Banco Espanol de Credito : Official notification to shareholders of matters to be brought to a vote ("Proxy"). Download PDF.

March 12, 2020 at 01:41 am IST

2020 Notice of

Annual Meeting

and Proxy Statement

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

March 11, 2020

To the Shareholders of

BancorpSouth Bank:

On Wednesday, April 22, 2020 at 9:00 a.m. (Central Time), the annual meeting of shareholders of BancorpSouth Bank will be held at the BancorpSouth Corporate Headquarters, Second Floor Conference Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. You are cordially invited to attend and participate in the annual meeting.

Beginning this year, we have elected to provide access to our proxy materials by Internet in accordance with the "notice and access" e-proxy rules. Accordingly, on or about March 11, 2020, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials. On the date of the mailing of the Notice of Internet Availability of Proxy Materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials at the website address set forth in the Notice of Internet Availability of Proxy Materials and in the accompanying Proxy Statement. These proxy materials will be available free of charge. We are constantly focused on improving the ways our shareholders can access information about BancorpSouth and believe that providing our proxy materials by Internet increases the ability of our shareholders to access the information they need while simultaneously reducing the environmental impact of our annual meeting.

Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to vote and submit your proxy as soon as possible via the Internet, by phone or, if you request printed proxy materials, by mailing to us a proxy card enclosed with the printed proxy materials. Voting in these manners will not prevent you from voting in person at the annual meeting but will help to secure a quorum and avoid added solicitation costs. If you subsequently decide to attend the annual meeting, you may withdraw your proxy at any time before it is exercised and vote your shares in person.

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

(This page intentionally left blank.)

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

Notice of Annual Meeting of Shareholders

To Be Held April 22, 2020

To the Shareholders of

BancorpSouth Bank:

The annual meeting of shareholders of BancorpSouth Bank (the "Annual Meeting") will be held on Wednesday, April 22, 2020, at 9:00 a.m. (Central Time) at the BancorpSouth Corporate Headquarters, Second Floor Conference Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804 for the following purposes:

To elect five (5) directors;
To approve, in a non-binding, advisory vote, the compensation of our Named Executive Officers;
To ratify the appointment of BKD, LLP as our independent registered public accounting firm for the year ending December 31, 2020; and
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors of BancorpSouth Bank has fixed the close of business on February 28, 2020 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting.

BancorpSouth Bank, on behalf of its Board of Directors, is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the Annual Meeting. Please see the Notice of Internet Availability of Proxy Materials for information about (i) electronically accessing our proxy materials, including the accompanying Proxy Statement, a proxy card and our Annual Report to Shareholders for the year ended December 31, 2019, (ii) giving your proxy authorization via the Internet or by telephone and (iii) requesting a paper copy of our proxy materials. If you subsequently decide to vote at the Annual Meeting, information about revoking your previously submitted proxy is also provided.

Please promptly give your proxy authorization by Internet or telephone or, if you request printed proxy materials, complete, sign and return a proxy card to ensure that each of your shares are represented and voted.

March 11, 2020

By order of the Board of Directors,

JAMES D. ROLLINS III

Chairman of the Board and

Chief Executive Officer

The accompanying Proxy Statement, a proxy card and our Annual Report to Shareholders for the year ended December 31, 2019

are available by Internet at www.envisionreports.com/BXS.

Table of Contents
	Page
Proxy Statement Summary .................................................................................	1
General ................................................................................................................................................................	1
Annual Meeting ...................................................................................................................................................	1
Agenda and Voting Recommendations ...............................................................................................................	1
Director Nominees...............................................................................................................................................	1
2019 Shareholder Engagement ...........................................................................................................................	2
BancorpSouth's Environmental, Social and Governance Framework.................................................................	3
Fiscal 2019 Performance .....................................................................................................................................	5
Corporate Governance, Compensation and Board Matters ...............................................................................	9
Corporate Governance Highlights .......................................................................................................................	9
Executive Compensation Highlights ..................................................................................................................	10
Internet Availability of Proxy Materials.............................................................................................................	11
Record Date, Shares Outstanding, Votes Per Share and Quorum ....................................................................	12
Information Regarding Voting ...........................................................................................................................	12
Voting Results ....................................................................................................................................................	13
Proxy Solicitation ...............................................................................................................................................	13
Proposal 1: Election of Directors .......................................................................	14
Size and Tenure and Demographics of Board of Directors ...............................................................................	14
Board Skills and Qualifications ..........................................................................................................................	14
Retirement Policy ..............................................................................................................................................	15
Required Vote and Voting Process ....................................................................................................................	15
Majority Vote Policy ..........................................................................................................................................	15
Nominees for Election .......................................................................................................................................	15
Director Nominees Background and Qualifications ..........................................................................................	16
Voting Recommendation...................................................................................................................................	18
Continuing Directors Background and Qualifications .......................................................................................	19
Corporate Governance .....................................................................................	23
Role of the Board of Directors...........................................................................................................................	23
Director Attendance at Board, Committee and Annual Meetings....................................................................	23
Committees of the Board of Directors ..............................................................................................................	24
Communications with the Board of Directors...................................................................................................	28
Governance Information ...................................................................................................................................	28
Director Independence......................................................................................................................................	28
Director Qualification Standards .......................................................................................................................	29
Board Leadership Structure...............................................................................................................................	29
Management Succession Planning ....................................................................................................................	30
Executive Sessions .............................................................................................................................................	30
Stock Ownership Guidelines..............................................................................................................................	30
Risk Oversight ....................................................................................................................................................	31

Security Ownership of Certain Beneficial Owners and Management .................	33
Compensation Discussion and Analysis .............................................................	34
Executive Compensation Highlights ..................................................................................................................	34
Executive Summary ...........................................................................................................................................	35
Compensation Overview ...................................................................................................................................	37
Compensation Policy .........................................................................................................................................	38
Compensation Process ......................................................................................................................................	41
Components of Compensation..........................................................................................................................	42
Internal Revenue Code Section 162(m).............................................................................................................	51
Employment, Change in Control and Consulting Agreements..........................................................................	51
Retirement Benefits...........................................................................................................................................	52
Life Insurance Plans ...........................................................................................................................................	54
Risk Management Considerations.....................................................................................................................	54
Compensation Committee Interlocks and Insider Participation .........................	55
Executive Compensation and Stock Incentive Committee Report ......................	56
Executive Compensation ..................................................................................	57
Summary Compensation Table .........................................................................................................................	57
Nonqualified Deferred Compensation ..............................................................................................................	68
Potential Payments Upon Termination or Change-in-Control ..........................................................................	68
CEO Pay Ratio ....................................................................................................................................................	71
Director Compensation ....................................................................................	73
Proposal 2: Non-Binding, Advisory Vote Regarding the Compensation of the
Named Executive Officers.................................................................................	75
"Say On Pay"......................................................................................................................................................	75
Summary Compensation Decisions for 2019 ....................................................................................................	76
Required Vote....................................................................................................................................................	76
Vote is Non-Binding and Advisory .....................................................................................................................	76
Voting Recommendation...................................................................................................................................	76
Proposal 3: Ratification Of Appointment Of Independent Registered Public
Accounting Firm ...............................................................................................	77
Services and Fees of Independent Registered Public Accounting Firm ............................................................	77
Pre-Approval of Audit and Non-Audit Services .................................................................................................	77
Presence of Representatives of Independent Registered Public Accounting Firm...........................................	78
Change in Independent Registered Public Accounting Firm .............................................................................	78
Required Vote....................................................................................................................................................	79
Voting Recommendation...................................................................................................................................	79

Audit Committee Report ..................................................................................	80
Certain Relationships and Related Transactions ................................................	81
General Information.........................................................................................	82
Counting of Votes ..............................................................................................................................................	82
Shareholder Nominations and Proposals..........................................................................................................	83
Householding of Proxy Materials ......................................................................................................................	84
Special Meetings of Shareholders .....................................................................................................................	85
Amendments to our Amended and Restated Articles and Bylaws ...................................................................	85
2019 Annual Report...........................................................................................................................................	85
Miscellaneous ....................................................................................................................................................	86

iii

Proxy Statement Summary

General

This summary highlights information contained elsewhere in this Proxy Statement. Please read the entire Proxy Statement carefully before voting as this is only a summary.

Unless the context otherwise requires, references in this Proxy Statement to "BancorpSouth," "the Company," "we," "us" and "our" refer to BancorpSouth Bank and its consolidated subsidiaries.

Annual Meeting

On Wednesday, April 22, 2020, at 9:00 a.m. (Central Time), the annual meeting of shareholders of BancorpSouth Bank will be held at the BancorpSouth Corporate Headquarters, Second Floor Conference Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804 (the "Annual Meeting").

Agenda and Voting Recommendations

Proposal	Description	Votes Required	Board Recommendation	Page
1	Election of five (5) director nominees to serve on the	Plurality of votes cast	FOR each director	14
Board of Directors	nominee

2	Advisory approval of the compensation of our Named	More votes for than	FOR	75
	Executive Officers	against

3	Ratification of appointment of our Independent	More votes for than	FOR	77
	Registered Public Accounting Firm	against

Director Nominees

		Director		Term
Name	Age	Since	Class	Expires	Principal Occupation
Gus J. Blass III	68	2004	II	2023	General Partner of Capital Properties, LLC
Deborah M. Cannon	68	2015	II	2023	Former President and Chief Executive Officer of
Houston Zoo (2005-2015)

William G. "Skipper" Holliman	55	2020	III	2022	President, HomeStretch Furniture

Warren A. Hood, Jr.	68	2007	II	2023	Chairman of Hood Companies, Inc.

Thomas R. Stanton	55	2015	II	2023	Chief Executive Officer and Chairman of the Board
of ADTRAN, Inc.

You may cast your vote in any of the following ways:

Internet	QR Code
Visit	You can scan this QR
www.envisionreports.com/BXS	code to vote with
and follow the steps outlined	your mobile phone.
on the secure website.

Phone

Call 1-800-652-VOTE (8683) and follow the instructions provided by the recorded message.

Mail

Send your completed and signed proxy card or voter instruction form to the address listed thereon.

In Person

If you wish to attend the annual meeting and need directions, please call us at 1-888-797- 7711.

Proxy Statement Summary

2019 Shareholder Engagement

We value the views of our investors and welcome feedback from them. Our standard shareholder engagement practice is to initiate conversations with our investors throughout the year. In 2019, we reached out to certain of our shareholders and invited them to talk to us about corporate strategy, risk management, corporate governance and executive compensation, along with other topics they wanted to discuss. In regularly engaging with our shareholders, we provide perspective on our policies and practices that is consistent with the disclosures made available in our public filings made with the Federal Deposit Insurance Corporation (the "FDIC") and seek input from these shareholders to ensure that we are addressing their questions and concerns.

The goals of our shareholder engagement practice include, but are not limited to: (i) obtaining shareholder insight into our corporate governance, executive compensation, risk management, and other policies and practices, including shareholder perspectives and priorities; (ii) communicating those actions undertaken by the Board of Directors of BancorpSouth Bank (the "Board of Directors" or the "Board") and management in response to shareholder feedback; (iii) discussing current trends in corporate governance, executive compensation matters, risk management, and other pertinent matters; and (iv) providing insight into our current business and operational practices and procedures and enhancing communication with our shareholders. It is our belief that our shareholder engagement practices allow key members of management and the Board of Directors to gather information about investor views and priorities and make educated and deliberate decisions that are balanced and appropriate for our diverse shareholder base and that are in the best interests of BancorpSouth.

Proxy Statement Summary

BancorpSouth's Environmental, Social and Governance Framework

BancorpSouth's integrated ESG framework is built around our mission statement to provide relationship-focused financial services in a manner that: exceeds the expectations of our customers, supports the betterment of our communities, instills pride and passion in our teammates, and delivers value to our shareholders.

Social Capital

Corporate & Community Engagement

Supported non-profits by providing almost $2 million in various Federal Home Loan Bank Affordable Housing grants
BancorpSouth Bank, BXS Insurance and the BancorpSouth Foundation contributed over $3 million to charitable organizations across our footprint

Community Impact

Teammates volunteered over 34,000 hours serving the communities across our footprint
Recognitions by Forbes: one of the best banks in America and the best bank headquartered in Mississippi; best in- state bank for Alabama; and one of America's Best Midsize Employers
Received the 2019 America Saves Designation of Saving Excellence for promoting savings, representing the fifth consecutive year
Business Insurance magazine named BXS Insurance as one ofthe Best Places to Work in Insurance
Received the Greenwich Excellence Award in 2019 for small business banking
Mississippi Business Journal's 2019 Best of Mississippi Business Awards: BancorpSouth Bank won best Mississippi-based bank; and BXS Insurance won best third-party administration

Investing

Approximately $150 million in CRA eligible mortgage-backed securities and municipal investments
Approximately $10 million in school related revenue bonds

Human Capital

Diversity

CEO Action for Diversity and Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace
Committed to fostering, cultivating and preserving a culture of diversity and inclusion
Our mission is to have our company be a reflection of the communities and the people it serves
Recruiting efforts at colleges and universities, including historically minority universities, provides a more diverse group of candidates
25% of our Board represents an ethnic minority demographic
8% of our Board are women
21% of our senior management team are women

Workforce Demographics

Competitive compensation and benefits to attract and retain the best people
Paid parental leave to assist and support new parents with balancing work and family matters
Educational assistance to help our teammates improve

on-the-job proficiency and to prepare them for advancement within the company

Code of Business Conduct and Ethics (www.bancorpsouth.com)

Equal Opportunity environment encouraging non-discriminatory practices
Policies prohibit any forms of harassment, retaliation and intimidation
Whistleblower and Unethical Conduct hotline administered byan independent third party

Corporate Governance

Board Oversight and Leadership

No material related-party transactions involving the directors or executive officers
Annual peer-to-peer assessment of the board and its committees
No director serves on an excess number of outside boards
Prohibited transactions in our common stock: margin accounts, short selling, trading derivative securities, hedging
Strong Independent Lead Director with clearly delineated duties
All directors serving during 2019 attended at least 83% of the aggregate of all meetings
Significant stock ownership guidelines for our directors and executive officers
Director Independence Standards follow the definition of the FDIC, SEC and the NYSE
11 of 12 continuing directors are considered independent under the NYSE standards
Committed to regular board refreshment through our retirement policy
Majority voting with director resignation policy
33% of the continuing directors have served on the board five years or less

Executive Management

Board conducts an annual evaluation of the CEO's performance
Clawback policy for executive compensation for both short and long-term incentives

Shareholder Rights

Call special meetings
Action by written consent pursuant to the Mississippi Business Corporation Act
Amend Bylaws pursuant to the Mississippi Business Corporation Act
No Poison Pill

Sustainability

Proxy Statement Summary

Environment

Lending

Tax credit programs: New Markets Tax Credit, Low-Income Housing Tax Credit, and the Historic Tax Credit, which offer lower transaction costs, allowing projects to receive more equity
Invested time and significant capital in a community development financial institution to provide funding for loans predominantly in distressed and impoverished regions across our footprint, including a $20,000 annual commitment through 2025
Invested time and significant capital of $7 million in a minority depository institution
Invested time and significant capital of $2 million in a public benefit corporation to support the delivery offinancial services to low- to moderate-income communities throughout the Mid-South Region
Originated approximately $50 million in small business lending through SBA 7(a) and 504 (CRE) loans
Multi-milliondollar investment in loan subsidies to enhance the affordability of home mortgage loans for low- to moderate-income borrowers and communities and for minority communities
Participated in 75 third party programs supporting affordable home mortgages across our footprint, which resulted in over $60 million in home mortgages that utilized approximately $4 million in third party down payment assistance.

