BANCORPSOUTH BANK

Acquisitions of Merchants Trust, Inc.

& Casey Bancorp, Inc.

November 13, 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,” “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 mergers with Merchants Trust, Inc. and Casey Bancorp, Inc., acceptance by customers of

Merchants Trust, Inc. and Casey Bancorp, Inc. of BancorpSouth Bank’s products and services, BancorpSouth Bank’s 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 either Merchants Trust, Inc. or Casey Bancorp, Inc. to complete the respective mergers, the ability of BancorpSouth Bank and either

Merchants Trust, Inc. or Casey Bancorp, Inc. to satisfy the conditions to the completion of the respective mergers, including the approval of the mergers

by either Merchants Trust, Inc.’s or Casey Bancorp, Inc.’s shareholders and the receipt of all regulatory approvals required for the mergers on the terms

expected in the respective merger agreements, the ability of BancorpSouth Bank and either Merchants Trust, Inc. or Casey Bancorp, Inc. to meet

expectations regarding the timing, completion and accounting and tax treatments of the mergers, the possibility that any of the anticipated benefits of

the mergers will not be realized or will not be realized as expected, the failure of the mergers to close for any other reason, the effect of the

announcement of the respective mergers on BancorpSouth Bank’s operating results, the possibility that the mergers 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.

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Overview of Merchants Trust, Inc.

BXS

Merchants Bank

(1) Financial information obtained from FDIC data, SNL Financial, and internal financial statements.

(2) S-Corp profitability metrics adjusted to include impact of estimated effective tax rate.

Date Established: 1962

Number of Branches: 6

Bank Level Financial Highlights(1) 9/30/18

Balance Sheet Data

Total Assets ($MM) 221.1

Total Loans ($MM) 152.1

Total Deposits ($MM) 195.2

Loans to Deposits (%) 77.9

Noninterest Bearing Deposits / Deposits (%) 17.7

Average Deposits Per Branch ($MM) 32.5

Profitability Data (LTM)

Net Interest Margin (%) 4.08

Efficiency Ratio (%) 74.8

Adj. Return on Average Assets (%)(2) 0.91

Transaction Summary

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Merger Partner

Purchase Price(1)

Consideration

Deal Value Collar

Consideration Mix(1)

Minimum Equity

Requirement(2)

Management Retention

Merchants Trust, Inc. and bank subsidiary, Merchants Bank

(collectively, “Merchants Bank”)

$37.5 million

950,000 shares of BXS common stock and $8.0 million in cash

$37.5 million to $43.0 million

79% stock / 21% cash

$23.95 million after seller-incurred expenses

Joe Bedwell (Clarke County Chairman) & Jim Reid (Clarke County President)

Anticipated Closing First half of 2019

Required Approvals Customary regulatory approvals and Merchants Bank shareholder

approval

(1) Based upon agreed minimum value without any additional cash consideration above $8 million.

(2) In the event Merchants Bank’s equity capital at closing is less than $23.95 million after seller-incurred

expenses, then the consideration will be adjusted downward by an amount equal to such equity capital shortfall.

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Mobile Market Overview & Pro Forma Franchise

● The Mobile MSA and Daphne-Fairhope-Foley MSA,

in neighboring Baldwin County, are home to a

combined 627 thousand people, while the Mobile

metro area alone is the third largest metro area in

Alabama.

● Mobile County’s manufacturing sector is especially

healthy, with the strongest concentrations in

shipbuilding, steel, and aviation and aerospace.

Source: U.S. Census Bureau, Mobile Area Chamber of Commerce (www.mobilechamber.com),

www.businessalabama.com

4,000+ employees

500 employees

2,500+ employees

BXS

Merchants Bank

1,000+ employees

Pro Forma (Mobile Area)

Loans Deposits

$290 MM $150 MM

Date Established: 1975

Number of Branches: 4

Bank Level Financial Highlights(1) 9/30/18

Balance Sheet Data

Total Assets ($MM) 353.0

Total Loans ($MM) 249.4

Total Deposits ($MM) 322.9

Loans to Deposits (%) 77.3

Noninterest Bearing Deposits / Deposits (%) 40.0

Average Deposits Per Branch ($MM) 80.7

Profitability Data (LTM)

Net Interest Margin (%) 4.81

Efficiency Ratio (%) 70.6

Adj. Return on Average Assets (%)(2) 1.19

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Overview of Casey Bancorp, Inc.

BXS

Grand Bank

(1) Financial information obtained from FDIC data, SNL Financial, and internal financial statements.

(2) S-Corp profitability metrics adjusted to include impact of estimated effective tax rate.

