kunze first met with BancorpSouth representatives in Springfield, Missouri, on July 7, 2006 to discuss a possible transaction. Additional meetings in Tupelo, Mississippi and Springfield, Missouri were held on July 20, August 8, and August 22, 2006. During this period, officers of City Bancorp also met with representatives of the second bidder whose offer was in excess of its initial expression of interest.

     By late August 2006 revised written non-binding expressions of interest had been received from the two remaining bidders, including BancorpSouth. Management of City Bancorp and the Strategic Alternatives Committee reviewed the offers contained in these two expressions of interest and determined that it would be appropriate to permit the two remaining bidders to conduct due diligence reviews of City Bancorp. These reviews began in mid-August and were completed by early September.

     On September 18, 2006, Stifel Nicolaus advised the Strategic Alternatives Committee that the highest and best offers had likely been received from the two bidders, and that no other party was likely to make a competitive bid. Stifel Nicolaus met with the board of directors of City Bancorp on September 19, 2006. At that meeting, the board of directors determined that Stifel Nicolaus should continue its discussions with these two bidders.

     Stifel Nicolaus summarized final bids from BancorpSouth and the other party at a City Bancorp board of directors meeting on September 22, 2006. The board of directors carefully considered each of the two bids, determined that the bid of BancorpSouth represented the most advantageous transaction for the shareholders of City Bancorp, and directed management, with the assistance of the Strategic Alternatives Committee, Stifel Nicolaus, and PSWS, to attempt to negotiate a definitive agreement with BancorpSouth. At that same meeting, the board of directors determined to engage Mercer Capital in addition to Stifel Nicolaus to provide an independent review of the fairness to the shareholders of City Bancorp of any resulting proposed transaction with BancorpSouth.

     Over the course of the next several weeks, BancorpSouth and its advisors and City Bancorp and its advisors negotiated the terms of a definitive merger agreement. At a meeting on October 23, 2006, the board of directors of City Bancorp considered at length a proposed merger agreement in substantially the form ultimately executed by the parties. Stifel Nicolaus and Mercer Capital, the financial advisors to City Bancorp, each independently extensively reviewed the merger agreement, other transactions of comparable financial service companies, and other relevant information. Each financial advisor provided its opinion that, as of the respective dates of such opinions and based upon and subject to the respective assumptions, qualifications and limitations described in each opinion, the merger consideration was fair, from a financial point of view, to the shareholders of City Bancorp.

     The City Bancorp board of directors met for a second time on October 30, 2006, to further consider the final form of the definitive merger agreement. At this meeting, the financial advisors each independently confirmed their respective fairness opinions to the board of directors. At the October 30, 2006 meeting the directors unanimously approved the merger and authorized management to execute and deliver the merger agreement. The merger agreement was executed effective as of October 31, 2006, and a public announcement of the transaction was made on that date in Springfield, Missouri.

     In determining to approve the merger with BancorpSouth, the board of directors considered a number of factors. No one factor was determinative, nor is the following list of factors all-inclusive or provided in any particular order. The factors considered included the board of directors’ determination that such merger transaction would: (i) advance the long-term business strategies, goals, and interests of City Bancorp; (ii) result in the best value reasonably available to the shareholders of City Bancorp, considering both its current operations and its future prospects; (iii) result in a well-capitalized combined entity capable of successfully competing in an increasingly competitive financial services marketplace; (iv) provide the opportunity to the shareholders of City Bancorp to participate on a pro-rata basis in a premium over the current market value of their common shares of City Bancorp; and (v) provide, through the ownership of publicly traded BancorpSouth common stock, for the holders of City Bancorp privately held stock to have greater liquidity in their respective investments and to participate in expanded opportunities for growth and profitability.

     The merger will combine the strengths of BancorpSouth and City Bancorp and their subsidiary banks. By merging with BancorpSouth, City Bancorp will provide its current and potential customers with access to a substantially larger capital base and lending limits, as well as a broader array of financial and technological resources, including an expanded products line. The combined company also expects to reduce costs by eliminating overlap of the companies’ operations and by applying BancorpSouth’s technology to City Bancorp’s operations. The merger will expand BancorpSouth’s market presence into an eighth state providing additional geographic diversification consistent with BancorpSouth’s growth strategy.

     The board of directors of City Bancorp unanimously approved the merger agreement and recommends that City Bancorp shareholders vote “FOR” the approval of the merger agreement.

Analysis of Financial Advisors to City Bancorp

Stifel, Nicolaus & Company, Incorporated

     Stifel Nicolaus acted as City Bancorp’s financial advisor in connection with the proposed merger. As part of its investment banking activities, Stifel Nicolaus regularly engages in the independent valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Stifel Nicolaus has substantial expertise in transactions similar to the proposed merger and City Bancorp retained Stifel Nicolaus based on its experience as a financial advisor in mergers and acquisitions of financial institutions and its knowledge of the financial services industry.

     On October 23, 2006, Stifel Nicolaus rendered its oral opinion, which was subsequently reaffirmed and confirmed in writing on October 30, 2006, to the board of directors of City Bancorp that, as of such date, the per share consideration to be received by the holders of City Bancorp common stock (other than shares of City Bancorp common stock as to which dissenters’ rights have been properly demanded and shares held directly or indirectly by BancorpSouth or City Bancorp or any of their respective subsidiaries (other than shares held in a trust or managed account or otherwise in a fiduciary capacity or in respect of a previously contracted debt)) from BancorpSouth in the merger pursuant to the merger agreement was fair to such holders, from a financial point of view.