Operations and Risk Management

Business Continuity Program-manages the threats and impacts associated with a disruption to key resources,
including people, equipment, facilities, technology and suppliers
Pandemic Preparation and Response Plan-monitors epidemics of disease that occur on a worldwide scale and caused by infectious diseases
Crisis Management Plan-provides the management structure, key responsibilities, emergency assignments, and general procedures to follow during and immediately after an emergency
Numerous risk management policies and procedures-provide guidance for the appropriate risk management of technology resources, cybersecurity, legal and regulatory risk, and other such risks as may from time to time be material to us

Financial Wellness

Teammates volunteered over 5,000 hours conducting over 1,700 financial education programs reaching approximately 42,00 adults and youth through financial literacy programs, including, America Saves, Teach Children to Save Day, Get Smart About Credit Day, A Banker in Every Classroom, Elder Abuse Awareness, Home Improvement and Small Business

Buildings

45% of our facilities have LED interior and exterior lighting, saving over 460,000 kilowatts ofenergy, and over $730,000 annually in energy cost
10% of our facilities have energy efficient mechanical systems with controls, saving over $270,000 annually in energy cost
Outside design architect and mechanical-electrical engineer are LEED certified

Paper Consumption and Recycling

Recycling efforts resulted in over
2.15 million pounds, or 1,070 tons, of paper being shredded, saving an estimated: 18,400 trees; 4.3 million kilowatts of energy; 7.6 million gallons of water; 409,000 gallons of oil; and 3,200 cubic yards of waste from being sent to landfills
Electronics are recycled according to federal, state, local and certified R2 and ISO14001 guidelines
20% of our annual office supply spend on products that are eco-friendly with 50% of those products considered as including advanced eco features, which includes 36% of all paper products

Document Imaging and Digital Footprint

Access to our proxy materials by Internet in accordance with the
"notice and access" e-proxy rules
Reductions in our carbon footprint through the utilization of technology and digital channels, including payments, credit, savings, remittances, insurance, imaging systems, and a board portal for sharing of information

Proxy Statement Summary

Fiscal 2019 Performance

Performance Highlights

Completed mergers with Casey Bancorp, Inc. and Merchants Trust, Inc., effective April 1, 2019, with Van Alstyne Financial Corporation and Summit Financial Enterprises, Inc., effective September 1, 2019, and with Texas First Bancshares, Inc., effective January 1, 2020.
Repurchased approximately 2.5 million shares of outstanding common stock at a weighted average price of $28.20 per share.

Approved a 9% increase in the common stock dividend from $0.17 per share of common stock per quarter to $0.185 per share of common stock. The total cash dividend for 2019 was $0.71 per common share, or approximately 30% of earnings.
Share repurchases, dividend increase, and merger closings completed while maintaining strong capital metrics - Total Risk-Based Capital of 14.17% at December 31, 2019.

Financial Highlights

Surpassed $20 billion in total assets for the first time in the Company's history, ending the year at $21.1 billion in total assets.
Record net income of $234.3 million, or $2.30 per diluted common share.
Stable core funding base - Net interest margin improved from 3.72% for 2018 to 3.84% for 2019 as increases in earning asset yields outpaced increases in funding costs.

Generated organic total deposit growth of approximately $1.0 billion, or 7% for the year 2019.
Improvement in cost structure; operating efficiency ratio - excluding mortgage servicing rights ("MSR")
- improved to 64.9% for 2019 compared to 66.6% for 2018.
Strong credit quality - Non-performing assets to net loans and leases remained relatively stable at 0.84% at December 31, 2019 while net charge-offsfor the year were only $2.5 million, or 0.02% of average loans.

Proxy Statement Summary

Earnings Per Diluted Common Share

The Company reported record earnings per diluted common share of $2.30 for 2019. This represents an increase of 3.1% compared to 2018 and also resulted in a 4-year compound growth rate of approximately 15%. Earnings growth has been achieved through continued balance sheet growth, both organically and through mergers, as well as stable credit quality, an improving net interest margin, and disciplined expense control.

Return on Average Assets

The trend in our return on average assets ("ROAA") is generally consistent with the trend in our earnings per diluted common share. The nominal decline in 2019 compared to 2018 is primarily the result of a negative MSR valuation adjustment in 2019 of $14.5 million.

Proxy Statement Summary

Operating Efficiency Ratio - Excluding MSR

The Company continues to report improvement in efficiency as reflected through the decline in the operating efficiency ratio - excluding MSR - to 64.9% for 2019. This represents a decline of approximately 170 basis points compared to 2018 and a decline over 700 basis points since 2015. This improvement has been achieved through a continued focus on expense control as well as the leveraging of our platform to support organic growth combined with the four mergers that closed in 2019.

The efficiency ratio (tax equivalent) and the operating efficiency ratio-excluding MSR (tax equivalent) are supplemental financial measures utilized in management's internal evaluation of the Company's use of resources and are not defined under GAAP. The efficiency ratio (tax equivalent) is calculated by dividing total noninterest expense by total revenue, which includes net interest income plus noninterest income plus the tax equivalent adjustment. The operating efficiency ratio-excluding MSR (tax equivalent) excludes expense items otherwise disclosed as nonoperating from total noninterest expense. In addition, the MSR valuation adjustment as well as securities gains and losses are excluded from total revenue.

Proxy Statement Summary

Net Interest Margin

Our net interest margin improved from 3.72% for 2018 to 3.84% for 2019. While part of the increase is attributable to accretion associated with purchase accounting, we have achieved meaningful improvement in our core margin. In 2019, repricing opportunities in our loan and securities portfolios have outpaced increases in deposit costs. Our core deposits are the primary drivers of the value of our franchise and have been instrumental in our ability to protect our net interest margin.

Net Charge-Offs to Average Loans and Leases

The Company's credit quality metrics continue to remain strong, which is evidenced by continued low levels of net charge-offs. Net charge-offs for 2019 were only $2.5 million, or 0.2% of average loans. The provision for credit losses was $1.5 million for 2019 while non-performing assets to net loans and leases remained stable at 0.84%.

Proxy Statement Summary

Corporate Governance, Compensation and Board Matters

The Nominating and Corporate Governance Committee, the Executive Compensation and Stock Incentive Committee, and the Board carefully considered our corporate governance and compensation practices in 2019:

Corporate Governance Highlights

What We Do

Independent Directors. Eleven (11) out of twelve (12) continuing directors are independent under the New York Stock Exchange ("NYSE") standards for independence as well as our Director Independence Standards.
Independent Committees. Our Audit, Executive Compensation and Stock Incentive, Nominating and Corporate Governance and Risk Management Committees are composed entirely of independent directors.
Independent Lead Director. Strong Independent Lead Director with clearly delineated duties. The Board conducts an annual assessment of the Independent Lead Director.
Executive Sessions. Independent directors meet in executive session at least semi- annually.
Board Refreshment. Demonstrated commitment to regular board refreshment through retirement policy, with 33% of continuing directors having served 5 years or less.
CEO Public Company Service. CEO does not serve on any outside public company boards.
Board and Committee Peer-to-Peer Assessments. Board and Committee peer-to-peer assessments are conducted annually.
Succession Planning. Maintain a formal management succession plan.
Directors Public Company Service. None of the Company's directors serve on an excess number of outside boards.

Majority Voting. Majority voting with director resignation policy.
Clawback Policy. Maintain a clawback policy within our Executive Compensation Policy that applies to both short and long-term incentive plans.
Stock Ownership Guidelines. Directors and executive officers are subject to significant common stock ownership guidelines.
Related-PartyTransactions. No material related-partytransactions involving the directors or executive officers.
Outside Advisors. Board and Committees may hire outside advisors independently of management.
Orientation Program. Orientation program for new directors and continuing education for all directors.
Special Meetings. Shareholders have the right to call special meetings.
Board Involvement and Attendance. All directors serving during 2019 attended at least 83% of the aggregate of all Board and committee meetings in 2019.
Board Diversity. Diverse Board in terms of gender, ethnicity, and specific skills and qualifications.
CEO Performance. The Board conducts an annual evaluation of the CEO's performance.
Shareholder Action by Written Consent. The Company allows shareholders the ability to take action to the fullest extent provided under the Mississippi Business Corporation Act.

Proxy Statement Summary

Corporate Governance Highlights Continued

What We Don't Do

Supermajority Vote. We do not require a supermajority vote to approve most amendments to the Articles of Incorporation or Bylaws. Pursuant to the Mississippi Business Corporation Act, our shareholders may amend the Bylaws at any regular or special meeting where a quorum is present.
Restrictions on Shareholders' Rights. There are no material restrictions on shareholders' rights to call special meetings.

Short Selling or Use of Derivatives. In addition to the types of short selling prohibited by the Exchange Act, our insider trading policy prohibits our directors and executive officers from any short selling activities and from trading derivative instruments related to our securities.
Margin Accounts Holding our Common Stock. Our directors and executive officers are prohibited from holding shares in margin accounts and may only pledge shares of our common stock as collateral for loans by demonstrating the financial capacity to repay the loans without resort to the pledged stock.

Executive Compensation Highlights

What We Do

Pay for Performance. We provide short-term and long-term incentive awards based on performance targets aligned with business performance metrics.
Performance-BasedEquity Awards. The award cycle for performance shares is three years and is comprised of a two-yearperformance period followed by a one-yearretention period.
Diversity of Performance Metrics. We use multiple performance metrics and multi-yearvesting timeframes to limit short-termrisk taking.
Long Vesting Periods. The time-vesting of our restricted stock generally vests on a cliff basis of five
(5) years. The holder is entitled to receive dividends and exercise voting rights prior to the vesting date.
Review Compensation Program. We review our compensation program annually to confirm that it does not encourage excessive risk taking and is not reasonably likely to have a material adverse effect on the Company.
Stock Ownership Guidelines. We maintain significant common stock ownership guidelines for our directors and executive officers, in order to more closely align the financial interests of the directors and executive officers with those of our shareholders. The directors and executive officers are required to hold vested equity stock awards until common stock ownership guidelines are met.

"Clawback Policy." We maintain a clawback policy that sets forth the conditions under which we may recover excess incentive-based compensation as defined in our policy that is paid or awarded to or received by any of our current or former executive officers.
"Double Triggers." Our change in control agreements include a "double trigger" requiring both a change in control and termination of the executive's employment within a set period of time for the executive to receive payment.
Executive Compensation Policy. We maintain an Executive Compensation Policy, which outlines the principal criteria used to measure the success of our executive officers in achieving our business objectives.
Limited Perquisites. We provide limited perquisites to our executive officers that are intended to help us attract and retain highly qualified leaders.
Annual Say-on-Pay Vote. We conduct an annual say-on-payvote for shareholders to approve executive compensation of our Named Executive Officers. In 2019, approximately 96.26% of our shareholders who attended the shareholders meeting (in person or by proxy) approved, on a non- binding, advisory basis, the compensation of our Named Executive Officers.
Management Succession Planning Policy. We maintain a management succession planning policy for our key management positions.

Proxy Statement Summary

What We Don't Do

Long-TermEmployment Agreements. We have no written employment agreements with any of our Named Executive Officers and all are employed by us on an "at will" basis.
Dividends on Unearned Performance-Based Equity Awards. We do not pay dividends or dividend equivalents on performance-basedequity awards during the vesting period of the award.
Short Selling or Use of Derivatives. In addition to the types of short selling prohibited by the Securities and Exchange Act of 1934 (the "Exchange Act"), our insider trading policy prohibits our directors and executive officers from any short selling or from trading derivative instruments related to our securities.
"Gross Ups." We do not provide tax "gross up" or similar payments on any amounts payable under change in control agreements for excise taxes on "parachute payments."

Margin Accounts Holding and Pledging of Our Common Stock. Our directors and executive officers are prohibited from holding shares in margin accounts and may only pledge shares of our common stock as collateral for loans by demonstrating the financial capacity to repay the loans without resorting to the pledged stock.
Option Re-pricing. Our equity incentive plans prohibit option re-pricing without the approval of our shareholders.
Option Backdating or "Spring-Loading."We do not backdate options or grant options retroactively.
Multi-yearGuaranteed Bonuses. Our Named Executive Officers are not eligible for multi-yearguaranteed bonuses.
Above-marketReturns on Deferred Compensation Plan. We maintain a deferred compensation plan as a nonqualified contribution benefit arrangement for our executive officers. We do not make a matching or other contribution under this plan. Each participant's account is credited with interest on a biannual basis equal to the yield on the most recently-issued10 year U.S. Treasury note.

Internet Availability of Proxy Materials

In an effort to lower the cost of the Annual Meeting and conserve natural resources, beginning this year, we are furnishing our proxy materials to our shareholders by Internet in accordance with the "notice and access" e-proxy rules rather than mailing printed copies of those materials to each shareholder. Only shareholders of record at the close of business on February 28, 2020 will be entitled to notice of and to vote at the Annual Meeting.

On or about March 11, 2020, we expect to send our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") containing instructions regarding how to access our proxy materials, including this Proxy Statement, a proxy card and our Annual Report to Shareholders for the year ended December 31, 2019 (the "2019 Annual Report"). The Notice of Internet Availability also contains instructions regarding how to give your proxy authorization to vote your shares by Internet or telephone. This process is designed to expedite shareholders' receipt of our proxy materials.

If you received a Notice of Internet Availability by mail, you will not receive a printed copy of our proxy materials. If, however, you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting these materials which are included in the Notice of Internet Availability. If you elect to receive a printed copy of our proxy materials, you will continue to receive these materials by mail until you elect otherwise.

Proxy Statement Summary

Record Date, Shares Outstanding, Votes Per Share and Quorum

The close of business on February 28, 2020 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. As of such date, we had 500,000,000 authorized shares of common stock, $2.50 par value per share, of which 104,357,501 shares were outstanding, and 6,900,000 authorized shares of 5.5% Series A Non-Cumulative Perpetual Preferred Stock, $0.01 par value per share, of which 6,900,000 shares were outstanding. Only holders of shares of our common stock are entitled to vote at the Annual Meeting, and each share of our common stock is entitled to one vote. Holders of a majority of the outstanding shares of our common stock must be present, in person or by proxy, to constitute a quorum for the transaction of business at the Annual Meeting.

Information Regarding Voting

If a proxy is properly given by a shareholder of record and not revoked, it will be voted in accordance with the instructions provided, if any, and if no instructions are provided, it will be voted:

"FOR" the election of each of the five (5) director nominees to serve on the Board of Directors;
"FOR" the approval of the compensation of our Named Executive Officers;
"FOR" the ratification of appointment of BKD, LLP ("BKD") as our independent registered public accounting firm for the year ending December 31, 2020; and
In accordance with the recommendations of our Board of Directors on any other proposal that may properly come before the Annual Meeting.

Shareholders are encouraged to vote their proxies by Internet, by phone or, if you request a paper copy of the proxy materials, by mailing a proxy card enclosed with those materials. Shareholders should only vote by one of the foregoing methods. If a shareholder votes by more than one method, only the last vote that is submitted will be counted, and each previous vote will be disregarded. A shareholder who votes by proxy using any method set forth above prior to the annual meeting has the right to revoke the proxy at any time before it is exercised by submitting a written request to us or by voting another proxy at a later date. The submission of a proxy will not, however, affect the right of any shareholder to attend the Annual Meeting and vote in person. For a general description of how votes will be counted, please refer to the section below entitled "GENERAL INFORMATION - Counting of Votes."

Pursuant to the Mississippi Business Corporation Act and our governing documents, a proxy to vote submitted by Internet or telephone has the same validity as one submitted by mail. To submit a proxy to vote by Internet or telephone, follow the instructions in the Notice of Internet Availability. A proxy to vote by Internet or telephone may be submitted at any time until 2:00 a.m. (Central Time) on Wednesday, April 22, 2020, and either method should only require a few minutes to complete. To submit a proxy to vote by mail, follow the instructions in the Notice of Internet Availability to request a paper copy of our proxy materials. Once received, complete, sign, date and return the proxy card by mail using the postage prepaid return envelope included with the paper copy of your proxy materials or vote by Internet or by telephone.

