Cadence Bancorporation : BancorpSouth and Cadence Merger Presentation

Transformational Merger: BancorpSouth Bank and Cadence Bancorporation

Creating a Premier Regional Banking Franchise Across Texas and the Southeast

April 12, 2021

Tupelo, MS

Houston, TX

Atlanta, GA

Birmingham, AL

Disclaimer

Forw ard-Looking Statements

Certain statements in this presentation may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995,Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to BancorpSouth Bank's and Cadence Bancorporation's and Cadence Bank's (together, "Cadence") beliefs, plans, goals, expectations, and estimat es. Forward-looking statements are not a

representation of historical information but instead pertain to future operations, strategies, financial results or other dev elopments. 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 terms, timing and closing of the proposed transaction.

BancorpSouth Bank and Cadence caution readers not to place undue reliance on the forward-looking statements contained in this presentation, 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 and Cadence. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BancorpSouth Bank and Cadence; the outcome of any legal proceedings that may be instituted against BancorpSouth Bank or Cadence; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obt ained subject to conditions that are not anticipated; the ability of BancorpSouth Bank and Cadence to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed tran saction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to t he proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BancorpSouth Bank and Cadence do business; certain restrictions during the pendency of the proposed transaction that may impact the parties' ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complet e

than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating

efficiencies in the merger within the expected timeframes or at all and to successfully integrate Cadence's operations and th ose of BancorpSouth Bank; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; BancorpSouth Bank and

Cadence's success in executing their respective business plans and strategies and managing the risks involved in the foregoin g; the dilution caused by BancorpSouth Bank's issuance of additional shares of its capital stock in connection with the

proposed transaction; and other factors that may affect future results of BancorpSouth Bank and Cadence; and the other factors discussed in "Risk Factors" in BancorpSouth Bank's Annual Report on Form 10-K for the year ended December 31, 2020

and BancorpSouth Bank's other filings with the Federal Deposit Insurance Corporation (the "FDIC"), which are available at https://www.fdic.gov/and in the "Investor Relations" section of BancorpSouth Bank's website, https://www.bancorpsouth.com/, under the heading "Public Filings," and in Cadence's Annual Report on Form 10-K for the year ended December 31, 2020 and in Cadence's other filings with the U.S. Se curities and Exchange Commission (the "SEC"), which are available at

http://www.sec.govand in the "Investor Relations" section of Cadence's website, https://cadencebank.com/, under the heading "SEC Filings." BancorpSouth Bank and Cadence assume no obligation to update the information in this presentation, except as otherwise required by law.

Additional Information and Where to Find It

This presentation may be deemed to be solicitation material in respect of the proposed transaction by BancorpSouth Bank and Cadence. In connection with the proposed acquisition, BancorpSouth Bank and Cadence intend to file relevant materials with the FDIC and SEC, respectively, including the parties' joint proxy statement on Schedule 14A, which shall include an offering ci rcular with respect to the common stock of BancorpSouth Bank. STOCKHOLDERS OF BANCORPSOUTH BANK AND

CADENCE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE FDIC AND SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE JOINT PROXY STATEMENT/OFFERING CIRCULAR, BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the FDIC's website, https://www.fdic.gov/, and the SEC's website, http://www.sec.gov, and

the Cadence stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from Cadence. Such documents are not currently available.

Participants in Solicitation

BancorpSouth Bank and its directors and executive officers, and Cadence and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of BancorpSouth Bank common stock and the holders of Cadence common stock in respect of the proposed transaction. Information about the directors and executive officers of BancorpSouth Bank is set forth in the proxy statement for BancorpSouth Bank's 2021 Annual Meeting of Stockholders, which was filed with the FDIC on March 12, 2021. Information about the directors and executive officers of Cadence is set forth in the proxy statement for Cadence's 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2021. Investors may obtain additional information regarding the interest of such participants by reading the joint proxy statement/offering c ircular regarding the proposed transaction when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

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Creating a Premier Regional Banking Franchise

Significant Scale in Attractive Markets

• Builds immediate scale in highly attractive markets throughout Texas and the Southeast
• • 5th largest bank headquartered in its nine-state footprint with potential to extend market leadership1
  • Presence in 7 of the top 10 largest in-footprint MSAs with strong growth dynamics
  • Improved demographics will foster organic growth opportunities
  • Creates a strong platform for future acquisitions