     The full text of Stifel Nicolaus’ written opinion dated October 30, 2006, which sets forth the assumptions made, matters considered and limitations of the review undertaken, is attached as Annex C to this Proxy Statement/Prospectus. Holders of City Bancorp common stock are urged to, and should, read this opinion carefully and in its entirety in connection with this Proxy Statement/Prospectus. The summary of the opinion of Stifel Nicolaus set forth in this Proxy Statement/Prospectus is qualified in its entirety by reference to the full text of such opinion. The opinion of Stifel Nicolaus will not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the merger. Stifel Nicolaus has no obligation to update, revise or reaffirm its opinion, except in accordance with the terms and conditions of Stifel Nicolaus’ engagement letter agreement with City Bancorp, and City Bancorp does not currently expect that it will request an updated opinion from Stifel Nicolaus.

     No limitations were imposed by City Bancorp on the scope of Stifel Nicolaus’ investigation or the procedures to be followed by Stifel Nicolaus in rendering its opinion. In arriving at its opinion, Stifel Nicolaus did not ascribe a specific range of values to City Bancorp. Its opinion is based on the financial and comparative analyses described below. Stifel Nicolaus’ opinion was directed solely to City Bancorp’s board of directors for its use in connection with its consideration of the financial terms of the merger. Stifel Nicolaus’ opinion addressed only the fairness of the per share consideration to the holders of City Bancorp common stock from a financial point of view and did not address any other aspect of the merger agreement. Stifel Nicolaus’ opinion was not intended to be and does not constitute a recommendation to City Bancorp’s board of directors or any shareholder of City Bancorp as to how the board or any such shareholder should vote with respect to the merger, or whether or not any City Bancorp shareholder should elect to receive cash or shares of BancorpSouth’s common stock (or any combination thereof) as per share consideration in connection with the merger. In addition, Stifel Nicolaus was not requested to opine as to, and its opinion does not compare, the relative merits of the merger with any other alternative transaction or business strategy which may have been available to City Bancorp and does not address the underlying business decision of the board of directors or City Bancorp to proceed with or effect the merger. Stifel Nicolaus’ opinion also does not address or opine on: (a) the tax or accounting consequences of the merger to City Bancorp or the holders of shares of common stock; (b) any related merger, acquisition or similar transaction involving The Signature Bank and BancorpSouth Bank; or (c) the fairness of any consideration received by holders of any securities of City Bancorp other than the shares of common stock.

     In connection with its opinion, Stifel Nicolaus, among other things:

	•		reviewed and analyzed a draft copy of the merger agreement provided to Stifel Nicolaus on October 19, 2006;
	•		reviewed and analyzed the audited consolidated financial statements of City Bancorp for the two years ended December 31, 2005, the annual valuation for the year ended 2005 for City Bancorp, the audited consolidated financial statements of Signature Bancshares, Inc. for the three years ended December 31, 2003 (Signature Bancshares and City Bancorp merged in 2003, with City Bancorp surviving as the legal entity and Signature Bancshares the survivor for accounting purposes), unaudited financial statements of City Bancorp contained it its quarterly report for the quarter ended June 30, 2006, and consolidated financial statements prepared by City Bancorp for the quarter ended June 30, 2006;

	•		reviewed and analyzed the audited consolidated financial statements of BancorpSouth included in its Annual Reports on Form 10-K for the five years ended December 31, 2005, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and its quarterly earnings press release on Form 8-K dated October 19, 2006 for the quarter ended September 30, 2006;
	•		reviewed the reported prices and trading activity of the publicly traded common equity securities of BancorpSouth and the historical prices and trading volume of the common stock of City Bancorp;
	•		reviewed and analyzed certain other publicly available information concerning City Bancorp and BancorpSouth;
	•		held discussions with BancorpSouth’s senior management, including estimates of certain cost savings, operating synergies, and merger charges;
	•		reviewed certain non-publicly available information concerning City Bancorp, including internal financial analyses and forecasts prepared by its management and held discussions with City Bancorp’s senior management regarding the financial forecasts and recent developments;
	•		participated in certain discussions and negotiations between representatives of City Bancorp and BancorpSouth;
	•		reviewed and analyzed certain publicly available information concerning the terms of selected merger and acquisition transactions that Stifel Nicolaus considered relevant to its analysis;
	•		reviewed and analyzed certain publicly available financial and stock market data relating to selected public companies that Stifel Nicolaus deemed relevant to its analysis;
	•		conducted such other financial studies, analyses and investigations and considered such other information as Stifel Nicolaus deemed necessary or appropriate for purposes of its opinion; and
	•		considered Stifel Nicolaus’ assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuations and its knowledge of the banking industry generally.

     In rendering its opinion, Stifel Nicolaus relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial and other information that was provided to Stifel Nicolaus, by or on behalf of City Bancorp and BancorpSouth, or that was otherwise reviewed by Stifel Nicolaus and did not assume any responsibility for independently verifying any of such information. With respect to the financial forecasts supplied to Stifel Nicolaus by City Bancorp and BancorpSouth (including, without limitation, potential cost savings and operating synergies realized by a potential acquirer), Stifel Nicolaus assumed that they were reasonably prepared on the basis reflecting the best currently available estimates and judgments of the respective managements of City Bancorp and BancorpSouth as to the future operating and financial performance of City Bancorp and BancorpSouth, that cost saving and operating synergies would be realized in the amounts and time periods estimated by City Bancorp and BancorpSouth and that they provided a reasonable basis upon which Stifel Nicolaus could form its opinion. Such forecasts and projections were not prepared with the expectation of public disclosure. All such projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. Stifel Nicolaus has relied on this projected information without independent verification or analyses and does not in any respect assume any responsibility for the accuracy or completeness thereof.