Proxy Statement Summary

If shares entitled to vote are held in "street name" through a broker, bank or other holder of record, the beneficial holder will receive instructions from the registered holder that must be followed in order for the shares to be voted on behalf of the beneficial holder. Each method of voting referenced above is offered to shareholders who own their shares entitled through a broker, bank or other holder of record. If a beneficial holder provides specific voting instructions, the shares will be voted as instructed and as the proxy holders may determine how to vote within their discretion with respect to any other matters that may properly come before the Annual Meeting.

Voting Results

The final voting results of the annual meeting will be announced no later than four (4) business days after the Annual Meeting on a Form 8-K which will be filed with the FDIC and which will be available on our website at www.bancorpsouth.investorroom.com.

Proxy Solicitation

Our proxy materials have been made available to you by Internet access in connection with the solicitation of proxies by our Board of Directors for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Shareholders. Proxies will be voted at the Annual Meeting at any adjournments or postponements thereof. If shareholders request paper copies of our proxy materials, we will bear the cost of printing, mailing and other expenses in connection with this solicitation of proxies and will also reimburse brokers and other persons holding shares of common stock in their names or in the names of nominees for their expenses in forwarding paper copies of our proxy materials to the beneficial owners of such shares. Certain of our directors, officers and employees may, without any additional compensation, solicit proxies in person or by telephone. We may also engage a proxy solicitation firm to assist us in our solicitation efforts, if necessary or desirable to assure the presence of a quorum at the Annual Meeting, although no such firm has been engaged as of the date of this Proxy Statement.

Proposal 1: Election of Directors

Size and Tenure and Demographics of Board of Directors

Our Amended and Restated Articles of Incorporation, as amended (the "Articles"), provide that the Board of Directors shall consist of at least nine (9) and no more than fifteen (15) members, with the exact number to be determined from time to time by the entire Board of Directors. Currently, the Board of Directors has thirteen

members, but will be reduced simultaneously with the vote of shareholders on Proposal 1 to twelve (12) members. In addition, the Articles provide that the Board of Directors shall be divided into three classes of as nearly equal size as possible. Approximately 36% of the non-executive directors on our Board have a tenure of nine years or less. Additionally, 25% of our Board of Directors represents an ethnic minority demographic.

Board Skills and Qualifications

The table below provides the percentage of directors that hold the following skills and qualifications:

Public Board Service			92%

Financial Services Industry			92%

Public Company CEO	25%

Audit Committee of Public Company	42%

Human Resources - Compensation, Management Succession Planning, Ethics and Diversity	92%

Accounting		75%

Strategic Planning - M&A Strategy and Development	100%

Corporate Governance			92%

Legal and/or Regulatory			100%

Risk Management			100%

Information Security & Technology	42%

Executive Leadership			100%

Proposal 1: Election of Directors

Retirement Policy

Our retirement policy serves as a mechanism to encourage director refreshment on our Board by providing that directors are expected to retire at age 75. Any director who reaches the age of 75 during his or her term of office may continue to serve until expiration of the then-current term; thereafter, under appropriate, but rare, circumstances, a director may be eligible for nomination to the Board only with Board approval. Our Nominating and Corporate Governance Committee may also consider new candidates for the Board who are 75 years of age or older under appropriate, but rare, circumstances. Director Donald R. Grobowsky reached the age of 75 in February 2020 and his term expired this year. Mr. Grobowsky retired from his position on the Board and will not be seeking re-election.

Required Vote and Voting Process

Directors are elected by a plurality of the votes cast by the holders of shares of our common stock represented at a meeting at which a quorum is present. The holders of our common stock do not have cumulative voting rights with respect to the election of directors. Consequently, each shareholder may cast only one vote per share for each nominee. Unless a proxy specifies otherwise, the persons named in the proxy card shall vote the shares covered by the proxy for the nominees listed below. Should any nominee become unavailable for election, shares covered by a proxy will be voted for a substitute nominee selected by the current Board of Directors.

Majority Vote Policy

Our Amended and Restated Bylaws provide that, in an uncontested election, any nominee for director who receives a greater number of votes "withheld" from than votes "for" his or her election must promptly tender his or her resignation following certification of the shareholder vote. The Nominating and Corporate Governance Committee will consider any such resignation offer and recommend to the Board of Directors whether to accept it. The Board of Directors will act on any such recommendation of the Nominating and Corporate Governance Committee within 90 days following certification of the shareholder vote.

Nominees for Election

The Board of Directors has nominated the five (5) individuals named below in the sections entitled "Class II Nominees" and "Class III Nominee" to serve until the annual meeting of shareholders in 2023 or 2022, respectively, or until their earlier retirement. Each nominee has consented to be a candidate and to serve as a director if elected. The Board has no reason to believe that any nominee will be unavailable to serve as a director. Assuming the election of the five (5) director nominees at the Annual Meeting, the Board of Directors will consist of twelve (12) members with four (4) Class I directors, four (4) Class II directors and four (4) Class III directors.

The biographies in the table below show the name, age, information regarding involvement in certain legal or administrative proceedings, if applicable, principal occupation and directorships with other public and private companies held by each of the nominees designated by the Board of Directors for election as a director. In addition, each of the nominees has held their principal occupation for more than five (5) years unless otherwise indicated below. We have also provided a brief discussion of the specific experience, qualifications, attributes

Proposal 1: Election of Directors

or skills that led to the Nominating and Corporate Governance Committee's conclusion that each nominee should serve as one of our directors.

Director Nominees Background and Qualifications

Class II Nominees

Background: Mr. Blass is the General Partner of Capital Properties, LLC, an investment management company with which he has been associated for over 40 years. Mr. Blass has served on the boards of directors for public, non-public as well as non-profit organizations. Mr. Blass qualifies as an "audit committee financial expert" as defined under Securities and Exchange Commission regulations.


	Class II - Term Expires in 2023
	Directorships:
	●	BancorpSouth Bank (Since 2004)
	●	Cushman & Wakefield /Sage Partners
	●	Positive Atmosphere Reaches Kids
	●	CHI - St. Vincent Health System (audit committee chairman)
Gus J. Blass III, 68	Former Directorships:
	●	Capital Savings and Loan
	●	Pinnacle Bank of Little Rock
	●	Heatwurx, Inc. (OTC BB: HUWX) (audit committee member)
	●	U.S. Bentonite, Inc.
	Qualifications: Mr. Blass brings business knowledge and experience in real estate
	development to the Board. He also possesses significant and important institutional
	knowledge and an understanding of financial services industry issues through his service as a
	director of BancorpSouth Bank.

	Background: Mrs. Cannon is the former President and Chief Executive Officer of Houston
	Zoo, Inc. from 2005 to 2015. From 1974 to July 2004, Mrs. Cannon served in a number of
	different positions with Bank of America, including as Executive Vice President and
	President of the Houston Region. Mrs. Cannon qualifies as an "audit committee financial
	expert" as defined under Securities and Exchange Commission regulations.
	Class II - Term Expires in 2023
	Directorships:
	●	BancorpSouth Bank (Since 2015)
	● Memorial Herman Health Systems
	Former Directorships:
Deborah M. Cannon, 68	●	The United Way of the Texas Gulf Coast
	●	Greater Houston Partnership (Chairman)
	●	Deltic Timber Corporation (audit committee member)

Qualifications: Mrs. Cannon brings to the Board valuable banking knowledge from her years of service in the financial services industry. She also brings valuable leadership skills and civic involvement to the Board through her service as a director of BancorpSouth Bank.

Proposal 1: Election of Directors

Background: Mr. Hood has served and continues to serve on numerous community and philanthropic boards. Mr. Hood is currently the Chairman of Hood Companies, Inc., a corporation with manufacturing and distribution sites throughout the United States, Canada, and Mexico. Mr. Hood qualifies as an "audit committee financial expert" as defined under Securities and Exchange Commission regulations.

Class II - Term Expires in 2023

	Directorships:
	●	BancorpSouth Bank (Since 2007)
	●	Hood Companies, Inc. (Chairman)
Warren A. Hood, Jr., 68	Former Directorships:
●	First American Corporation
	●	First American National Bank
	●	Mississippi Power Company
	●	Deposit Guaranty Corporation
	●	Southern Company (NYSE: SO) (audit committee member)
	Qualifications: Mr. Hood brings a wealth of governance and strategic planning experience, as
	well as skills navigating financial statements and financial disclosure issues, gained through
	his prior service on the board and the audit committee of another NYSE listed company. He
	also possesses significant and important institutional knowledge and an understanding of
	financial services industry issues through his service as a director of BancorpSouth Bank.

	Background: Mr. Stanton has served as Chief Executive Officer of ADTRAN, Inc. since 2005
	and Chairman of the Board since 2007. Prior to joining ADTRAN, Inc., he served as an
	executive for Transcrypt International, Inc. and held several senior management positions
	with the E. F. Johnson Company.
	Class II - Term Expires in 2023
	Directorships:
	●	BancorpSouth Bank (Since 2015)
	●	ADTRAN, Inc. (NASDAQ: ADTN) (Chairman)
	●	Economic Development Partnership of Alabama (EDPA)
	●	Chamber of Commerce of Huntsville/Madison County
Thomas R. Stanton, 55	Former Directorships:
●	Federal Reserve Bank of Atlanta's Birmingham Branch (Chairman) (2009- 2014)

	●	Telecommunications Industry Association (Chairman)

Qualifications: Mr. Stanton brings technological experience to our Board as the Chairman and Chief Executive Officer of a public company. He also possesses important institutional knowledge and an understanding of financial services industry issues through his service as a director of BancorpSouth Bank.

Proposal 1: Election of Directors

Class III Nominee

Background: Mr. Holliman currently serves as President of HomeStretch Furniture, a private company founded in 2009 and based in northeast Mississippi. Mr. Holliman is one of the cofounders of HomeStretch Furniture, which specializes in the manufacturing of reclining motion furniture and currently employs over 450 individuals. After graduating from Mississippi State University in 1987 with a Bachelor of Business Administration degree in management, and prior to cofounding HomeStretch Furniture, Mr. Holliman was employed by Lane Furniture for approximately two decades and served as President, and held several management positions with Lane Furniture over the course of his employment.

Class III - Term Expires in 2022

Directorships:

BancorpSouth Bank (Since 2020)
North Mississippi Medical Center
North Mississippi Health Services
Faith Family Ministries

Qualifications: As the current president of a specialized manufacturing company and former

William G. Holliman, 55president of a manufacturing company with more than a hundred year history, Mr. Holliman brings a wealth of business knowledge and experience in manufacturing development to the Board. He also brings valuable leadership experience and civic involvement to the Board through his experience on multiple boards, including previous service on our advisory board, and involvement with numerous charities, including Habitat for Humanity and Nettleton Faith Food Pantry .

Voting Recommendation

The Board of Directors Recommends that Shareholders

vote "FOR" each of the five (5) Nominees for Director named above.

Proposal 1: Election of Directors

Continuing Directors Background and Qualifications

The biographies in the table below show the name, age, principal occupation and directorships with other public and private companies held by each of the continuing directors. In addition, each of the continuing directors has held their principal occupation for more than five (5) years unless otherwise indicated. We have also provided a brief discussion of the specific experience, qualifications, attributes or skills that led to the Nominating and Corporate Governance Committee's conclusion that each continuing director should serve as one of our directors.

Continuing Directors

Background: Mr. Brown is the Senior Vice President of US Operations Eastern Division and Chief Diversity Officer for FedEx Express, a wholly owned subsidiary of FedEx Corporation, the largest express transportation company in the world. Mr. Brown has been associated with FedEx for more than 40 years. Prior to holding his position at FedEx Express, Mr. Brown was the Senior Vice President, Human Resources with FedEx Ground from 2005 to 2008.

Class III - Term Expires in 2022

Directorships:

BancorpSouth Bank (Since 2016)
United Way of the Mid-South
Central Board of the Boys & Girls Club of Greater Memphis
Teach for America - Memphis
Memphis in May International Festival

Shannon A. Brown, 63

Former Directorship:

Buckeye Technologies Inc. (NYSE: BKI) (2012-2013)

Qualifications: Mr. Brown brings to the Board valuable practical business skills, as shown in his career advancement at FedEx from package handler to his current role as Senior Vice President of US Operations Eastern Division and Chief Diversity Officer. Mr. Brown also possesses extensive leadership and development skills, as well as expertise in recruitment, employee benefits and compensation. He also possesses an understanding of financial services industry issues through his service as a director of BancorpSouth Bank.

Background: Mr. Campbell is the Chief Executive Officer of H+M Company, Inc., a company that provides engineering and construction-related services and employs over 600 individuals, and he is the majority owner of Construction Coverage, Inc. Mr. Campbell's experience in retail distribution and institutional and heavy industrial projects in all areas of the United States provides him with insight into the areas of asset quality, particularly real estate development and construction risk, trust and brokerage, insurance and personnel.

Class I - Term Expires in 2021

	Directorships:
	●	BancorpSouth Bank (Since 1992)
James E. Campbell III, 70	Qualifications: Mr. Campbell brings executive decision-making and risk assessment skills to the
	Board as a result of his experience in the construction industry. His experience in real estate

development and construction is especially important in light of the composition of our loan portfolio. He also possesses significant and important institutional knowledge and an understanding of financial services industry issues through his service as a director of BancorpSouth Bank.

Proposal 1: Election of Directors

Background: Mr. Jackson is the President of Positive Atmosphere Reaches Kids, a non-profit organization founded by Mr. Jackson in 1993 that is headquartered in Little Rock, Arkansas, and works with at-risk youth to provide positive reinforcement for success.

Class I - Term Expires in 2021

Directorships:

● BancorpSouth Bank (Since 2007)

● Positive Atmosphere Reaches Kids

Former Directorships

● University of Oklahoma Foundation (Trustee)

Keith J. Jackson, 55	Qualifications: Mr. Jackson brings valuable leadership skills and civic involvement to the Board.

	He also possesses significant and important institutional knowledge and an understanding of
	financial services industry issues through his service as a director of BancorpSouth Bank.

	Background: Mr. Kirk served as the Chairman of the Board of both publicly held and non-profit
	organizations. Mr. Kirk currently serves as Chairman of the Company's Audit Committee, a
	position he has held since 2003. Mr. Kirk qualifies as an "audit committee financial expert" as
	defined under Securities and Exchange Commission regulations.
	Class I - Term Expires in 2021

Directorships:

	●	BancorpSouth Bank (Since 1996) (Chairman of the Audit Committee since 2003)
	●	CREATE, Inc. (Past Chairman)
	●	Journal, Inc. (Chairman)
	Former Directorships:
	●	Hancock Fabrics, Inc. (Chairman and Chief Executive Officer) (1996-2005)
Larry G. Kirk, 73	●	Community Development Foundation (Chairman)
●	North Mississippi Health Services, Inc.

	●	Health Link, Inc.
	●	Acclaim, Inc.
	●	St. Jude Children's Research Hospital Advisory Board

Qualifications: Mr. Kirk brings financial expertise and public accounting knowledge to the Board. He also possesses practical business experience as the former Chief Financial Officer and then Chief Executive Officer of a public company. He also possesses significant and important institutional knowledge and an understanding of financial services industry issues through his service as a director of BancorpSouth Bank.

Proposal 1: Election of Directors

Background: Mr. Mitchell is an attorney with the law firm Mitchell, McNutt & Sams, P.A.

Mr. Mitchell has been active in the practice of law since 1972. During the course of his career, Mr. Mitchell has advised numerous corporate clients concerning the risks involved in the operation of their businesses, industries, partnerships and associations. In his previous directorships, Mr. Mitchell's duties were in the areas of analyzing financial results of operations, setting budgets, reviewing and approving compensation plans, and risk assessments. Mr. Mitchell represented the City of Tupelo, Mississippi as general counsel for over 30 years.

Class I - Term Expires in 2021

Directorships:

	●	BancorpSouth Bank (Since 2001)
	●	North Mississippi Health Services, Inc.
Guy W. Mitchell III, 76	●	Community Development Foundation
	●	CREATE, Inc.

Former Directorships:

Mitchell, McNutt & Sams, P.A.
North Mississippi Medical Center, Inc.