	●	Combines BancorpSouth's community banking focus with Cadence's commercial banking expertise
Complementary		−	Merges two historic institutions - BancorpSouth and Cadence have 145 and 134 years of history, respectively
Merger Partners		−	Enhances relationship banking strategy
		−	Diversified, durable business mix with recurring and growing fee income streams
	● Accelerates shareholder value creation
Excellent Financial		−	Significant EPS accretion for both shareholder bases; 17% to BXS and 17% to CADE in 2022E 2
Benefits3		−	Immediately accretive to tangible book value per share
		− Produces top quartile 14.8% return on tangible common equity in 2022E2
Positioned	● Strengthens balance sheet, capital, and reserve levels enabling continued growth trajectory
	−	Diversified loan portfolio funded by stable, low-cost core deposits
for Growth
	− Pro forma CET1 ratio of 11.3% and ACL / loans of 2.5%3
Low-Risk	●	Highly experienced acquirors with long-term relationship working to ensure smooth integration
	−	Thorough mutual due diligence performed on all key business areas with conservative overlay
Combination
	−	Shared culture and commitment to providing the highest level of customer service and community involvement
	1.		Includes AL, AR, FL, GA, LA, MO, MS, TN and TX.	3
	2.		Assumes fully realized cost savings during 2022 for illustrative purposes.
	3.		Pro forma financial metrics at close assume consensus average estimates per FactSet for each company and other purchase accounting adjustments further outlined in the appendix.

Transaction Summary

Merger Structure	●	Cadence Bancorporation and Cadence Bank to merge into BancorpSouth Bank
●	BancorpSouth Bank will issue shares as the surviving entity, a Mississippi-chartered,non-member bank
	●	Fixed exchange ratio
Consideration	●	CADE shareholders will receive 0.70 shares of BXS for each CADE share
●	CADE to pay a deal-contingentone-time special dividend of $1.25 per share immediately prior to close
	●	Total value to CADE shareholders of $23.83 per share, or approximately $3.0 billion1
Ownership	●	55% BXS | 45% CADE
	●	Dan Rollins	Chairman & Chief Executive Officer
Executive	●	Paul Murphy	Executive Vice Chairman
●	Chris Bagley	President
Leadership
●	Hank Holmes	Chief Banking Officer
	●	Valerie Toalson	Chief Financial Officer
Board of Directors	●	20 board members: 11 BXS | 9 CADE
Brand	●	Name: Cadence Bank
●	The company will honor the history of both brands and logos with new branding; to be finalized before the deal closes
Headquarters /	●	Dual Headquarters: Tupelo, MS and Houston, TX
Operations Centers	●	Operations Centers: Tupelo, MS and Birmingham, AL plus specialty sites in Macon, GA; Starkville, MS; and Houston, TX
Timing &	●	Approval of BXS and CADE shareholders
●	Customary regulatory approvals
Approval
●	Anticipated closing in the fourth quarter of 2021

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1. Based on BXS' stock price of $32.26 on 4/9/2021.

Experienced Executive Management Team and Board

Pro Forma Executive Team

Dan Rollins | Chairman & Chief Executive Officer

• CEO of BancorpSouth since 2012 and Chairman since 2014
• Previously Director, President and Chief Operating Officer at Prosperity Bancshares, Inc.

Paul Murphy | Executive Vice Chairman

• CEO of Cadence and its predecessors since 2010
• Previously co-founder and CEO at Amegy Bank

Chris Bagley | President

• President & Chief Operating Officer of BancorpSouth since 2014
• Previously Chief Credit Officer at Prosperity Bank

Hank Holmes | Chief Banking Officer

• Executive VP of Cadence & President of Cadence Bank, N.A. since 2011
• Previously part of executive management team at Amegy Bank

Valerie Toalson | Chief Financial Officer

• Executive VP & Chief Financial Officer of Cadence since 2013
• Previously Chief Financial Officer at BankAtlantic Bancorp

Pro Forma Board Split

11 9

BXS CADE

• 20 board members (11 BXS | 9 CADE)
• Board size to reduce over time
• We are committed to diversity, equity and inclusion which is reflected in our board composition

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