BANCORPSOUTH BANK

Acquisition of Icon Capital Corporation April 18, 2018

Forward Looking Statements

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Certain statements contained in this presentation and the accompanying slides may not be based upon historical facts and are “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of

1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-

looking terminology such as “anticipate,” “believe,” “could,” “continue,” “anticipate,” “seek,” “intend,” “estimate,” “expect,” “foresee,” “hope,”

“intend,” “may,” “might,” “plan,” “should,” “predict,” “project,” “goal,” “outlook,” “potential,” “will,” “will result,” “will likely result,” or “would” or future

or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating

to the without limitation, statements relating to the terms, timing and closing of the proposed transaction with Icon Capital Corporation,

acceptance by customers of Icon Capital Corporation of BancorpSouth Bank’s products and services, the opportunities to enhance market share

in certain markets and market acceptance of BancorpSouth Bank generally in new markets.

BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this presentation and the

accompanying slides, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety

of factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of

BancorpSouth Bank and Icon to complete the merger transaction, the ability of BancorpSouth Bank and Icon to satisfy the conditions to the

completion of the merger transaction, including the approval of the merger transaction by Icon’s shareholders and the receipt of all regulatory

approvals required for the merger transaction on the terms expected in the merger agreement, the ability of BancorpSouth Bank and Icon to meet

expectations regarding the timing, completion and accounting and tax treatments of the merger transaction, the possibility that any of the

anticipated benefits of the merger transaction will not be realized or will not be realized as expected, the failure of the merger transaction to close

for any other reason, the effect of the announcement of the merger transaction on BancorpSouth Bank’s operating results, the possibility that the

merger transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events and the impact of

all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of

operations of financial services companies and the other factors described under the caption “Risk Factors” in BancorpSouth Bank’s Annual

Report on Form 10-K for the fiscal year ended December 31, 2017 which was filed with the FDIC on February 26, 2018. Forward-looking

statements speak only as of the date of this presentation and the accompanying slides and, except as required by law, BancorpSouth Bank does

not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this

presentation and the accompanying slides.

Overview of Icon Capital Corporation

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Icon Bank established in 2007

Seven branches strategically located throughout

the Houston MSA

Driven and seasoned lending team with a deep

understanding of the market

Approximately $800 million in total assets

100% organic growth

40% noninterest bearing deposits

Attractive loan yields

LTM adjusted ROAA(1) over 1%

Bank Level Financial Highlights as of 3/31/18

Balance Sheet Data

Total Assets ($M) 793.7

Total Loans ($M) 623.2

Total Deposits ($M) 695.0

Loans to Deposits (%) 89.7

Noninterest Bearing Deposits / Deposits (%) 40.4

Deposits Per Branch ($M) 99.3

Profitability Data (LTM)

Adj. Return on Average Assets (%)(1) 1.16

Net Interest Margin (%) 5.06

Efficiency Ratio (%) 68.0

1) Excludes one-time $1.2 million DTA revaluation associated with change in tax legislation

Source: Internal financials and SNL Financial

Transaction Summary

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Merger Partner

Purchase Price(1)

Consideration

Options Treatment

Consideration Mix(1)

Minimum Equity

Requirement(2)

Management Retention

Icon Capital Corporation (“Icon”) and bank subsidiary,

Icon Bank of Texas, NA

$145.8 million

4,125,000 shares of BXS common stock and $17.5 million in cash

Cashed out at close

88% stock / 12% cash

$64 million after seller-incurred expenses

Mark Reiley (Houston Chairman) and John Green (Houston President)

Anticipated Closing Second half of 2018

1) Based on a BXS closing stock price of $31.10 on 4/17/2018

2) In the event Icon’s equity capital at closing is less than $64 million after seller-incurred expenses, then the

consideration will be adjusted downward by an amount equal to such equity capital shortfall

Required Approvals Customary regulatory approvals and Icon shareholder approval

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Strengthening our Texas Footprint Through

Acquisition of a Houston Franchise

Icon Capital Corp (7)

Icon Pending Branch (1)

BXS (279)