Qualifications: Mr. Mitchell brings to the Board an extensive background in law, executive decision making and risk assessment skills resulting from his experience as an attorney and as a board member of numerous companies and charitable organizations. He also possesses significant and important institutional knowledge and an understanding of financial services industry issues through his service as a director of BancorpSouth Bank.

Background: Mr. Perry is an attorney with the law firm Bradley Arant Boult Cummings, LLP. Prior to February 2015, Mr. Perry was a member of the law firm Forman Perry Watkins Krutz & Tardy LLP for 28 years. Mr. Perry serves on the boards of two charitable foundations with the primary purpose of supporting colleges and universities in Mississippi. He is a former member of the Standing Committee on Rules of Practice and Procedure of the Judicial Conference of the United States and served as Law Clerk to Judge Charles Clark, United States Court of Appeals, Fifth Circuit.

Class III - Term Expires in 2022

Directorships:

BancorpSouth Bank (Since 1991)
Robert M. Hearin Foundation

Alan W. Perry, 72

Former Directorships:

Mississippi Institutions of Higher Learning

Qualifications: Mr. Perry brings a wealth of legal, governance and risk management skills to the Board, gained both as a board member and as an attorney representing corporate boards. He also possesses significant and important institutional knowledge and an understanding of financial services industry issues through his service as a director of BancorpSouth Bank.

Proposal 1: Election of Directors

Background: Mr. Rollins has served as Chairman of the Board since April 2014 and Chief

Executive Officer since November 2012. Prior to that, he served as President and Chief Operating

Officer of Prosperity Bancshares, Inc., headquartered in Houston, Texas, and director of

Prosperity Bancshares from 2006 to 2012. Mr. Rollins served as Senior Vice President of

Prosperity Bancshares from 2001 until 2006, and became President of Prosperity Bank in 2005.

He served as Executive Vice President of Prosperity Bank from 2002 to 2004 and President of the

Matagorda Banking Centers of Prosperity Bank from 1994 to 2002. From 1983 to 1994,

Mr. Rollins worked for First State Bank and Trust Company in Port Lavaca and Bay City, Texas.

Class III - Term Expires in 2022

Directorships:

James D. Rollins III, 61	●	BancorpSouth Bank (Since 2012) (Chairman since 2014)
●	North Mississippi Health Services, Inc.
	●	Healthcare Foundation of North Mississippi
	●	Mississippi Economic Council (MEC)

Former Directorships:

Prosperity Bancshares, Inc.

Qualifications: Mr. Rollins brings to the Board valuable banking knowledge from his years of service in the financial services industry, particularly his experience on the senior management team and as a director of a public bank holding company.

Corporate Governance

Role of the Board of Directors

The role of the Board of Directors is to facilitate the Company's long-term success consistent with its fiduciary responsibilities to its shareholders. In this role, our Board of Directors is responsible for, among other things:

formulating, reviewing, monitoring and changing, when necessary, fundamental operating, financial and other corporate plans, strategies and objectives with the advice and assistance of management;
overseeing the management of the Company's activities, including management's risk culture and risk appetite;
selecting, monitoring, evaluating and, if necessary, replacing the Company's Chief Executive Officer and other executive officers;
addressing management succession issues in a timely manner;
monitoring the Company's performance against strategic and business plans;
overseeing and monitoring compliance with laws, regulations, auditing and accounting principles;
exercising oversight for the development and performance of internal controls and the ability of employees and other stakeholders to report unethical or improper conduct; and
considering and, when advisable, approving mergers, acquisitions, and other similar transactions for the Company and its subsidiaries.

To ensure that it is effective in fulfilling its duties, the Board of Directors annually conducts a peer-to-peer assessment of the Board of Directors, the members of each of its six standing committees, an assessment of the Independent Lead Director, as well as the performance of the CEO.

Director Attendance at Board, Committee and Annual Meetings

During 2019, our Board of Directors held ten meetings. Each director attended at least 83% of the aggregate of the total number of all meetings of the Board of Directors and all committees on which the director served. We encourage our Board members to attend annual meetings of shareholders. In 2019, all of our directors attended the annual meeting of shareholders.

Corporate Governance

Committees of the Board of Directors

The Board of Directors has six standing committees - the Audit Committee, the Risk Management Committee, the Executive Compensation and Stock Incentive Committee, the Nominating and Corporate Governance Committee, the Credit Risk Committee, and the Trust and Financial Services Committee. A copy of the charter for each of these committees is available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Board Committees."

The following table shows the current membership of each committee of the Board of Directors:

			Executive	Nominating and		Trust and
			Compensation and	Corporate		Financial
	Audit	Risk Management	Stock Incentive	Governance	Credit	Services
Director	Committee	Committee	Committee	Committee	Risk Committee	Committee
Gus J. Blass III*	X	X				Chair
Shannon A. Brown*			X		X	X
James E. Campbell III*			Chair	X	X
Deborah M. Cannon*	X		X		Chair
William G. Holliman*					X	X
Warren A. Hood, Jr. *	X			X
Keith J. Jackson*		X		X		X
Larry G. Kirk*	Chair					X
Guy W. Mitchell III *†		X		Chair
Alan W. Perry*		Chair			X
James D. Rollins III
Thomas R. Stanton*		X	X

Reflects an independent director. For more information, see the section below entitled "- Director Independence."
† Reflects our Independent Lead Director.

Audit Committee

Larry G. Kirk (Chair)*

Gus J. Blass III*

Deborah M. Cannon*

Warren A. Hood, Jr.*

*Independent Directors

Pursuant to its charter, the Audit Committee is responsible for, among other things: monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements and our financial reporting process and systems of internal controls; evaluating the independence and qualifications of our independent registered public accounting firm; evaluating the performance of our independent registered public accounting firm and our internal auditing department; providing an avenue of communication among our independent registered public accounting firm, management, our internal audit department, our subsidiaries and our Board of Directors; and selecting, engaging, overseeing, evaluating and determining the compensation of our independent registered public accounting firm.

This committee has the authority, in its sole discretion, to select, retain and obtain the advice and services of one or more independent legal counsel, accountants or other advisers as it determines necessary to fulfill or assist with the execution of its duties and responsibilities.

A peer-to-peer assessment as well as an assessment of the committee's overall performance is conducted annually. The Board of Directors has determined that each member of the Audit Committee is independent under the listing standards of the NYSE. Our Board of Directors has also determined that each of Messrs. Blass, Hood and Kirk and Ms. Cannon is an "audit committee financial expert" as defined in rules adopted by the SEC.

The committee held eight meetings during 2019.

Risk Management Committee

Alan W. Perry (Chair)*

Gus J. Blass III*

Keith J. Jackson*

Guy W. Mitchell III*

Thomas R. Stanton*

*Independent Directors

Executive

Compensation and

Stock Incentive

Committee

James E. Campbell III (Chair)*

Shannon A. Brown*

Deborah M. Cannon*

Thomas R. Stanton*

*Independent Directors

Corporate Governance

The Risk Management Committee is responsible for the oversight of our enterprise-wide risk management practices and ascertains whether management has adequately considered all material risks that we face and determines whether procedures have been effectively implemented to mitigate sufficiently the risks identified.

A peer-to-peer assessment as well as an assessment of the committee's overall performance is conducted annually. In addition, the Board of Directors has determined that each committee member, including its Chairman, is independent under the listing standards of the NYSE.

The committee held four meetings during 2019.

Pursuant to its charter, the Executive Compensation and Stock Incentive Committee reviews corporate goals and objectives pertaining to the compensation of our Named Executive Officers, evaluates the performance of our Named Executive Officers and determines the salary, benefits and other compensation of our Named Executive Officers. After consultation with management, this committee makes recommendations to the Board of Directors with respect to the salaries, benefits and other compensation of our executive officers other than the Named Executive Officers. This committee also administers our incentive- compensation plans, equity-based plans and other compensation plans, policies and programs, including the Executive Compensation Policy. See "COMPENSATION DISCUSSION AND ANALYSIS."

This committee has the authority, in its sole discretion, to select, retain and obtain the advice and services of one or more compensation consultants, independent legal counsel, accountants or other advisers as it determines necessary to fulfill or assist with the execution of its duties and responsibilities.

A peer-to-peer assessment as well as an assessment of the committee's overall performance is conducted annually to ensure the committee is conducting its activities in accordance with the policies and principles set forth in our Corporate Governance Principles. The Board of Directors has determined that each committee member is independent under the listing standards of the NYSE, applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and SEC regulations.

The committee held four meetings during 2019.

Nominating and

Corporate Governance

Committee

Guy W. Mitchell III (Chair)*

James E. Campbell III*

Warren A. Hood, Jr *

Keith J. Jackson*

*Independent Directors

Corporate Governance

The Nominating and Corporate Governance Committee identifies and recommends to the Board nominees for election to the Board and candidates for appointment to Board committees consistent with criteria approved by the Board. In considering all director nominees, including those nominated by shareholders, this committee expects all nominees to possess the characteristics of integrity, high personal and professional ethics, sound business judgment and the ability and willingness to commit sufficient time to the Board of Directors. In evaluating the suitability of individual directors, this committee will take into account many factors, including a general understanding of marketing, finance and other disciplines relevant to the success of BancorpSouth in the prevailing business environment; understanding of financial service industry issues and the business of BancorpSouth; educational and professional background; personal accomplishment; and geographic, gender, age and ethnic diversity. This committee will also evaluate each incumbent director to determine whether he or she should be nominated to stand for reelection, based on the types of criteria outlined above as well as the director's contributions to the Board of Directors during the relevant term.

This committee reviews and re-assesses our Corporate Governance Principles, Related Person Transactions Policies and Procedures and Stock Ownership Guidelines at least annually. It also oversees the annual peer-to-peer assessment of the Board, appoints an Independent Lead Director (as identified in "- Board Leadership Structure" below) and reviews and recommends to the Board for approval all "related person" transactions. Pursuant to its charter, the committee evaluates and recommends to the Board the form and amount of non- management director compensation and, at least every two years, reviews non- management director compensation.

A peer-to-peer assessment as well as an assessment of the committee's overall performance is conducted annually. The Board of Directors has determined that each committee member is independent under the listing standards of the NYSE.

The committee held five meetings during 2019.

Credit Risk Committee

Deborah M. Cannon (Chair)*

Shannon A. Brown*

James E. Campbell III*

William G. Holliman*

Alan W. Perry*

*Independent Directors

Corporate Governance

The Credit Risk Committee is responsible for advising and informing the Board and management as it relates to: (i) optimization of the risk/return profile of BancorpSouth's consolidated loan portfolio and other real estate owned portfolio;

compliance with the BancorpSouth General Loan Policy; and (iii) appropriate classification of loans. To meet its responsibilities, the committee is further responsible for, among other things, assessing the overall quality of the loan portfolio, including the level and direction of risk, monitoring the development of risk mitigation tools, monitoring policies and plans for dealing with other real estate owned, reviewing the Asset Quality Trend Report and making recommendations to management, monitoring the activities of internal loan review, reviewing and commenting on the discussion of allowance for loan and lease loss on a quarterly basis, monitoring the work of the credit committee, reviewing the appraisal procedures, reviewing portfolio concentration analyses, reviewing Regulation O and Regulation H reports, and assessing the overall adequacy of the commercial lending staff.

A peer-to-peer assessment as well as an assessment of the committee's overall performance is conducted annually. The committee's charter is also evaluated annually.

The committee held four meetings in 2019.

Trust and Financial Services Committee

Gus J. Blass III (Chair)*

Shannon A. Brown*

William G. Holliman*

Keith J. Jackson*

Larry G. Kirk*

*Independent Directors

The Trust and Financial Services Committee is responsible for supervising BancorpSouth's Trust and Wealth Management Department, Mortgage Lending Department and BancorpSouth's insurance subsidiary (BXS Insurance, Inc.). The committee seeks to ensure the proper exercise of BancorpSouth's fiduciary powers, and that the departments and subsidiaries the committee supervises enforce sound risk management practices calculated to minimize risk of loss. The committee has the overall responsibility for reviewing and approving the organization and administration of each department and subsidiary.

A peer-to-peer assessment of this committee is conducted annually as well as the committee's overall performance. The committee's charter is also evaluated annually.

The committee held four meetings in 2019.

Corporate Governance

Communications with the Board of Directors

You may send communications to the Board of Directors, the Independent Lead Director, the non- management directors as a group or any individual director by writing to the intended recipient(s) in care of the Corporate Secretary at One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. The Corporate Secretary will directly forward the received written communications to the recipient(s) indicated on the communication.

Governance Information

In addition to the committee charters described above, our Stock Ownership Guidelines, Code of Business Conduct and Ethics, Whistleblower and Unethical Conduct Reporting Policy, Corporate Governance Principles and Director Independence Standards are available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Governance Documents." These materials as well as the committee charters described above are also available in print to any shareholder upon request. Such requests should be sent to the following address:

BancorpSouth Bank

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

Attention: Corporate Secretary

Director Independence

The Board of Directors reviews the independence of all directors and affirmatively makes a determination as to the independence of each director on an annual basis. No director will qualify as independent unless the Board of Directors affirmatively determines that the director has no material relationship with BancorpSouth (either directly or indirectly, including, without limitation, as a partner, shareholder or officer of an organization that has a material relationship with BancorpSouth). In each case, the Board of Directors broadly considers all relevant facts and circumstances when making independence determinations. To assist the Board of Directors in determining whether a director is independent, the Board of Directors has adopted Director Independence Standards, which are available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Governance Documents."

In determining the independence of each director, the Board considered and deemed immaterial to certain directors' independence certain transactions involving the purchase or consumption of overnight courier and legal services provided or rendered in the ordinary course of business between the Company, on the one hand, and on the other, companies or organizations at which some of our directors were officers or employees during fiscal year 2019. In each case, the amount we paid to these companies or organizations in each of the last three fiscal years was below the 2% of total revenue threshold included in our Director Independence Standards. Accordingly, the Board of Directors has determined that each of Messrs. Blass, Brown, Campbell, Holliman, Hood, Jackson, Kirk, Mitchell, Perry and Stanton and Ms. Cannon, a majority of our Board members, meets our standards as well as the current listing standards of the NYSE for independence and that none of the relationships it considered impaired the independence of our directors.

Corporate Governance

Director Qualification Standards

The Nominating and Corporate Governance Committee and our Chief Executive Officer actively seek individuals qualified to become members of our Board of Directors for recommendation to our Board of Directors and shareholders. The Nominating and Corporate Governance Committee considers nominees proposed by our shareholders to serve on our Board of Directors who are properly submitted in accordance with our Amended and Restated Bylaws as discussed in the section below entitled "GENERAL INFORMATION - Shareholder Nominations and Proposals." Although we have no formal policy addressing Board diversity, the Nominating and Corporate Governance Committee believes that diversity is an important attribute of the members who comprise our Board of Directors and that the members should represent an array of backgrounds and experiences and should be capable of articulating a variety of viewpoints. In recommending candidates and evaluating shareholder nominees for our Board of Directors, the Nominating and Corporate Governance Committee considers each candidate's qualifications regarding independence, diversity, age, ownership, influence and skills, such as an understanding of financial services industry issues, all in the context of an assessment of the perceived needs of BancorpSouth at that point in time. Our director qualifications are set forth in our Corporate Governance Principles, which are available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Governance Documents." The Nominating and Corporate Governance Committee meets at least annually with our Chief Executive Officer to discuss the qualifications of potential new members of our Board of Directors. After consulting with our Chief Executive Officer, the Nominating and Corporate Governance Committee recommends the director nominees to the Board of Directors for their approval. We have not paid any third party a fee to assist the Nominating and Corporate Governance Committee in the director nomination process in connection with this Annual Meeting.

The Nominating and Corporate Governance Committee determines the appropriate characteristics, skills and experiences for the Board of Directors as a whole as well as for individual directors and nominees, with the objective of having a Board with diverse backgrounds and experiences. In considering the structure of the Board, the Nominating and Corporate Governance Committee evaluates each nominee, with the objective of recommending a group of nominees that can best perpetuate the success of BancorpSouth and represent shareholder interests through the exercise of sound judgment using the Board's diversity of experience.

