9,523,810 Shares BANCORPSOUTH, INC. Common Stock UNDERWRITING AGREEMENT January 18, 2012Underwriting Agreement • January 24th, 2012 • Bancorpsouth Inc • State commercial banks • New York
BANCORPSOUTH, INC., a Mississippi corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 9,523,810 shares (the “Firm Shares”) of the common stock, par value $2.50 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,428,571 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