     Stifel Nicolaus also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either City Bancorp or BancorpSouth since the date of the last financial statements made available to it. Stifel Nicolaus also assumed, without independent verification and

with City Bancorp’s consent, that the aggregate allowances for loan losses set forth in the financial statements of City Bancorp and BancorpSouth are, in the aggregate, adequate to cover all such losses. Stifel Nicolaus was not requested to make, and did not make, review or obtain any independent evaluation, appraisal or physical inspection of City Bancorp’s or BancorpSouth’s assets or liabilities, the collateral securing any of such assets or liabilities, or the collectibility of any such assets, nor did it review loan or credit files of City Bancorp or BancorpSouth. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel Nicolaus assumes no responsibility for their accuracy. Stifel Nicolaus relied on advice of City Bancorp’s counsel as to certain legal matters with respect to City Bancorp, the merger agreement and the merger and other transactions and other matters contained or contemplated therein. Stifel Nicolaus has assumed, with City Bancorp’s consent, that there are no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the merger will be satisfied and not waived. In addition, Stifel Nicolaus assumed that the definitive merger agreement would not differ materially from the draft it reviewed. Stifel Nicolaus has also assumed that the merger will be consummated substantially on the terms and conditions described in the merger agreement, without any waiver of material terms or conditions by City Bancorp, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the merger will not have an adverse effect on City Bancorp or BancorpSouth.

     Stifel Nicolaus’ opinion is necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to it as of, the date of its opinion. It is understood that subsequent developments may affect the conclusions reached in Stifel Nicolaus’ opinion and that Stifel Nicolaus does not have any obligation to update, revise or reaffirm its opinion except in accordance with the terms and conditions of Stifel Nicolaus’ engagement letter agreement with City Bancorp.

     In connection with rendering its opinion, Stifel Nicolaus performed a variety of financial analyses that are summarized below. Such summary does not purport to be a complete description of such analyses. Stifel Nicolaus believes that its analyses and the summary set forth herein must be considered as a whole and that selecting portions of such analyses and the factors considered therein, without considering all factors and analyses, could create an incomplete view of the analyses and processes underlying its opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Stifel Nicolaus considered the results of all of its analyses as a whole and did not attribute any particular weight to any analyses or factors considered by it. The range of valuations resulting from any particular analysis described below should not be taken to be Stifel Nicolaus’ view of the actual value of City Bancorp. In its analyses, Stifel Nicolaus made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond the control of City Bancorp or BancorpSouth. Any estimates contained in Stifel Nicolaus’ analyses are not necessarily indicative of actual future values or results, which may be significantly more or less favorable than suggested by such estimates. Estimates of values of companies do not purport to be appraisals or necessarily reflect the actual prices at which companies or their securities actually may be sold. No company or transaction utilized in Stifel Nicolaus’ analyses was identical to City Bancorp or BancorpSouth or the merger. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other facts that could affect the public trading value of the companies to which they are being compared. None of the analyses performed by Stifel Nicolaus was assigned a greater significance by Stifel Nicolaus than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Stifel Nicolaus. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which City Bancorp common stock or BancorpSouth common stock may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

     In accordance with customary investment banking practice, Stifel Nicolaus employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses that Stifel Nicolaus used in providing its opinion. Some of the summaries of financial analyses are presented in tabular format. In order to understand the financial analyses used by Stifel Nicolaus more fully, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of Stifel Nicolaus’ financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Stifel Nicolaus. The summary

data set forth below do not represent and should not be viewed by anyone as constituting conclusions reached by Stifel Nicolaus with respect to any of the analyses performed by it in connection with its opinion. Rather, Stifel Nicolaus made its determination as to the fairness to the shareholders of City Bancorp of the per share merger consideration, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Accordingly, the data included in the summary tables and the corresponding imputed ranges of value for City Bancorp should be considered as a whole and in the context of the full narrative description of all of the financial analyses set forth in the following pages, including the assumptions underlying these analyses. Considering the data included in the summary table without considering the full narrative description of all of the financial analyses, including the assumptions underlying these analyses, could create a misleading or incomplete view of the financial analyses performed by Stifel.

     In connection with rendering its opinion and based upon the terms of the draft merger agreement reviewed by it, Stifel Nicolaus assumed the aggregate consideration to be $170.0 million (including the amount held in escrow) and, at the time of the opinion, the per share consideration to be $34.08.

Pro Forma Effect of the Merger.

     Stifel Nicolaus reviewed certain estimated future operating and financial information developed by City Bancorp, publicly available financial estimates of BancorpSouth and certain estimated future operating and financial information for the pro forma combined entity resulting from the merger for the 12-month periods ended December 31, 2006, December 31, 2007 and December 31, 2008. Based on this analysis, Stifel Nicolaus compared certain of City Bancorp’s estimated future per share results with such estimated figures for the pro forma combined entity. Based on this analysis on a pro forma basis, the merger is forecast to be accretive to City Bancorp’s earnings per share for each of the 12-month periods ended December 31, 2007 and December 31, 2008. Stifel Nicolaus also reviewed certain financial information in order to determine the estimated effect of the merger on City Bancorp’s book value, tangible book value and dividend. Based on this analysis on a pro forma basis, the merger is forecasted to be accretive to City Bancorp’s book value per share and accretive to City Bancorp’s tangible book value per share. Based on historical dividend rates, Stifel Nicolaus believed that City Bancorp’s shareholders who receive BancorpSouth shares would likely receive an increase in their dividends.