Board Leadership Structure

As specified in our Corporate Governance Principles, the Board of Directors does not have a policy with respect to the separation of the offices of Chairman of the Board and the Chief Executive Officer. The Board believes this issue is part of the succession planning process and that it is in the best interests of BancorpSouth and our shareholders to retain the flexibility to combine or separate these functions.

Mr. Rollins, our Chief Executive Officer, has served as Chairman of the Board since April 2014. At that time, the Board determined that combining the roles of Chairman of the Board and Chief Executive Officer would add a substantial strategic perspective to the chair position, while providing important continuity to Board leadership. Each year, the Board evaluates Mr. Rollins' dual position as Chief Executive Officer and Chairman of the Board and the strategic vision and perspective he brings to the position of Chairman. The Board is unanimously of the view that Mr. Rollins will continue to provide excellent leadership of the Board and that his continuing as Chairman serves the best interests of shareholders and the Company.

Corporate Governance

The Nominating and Corporate Governance Committee appointed Guy W. Mitchell III to serve as the Independent Lead Director on April 24, 2019, and he continues to serve in that role. The Independent Lead Director:

Presides at all meetings of the Board at which the Chairman of the Board or the Chief Executive Officer is not present, including executive sessions of the independent directors;
Serves as liaison between the Chairman of the Board and the independent directors and between senior management and the independent directors;
Advises and consults with the Chairman of the Board and the Chief Executive Officer in matters related to corporate governance and performance of the Board; and
Performs such other duties as the Board may from time to time delegate.

Management Succession Planning

Management succession planning is a priority of the Company as it allows the Company to provide continuity in leadership. The Company's succession plan is designed to identify and prepare a diversified group of candidates for high-level management positions that become vacant as a result of retirement, resignation, death, disability or the pursuit of new business opportunities. On at least an annual basis, the Management Committee assesses the leadership needs of the Company to ensure the selection of qualified leaders who are diverse and possess the necessary skills to serve as a member of the Company's senior staff. The Management Committee, in conjunction with the Chief Human Resource Officer, is responsible for the Company's succession planning for each member of senior staff, regulatory required position, and other critical roles, identifying potential candidates to fill future vacancies in those positions. When making succession plans, and in order to create a diverse pool of applicants, the Company will strive to promote a diverse pool of candidates for employment, including women and minorities.

Executive Sessions

Our independent directors meet in executive session at least semi-annually. In 2019, our independent directors met five times in executive session. As Independent Lead Director, Mr. Mitchell presided at these meetings.

Stock Ownership Guidelines

We have adopted significant Stock Ownership Guidelines that apply to each director, the Chief Executive Officer and each other individual identified as an executive officer of the Company (each, a "Covered Participant"). The Stock Ownership Guidelines do not apply, however, to a Covered Participant after the effective date of his or her retirement or resignation from the Company. Each Covered Participant must beneficially own shares of our Common Stock at a minimum ownership level for as long as he or she is a Covered Participant, as follows:

	Corporate Governance
Position	Minimum Ownership Level
Chief Executive Officer	6x base salary
All Other Executive Officers	3x base salary
Non-Employee Directors	10x annual cash retainer (excluding any committee fees)

Each Covered Participant must retain at least 75% of the number of net shares of common stock acquired on vesting of restricted stock or performance shares until he or she achieves the appropriate minimum ownership level. The Nominating and Corporate Governance Committee administers the Stock Ownership Guidelines and may, in its discretion, consider exceptions if the guidelines place a severe financial hardship on an individual, or for charitable gifts, estate planning transactions and certain other limited circumstances. The Stock Ownership Guidelines are available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Governance Documents." 100% of the Company's directors and executive officers own Company common stock.

Risk Oversight

Our Board of Directors oversees a company-wide approach to risk management, designed to support the achievement of strategic objectives to improve long-term organizational performance and enhance shareholder value. Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework to:

Understand critical risks in our business and strategy;
Allocate responsibilities for risk oversight among the full Board, its committees and management;
Evaluate our risk management processes and ensure that they function adequately;
Facilitate open communication between management and the Board;
Foster an appropriate culture of integrity and risk awareness; and
Monitor and address our risk exposure to cyber-attacks and other security breaches that pose a threat to our operations.

The Board implements its risk oversight function both as a whole and through its committees. All committees of the Board play a significant role in carrying out the risk oversight function. In particular:

The Audit Committee oversees risks related to our financial statements, our compliance with legal and regulatory requirements, our financial reporting process and system of internal controls. The Audit Committee evaluates the performance of our independent auditors and our internal auditing department. The Audit Committee periodically meets privately in separate executive sessions with management, our internal audit department, and our independent external auditors.
The Risk Management Committee oversees enterprise-wide risk management practices. The committee's focus includes the identification, monitoring, management and planning for our exposure to applicable risks, including, without limitation, market risk, interest rate risk, credit risk,

Corporate Governance

liquidity risk, operational risk, capital risk, technology risk (including cybersecurity), legal/compliance/regulatory risk, human resource risk, reputational risk and acquisition/strategic risk, and other such risks as may from time to time be material to us. The committee seeks to determine whether management has adequately considered all material risks facing us and whether procedures have been effectively implemented in order to mitigate sufficiently the risks identified. The committee provides advice to the Board of Directors and its other committees as to appropriate risk mitigation procedures and structures, which helps the Board fulfill its responsibilities to effectively monitor and review actions of management. The Risk Management Committee uses information from management's Enterprise Risk Oversight Committee, the Enterprise Risk Management Department, and other risk managers in fulfilling the Risk Management Committee's role relative to risk assessment, monitoring and reporting.

The Executive Compensation and Stock Incentive Committee oversees the risks and rewards associated with our compensation philosophy and programs. As discussed in more detail below in the section entitled "COMPENSATION DISCUSSION AND ANALYSIS," this committee determines and approves the compensation for our Named Executive Officers, reviews and recommends to the Board the compensation for our other officers, approves, administers and evaluates our incentive- compensation plans, equity-based plans and other compensation plans, policies and programs and administers the Executive Compensation Policy. For example, the Executive Compensation and Stock Incentive Committee will engage a third party, from time to time, to perform an Incentive Compensation Plan Risk Assessment to assist in assessing risk within BancorpSouth's incentive compensation plans and programs, including, but not limited to, the Amended and Restated Executive Performance Incentive Plan and the Long-Term Equity Incentive Plan described under "COMPENSATION DISCUSSION AND ANALYSIS - Annual Incentive Compensation" and "-Long-term Incentive Compensation."
The Nominating and Corporate Governance Committee oversees risks related to our corporate governance principles and risks arising from related person transactions.
The Credit Risk Committee oversees the overall risks associated with our credit, lending practices and the overall adequacy of the commercial lending staff.
The Trust and Financial Services Committee oversees risks related to our fiduciary powers of trust and wealth management and ensures that sound risk management practices are in place to minimize risk of loss.

Although the Board has the ultimate oversight responsibility for the risk management process, management is charged with actively managing risk. Management has internal processes and policies to identify and manage risks and to communicate with the Board. These include the Enterprise Risk Oversight Committee, the Enterprise Risk Management Department, a real estate risk management group, regular internal meetings of the executive officers, ongoing long-term strategic planning, regular reviews of regulatory and litigation compliance, a Code of Business Conduct and Ethics, a whistleblower policy, and a comprehensive internal and external audit process. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls at least annually. Management communicates routinely with the Board and its committees, and the Risk Management Committee communicates routinely with the Board regarding the significant risks identified and how they are being managed.

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth certain information, as of January 31, 2020 (except as otherwise specified), with respect to the beneficial ownership of our common stock by (1) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, based on a review of public filings made with the FDIC and SEC, (2) each director and nominee for director as of the date of this Proxy Statement, (3) each of our Named Executive Officers and (4) all of our directors and executive officers as a group. As of January 31, 2020, a total of 105,127,840 shares of our common stock were outstanding. Our Stock Ownership Guidelines generally require our directors and Named Executive Officers to beneficially own a minimum number of shares of our common stock. For more information, see the section above entitled "CORPORATE GOVERNANCE - Stock Ownership Guidelines." The number of shares of common stock owned by each officer and director reflected in the table below includes such shares. For purposes of this table, we relied on information supplied by our directors, nominees for director and executive officers as well as public filings made by beneficial owners on Schedule 13G and Schedule 13D with the FDIC and the U.S. Securities and Exchange Commission.

	Amount and Nature of	Percent of
Name and Address of Beneficial Owner (1)	Beneficial Ownership(2)	Class
Blackrock, Inc.	11,914,226 (3)	11.4%
The Vanguard Group, Inc.	8,895,454 (4)	8.4%
Chris A. Bagley	201,066	*
Gus J. Blass III	140, 604 (5)	*
Shannon A. Brown	5,548	*
James E. Campbell III	158,961	*
Deborah M. Cannon	11,720	*
John G. Copeland	35,158	*
Donald G. Grobowsky	649,848	*
William G. Holliman	2,184	*
Warren G. Hood, Jr.	25,920	*
Keith J. Jackson	27,026	*
Jeffrey W. Jaggers	86,387	*
Larry G. Kirk	54,207	*
Guy W. Mitchell III	64,926	*
Alan W. Perry	106,158	*
Charles J. Pignuolo	67,691	*
James D. Rollins III	415,261	*
Thomas R. Stanton	5,464	*
All current directors and executive officers as a group (19 persons)	2,178,542	2.07%

Less than 1%.

The address of each person or entity listed, other than The Vanguard Group, Inc. and Blackrock, Inc., is c/o BancorpSouth Bank, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.
Beneficial ownership is deemed to include shares of common stock that an individual has a right to acquire within 60 days after January 31, 2020. These shares are deemed to be outstanding for the purposes of computing the "percent of class" for that individual, but are not deemed outstanding for the purposes of computing the percentage of any other person.
Information in the table for individuals also includes shares held for their benefit in our 401(k) Profit-Sharing Plan, and in individual retirement accounts for which the shareholder can direct the vote. Except as indicated in the footnotes to this table, each person listed has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by him or her pursuant to applicable law. The amount of shares reflected as beneficially owned by the executive officers includes unvested restricted stock with regard to which these individuals hold only voting power and not investment power.
Based on shares beneficially owned by Blackrock, Inc. as set forth in a Schedule 13G dated February 7, 2020 and submitted to the FDIC on February 10, 2020. Blackrock, Inc. reported that it possesses sole voting power with respect to 11,606,524 of such shares, shared voting power with respect to 0 of such shares, sole dispositive power with respect to 11,914,226 of such shares, and shared dispositive power to 0 of such shares.
Based on shares beneficially owned by The Vanguard Group, Inc. as set forth in a Schedule 13G/A dated February 10, 2020 and filed with the SEC on February 12, 2020. The Vanguard Group, Inc. reported that it possesses sole voting power with respect to 95,664 of such shares, shared voting power with respect to 12,529 of such shares, sole dispositive power with respect to 8,802,063 of such shares, and shared dispositive power to 94,391 of such shares.
Includes 5,518 shares held in a trust of which Mr. Blass is the trustee for the benefit of his son, of which Mr. Blass disclaims beneficial ownership.

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to discuss our philosophy, practices and procedures with respect to our executive compensation program and the objectives of our Executive Compensation and Stock Incentive Committee in selecting and setting the elements of the compensation that is paid or awarded to certain of our executive officers.

The Executive Compensation and Stock Incentive Committee has implemented strong governance practices that reinforce our principles, support sound risk management and are shareholder-aligned. The list below outlines many of our compensation practices.

Executive Compensation Highlights

What We Do

Pay for Performance. We provide short-termand long-termincentive awards based on performance targets aligned with business performance metrics.
Performance-BasedEquity Awards. The award cycle for performance shares is three years and is comprised of a two-yearperformance period followed by a one-yearretention period.
Diversity of Performance Metrics. We use multiple performance metrics and multi-yearvesting timeframes to limit short-termrisk taking.
Long Vesting Periods. The time-vestingof our restricted stock generally vests on a cliff basis of five (5) years. The holder is entitled to receive dividends and exercise voting rights prior to the vesting date.
Review Compensation Program. We review our compensation program annually to confirm that it does not encourage excessive risk taking and is not reasonably likely to have a material adverse effect on the Company.
Stock Ownership Guidelines. We maintain significant common stock ownership guidelines for our directors and executive officers, in order to more closely align the financial interests of the directors and executive officers with those of our shareholders. The directors and executive officers are required to hold vested equity stock awards until common stock ownership guidelines are met.

"Clawback Policy." We maintain a clawback policy that sets forth the conditions under which we may recover excess incentive-based compensation paid or awarded to or received by any of our current or former executive officers.
"Double Triggers." Our change in control agreements include a "double trigger" requiring both a change in control and termination of the executive's employment within a set period of time for the executive to receive payment.
Executive Compensation Policy. We maintain an Executive Compensation Policy which outlines the principal criteria used to measure the success of our executive officers in achieving our business objectives.
Limited Perquisites. We provide limited perquisites to our executive officers that are intended to help us attract and retain highly qualified leaders.
Annual Say-on-Pay Vote. We conduct an annual say-on-payvote for shareholders to approve executive compensation of our Named Executive Officers. In 2019, approximately 96.26% of our shareholders who attended the shareholders meeting (in person or by proxy) approved, on a non-binding,advisory basis, the compensation of our Named Executive Officers.
Management Succession Planning Policy. We maintain a management succession planning policy for our key management positions.

Compensation Discussion and Analysis

What We Don't Do

Long-TermEmployment Agreements. We have no written employment agreements with any of our Named Executive Officers and all are employed by us on an "at will" basis.
Short Selling or Use of Derivatives. In addition to the types of short selling prohibited by the Exchange Act, our insider trading policy prohibits our directors and executive officers from any short selling or from trading derivative instruments related to our securities.
"Gross Ups." We do not provide tax "gross up" or similar payments on any amounts payable under change in control agreements for excise taxes on "parachute payments."
Margin Accounts Holding and Pledging of Our Common Stock. Our directors and executive officers are prohibited from holding shares in margin accounts and may only pledge shares of our common stock as collateral for loans by demonstrating the financial capacity to repay the loans without resorting to the pledged stock.

Dividends on Unearned Performance-Based Equity Awards. We do not pay dividends or dividend equivalents on performance-basedequity awards during the vesting period of the award.
Option Re-pricing. Our equity incentive plans prohibit option re-pricing without the approval of our shareholders.
Option Backdating or "Spring-Loading."We do not backdate options or grant options retroactively.
Multi-YearGuaranteed Bonuses. Our Named Executive Officers are not eligible for multi- year guaranteed bonuses.
Above-MarketReturns on Deferred Compensation Plan. We maintain a deferred compensation plan as a nonqualified contribution benefit arrangement for our executive officers. We do not make a matching or other contribution under this plan. Each participant's account is credited with interest on a biannual basis equal to the yield on the most recently-issuedU.S. Treasury note.

Executive Summary

Throughout this Compensation Discussion and Analysis, James D. Rollins III, our Chairman and Chief Executive Officer, Chris A. Bagley, our President and Chief Operating Officer, John G. Copeland, our Senior Executive Vice President, Treasurer, Chief Financial Officer, Charles J. Pignuolo, our Senior Executive Vice President and General Counsel, and Jeffrey Jaggers, our Senior Executive Vice President and Chief Information Officer, are collectively referred to as our named executive officers (the "Named Executive Officers").

We believe our executive compensation program plays a significant role in our ability to attract, motivate and retain a highly experienced team of executives that is critical to our success. We believe the program is structured in a manner that supports our company and our business objectives, as well as our culture and the traditions that have allowed us to meet the needs of our shareholders, customers and employees and to support the communities in which we operate.