Transaction Summary

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Merger Partner

Purchase Price(1)

Consideration

Deal Value Collar

Consideration Mix(1)

Minimum Equity

Requirement(2)

Management Retention

Casey Bancorp, Inc. and bank subsidiary, Grand Bank of Texas

(collectively, “Grand Bank”)

$51.75 million

1,275,000 shares of BXS common stock and $11.0 million in cash

$51.75 million to $56.75 million

79% stock / 21% cash

$25 million after seller-incurred expenses

Michael Casey (Dallas Area Chairman) & Steven Smith (Hill Country Chairman)

Anticipated Closing First half of 2019

Required Approvals Customary regulatory approvals and Grand Bank shareholder approval

(1) Based upon agreed minimum value without any additional cash consideration above $11 million.

(2) In the event Grand Bank’s equity capital at closing is less than $25 million after seller-incurred expenses, then

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

● Dallas and the surrounding region’s vast infrastructure and central location benefits both citizens and businesses

located there. While businesses have easy access to both truck and rail shipping, as well as two major airports,

business travelers are able to reach every major city in the United States in no more than four hours.

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Dallas-Fort Worth-Arlington Market Overview

● The Dallas-Fort Worth-Arlington metro area is the

fourth largest metro area in the country containing

7.4 million people.

○ From 2010 to 2017, the Dallas-Fort Worth-

Arlington MSA population has increased by

approximately 975 thousand people, more than

any other in the United States in that time period.

● Home to 22 Fortune 500 Companies including:

Source: U.S. Census Bureau, Dallas Regional Chamber (www.dallaschamber.org), www.visitdallas.com

$67M Median HH Income 3.66MM Employed 21.9% Population with a Bachelor’s Degree

Locations

63 Full-Service Branches

5 Stand-Alone Mortgage Locations

4 Stand-Alone Insurance Locations

Pro Forma (State of Texas)

Loans Deposits

$3.5 B $3.2 B

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Pro Forma Texas Franchise

● Additional branch locations in Central and East Texas

provide further market share and offer opportunities for

continued expansion into rapidly growing areas.

● Pro forma deposit market share now stands at 28th in the

state of Texas.

Source: FDIC Summary of Deposits (as of 6/30/18)

BXS

Grand Bank

Transaction Assumptions and Valuation

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Cost Savings

Mark-to-Market Adjustments

25% of noninterest expense

Estimated 2.0% mark on gross loans

Core Deposit IntangiblesEstimated 1.5% of all non-time accounts /

10 year amortization

Transaction Assumptions and Valuation

11 1) Based upon agreed minimum value without any additional cash consideration above $19 million.

2) Considers effective tax rate given both entities have made S-Corp elections.

Aggregate Transaction Value(1)

Price / Tangible Book Value

Price / LTM Net Income(2)

Core Deposit Premium

EPS Accretion

Initial TBV Dilution

TBV Earnback Period

Regulatory Capital Ratios

8%

1st Year of Combined Operations

Less than 0.5%

Under 2 Years

Remain Well Capitalized

Merger Multiples

Financial Impact

$89.25 million

1.65x

15.2x

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Deposit Market Share

Note: Deposit data includes recent acquisition of Icon Bank

Source: FDIC Summary of Deposits (as of 6/30/18)

6/30/18 Deposit Market Share ($ in ‘000s)

Market

BXS

Market

Share

Rank

Total BXS

Deposits

BXS

Market

Share

2018 (%)

Merchants

Bank

Grand

Bank of

Texas

Pro Forma

Deposits

6/30/18

Pro Forma

Market

Share

Rank

Pro Forma

Market

Share 2018

(%)

Mississippi 3 5,366,831 10.0% - - 5,366,831 3 10.0%

Texas 29 2,857,099 0.3% - 316,187 3,173,286 28 0.4%

Arkansas 8 1,698,642 2.5% - - 1,698,642 8 2.5%

Louisiana 9 1,508,050 1.5% - - 1,508,050 9 1.5%

Tennessee 18 1,291,788 0.8% - - 1,291,788 18 0.8%

Alabama 17 923,798 0.9% 192,444 - 1,116,242 15 1.1%

Missouri 87 273,509 0.2% - - 273,509 87 0.2%

Florida 192 32,423 0.0% - - 32,423 192 0.0%

Total 13,952,140 192,444 316,187 14,460,771

Strategic Rationale

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▪ Enhancement of existing Mobile market presence ▪ Further penetration into Dallas market

– Pro forma Mobile area loans of approximately $290 million – Pro forma Dallas loans of approximately $575 million

▪ Strong low-cost deposit base and net interest margin– Branch Overlap in Marble Falls, TX

▪ Meaningful opportunities for synergies ▪ Low deposit costs - 40% non-interest bearing deposits

– Addition of two branch locations providing an improved

branch platform that supports future growth and opportunity

to capture additional market share in a stable market

– Improved platform for continued expansion in a dynamic,

high-growth market

▪ Additional market share captured in the Texas Hill

Country

▪ Retention of key members of executive management as well as front-line producers

▪ Opportunity to cross-sell insurance, mortgage, and wealth management business to current bank customers

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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