Analysis of Bank Merger Transactions.

     Stifel Nicolaus analyzed certain information relating to recent transactions in the banking industry, consisting of (1) 195 U.S. bank acquisitions announced since October 17, 2005, with publicly disclosed transaction values and excluding merger of equals transactions, referred to below as Group A, (2) 59 selected U.S. bank acquisitions announced since October 17, 2005, involving sellers headquartered in the Central U.S. with total deal values greater than $10 million and excluding merger of equals transactions, referred to below as Group B, and (3) 10 selected Central bank acquisitions announced since January 1, 2004, involving sellers with assets between $500 million and $1.5 billion with headquarters not in major metropolitan markets and excluding merger of equals transactions, referred to below as Group C. Stifel Nicolaus calculated the following ratios with respect to the merger and the selected transactions:

						Median Statistics for Selected
		Bancorp South/City				Transactions
Ratios		Bancorp				Group A				Group B				Group C
Price Per Share/Book Value Per Share			240	%			227	%			224	%			197	%
Price Per Share/Tangible Book Value Per Share			300	%			242	%			237	%			246	%
Adjusted Deal Price/6.50% Equity			285	%			289	%			252	%			235	%
Price Per Share/Last 12 Months Earnings Per Share			20.0	x			23.1	x			21.4	x			18.4	x
Price Per Share/Current Earnings Per Share			17.5	x		NA					21.0	x			18.2	x
Price Per Share/Forward Earnings Per Share			15.3	x		NA					19.4	x			16.9	x
Price/Assets			22.7	%			22.5	%			19.1	%			18.5	%
Premium over Tangible Book Value/Deposits			19.5	%			15.9	%			12.5	%			12.4	%
Price/Deposits			32.4	%			27.3	%			23.2	%			23.9	%

     This analysis resulted in a range of imputed values for City Bancorp common stock of between $27.40 and $39.43 per share based on the median multiples for Group A, between $23.33 and $43.15 per share based on the median multiples for Group B, and between $24.14 and $37.59 per share based on the median multiples for Group C.

Present Value Analysis.

     Applying present value analysis to the theoretical future earnings and dividends of City Bancorp, Stifel Nicolaus compared the per share consideration to the calculated present value of one share of City Bancorp’s common stock on a stand-alone basis. The analysis was based upon City Bancorp management’s projected earnings growth, a range of assumed price/earnings ratios, and a 14.2%, 17.6% and 18.8% discount rate. Stifel Nicolaus selected the range of terminal price/earnings ratios on the basis of past and current trading multiples for other publicly-traded comparable banks. The stand-alone present value of City Bancorp’s common stock calculated on this basis ranged from $25.09 to $34.17 per share.

Discounted Cash Flow Analysis.

     Using a discounted cash flow analysis, Stifel Nicolaus estimated the net present value of the future streams of after-tax cash flow that City Bancorp could produce for dividends to a potential acquiror, referred to below as dividendable net income. In this analysis, Stifel Nicolaus assumed that City Bancorp would perform in accordance with management’s estimates and calculated assumed after-tax distributions to a potential acquiror such that City Bancorp’s tangible common equity ratio would be maintained at 6.5% of assets. Stifel Nicolaus calculated the sum of the assumed perpetual dividendable net income streams per share beginning in the year 2006 discounted to present values at assumed discount rates ranging from 12.5% to 17.5%, reflecting the general range for the bank industry based on Stifel Nicolaus’ historical experience, and based upon estimated cost savings of 10.0% of City Bancorp’s non-interest expense. This discounted cash flow analysis indicated an implied equity value reference range of $21.93 to $47.97 per share of City Bancorp’s common stock. This analysis did not purport to be indicative of actual future results and did not purport to reflect the prices at which shares of City Bancorp’s common stock may trade in the public markets. A discounted cash flow analysis was included because it is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, including estimated cost savings and operating synergies, earnings growth rates, dividend payout rates and discount rates.

Comparison of Selected Companies.

     Stifel Nicolaus reviewed and compared certain multiples and ratios for the merger with a peer group of 20 selected banks of similar size, profitability, geography and growth characteristics. In order to calculate a range of imputed values for a share of City Bancorp common stock, Stifel Nicolaus compared the resulting theoretical offer price to each of the following categories: book value, tangible book value, adjusted 6.5% equity, latest 12 months earnings, estimated 2006 earnings as provided by First Call consensus, estimated 2007 earnings as provided by First Call consensus, assets, tangible book value to deposits and deposits. Stifel Nicolaus then applied the resulting range of multiples and ratios for the peer group specified above to the appropriate financial results of City Bancorp. This analysis resulted in a range of imputed values for City Bancorp common stock of between $24.31 and $30.27 per share based on the median multiples and ratios for the peer group.