Our Executive Compensation and Stock Incentive Committee regularly reviews our executive compensation program to ensure it achieves the desired goals of linking the compensation paid to our executive officers with our shareholders' interests and current market practices, while avoiding the encouragement of unnecessary or excessive risk-taking. Under this program, our Named Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals, the attainment of corporate goals, and the realization of increased shareholder value.

Compensation Discussion and Analysis

Our principal measures of success in achieving our business objectives are total shareholder return, operating earnings per share growth, asset quality, efficiency ratio, return on average equity, loan growth, dividend growth, deposit growth and fee income. We believe our executive compensation program's mix of base salary, annual and long-term incentive compensation, benefits and perquisites as described below in the section entitled "- Compensation Policy" is properly aligned with these objectives.

In 2016, the Executive Compensation and Stock Incentive Committee retained Frederic W. Cook & Co. to assist in assessing risks within BancorpSouth's incentive compensation plans and programs, which included the Amended and Restated Executive Performance Incentive Plan and the Long-Term Equity Incentive Plan in which our Named Executive Officers participate as described below. The results of the Incentive Compensation Plan Risk Assessment were delivered by Frederic W. Cook & Co. in 2017 and indicated that our incentive plans are well designed and are not structured in a way that encourages risky behaviors and, from a compensation risk perspective, that we have no compensation practices that are reasonably likely to have a material adverse effect on BancorpSouth. We believe our incentive compensation plans and policies include terms designed to mitigate any potential material risks created by the performance-based metrics used in the incentive compensation plans; for example, annual and long-term incentive compensation is subject to recovery by BancorpSouth under our Executive Compensation Policy, and our executive officers must maintain ownership of significant amounts of BancorpSouth common stock in compliance with our Stock Ownership Guidelines.

For 2020, the Executive Compensation and Stock Incentive Committee retained Frederic W. Cook & Co. to review BancorpSouth's Executive Performance Incentive Plan to assess the overall competiveness with market practices, the ability to align executive pay with BancorpSouth's performance, and to reinforce business strategy to create value for shareholders.

In connection with the 2017 annual meeting of shareholders, we solicited an advisory vote by our shareholders on the frequency with which the advisory vote on Named Executive Officer compensation would be solicited, commonly referred to as the "Say-When-On-Pay" vote. As a result of the "Say-When-On-Pay" vote taken in 2017, the Board of Directors determined to hold an advisory vote on the compensation of the Named Executive Officers every year, commonly referred to as the "Say-On-Pay" vote.

In 2019, approximately 96.26% of our shareholders who attended the annual meeting (in person or by proxy) approved, on a non-binding, advisory basis, the compensation of our Named Executive Officers. Since the 2019 "Say-On-Pay" vote, the Executive Compensation and Stock Incentive Committee has continued to adhere to its compensation principles and philosophy, which has resulted in the continuation of an executive compensation program that closely ties compensation to our overall performance and the enhancement of shareholder value.

Compensation Discussion and Analysis

Compensation Overview

The Executive Compensation and Stock Incentive Committee administers our executive compensation program. The Executive Compensation and Stock Incentive Committee is composed entirely of directors who are independent under the listing standards of the NYSE, our Director Independence Standards, and Exchange Act Rule 16b-3. The Director Independence Standards are available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Governance Documents." The charter of the Executive Compensation and Stock Incentive Committee is available on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Corporate Information - Board Committees." The charter is reviewed annually by the Executive Compensation and Stock Incentive Committee and was most recently revised in 2019.

The Executive Compensation and Stock Incentive Committee generally meets four (4) times a year and more often if necessary. Prior to each regular meeting, the Corporate Secretary provides materials to each committee member, including minutes of the previous meeting, an agenda, recommendations for the upcoming meeting and other materials relevant to the agenda items. Historically, the Chief Executive Officer has attended committee meetings to provide information to the committee concerning the performance of executive officers, discuss performance measures relating to executive officer compensation and to make recommendations to the committee concerning the compensation of executive officers. The committee holds executive sessions consisting only of committee members. The Chief Executive Officer does not engage in discussions with the committee regarding his own compensation, except to respond to questions posed by committee members outside of executive session deliberations.

The Executive Compensation and Stock Incentive Committee annually reviews and approves in advance the compensation paid to each of our Named Executive Officers. In performing its duties, among other things, the Executive Compensation and Stock Incentive Committee:

Reviews and approves annually the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates at least annually the Chief Executive Officer's performance in light of those goals and objectives and determines and approves the Chief Executive Officer's compensation based on this evaluation;
In determining the long-term incentive component of the Chief Executive Officer's compensation, considers (1) our performance and relative shareholder return, (2) the salary, bonus and value of similar incentive awards to chief executive officers at comparable financial and bank holding companies, (3) the salary, annual and long-term awards given to the Chief Executive Officer in past years, (4) the Chief Executive Officer's total compensation and (5) such other factors as it may deem relevant;
Determines and approves the following and, where appropriate, recommends to the Board for approval for our other executive officers and Chief Financial Officer:
- Annual base salary level(s);
- Annual incentive compensation;
- Awards under long-term incentive compensation plans and equity-based plans;

Compensation Discussion and Analysis

- Performance goals upon which incentive compensation awards are conditioned, if any; and
- Employment agreements, severance arrangements and change-in-control agreements, in each case as, when and if appropriate;
Determines and approves benefits and perquisites under any special or supplemental benefits plans or programs;
At least annually and more often as circumstances dictate, reports its actions to the Board; and
Annually reviews and re-assesses the adequacy of the Executive Compensation and Stock Incentive Committee's charter and recommends any proposed changes to the Board for approval.

Compensation Policy

Our principal measures of success in achieving our business objectives are total shareholder return, operating earnings per share growth, asset quality, efficiency ratio, return on average equity, loan growth, dividend growth, deposit growth and fee income. The variable, performance-based elements of our executive compensation program are designed to reward our executive officers based on our overall performance in achieving defined performance goals relative to these measures.

Through our executive compensation program, we seek to provide:

Base salaries at levels that will attract, motivate and permit us to retain qualified executive officers;
Compensation that differentiates pay on the basis of performance;
Incentive compensation opportunities that will motivate executive officers to achieve both our short-term and long-term business objectives and that will provide compensation commensurate with our performance achievements;
Total compensation that is competitive with that of comparable financial institutions within the context of our performance; and
Protection of shareholder interests by requiring achievement of successful results as a condition to earning above-average compensation.

Our executive compensation program consists of the following primary elements:

Base salary is intended to provide a foundation element of compensation that is relatively secure and that reflects the skills and experience that an executive brings to us; we seek to pay base salaries that are competitive with those paid to executive officers in comparable positions at comparable financial institutions;
Cash bonuses that are paid in the discretion of the Executive Compensation and Stock Incentive Committee to reward exceptional performance that brought material value to us;

Compensation Discussion and Analysis

Annual non-equityincentive compensation is a variable, non-equity element that is based on the achievement of defined goals for a given fiscal year that are tied to our overall performance;
Long-termequity incentive compensation is a variable, equity element that provides an emphasis on long-term performance goals, stock price performance, ongoing improvement and continuity of performance;
Employee benefits are intended to provide reasonable levels of security with respect to retirement, medical, death and disability protection and paid time off; and
Certain perquisites are used to supplement the other elements of compensation, facilitating the attraction, motivation and retention of executive officers of the caliber we believe necessary to remain competitive.

The Executive Compensation and Stock Incentive Committee uses the variable compensation elements of our executive compensation program (i.e., annual incentive compensation and long-term incentive compensation) as incentives that are based on our performance. While increases to annual base salaries also take individual and our overall performance into consideration, they are not predicated solely on performance achievements and are not subject to the same degree of variability as the performance-based incentives. The variable elements of compensation are intended to align the interests of our Named Executive Officers with shareholder interests by focusing executives' attention on key measures of performance that we believe either drive shareholder return or directly reflect our stock price performance.

The allocation of compensation across each of the elements of our executive compensation program is based on the following considerations:

The need to provide a level of basic compensation (e.g., base salary and employee benefits) necessary to enable us to attract and retain high-quality executives, regardless of external business conditions;
The goal of providing a substantial number of compensation opportunities through performance- based, variable-compensation vehicles;
The goal of reflecting reasonable compensation practices of comparable financial institutions within the context of our performance achievements; and
The desire to align our executives' and our shareholders' interests through the use of equity-based compensation vehicles that are tied to our performance.

The Executive Compensation and Stock Incentive Committee does not, however, target a specific percentage of total compensation for base salary, cash bonuses, annual incentive compensation, long-term incentive compensation, benefits or perquisites under our executive compensation program.

Compensation Discussion and Analysis

The following table reflects the percentage of total compensation that each element of compensation represents, as set forth below in the section entitled "EXECUTIVE COMPENSATION - Summary Compensation Table," for each of the Named Executive Officers for 2019:

		Non-Equity		Change in Pension Value and
		Incentive Plan	Stock	Nonqualified Deferred	All Other
Name	Salary	Compensation	Awards	Compensation Earnings	Compensation	Total
James D. Rollins III	21%	30%	36%	9%	4%	100%
Chris A. Bagley	26%	28%	32%	10%	4%	100%
John G. Copeland	31%	35%	28%	1%	5%	100%
Charles J. Pignuolo	37%	27%	23%	8%	5%	100%
Jeffrey W. Jaggers	29%	21%	19%	27%	4%	100%

Executive Compensation Policy

The Company's Executive Compensation Policy sets forth the conditions under which we may recover excess incentive-based compensation paid or awarded to or received by any of our current or former executive officers. In the event we are required to prepare an accounting restatement of our financial statements as a result of our material noncompliance with any financial reporting requirement under applicable federal securities laws, we will recover from each former or current executive officer any excess incentive-based compensation paid or awarded to or received by such executive officer during the three-year period preceding the date of filing with the FDIC of the latest document containing materially noncompliant financial statements that are subject to the restatement. The amount of any such recovery will be equal to the amount of compensation that is in excess of the amount that would have been paid or awarded to such executive officer based on the restated financial statements.

Stock Ownership Guidelines

We have significant Stock Ownership Guidelines that generally require our directors, the Chief Executive Officer, and any executive officer that has been a Named Executive Officer during any of the prior three years to beneficially own a minimum number of shares of our common stock. The Stock Ownership Guidelines do not apply, however, to a Covered Participant after the effective date of his or her retirement or resignation from the Company. For more information, see the section above entitled "CORPORATE GOVERNANCE - Stock Ownership Guidelines."

Insider Trading Policy Restrictions

Our Insider Trading Policy prohibits directors, officers and other employees from engaging in short sales and from hedging the economic risk of ownership of any shares of our securities that they own.

Compensation Discussion and Analysis

Compensation Process

The Executive Compensation and Stock Incentive Committee reviews the compensation of the Chief Executive Officer and our other Named Executive Officers relative to the compensation paid to similarly situated executives at financial institutions that we determine to be peer companies. The committee does not benchmark the compensation of the Named Executive Officers to a certain percentage or range of compensation within our peer group but rather believes that the compensation paid to similarly situated executives should be a point of reference for measurement and not the determinative factor for our Named Executive Officers' compensation. Because this peer group analysis is just one of the analytical tools used in setting the compensation of our Named Executive Officers, the committee has discretion in determining the nature and extent of its use. In addition, given the limitations associated with comparative pay information for setting individual executive compensation, including the difficulty of assessing and comparing wealth accumulation through equity gains and post-employment amounts, the committee may elect to not use the peer group analysis at all in the course of making compensation decisions.

For 2019, the Executive Compensation and Stock Incentive Committee reviewed publicly available compensation information that is furnished to the public by reporting companies that were deemed to be in our peer group. The peer group generally consists of firms that, based on total assets, are between approximately 50% and 200% of our size and have no less than 75 branches. In determining the peer group, the Executive Compensation and Stock Incentive Committee's analysis included the following:

Evaluating the correlation between the executive compensation, which included the aggregate compensation of the three highest paid executives, and various performance metrics;
Selecting Book Value and Return on Average Assets as the performance metric methods for measuring executive compensation;
Each Named Executive Officer's position from both a "pay rank" perspective (e.g., highest paid, second-highest paid, third-highest paid, etc.) and a "position match" perspective (e.g., Chief Executive Officer for Mr. Rollins);
Base salary, annual cash incentive award, total cash compensation (base salary plus annual cash incentive award), long-term incentive opportunity and total direct compensation (base salary plus annual cash incentive award and long-term incentive opportunity), including peer average and median levels in each component of compensation;
Our percentile ranking versus the peer group for each pay element; and
For each position, the amount we provide to each Named Executive Officer above or below the peer group median.

In addition to this information, the Executive Compensation and Stock Incentive Committee considered the performance of our competitors and general economic and market conditions. In reviewing the 2019 compensation of our Named Executive Officers, the committee reviewed all components of their respective compensation, including base salary, cash bonus payments, annual non-equity incentive compensation and

Compensation Discussion and Analysis

long-term equity incentive compensation. In addition, the committee reviewed each Named Executive Officer's compensation history and comparative performance information.

The Executive Compensation and Stock Incentive Committee believes that the overall compensation for our Named Executive Officers is competitive with our peer group and is commensurate with the responsibilities assigned to their respective positions. The differences in the compensation paid to each of our Named Executive Officers in relation to one another is a reflection of differences in the level and scope of responsibility of their respective positions and the market's pattern of providing progressive award opportunities at higher levels. The 2019 peer group consisted of BOK Financial Corporation, Cullen/Frost Bankers, Inc., IBERIABANK Corporation, Hancock Whitney Corporation, Commerce Bancshares, Inc., TCF Financial Corporation, Pinnacle Financial Partners, Inc., Prosperity Bancshares, Inc., Bank OZK, UMB Financial Corporation, Fulton Financial Corporation, United Bankshares, Inc., Old National Bancorp, Simmons First National Corporation, Washington Federal Inc., Home BancShares, Inc., Trustmark Corporation, International Bancshares Corporation, CenterState Bank Corporation and Renasant Corporation.

Components of Compensation

In determining executive compensation, the Executive Compensation and Stock Incentive Committee focuses both on the mix of individual components that make up each executive's total compensation as well as the amount of total compensation itself. Each of the components of compensation is discussed in more detail below.

Base Salary

The Executive Compensation and Stock Incentive Committee views base salary as one element of overall compensation that is designed to reward competence in the executive role and not a principal means to provide incentive to our executive officers. Base salary is intended to provide a foundation element of compensation that is relatively secure and that reflects the skills and experience that an executive brings to us. We seek to pay base salaries that are competitive with those paid to executive officers in comparable positions at comparable financial institutions. Additionally, we believe base salary ranges should reflect the relative internal responsibilities of each executive's position, with an executive's salary within a salary range being based upon his or her individual performance.

For 2019, the Executive Compensation and Stock Incentive Committee endeavored to understand competitive pay and compensation opportunities for similarly situated executive officers of comparable financial institutions and to provide reasonably competitive compensation within the context of our achievements. The committee reviewed the base salaries of our executive officers based on the following considerations:

Our salary budget for the applicable fiscal year, which includes the salary of all our employees;
The executive officer's pattern of achievement with respect to the budget and business plan performance in his or her area(s) of responsibility and overall managerial effectiveness with respect to planning, personnel development, communications, regulatory compliance and similar matters;

Compensation Discussion and Analysis

Assessment of the competitiveness of the executive's salary as compared to competitive market data (using base salaries for comparable positions at comparable financial institutions as a reference, described above in the section entitled "- Compensation Process"); in its review of market data, the committee found that, while there were some variances of our executives' salaries from salaries for comparable positions, the variances were deemed appropriate and the salaries of our executives on the whole reasonably approximated the salaries at comparable financial institutions;
The current level of the executive officer's base salary in relation to market competitive salary levels;
Marketplace trends in salary increases (both geographical and by industry); and
Consideration of our overall performance and aggregate cost affordability, retention risks, fairness in view of our overall salary increases and the executive officer's potential for future contributions to the organization.

As a result of considering these factors, the Executive Compensation and Stock Incentive Committee increased the base salary of each of the Named Executive Officers for 2019 as set forth in the table below. For more information, see the section below entitled "EXECUTIVE COMPENSATION - Summary Compensation Table."

