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One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi 38804

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One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi 38804 One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi 38804 March 20, 2015 TO THE SHAREHOLDERS OF BANCORPSOUTH, INC.: On Wednesday, April 22, 2015, at 9:00 a.m. (Central Time), the annual meeting of shareholders of BancorpSouth, Inc. will be held at the BancorpSouth Corporate Headquarters, Fourth Floor Board Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. You are cordially invited to attend and participate in the meeting. Please read our enclosed Annual Report to Shareholders and the attached Proxy Statement. They contain important information about BancorpSouth and the matters to be addressed at the annual meeting. Whether or not you plan to attend the annual meeting, I urge you to vote your proxy as soon as possible to assure your representation at the meeting. For your convenience, you can vote your proxy in one of the following ways: • Use the Internet at the website shown on your proxy card; • Use the telephone number shown on your proxy card; or • Complete, sign, date and return your proxy card in the postage-paid envelope provided. Instructions regarding each method of voting are contained in the attached Proxy Statement and on the enclosed proxy card. If you attend the annual meeting and desire to vote your shares personally rather than by proxy, you may withdraw your proxy at any time before it is exercised. I look forward to seeing you at this year’s annual meeting. Sincerely, JAMES D. ROLLINS III Chairman of the Board and Chief Executive Officer Enclosures: 1. Proxy Card and Business Reply Envelope 2. Annual Report to Shareholders YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR PROXY PROMPTLY BY INTERNET, TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. One Mississippi Plaza 201 South Spring Street Tupelo, Mississippi 38804 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held April 22, 2015 TO THE SHAREHOLDERS OF BANCORPSOUTH, INC.: The annual meeting of shareholders of BancorpSouth, Inc. will be held on Wednesday, April 22, 2015, at 9:00 a.m. (Central Time) at the BancorpSouth Corporate Headquarters, Fourth Floor Board Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804 for the following purposes: (1) To elect six directors; and (2) To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof. The Board of Directors has fixed the close of business on March 6, 2015 as the record date for determining shareholders entitled to notice of and to vote at the meeting. By order of the Board of Directors, JAMES D. ROLLINS III Chairman of the Board and Chief Executive Officer March 20, 2015 IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THE PRESENCE OF A QUORUM, PLEASE VOTE YOUR PROXY PROMPTLY BY INTERNET, TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. IF YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED. TABLE OF CONTENTS GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ................................................. 1 PROPOSAL 1: ELECTION OF DIRECTORS ............................................................................................................ 2 Introduction ............................................................................................................................................................... 2 Nominees ................................................................................................................................................................... 2 Continuing Directors ................................................................................................................................................. 4 Required Vote ............................................................................................................................................................ 5 CORPORATE GOVERNANCE .................................................................................................................................. 6 Director Attendance at Board, Committee and Annual Meetings ............................................................................. 6 Committees of the Board of Directors ....................................................................................................................... 6 Communications with the Board of Directors ........................................................................................................... 8 Governance Information ............................................................................................................................................ 8 Director Independence ............................................................................................................................................... 8 Director Qualification Standards ............................................................................................................................... 9 Board Leadership Structure ....................................................................................................................................... 9 Executive Sessions .................................................................................................................................................. 10 Stock Ownership Guidelines ................................................................................................................................... 10 Risk Oversight ......................................................................................................................................................... 10 Compensation Committee Interlocks and Insider Participation ............................................................................... 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ................................12 COMPENSATION DISCUSSION AND ANALYSIS ...............................................................................................14 Executive Summary ................................................................................................................................................. 14 Compensation Overview ......................................................................................................................................... 14 Compensation Policy ............................................................................................................................................... 15 Compensation Process ............................................................................................................................................. 18 Components of Compensation ................................................................................................................................. 19 Internal Revenue Code Section 162(m) ................................................................................................................... 26 Accounting for Stock-Based Compensation ............................................................................................................ 26 Employment Agreements and Change in Control Arrangements ............................................................................ 27 Retirement Benefits ................................................................................................................................................. 28 Life Insurance Plans ................................................................................................................................................ 29 Retirement and Noncompetition Agreement ........................................................................................................... 30 Risk Management Considerations ........................................................................................................................... 30 EXECUTIVE COMPENSATION ...............................................................................................................................31 Summary Compensation Table ................................................................................................................................ 31 Realized Compensation for 2014 ............................................................................................................................. 33 Grants of Plan-Based Awards .................................................................................................................................. 34 Outstanding Equity Awards at 2014 Fiscal Year-End ............................................................................................. 35 Option Exercises and Stock Vested ......................................................................................................................... 36 Pension Benefits ...................................................................................................................................................... 36 Nonqualified Deferred Compensation ..................................................................................................................... 41 Potential Payments Upon Termination or Change-in-Control ................................................................................. 41 DIRECTOR COMPENSATION .................................................................................................................................46
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