Source: SNL Financial

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Houston Franchise

Source: SNL Financial

FDIC Data as of 6/30/17

2017 2017

2017 Deposits Market

# Institution Branches ($M) Share (%)

1 Prosperity Bancshares Inc. 58 5,029$ 2.15%

2 Cadence Bancorp. 10 3,096 1.32%

3 Allegiance Bancshares Inc. 16 2,125 0.91%

4 Green Bancorp Inc. 13 1,916 0.82%

5 Post Oak Bancshares Inc. 12 1,114 0.48%

6 AFNB Holdings Inc. 5 736 0.31%

7 Icon Capital Corporation 7 671 0.29%

8 Central Bancshares Inc. 4 534 0.23%

9 Texas Gulf Bancshares Inc. 9 522 0.22%

10 Golden Bank NA 4 492 0.21%

Top 10 Houston HQ Banks 138 16,236$ 6.94%

MSA Total 1,423 233,787$ 100.0%

Deposit Market Share – Houston HQ Banks

Houston-The Woodlands-Sugarland, TX MSA

Icon is the second largest bank with 100% of

its franchise located in the Houston market

Seventh largest Houston headquartered bank

by both total assets and deposit market share

Icon Capital Corp (7)

Icon Pending Branch (1)

BXS (2)

Sam Houston

Katy

Augusta Pines

Cinco Ranch

Sugar Land

Galleria

Bay Area

Pending

Branches 2 7 9

Loans ($Ms) $370 $623 $993

Deposits ($Ms) $47 $695 $742

Total Employees 87 130 217

Loan Officers 6 26 32

Insurance Professionals 50 0 50

Mortgage Originators 10 0 10

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Strong Pro Forma Houston Franchise

Source: SNL Financial and internal documents

Pro Forma Houston Snapshot

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Houston Market Overview

The Houston-The Woodlands-Sugarland MSA is home to

approximately 7.0 million people making it the 5th largest MSA by

total population:

‒ Ranks 1st for both projected population growth through 2023

and population change since 2010 for the 25 largest MSAs in

the country

‒ The 6th largest GDP in the U.S. in 2016

3.50%

7.10%

0.28%

1.90%

3.38%

7.74%

8.32%

0.0% 2.0% 4.0% 6.0% 8.0% 10.0%

Five Year Projected Population Growth(1)

Houston-The Woodlands-Sugarland, TX (Total Population: 6,980,780)

Dallas-Fort Worth-Arlington, TX (Total Population: 7,418,556)

New York-Newark-Jersey City, NY-NJ-PA (Total Population: 20,251,724)

Texas

Nationwide

Los Angeles-Long Beach-Anaheim, CA (Total Population: 13,436,808)

Chicago-Naperville-Elgin, IL-IN-WI (Total Population: 9,504,650)

Ranked as the #1 best U.S. metro areas for middle market firms,

Houston is home to:

‒ 20 Fortune 500 Company headquarters, ranking fourth among

metro areas, according to the Greater Houston Partnership

‒ The Texas Medical Center, the largest medical center in the

world, catering to over seven million visitors a year

‒ The Port of Houston, which ranks 1st in the U.S. in foreign

trade and 2nd in total tonnage handled

‒ More than 60 degree-granting colleges, universities and

schools

1) Reflects the projected population change from 2018-2023 for the five largest MSAs by population

Source: SNL Financial, Greater Houston Partnership, Visithoustontexas.com, Bureau of Economic Analysis,

Texas Department of Transportation

New Color

10 Note: BXS reflects deposit weighted average figures by state

Source: SNL Financial

Dynamic Houston Market

Projected Population Growth (2018 – 2023) Historical Deposit Growth (2012 – 2017)

2.4%

8.3%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

BXS Existing Markets Houston MSA

Median Household Income ($000) Historical Median HHI Growth (2012 – 2017)