		Percent Increase from 2018
Name	2019 Base Salary	Base Salary
James D. Rollins III	$940,000	2.6%
Chris A. Bagley	$550,000	2.6%
John G. Copeland	$415,000	5.1%
Charles J. Pignuolo	$415,000	2.5%
Jeffrey W. Jaggers	$375,000	7.1%

In January 2020, the Executive Compensation and Stock Incentive Committee determined the base salary for the executive officers for 2020 based on the same methodology described above. As a result, the base salaries for the Named Executive Officers effective as of January 1, 2020 are as follows:

		Percent Increase from 2019
Name	2020 Base Salary	Base Salary
James D. Rollins III	$975,000	3.70%
Chris A. Bagley	$565,000	2.70%
John G. Copeland	$440,000	6.00%
Charles J. Pignuolo	$425,000	2.40%
Jeffrey W. Jaggers	$400,000	6.70%

Compensation Discussion and Analysis

Annual Non-Equity Incentive Compensation

Annual non-equity incentive compensation is a component of our executive compensation program designed to reward performance in executive roles. It is a variable, non-equity element that is based on the achievement of defined goals for a given fiscal year that are tied to our overall performance. This component of overall compensation furthers our objectives to provide compensation that differentiates pay on the basis of performance, provide compensation commensurate with our performance achievements and protect shareholder interests by requiring achievement of successful results as a condition to earning above-average compensation. We believe annual non-equity incentive compensation should reflect the competitive employment market and the relative internal responsibilities of each executive's position and should provide meaningful compensation opportunities in relation to our achievement of key annual performance goals. We believe such compensation opportunities motivate executives to achieve our established goals. The Executive Compensation and Stock Incentive Committee considers annual non-equity incentive awards for similarly situated executive officers of similarly-sized financial institutions within the context of the competitive market data described above in the section entitled "- Compensation Process." We provide annual non-equity incentive compensation opportunities to our executive officers, including our Named Executive Officers, under the Amended and Restated Executive Performance Incentive Plan.

Amended and Restated Executive Performance Incentive Plan. The Amended and Restated Executive Performance Incentive Plan provides for the payment of annual non-equityincentive awards and long-term equity-basedawards (issued through the Long-TermEquity Incentive Plan, discussed below) based upon the achievement of performance goals established by the Executive Compensation and Stock Incentive Committee. This plan is intended to increase shareholder value and our success by encouraging outstanding performance by our executive officers who are eligible to participate. In 2019, all of the executive officers participated in the Amended and Restated Executive Performance Incentive Plan. For awards made in 2017 or earlier, payments were intended to be "performance-basedcompensation" within the meaning of Section 162(m) of the Code. Beginning January 1, 2018, however, Section 162(m) of the Code no longer includes a carve out for "performance-basedcompensation." Effective January 1, 2020, our Board amended the plan to be consistent with the modified requirements of the Codes. See further discussion under the heading " - Internal Revenue Code Section 162(m)." The amount of the annual non-equityincentive awards may vary among participants from year to year.

The Executive Compensation and Stock Incentive Committee administers the Amended and Restated Executive Performance Incentive Plan. The committee may establish performance goals for awards granted under the plan based on any of the following business criteria:

Return on average equity or average assets;
Deposits and other funding sources;
Revenue, including interest income and/or non-interest income, and/or return on revenue;
Cash flow (operating, free cash flow return on equity, cash flow return on investment);
Earnings, before or after taxes, interest, depreciation and/or amortization;

Compensation Discussion and Analysis

Earnings per share;
Net interest margin;
Improvement in credit quality measures, including non-performing asset ratio, net charge-off ratio or reserve coverage of non-performing loans versus our peers;
Efficiency ratio;
Loan growth; and
Total shareholder return.

The Executive Compensation and Stock Incentive Committee may take into account multiple factors and may also select non-financial criteria and subjective performance metrics in setting performance goals for the awards. Awards are communicated by the committee in writing and must identify the amount of compensation payable under the award and the performance goals upon which the award is conditioned. The Executive Compensation and Stock Incentive Committee may modify an award to take into account material changes in circumstances or for other reasons that the Committee determines is appropriate.

Following the applicable performance period, the Executive Compensation and Stock Incentive Committee determines if the performance goals and conditions have been achieved. If these goals and conditions have been met, the committee will authorize payment of the amount earned under an award.

2019 Non-EquityIncentive Awards. Awards under the Amended and Restated Executive Performance Incentive Plan were made in 2019 to provide non-equity incentive award opportunities that were a percentage of each participant's base salary, subject to the achievement of the performance goals described below. The non-equity incentive award opportunities for 2019 for the Named Executive Officers were as follows:

Non-Equity Incentive Award Opportunity as a Percentage of Base Salary

Name	Target	Maximum

James D. Rollins III	100%	200%
Chris A. Bagley	75%	150%
John G. Copeland	75%	150%
Charles J. Pignuolo	50%	100%
Jeffrey W. Jaggers	50%	100%

Compensation Discussion and Analysis

The target and maximum award opportunities were based on each executive's role and scope of responsibility in the organization. The performance goals set forth below were established by the Executive Compensation and Stock Incentive Committee for the Named Executive Officers with respect to the enumerated performance criteria. Our performance in 2019 for each criterion is also set forth in the following table, based on our audited financial results for the year ended December 31, 2019:

Performance Goal			2019
Target	Calculation Factor	Performance
Total shareholder return	11.75%	2% per 1% above 8%	22.88%
Increase in earnings per share (operating)	10.75%	2% per 1% above 7%	12.59%
Increase in deposits	6.75%	1% per 1% above 3%	16.83%
Increase in loans	6.75%	1% per 1% above 3%	7.46%
Increase in fee income	6.50%	1% per 1% above 4%	4.19%
Efficiency ratio	65.00%	2% per 1% below 68.75%	64.90%
Return on average equity	11.00%	2% per 1% above 8.5%	10.79%
Classified assets/Equity and loan loss reserves	21.25%	2% per 1% below 25%	18.30%
Increase in dividends	7.50%	2% per 1% above 5%	14.52%

Based on our audited financial results for the year ended December 31, 2019, the following non-equity incentive payments were made to the Named Executive Officers in 2020:

Name	2019 Non-Equity	Non-Equity Incentive Award as a Percentage
Incentive Award	of Base Salary
James D. Rollins III	$1,391,320	148.0%
Chris A. Bagley	$610,552	111.0%
John G. Copeland	$460,690	111.0%
Charles J. Pignuolo	$307,126	74.0%
Jeffrey W. Jaggers	$277,524	74.0%

Long-Term Equity Incentive Compensation

Long-term incentive compensation is another important part of our executive compensation program and provides equity-based awards to reward performance in executive roles and more closely align the interests of our executives with those of our shareholders. It is a variable, equity element that provides an emphasis on long-term performance goals, common stock price performance, ongoing improvement and continuity of performance. The Executive Compensation and Stock Incentive Committee's approach has been to provide annual awards of long-term equity incentive compensation to our executives and other employees through grants of restricted stock and performance shares. Under the relevant shareholder-approved plan - the Long- Term Equity Incentive Plan - the committee may grant non-qualified stock options, incentive stock options, performance shares, restricted stock and restricted stock units. This plan prohibits option repricing without shareholder approval. We believe the level of long-term equity incentive compensation should reflect the competitive employment market and the relative internal responsibilities of each executive's position. The Executive Compensation and Stock Incentive Committee considers long-term incentive compensation for executive officers at comparable financial institutions within the context of the competitive market data described above in the section entitled "- Compensation Process."

Compensation Discussion and Analysis

The Executive Compensation and Stock Incentive Committee has the ability to use different types of long- term incentive awards for achieving our compensation objectives. For example, the committee may grant:

Restricted stock and restricted stock units as an incentive for continued service or to emphasize both our overall performance and executive retention; and
Performance shares as an incentive to improve our overall long-term performance.

In 2019, equity-based awards were granted to executive officers, including the Named Executive Officers, and other key employees in order to attract, motivate and retain key employees and enable those persons to participate in our long-term success. Under this component of compensation, we granted both restricted stock awards and performance shares to certain officers in 2019. In determining the total number of equity-based awards to be granted to recipients in 2019, the Executive Compensation and Stock Incentive Committee considered the number of shares available under the Long-Term Equity Incentive Plan but had no fixed formula for determining the total number of shares to be granted. In selecting the award recipients and determining the level of equity grants made in 2019, the committee considered a combination of the following:

Market competitive data;
Scope of responsibility of each officer;
Degree to which the business unit(s) influenced by each officer contributed to our profits;
Degree to which asset quality and other risk decisions were influenced by each officer's direction;
Number of awards currently held by each officer; and
Long-termmanagement potential of each officer.

No single factor was weighed more heavily than any other factor in determining the amount of equity grants.

Performance Shares

Performance shares granted under our Long-Term Equity Incentive Plan are long-term equity incentive awards denominated in shares of our common stock. The value of earned performance shares is determined by the market value of our common stock. The number of shares earned is based on the achievement of goals related to our overall financial and operating performance as determined by the Executive Compensation and Stock Incentive Committee. The award cycle for performance shares is three years and is comprised of a two- year performance period followed by a one-year retention period. The "performance period" is set at two years to reflect a realistic time period for establishing credible performance goals in the current economic environment for the financial services industry and the "retention period" is set at one year to enhance the retentive power of the performance share awards (three years overall) and so that the impact of stock price performance reflects a longer period. During the retention period, the holders of performance shares generally are not entitled to receive dividends or exercise voting rights with respect to these shares. The award cycle for

Compensation Discussion and Analysis

long-term incentive compensation is structured so that a new three-year award cycle will begin every year that performance shares are granted. The performance shares granted are based on performance in the prior year.

The performance shares granted in 2018 were subject to the following performance goals for the 2018 through 2019 performance period:

Performance Goal	Threshold	Target	Maximum	Actual Performance
2-Year Compounded Operating EPS Growth	8%	10%	11%	13.20%
2-Year Average Return on Assets	0.96%	1.20%	1.32%	1.31%

Our actual performance for these performance goals was based on our audited financial results for the two years ended December 31, 2018 and December 31, 2019. With respect to the performance shares that were granted in 2018, the Executive Compensation and Stock Incentive Committee determined in 2020 the number of performance shares actually earned from the applicable matrix based on our actual performance, with straight-line interpolation used for performance between goal levels. The committee determined the performance shares were earned at the 197% level. Accordingly, the following performance shares granted in

2018 have been earned, subject to continued service during the retention period through December 31, 2020:

		Number of Performance
Name		Shares Earned
James D. Rollins III		31,924
Chris A. Bagley		14,775
John G. Copeland		4,334
Charles J. Pignuolo		5,516
Jeffrey W. Jaggers		3,940

In January 2019, the Executive Compensation and Stock Incentive Committee granted the following number of performance shares to the Named Executive Officers, subject to the achievement of enumerated performance goals during the 2019 through 2020 performance period and continued service during the retention period:

Name	Threshold	Target	Maximum Amount
James D. Rollins III	2,463	19,547	39,094
Chris A. Bagley	1,017	8,073	16,146
John G. Copeland	544	4,315	8,630
Charles J. Pignuolo	384	3,046	6,092
Jeffrey W. Jaggers	376	2,982	5,964

The Executive Compensation and Stock Incentive Committee established the following performance goals for the 2019 through 2020 performance period with respect to the performance shares granted in 2019:

Performance Goal		Threshold Amount	Target Amount	Maximum Amount
2-Year Compounded Operating EPS Growth		8%	10%	11%
2-Year Average Return on Assets	0.96%	1.20%	1.32%

Subject to continued service during the retention period, performance shares are earned if at least threshold performance is achieved with respect to one of the two performance measures. The number of performance shares actually earned is then determined from a matrix based on the actual performance achieved with respect to each measure.

Compensation Discussion and Analysis

In January 2020, the Executive Compensation and Stock Incentive Committee granted, to the Named Executive Officers the following number of performance shares, subject to the achievement of enumerated performance goals during the 2020 through 2021 performance period and continued service during the retention period:

Name	Threshold Amount	Target Amount	Maximum Amount
James D. Rollins III	2,897	15,330	30,660
Chris A. Bagley	1,455	7,699	15,398
John G. Copeland	654	3,459	6,918
Charles J. Pignuolo	547	2,896	5,792
Jeffrey W. Jaggers	515	2,725	5,450

The Executive Compensation and Stock Incentive Committee established the following performance goals for the 2020 through 2021 performance period with respect to the performance shares granted in 2020:

Performance Goal	Threshold Amount	Target Amount	Maximum Amount
2-Year Compounded Operating EPS Growth	8%	10%	11%
2-Year Average Return on Assets	0.96%	1.20%	1.32%

Stock Options. The Executive Compensation and Stock Incentive Committee did not grant stock options to our executives in 2019. No stock options remain outstanding under the Long-Term Equity Incentive Plan.

Restricted Stock. Restricted stock granted under the Long-Term Equity Incentive Plan is subject to forfeiture if the Named Executive Officer terminates employment before a stated vesting date. The holder is entitled to receive dividends and exercise voting rights prior to the vesting date. The time-vesting of our restricted stock generally vests on a cliff basis of five (5) years. The holder is entitled to receive dividends and exercise voting rights prior to the vesting date. The restricted stock granted is based on performance in the prior year.

In 2014, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to the Named Executive Officers, all of which vested on May 15, 2019, except as set forth noted below:

Name	Shares of Restricted Stock
James D. Rollins III	22,950
Chris A. Bagley (1)	75,000
John G. Copeland	-
Charles J. Pignuolo	35,000
Jeffrey W. Jaggers	2,000

The award to Mr. Bagley vested with respect to 40,000 shares on February 1, 2015; and 35,000 additional shares vested on February 1, 2018.

In 2015, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to Named Executive Officers, all of which vest on May 15, 2020:

Name	Shares of Restricted Stock
James D. Rollins III	33,050
Chris A. Bagley	12,000
John G. Copeland	-
Charles J. Pignuolo	-
Jeffrey W. Jaggers	2,544

Compensation Discussion and Analysis

In 2016, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to the Named Executive Officers, all of which vest on May 15, 2021, except as set forth below:

Name	Shares of Restricted Stock
James D. Rollins III	36,665
Chris A. Bagley	13,500
John G. Copeland	-
Charles J. Pignuolo	10,000
Jeffrey W. Jaggers(1)	27,519

The award to Mr. Jaggers will vest with respect to 2,519 shares on May 15, 2021; and an additional 25,000 shares will vest on May 15, 2023.

In 2017, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to the Named Executive Officers, all of which vest on May 15, 2022, except as set forth below:

Name	Shares of Restricted Stock
James D. Rollins III	40,337
Chris A. Bagley	17,000
John G. Copeland(1)	15,000
Charles J. Pignuolo	9,000
Jeffrey W. Jaggers	2,467

(1) Mr. Copeland was granted 15,000 shares of restricted stock which will vest on May 15, 2021.

In 2018, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to the Named Executive Officers, all of which vest on May 15, 2023:

Name	Shares of Restricted Stock
James D. Rollins III	32,902
Chris A. Bagley	15,000
John G. Copeland	4,400
Charles J. Pignuolo	5,600
Jeffrey W. Jaggers	4,000

In 2019, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to the Named Executive Officers, all of which vest on May 15, 2024:

Name	Shares of Restricted Stock
James D. Rollins III	39,095
Chris A. Bagley	16,147
John G. Copeland	8,630
Charles J. Pignuolo	6,092
Jeffrey W. Jaggers	5,963

In 2020, the Executive Compensation and Stock Incentive Committee granted the following number of shares of restricted stock to the Named Executive Officers, all of which vest on May 15, 2025:

Name	Shares of Restricted Stock
James D. Rollins III	30,661
Chris A. Bagley	15,398
John G. Copeland	6,918
Charles J. Pignuolo	5,791
Jeffrey W. Jaggers	5,451

Compensation Discussion and Analysis

Executive Benefits

We provide our executive officers with benefits in amounts that we believe are reasonable, competitive and consistent with our executive compensation program. We believe such benefits help us to attract, motivate and retain executive officers of the caliber we believe necessary to remain competitive. We offer group life, disability, medical, dental and vision insurance to all of our employees, including our Named Executive Officers. We also maintain retirement benefit programs that are discussed in detail below in the section entitled "- Retirement Benefits." In addition, we maintain bank-owned life insurance that can be used for funding supplemental benefits to certain executive officers.