     Additionally, Stifel Nicolaus calculated the following ratios with respect to the 20 selected comparable companies without application of the control premium:

						Trading Multiples for Selected Peer Group Without
		BancorpSouth/				Control Premium Applied (1)
Ratios		City Bancorp				10th Percentile				Median				90th Percentile
Price Per Share/Book Value Per Share			240	%			144	%			205	%			265	%
Price Per Share/Tangible Book Value Per Share			300	%			179	%			223	%			370	%
Adjusted Price/6.50% Equity			285	%			161	%			229	%			306	%
Price Per Share/Latest 12 Months Earnings			20.0	x			12.1	x			16.7	x			23.3	x
Price Per Share/Estimated 2006 Earnings Per Share (2)			17.5	x			12.0	x			15.0	x			18.9	x
Price Per Share/Estimated 2007 Earnings Per Share (2)			15.3	x			11.6	x			13.6	x			16.4	x
Price/Assets			22.7	%			13.1	%			18.9	%			23.2	%
Premium over Tangible Book Value/Deposits			19.5	%			6.5	%			12.2	%			19.5	%
Price/Deposits			32.4	%			18.1	%			24.0	%			31.8	%

     Also, Stifel Nicolaus reviewed and compared certain multiples and ratios for the merger with the same peer group of 20 selected banks of similar size, profitability, geography and growth characteristics after applying a control premium of 32.5% to the trading prices of the selected group of comparable companies. Stifel Nicolaus then applied the resulting range of multiples and ratios for the peer group specified above to the appropriate financial results of City Bancorp. This analysis resulted in a range of imputed values for City Bancorp common stock of between $32.36 and $40.11 per share based on the median multiples and ratios for the peer group. The 32.5% control premium selected by Stifel Nicolaus was based on a 10 year analysis of one month market premiums paid in bank and thrift merger transactions.

     Additionally, Stifel Nicolaus calculated the following ratios with respect to the 20 selected comparable companies after application of the 32.5% control premium:

						Trading Multiples for Selected Peer Group With
		BancorpSouth/				Control Premium Applied (1)
Ratios		City Bancorp				10th Percentile				Median				90th Percentile
Price Per Share/Book Value Per Share			240	%			191	%			272	%			352	%
Price Per Share/Tangible Book Value Per Share			300	%			237	%			296	%			491	%
Adjusted Price/6.50% Equity			285	%			219	%			313	%			421	%
Price Per Share/Latest 12 Months Earnings			20.0	x			16.0	x			22.1	x			30.9	x
Price Per Share/Estimated 2006 Earnings Per Share (2)			17.5	x			15.9	x			19.9	x			25.0	x
Price Per Share/Estimated 2007 Earnings Per Share (2)			15.3	x			15.4	x			18.0	x			21.7	x
Price/Assets			22.7	%			17.2	%			24.4	%			30.2	%
Premium over Tangible Book Value/Deposits			19.5	%			11.6	%			20.0	%			28.3	%
Price/Deposits			32.4	%			23.9	%			30.9	%			40.7	%

     As described above, Stifel Nicolaus’ opinion was among the many factors taken into consideration by the City Bancorp board of directors in making its determination to approve the merger.

     Stifel Nicolaus has acted as financial advisor to City Bancorp in connection with the merger and will receive a fee for its services, a substantial portion of which is contingent upon the completion of the merger. Stifel Nicolaus has also acted as financial advisor to the City Bancorp board of directors and has received a fee upon the delivery of its opinion that was not contingent upon consummation of the merger, provided that such opinion fee is creditable against any advisory fee. City Bancorp has also agreed to reimburse Stifel Nicolaus for certain out-of-pocket expenses and has agreed to indemnify Stifel Nicolaus, its affiliates and their respective partners, directors, officers, agents, consultants, employees and controlling persons against certain liabilities, including liabilities under the federal securities laws. In the ordinary course of business, Stifel Nicolaus actively trades equity securities of BancorpSouth for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. In the past, Stifel Nicolaus has provided investment banking to City Bancorp and BancorpSouth from time-to-time for which Stifel Nicolaus received customary fees for its services. Stifel Nicolaus may seek to provide investment banking and other brokerage services to BancorpSouth in the future.

Mercer Capital Management, Inc.

     City Bancorp engaged Mercer Capital to provide an additional fairness opinion in connection with the merger. On October 30, 2006, Mercer Capital rendered its written opinion to the effect that, as of such date and based upon and subject to matters stated in the Mercer Capital opinion, the merger is fair from a financial point of view to City Bancorp’s shareholders (other than shares of City Bancorp as to which dissenters’ rights have been properly demanded and shares held directly or indirectly by City Bancorp or BancorpSouth (other than shares held in a trust or managed account or otherwise in a fiduciary capacity or in respect of a previously contracted debt)). No limitations were imposed by City Bancorp’s board of directors upon Mercer Capital with respect to the investigations made or the procedures followed by Mercer Capital in rendering its opinion.

     Mercer Capital is a business valuation and financial advisory firm located in Memphis, Tennessee. Mercer Capital is regularly engaged to provide valuation and advisory services in connection with mergers and acquisitions, corporate transactions, share repurchases, tax compliance, ESOPs and employee benefit plans, and related purposes.

     Neither Mercer Capital nor any of its affiliates has a financial interest in City Bancorp or BancorpSouth. Mercer Capital was selected to provide its fairness opinion based on its familiarity with the regional community banking industry and its knowledge of the banking industry as a whole. Mercer Capital will receive a fee for providing its fairness opinion, which fee is not contingent on its opinion. Prior to its engagement to provide this fairness opinion, Mercer Capital provided a fairness opinion on behalf of Signature Bancshares, Inc. in connection with the 2003 merger between City Bancorp and Signature Bancshares.