$46.2

$64.3

$0.0

$20.0

$40.0

$60.0

$80.0

BXS Existing Markets Houston MSA

3.9%

9.4%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

BXS Existing Markets Houston MSA

2.8%

3.4%

0.0%

1.0%

2.0%

3.0%

4.0%

BXS Existing Markets Houston MSA

The Houston MSA has over $230 billion of total deposits and a population of 7 million, which is

larger than 36 U.S. states

Transaction Assumptions and Valuation

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Cost Savings 20% of Icon noninterest expense (75% realized in the first 12 months of

combined operations, and 100% thereafter)

Mark-to-Market

Adjustments Estimated 2.0% mark on gross loans

Core Deposit

Intangibles Estimated 1.5% of all non-time accounts, 10 year amortization

1) Based on a BXS closing stock price of $31.10 on 4/17/2018

2) Excludes one-time $1.2 million DTA revaluation associated with change in tax legislation

Financial Impact

EPS Accretion First Year of Combined Operations

Initial TBV Dilution Less than 2%

TBV Earnback Period Under 3.5 Years

Regulatory Capital Ratios Remain Well Capitalized

Merger Multiples

Aggregate Transaction Value(1) $145.8 million

Price / Tangible Book Value 2.20x

Price / LTM Net Income(2) 17.0x

Price / Est. 2018 Net Income 14.0x

Core Deposit Premium 15.0%

Houston-The Woodlands-Sugarland

23.6%

Killeen-Temple 15.4%

Austin-Round Rock

14.3%

Nacogdoches 13.4%

Texarkana 7.3%

Tyler 4.4%

Longview 3.9%

Other 17.8%

Mississippi 40.0%

Texas 19.8%

Arkansas 11.5%

Louisiana 11.1%

Tennessee 8.8%

Alabama 6.4%

Missouri 2.1%

Florida 0.4%

Deposits ($M)

Mississippi 5,746$ 40.0%

Texas 2,838 19.8%

Arkansas 1,652 11.5%

Louisiana 1,589 11.1%

Tennessee 1,259 8.8%

Alabama 916 6.4%

Missouri 303 2.1%

Florida 51 0.4%

Total 14,353$ 100.0%

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Pro Forma Deposits by Geography

Deposits ($M)

Houston-The Woodlands-Sugarland 671$ 23.6%

Killeen-Temple 436 15.4%

Austin-Round Rock 404 14.3%

Nacogdoches 380 13.4%

Texarkana 208 7.3%

Tyler 124 4.4%

Longview 111 3.9%

Other 504 17.8%

Total 2,838$ 100.0%

State Texas MSA

(2)

Note: Reflects FDIC deposit data as of 6/30/2017

1) Excludes two Arkansas counties in the Texarkana MSA

2) Represents markets contributing less than 5% of BXS Texas deposits

Source: SNL Financial

(1)

Strategic Rationale

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Enhancement of existing Houston market presence

– Pro forma Houston loans of approximately $1 billion

– BXS currently has 13 banking professionals in the Houston market, 6 of which are loan officers, $370

million in loans and $47 million in deposits

– 50 insurance professionals as well as 10 mortgage originators

Partnership with the second largest Houston only bank

Premium franchise with a track record of strong organic growth, 40% noninterest bearing deposits, and a

ROAA over 1%

Extensive credit diligence completed

– 85%+ of outstanding loan balances / commitments

– 99%+ of non-performing assets

Platform for continued growth in Texas, and attractive market for expansion with ample opportunity to

capture additional market share

– Retention of Icon executive management team and production officers will help drive additional loan and

deposit generation

– Opportunity to cross-sell insurance and mortgage businesses with current Icon customers

Select BXS executive management and lending team has prior experience in the Houston market

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BancorpSouth’s common stock is listed on the New York Stock Exchange under

the symbol BXS. Additional information can be found at

www.bancorpsouth.com.* As a reminder, all of the Company’s Securities

Exchange Act filings are made with the Federal Deposit Insurance Corporation

and can be found at https://efr.fdic.gov/fcxweb/efr/index.html.

*Reference to BancorpSouth’s website does not constitute incorporation by reference of the information contained

on the website and is not, and should not, be deemed part of this presentation

Investor Inquiries

Will Fisackerly

Director of Corporate Finance

BancorpSouth Bank

(662) 680-2475

will.fisackerly@bxs.com