     Mercer Capital was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or part of City Bancorp or any alternative transaction. Consequently, Mercer Capital expressed no opinion as to whether any alternative transaction would produce consideration for City Bancorp’s shareholders in any amount exceeding that contemplated in the merger. During the course of its work with City Bancorp, however, Mercer Capital did not become aware of any interest by any third party (other than any offer previously considered by City Bancorp’s board in its deliberations preceding the execution of the merger agreement with BancorpSouth) in engaging in any alternative transaction with City Bancorp.

     The Mercer Capital opinion is annexed hereto as Annex D and incorporated herein by reference. The Mercer Capital opinion is directed to the board of directors of City Bancorp, addresses only the fairness of the consideration to be paid to the City Bancorp shareholders in the merger from a financial point of view, and does not constitute a recommendation as to how any shareholder should vote at City Bancorp’s special meeting of shareholders. The summary of the Mercer Capital opinion set forth herein is qualified in its entirety by reference to the full text of such opinion and supporting documentation presented to City Bancorp’s board of directors.

     In connection with its opinion, Mercer Capital reviewed and analyzed certain publicly available financial information concerning City Bancorp and BancorpSouth and certain internal analyses and other information furnished to Mercer Capital by City Bancorp and BancorpSouth. Mercer Capital also held discussions with members of senior management of City Bancorp and BancorpSouth regarding the business and prospects of City Bancorp and BancorpSouth. On October 23, 2006, Mercer Capital rendered a verbal opinion to City Bancorp’s board of directors that BancorpSouth’s offer to acquire City Bancorp was fair from a financial point of view, subject to the execution of a final merger agreement on similar terms as presented in certain draft agreements reviewed by Mercer Capital. Mercer Capital confirmed its fairness opinion in writing during a subsequent board of directors meeting on October 30, 2006.

Introduction to the Mercer Capital Opinion.

     In arriving at Mercer Capital’s opinion, Mercer Capital performed the following activities among others:

	•		Reviewed successive drafts of the merger agreement;
	•		Reviewed the process leading to the proposed transaction with representatives of Stifel Nicolaus and alternative offers received by City Bancorp;
	•		Met with management of City Bancorp and BancorpSouth;
	•		Analyzed City Bancorp’s and BancorpSouth’s financial position on a stand-alone and pro forma basis;
	•		Compared valuation multiples implied by the BancorpSouth offer to certain other comparable change of control transactions;
	•		Analyzed the value of City Bancorp’s equity, if it continues to operate, rather than undertake the merger;
	•		Analyzed the impact of the merger on City Bancorp shareholders’ earnings and dividends per share; and

•

Reviewed and considered the effects of certain employment agreements containing change of control provisions.

     In conducting its review and in arriving at the Mercer Capital opinion, Mercer Capital relied upon and assumed the accuracy and completeness of the financial and other information provided to it or publicly available and did not attempt to verify the same. With respect to the information relating to the future financial prospects of City Bancorp and BancorpSouth, Mercer Capital assumed that such information reflected the best currently available judgments and estimates of management of City Bancorp and BancorpSouth as to the likely future financial performance of City Bancorp and BancorpSouth. Mercer Capital did not make or obtain any evaluations or appraisals of the properties of City Bancorp or BancorpSouth, nor did it examine any individual loan credit files. Mercer Capital assumed that the reserves for loan losses of City Bancorp or BancorpSouth, or any subsidiaries thereof, were adequate as of the date of the Mercer Capital opinion. For purposes of the Mercer Capital opinion, Mercer Capital assumed that the merger would have the tax, accounting, and legal effects described in the merger agreement and assumed that the transaction would be consummated on a timely basis in the manner presented by City Bancorp and BancorpSouth and in compliance with applicable laws and regulations.

     As more fully discussed below, Mercer Capital considered such financial and other factors as it deemed appropriate under the circumstances, including, among other things, the following: (i) the historical and current results of operations of City Bancorp and BancorpSouth, including interest income, interest expense, net interest income, net interest margin, provision for loan losses and loan charge-offs, non-interest income, non-interest expense, earnings, dividends, internal capital generation, return on assets, and return on shareholders’ equity, all as set forth in the financial statements of City Bancorp and BancorpSouth; and (ii) the assets and liabilities of City Bancorp and BancorpSouth, as set forth in their respective financial statements, including the loan and investment portfolios, the amount and type of non-performing assets, the reserve for loan losses, intangible assets, deposits, other liabilities, historical and current funding sources and costs, liquidity, and capitalization. Mercer Capital also took into account its assessment of general economic and market conditions, its experience in other transactions and securities valuation, and its knowledge of the banking industry generally. The Mercer Capital opinion is necessarily based upon conditions as they existed and can be evaluated on the respective dates thereof and the information made available to Mercer Capital through such dates.

     In connection with rendering the Mercer Capital opinion, Mercer Capital performed certain financial analyses, which are summarized below. Mercer Capital believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors considered therein without considering all factors and analyses could create an incomplete view of the analysis and the process underlying the Mercer Capital opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. In its analysis, Mercer Capital made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond the control of City Bancorp and BancorpSouth. Any estimates contained in Mercer Capital’s analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than such estimates. Estimates of values of companies with no liquid trading markets is inherently imprecise, and such estimates do not purport to be appraisals of such companies or necessarily reflect the prices at which such companies or their securities may actually be sold.

Summary of the Transaction.

     Fifty percent of the outstanding shares of City Bancorp will be converted into cash with the remaining 50% exchanged for shares of BancorpSouth common stock. The merger consideration represents the sum of the following: i) $34.08 per share in cash, multiplied by the number of shares converted into cash; and, ii) shares of BancorpSouth common stock based upon a formula as defined in the merger agreement. This exchange ratio is subject to adjustment and will be finalized as of the determination date, as defined in the merger agreement. Assuming that the average BancorpSouth common stock price remains within a certain range specified in the merger agreement, the transaction consideration will equal $34.08 per share of City Bancorp common stock, which equates to a total transaction value of $170 million. The total consideration of $170 million is divided among City Bancorp’s common shareholders and its option holders, as indicated in the following table:

Consideration per Share1		$	34.08	2
x City Bancorp Shares Outstanding			4,885,589.00	3
= Consideration to Common Shareholders			166,500,873.00
+ “Moneyness” of City Bancorp Options			3,499,497.00	4
= Total Deal Value		$	170,000,371.00
Options
Consideration per Share		$	34.08
- Average Strike Price of Options			(19.60	)5
= “Moneyness” of Options		$	14.48
x Options Outstanding			241,678	3
= Aggregate “Moneyness” of Options		$	3,499,497

     BancorpSouth and City Bancorp further agreed to establish an escrow account related to certain litigation, which will hold approximately $3,000,000 of the merger consideration. The following table indicates the computation of the merger price, assuming both (a) a full recovery of the escrowed funds and (b) no recovery of escrow funds.

		100% Escrow				No Escrow
		Recovery				Recovery
Total Deal Value		$	170,000,371			$	170,000,371
- “Moneyness” of Options			(3,499,497	)			(3,499,497	)
= Consideration to Common Shareholders		$	166,500,873			$	166,500,873
- Escrow Agreement			0				(3,000,000	)
= Net Consideration to Common Shareholders		$	166,500,873			$	163,500,873
- Common Shares Outstanding			4,885,589				4,885,589
= Consideration per Share		$	34.08			$	33.47

     The preceding tables do not consider any dividends that may be paid by City Bancorp prior to closing. According to the merger agreement, City Bancorp is allowed to pay annual cash dividends in accordance with past practice, not to exceed 30% of net income in the most recent calendar year. According to the merger agreement, City Bancorp may also pay pro rata dividends through the closing date. Such dividends, which are estimated to be in the range of $0.70 per share depending upon City Bancorp’s future financial performance, do not result in an adjustment to the purchase price.

Process Leading to the Transaction.

     As part of its engagement, Mercer Capital reviewed the process leading to the merger with City Bancorp’s management and financial advisor. In mid-2006, City Bancorp received an unsolicited offer (“Offer #1”) from a third party (“Interested Party #1”). At this point, City Bancorp retained Stifel Nicolaus to advise City Bancorp as to whether City Bancorp should consider merging with Interested Party #1. Interested Party #1 proposed a maximum price of $30.00 per share (before considering any adjustments for certain outstanding litigation involving City Bancorp).

     After receiving the offer from Interested Party #1, City Bancorp’s board of directors elected to pursue an auction process. Twenty-four potential acquirors (including the party responsible for Offer #1) were identified. A sale book was assembled, and potential acquirors were contacted in early June of 2006. Fourteen confidentiality agreements were distributed, and 13 confidentiality agreements were executed (Interested Party #1 declined). In mid-June, 13 sale books were distributed and Stifel Nicolaus requested bids by July 10. Four non-binding offers were received (including the offer from Interested Party #1), and ultimately City Bancorp’s board of directors elected to pursue a transaction with BancorpSouth.

City Bancorp Valuation Analysis.

     Mercer Capital compared the value of the City Bancorp transaction to the results indicated by the following two valuation methods:

	1.		Comparable Transactions Analysis; and
	2.		Discounted Cash Flow Analysis.

Comparable Transactions Analysis.

     Mercer Capital developed five groups of recently acquired financial institutions and compared the pricing multiples indicated in these transactions to those implied by BancorpSouth’s offer. The five transaction groups are as follows:

	•		Group 1. Transactions involving target banks of similar asset sizes ($500 million to $1.5 billion) located nationwide and acquired between January 1, 2005 and October 18, 2006. This group was further screened to include only those transactions involving banks with returns on equity between 10% and 20%;
	•		Group 2. Transactions involving target banks located in the Midwest (defined to include IA, IL, IN, KS, KY, MI, MN, MO, ND, NE, OH, SD, and WI) with similar asset sizes ($500 million to $1.5 billion) acquired between January 1, 2005 and October 18, 2006. This group was further screened to include only those transaction involving banks with returns on equity between 10% and 20%;
	•		Group 3. Target banks of all sizes located in the Mid-South (defined to include AR, AL, LA, KY, MS, MO, and TN) acquired between January 1, 2005 and October 18, 2006. This group was further screened to include only those transactions involving banks with returns on equity between 10% and 20%;
	•		Group 4. Target banks of all sizes located in Missouri acquired between January 1, 2000 and October 18, 2006; and
	•		Group 5. Target banks located in metropolitan areas in Missouri (defined to include the Kansas City MSA and the St. Louis MSA) acquired between January 1, 2000 and October 18, 2006.

     The following table shows the valuation multiples implied by the BancorpSouth offer, subject to the BancorpSouth stock price remaining within a certain range. The $170 million transaction value used in the chart below assumes full recovery of the escrowed funds.

		City Financial
		Measure				Deal Value				Multiple
Price/Book Value (as reported at 6/30/06)		$	70,709,000			$	170,000,000				240.4	%
Price/Tangible Book Value		$	56,597,000			$	170,000,000				300.4	%
Price/Assets		$	827,343,000			$	170,000,000				20.5	%
Premium to Tangible Book Value % Core Deposits						$	170,000,000				23.7	%
Price/LTM Earnings (as reported at 6/30/06)		$	8,372,000			$	170,000,000				20.31
Price/LTM Earnings (adjusted)		$	8,339,000			$	170,000,000				20.39
Price/Budgeted 2006 Earnings		$	9,815,400			$	170,000,000				17.32

						Median of Group*
						Group 1				Group 2				Group 3				Group 4				Group 5
		City/				National Assets				Midwest								Missouri				Metro Missouri
		BancorpSouth				($500 MM - $1.5 BN)				($500 MM - $1.5 BN)				Mid-South				(since 1/1/2000)				(since 1/1/2000)
Price/Reported LTM Earnings			20.31				20.26				20.12				18.53				19.54				20.98
Price/Adjusted LTM Earnings			20.39				n/a				n/a				n/a				n/a				n/a
Price/Budgeted 2006 Earnings			17.32				n/a				n/a				n/a				n/a				n/a
Price/Book Value			240.4	%			312.9	%			295.1	%			218.8	%			194.9	%			242.2	%
Price/Tangible Book Value			300.4	%			329.8	%			321.6	%			224.9	%			201.9	%			285.4	%
Price/Assets			20.5	%			25.1	%			24.3	%			21.1	%			16.8	%			17.1	%
Premium over Core Deposits			23.7	%			27.8	%			21.4	%			18.9	%			10.7	%			19.6	%
Median Current Year ROE			12.48	%			16.01	%			12.55	%			12.88	%			10.43	%			12.90	%
Median Current Year ROA			1.10	%			1.26	%			1.27	%			1.34	%			0.91	%			0.92	%

	•		Relative to the acquired banks with total assets between $500 million and $1.5 billion:
	(1)		The price/book and price/tangible book value multiples are below the medians, reflecting City Bancorp’s lower return on equity; and
	(2)		The price/earnings multiple implied by the BancorpSouth offer is consistent with the multiples for the acquired banks located in the Midwest and nationwide.
	•		Relative to the acquired banks located in the Mid-South and Missouri:
	(3)		The price/book and price/tangible book value multiples exceed the medians; and
	(4)		The price/earnings ratio is consistent with the medians.
	•		Relative to the acquired banks located in metro Missouri (Kansas City MSA and St. Louis MSA):
	(5)		The price/book value multiple is consistent with the median, and the price/tangible book value multiple exceeds the median; and
	(6)		The price/earnings ratio is consistent with the median.

Discounted Cash Flow Analysis.

     A discounted cash flow analysis provides an indication of value based upon a projection of City Bancorp’s future financial performance. Mercer Capital utilized a discounted cash flow methodology to analyze a scenario whereby City Bancorp continues to operate and then sells in 2010. The range of values derived from the discounted cash flow analysis is then compared to the consideration offered in the merger. An indication of value under the discounted future benefits approach requires the following inputs:

	•		Projected net income. Mercer Capital’s discounted cash flow analysis utilizes City Bancorp management’s projections, which forecast improvement in The Signature Bank’s earnings. The Signature Bank’s return on assets is forecast to improve from 1.34% in 2007 to 1.48% in 2010, while its return on equity is forecast to improve from 12.99% in 2007 to 14.36% in 2010. The Signature Bank’s earnings are projected to increase at a compounded annual rate of 13.0% between 2007 and 2010.
	•		Projected Interim Cash Flows. City Bancorp’s shareholder dividends were projected to be 30% of earnings, which is consistent with City Bancorp management’s projections.
	•		Terminal Value. Mercer Capital multiplied the projected 2010 net income (net of holding company expenses) by a capitalization factor (or price to earnings multiple). Mercer Capital estimated the terminal value of City Bancorp at the end of the forecast period based upon a range of controlling interest price/earnings multiples of 15.0x to 20.0x.
	•		Discount Rate. Mercer Capital’s analysis utilizes a discount rate of 15%, calculated based upon the Capital Asset Pricing Model and reflective of the risk of achieving management’s projections.

     The range of values provided by Mercer Capital’s discounted cash flow analysis is indicated in the following table. At the midpoint price/earnings multiple of 17.0x to 18.0x, the computed values range from $153 million to $194 million, as compared to the $170 million transaction consideration. Obtaining a value in excess of the $170 million transaction consideration generally requires assuming that (a) management’s projections are achieved and (b) the terminal multiple in 2010 exceeds 18.0x earnings.

Sensitivity Analysis – Price to Earnings Multiple vs. 2010 Net Income

Terminal Value Multiple

Range of Year
2010 Net Income						15.0				16.0				17.0				18.0				19.0				20.0
$14,767			-10	%		$	136,602			$	144,815			$	153,028			$	161,242			$	169,455			$	177,669
$15,588			-5	%		$	143,451			$	152,121			$	160,791			$	169,461			$	178,131			$	186,801
$16,408						$	150,292			$	159,418			$	168,545			$	177,671			$	186,797			$	195,923
$17,228			5	%		$	157,134			$	166,716			$	176,298			$	185,880			$	195,462			$	205,045
$18,049			10	%		$	163,983			$	174,022			$	184,061			$	194,100			$	204,139			$	214,178