Perquisites

We provide our executive officers with perquisites in amounts that we believe help us attract and retain highly-qualified leaders. For certain executives, including the Named Executive Officers, we provide a company automobile and a cell phone allowance. In addition, we own and operate corporate aircraft to facilitate the business travel of our executive officers (including the Named Executive Officers) and the attendance of Board members at Board and Committee meetings. Executives other than Messrs. Rollins and Bagley are generally not entitled to use our aircraft for personal travel except for limited circumstances described in the Company's Corporate Aircraft Policy.

Internal Revenue Code Section 162(m)

Section 162(m) of the Code generally limits the corporate tax deduction for compensation in excess of $1 million that is paid to our Named Executive Officers. Prior to January 1, 2018, "performance-based compensation" as defined in Section 162(m) was fully deductible without regard to the $1 million limit for "performance based" compensation. Compensation awards made under the Amended and Restated Executive Performance Incentive Plan and certain equity awards under the Long-Term Equity Incentive Plan were intended to be "performance-based" and qualify for this exception to the $1 million deductibility limit. However, beginning January 1, 2018, this exception for performance-based compensation has been eliminated by the 2017 Tax Cut and Jobs Act.

In 2019, a portion of the compensation that is payable to our Named Executive Officers exceeded the $1 million limitation under Section 162(m) and, therefore, is not tax-deductible. We nonetheless continue to condition payments under many of our executive compensation arrangements on achievement of performance goals under the Amended and Restated Executive Performance Incentive Plan.

Employment, Change in Control and Consulting Agreements

Employment Agreements

We have no written employment agreements with any of our Named Executive Officers.

Change in Control Agreements

We have entered into a Change in Control Agreement with certain of our executives, that provides certain benefits in the event that we experience a change in control and the executive's employment is terminated

Compensation Discussion and Analysis

within 24 months. This is limited to an involuntary termination by the surviving entity without "cause" (includes conviction of a felony or crime moral turpitude, acts of dishonesty or material inattention of duties), or resignation by the executive for "good reason" (includes diminished duties, reduction in compensation, involuntary relocation or a material breach of employment policies).

The cash amount payable is a multiple of each Named Executive Officer's respective annual base compensation and the maximum annual cash incentive award. The multiple to determine the cash amount payable is as follows: Mr. Rollins, 300%, Mr. Bagley, 250%, and for Messrs. Copeland, Pignuolo, and Jaggers, 200% of such amounts. In addition, each Named Executive Officer will receive continued participation in our health and welfare benefit plans and fringe benefit programs for a certain period following termination of employment. For Messrs. Rollins, Bagley and Pignuolo, participation is continued for 36 months, and for Messrs. Copeland and Jaggers, 24 months. If continued participation is not available under such benefit plans and programs, a cash payment equal to the value of participation will be made to the Named Executive Officer. Upon a change in control, each Named Executive Officer will become fully vested in stock incentive awards.

Each agreement includes a "double trigger" (i.e., requiring both a change in control and termination of the executive's employment) so that the executive will only receive additional benefits if a change in control also has an adverse impact on the executive. The surviving entity is not required to provide such benefits if it desires to maintain the services of the executive.

The Named Executive Officers are not entitled to tax "gross-up" or similar payments on any amounts received under the Change in Control Agreements to account for excise taxes on "parachute payments" that are defined in Sections 280G and 4999 of the Code. Compensatory payments and benefits to be received on a change in control may be reduced in the event that the aggregate change in control payments to any Named Executive Officer would result in an excess payment, which is 300% or more of average annual compensation. The reduction would be applied to limit payments to one dollar below this amount. This reduction preserves the tax deduction for the surviving entity under Section 280G of the Code and avoids the imposition of a 20% excise on the Named Executive Officer under Section 4999 of the Code. This reduction does not apply, however, in the event that the aggregate payments due on the change in control, net of the 20% excise tax under Section 4999 of the Code, would be greater than the aggregate payments received after applying the reduction.

The terms of the Change in Control Agreements for Messrs. Rollins, Bagley, and Copeland include certain restrictive covenants. Under these covenants, Messrs. Rollins, Bagley, and Copeland may not at any time divulge confidential information about us or our affiliates and, for during the term of employment and a period of two years following termination of employment (except in the case of a resignation for good reason), operate, own, be employed by or consult with any competing business, or directly or indirectly solicit customers or employees of BancorpSouth or any of its affiliates.

For more information about the amounts payable to the Named Executive Officers under the Change in Control Agreements, see the section below entitled "EXECUTIVE COMPENSATION - Potential Payments Upon Termination or Change-in-Control."

Retirement Benefits

We maintain certain compensatory arrangements as part of our executive compensation program that are intended to provide payments to certain of our employees, including the Named Executive Officers, upon their

Compensation Discussion and Analysis

resignation or retirement. These include our 401(k) Profit-Sharing Plan, a defined benefit plan referred to as our Retirement Plan, supplemental defined benefit plan referred to as our Restoration Plan and our Supplemental Executive Retirement Plan and a contributory deferred compensation arrangement referred to as our Deferred Compensation Plan. The purpose of these plans is to provide competitive retirement benefits that enable us to attract and retain talented leaders who will exert considerable influence on our direction and success.

All of our employees who have attained the age of 18 are enrolled in our 401(k) Profit-Sharing Plan after 30 days of employment, unless they opt out of participation, at a contribution rate of 3% of eligible compensation. This is increased annually by 1% to a maximum of 6% of compensation. Alternatively, each participant can elect to contribute any amount up to 75% of their compensation, not to exceed $19,000 for 2019. Employees over the age of 50 may also contribute "catch-up" contribution up to $6,000. The plan has a safe harbor matching contribution design under IRS rules that provide a dollar for dollar match on elective contributions up to the first 5% of eligible compensation. "Catch-up" contributions are not matched. The maximum contributions from all sources is $56,000 for 2019.

All of our employees who have attained the age of 18 are eligible to participate in our Retirement Plan after completing one year of service. The Retirement Plan is non-contributory. Eligible employees accrue benefits that are based on a cash balance formula that is based on a percentage of annual compensation and a credit for earnings on accumulated accruals. For eligible employees who were hired prior to January 1, 2006, benefits were accrued through December 31, 2016 under a formula that included final average compensation and length of service. For 2019, the maximum annual annuity benefit that can be accrued under the Code with respect to the Retirement Plan is $225,000. The maximum amount of annual compensation that can be considered is $280,000.

The Restoration Plan is a non-qualified,non-contributory, unfunded defined benefit plan that is maintained for certain eligible officers. Benefits under the Restoration Plan are based on the same formulae as those in the Retirement Plan, but only with respect to eligible compensation and benefit accruals which exceed the accrual and compensation limits that apply to the Retirement Plan under the Code.

The Supplemental Executive Retirement Plan is a non-qualified,non-contributory, unfunded defined benefit plan that is maintained for select key employees. Benefits under the Supplemental Executive Retirement Plan are based primarily on final average compensation. This arrangement supplements the benefits under the Retirement Plan and the Restoration Plan.

We also maintain the Deferred Compensation Plan to allow select members of senior management to defer a portion of their cash compensation. Amounts that are deferred are credited with a market interest rate and are paid out upon retirement or termination of employment.

All of our Named Executive Officers participate in the Retirement Plan and the Restoration Plan and accrued benefits in 2019 that are based on a cash balance formula. Each of the Named Executive Officers were eligible in 2019 for normal or early retirement pursuant to the 401(k) Profit-Sharing Plan, the Retirement Plan, the Restoration Plan, and the Supplemental Executive Retirement Plan, with the exception that Mr. Copeland is not eligible for the Supplemental Executive Retirement Plan. None of our Named Executive Officers participate in the Deferred Compensation Plan. The amounts each Named Executive Officer would have received under these plans if they had retired on December 31, 2019 are provided below in the section entitled "EXECUTIVE COMPENSATION - Potential Payments Upon Termination or Change-in-Control."

Compensation Discussion and Analysis

Life Insurance Plans

BancorpSouth Bank maintains a Split Dollar Life Insurance Plan that provides death benefits to our Named Executive Officers, with the exception of Mr. Copeland. The death benefit is an amount up to 250% of the participant's total compensation, subject to certain limitations and a maximum death benefit of $2.5 million. BancorpSouth Bank is the sole owner of the corresponding life insurance policies and pays the premiums due on the policies. The Split Dollar Life Insurance Plan provides that a participant's beneficiary will be entitled to certain death benefits if the participant's death occurs:

Before separation from service;
Within 24 months following a change in control (as defined in the Split Dollar Life Insurance Plan);
After attainment of age 55 and completion of five years of participation; or
Following separation from service due to disability or resignation for good reason (as defined in the Split Dollar Life Insurance Plan).

All proceeds in excess of the death benefits received by the participant's beneficiary are retained by BancorpSouth Bank to offset the cost of providing the benefit. Mr. Copeland participates in our group term life insurance plan.

Risk Management Considerations

The Executive Compensation and Stock Incentive Committee reviews the risks and rewards associated with our compensation program. The Executive Compensation and Stock Incentive Committee designs our compensation program with features that mitigate risk without diminishing the incentive nature of the compensation. The committee believes that our compensation program encourages and rewards prudent business judgment and appropriate risk-taking over the long term. As discussed above in the section entitled "- Executive Summary", we believe our incentive compensation plans and policies include terms designed to mitigate any potential material risks created by the performance-based metrics used in the incentive compensation plans. In addition, as discussed above in the section entitled "- Compensation Policy," we have an Executive Compensation Policy, which sets forth the conditions under which we may recover excess incentive-based compensation paid or awarded to or received by any of our current or former executive officers. The Chairman of the Risk Management Committee meets at least annually with either the Executive Compensation and Stock Incentive Committee or its Chairman.

Together, the features of our executive compensation program are intended to:

Ensure that our compensation opportunities do not encourage excessive risk taking; and
Focus our executive officers on managing BancorpSouth towards creating long-term, sustainable value for our shareholders.

Compensation Committee Interlocks and Insider Participation

The Executive Compensation and Stock Incentive Committee is comprised of Messrs. Campbell (Chair), Brown and Stanton and Ms. Cannon.

None of the members of the Executive Compensation and Stock Incentive Committee has at any time been one of our officers or employees. Members of the committee may, from time to time, have banking relationships in the ordinary course of business with BancorpSouth, as described below in the section entitled "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." Except as described in that section and in the section above entitled "- Director Independence," Messrs. Campbell (Chair), Brown and Stanton and Ms. Cannon had no other relationship during 2019 requiring disclosure by us.

During 2019, none of our executive officers served as a member of another entity's compensation committee, one of whose executive officers served on our Executive Compensation and Stock Incentive Committee or on our Board of Directors, and none of our executive officers served as a director of another entity, one of whose executive officers served on our Executive Compensation and Stock Incentive Committee.

Executive Compensation and Stock Incentive Committee Report

The Executive Compensation and Stock Incentive Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Executive Compensation and Stock Incentive Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in BancorpSouth's Annual Report on Form 10-K for the year ended December 31, 2019.

Executive Compensation and Stock Incentive Committee:

James E. Campbell III (Chair)

Shannon A. Brown

Deborah M. Cannon

Thomas R. Stanton

Executive Compensation

Summary Compensation Table

The following table sets forth certain information concerning compensation paid or accrued by us for the last three years with respect to each of our "Named Executive Officers" - the Chief Executive Officer, the Chief Financial Officer, our three other most highly compensated executive officers who were serving as executive officers at December 31, 2019 and whose total compensation for 2019 exceeded $100,000:

							Change in Pension
							Value and
							Nonqualified
				Non-Equity			Deferred
				Incentive Plan			Compensation	All Other
				Compensation		Stock Awards	Earnings	Compensation
Name and Principal Position	Year	Salary	Bonus	(1)		(2)	(3)	(4)		Total
James D. Rollins III	2019	$940,000	-	$1,391,320		$1,673,643	$403,190	$179,702		$4,587,855
Chairman and Chief	2018	916,000	-	922,684		1,726,111	85,535	147,884		3,798,214
Executive Officer	2017	885,000	-	738,060		1,845,283	111,183	156,752		3,736,278

Chris A. Bagley	2019	$550,000	-	$610,552	$691,239	$209,677	$90,997	$2,152,465
President and Chief Operating	2018	536,000	-	404,933		790,875	-	80,065		1,811,873
Officer	2017	525,000	-	328,374		781,575	191,012	78,411		1,904,372

John G. Copeland	2019	$415,000	-	$460,690		$369,450	$15,817	$62,304	$1,323,261
Senior Executive Vice President,	2018	395,000	-	198,941		231,990	12,204	54,740		892,875
Treasurer and Chief Financial	2017	221,540	$25,000	93,821		447,750	0	19,189		807,300
Officer

Charles J. Pignuolo	2019	$415,000	-	$307,126		$260,799	$90,010	$60,956		$1,133,891
Senior Executive Vice President and	2018	405,000	-	203,978		295,260	26,572	60,098		990,908
General Counsel	2017	395,000	-	164,708		413,775	52,645	52,229		1,078,357

Jeffrey W. Jaggers (5)	2019	$375,000	-	$277,524		$255,290	$347,611	$58,081		$1,313,506
Senior Executive Vice President and		-	-	-		-	-	-		-
Chief Information Officer		-	-	-		-	-	-		-

The amounts shown reflect annual non-equity awards earned under the Amended and Restated Executive Performance Incentive Plan.
The amount shown in the Stock Awards column represents the grant date fair value of equity awards granted to our Named Executive Officers in the fiscal year shown. For more information about the restricted stock and performance shares, see the sections above entitled "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Long-Term Incentive Compensation - Restricted Stock" and "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Long-Term Incentive Compensation - Performance Shares," respectively, and refer to Note 15, "Stock Incentive and Stock Option Plans," to the consolidated audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and footnote (4) to this table setting forth "Dividends on Unvested Restricted Stock."
The key assumptions used to determine the pension values are described below in the section entitled "- Pension Benefits - Assumptions Used to Calculate Pension Values."

Executive Compensation

Details of the amounts reported as All Other Compensation for 2019 are as follows:

				Imputed	Personal	Dividends on
				Income for	use of	Unvested
	401(k)	Company	Cell Phone	Life Insurance	Corporate	Restricted
Name	Contribution	Automobile	Allowance	Benefit*	Aircraft**	Stock	Total
James D. Rollins III	$14,000	$18,531	$1,560	$3,625	$14,305	$127,681	$179,702
Chris A. Bagley	14,000	15,924	1,560	2,679	8,394	48,440	90,997
John G. Copeland	14,000	20,348	1,560	8,382	-	18,014	62,304
Charles J. Pignuolo	14,000	10,567	1,560	2,634	-	32,195	60,956
Jeffrey W. Jaggers	14,000	12,068	1,560	1,254	-	29,199	58,081

Reflects the amount of imputed income with respect to participation in BancorpSouth's life insurance plans. For more information about these plans, see the section above entitled "COMPENSATION DISCUSSION AND ANALYSIS-Life Insurance Plan."

We report the use of corporate aircraft by the Named Executive Officers as a perquisite or other personal benefit only if it is not "integrally and directly related" to the performance of the executive's duties. While we maintain aircraft, the Named Executive Officers other than Messrs. Rollins and Bagley are generally not entitled to use our aircraft for personal travel except for limited circumstances described in the Company's corporate aircraft policy. We must report such use as compensation in an amount equal to our aggregate incremental cost. We estimate our aggregate incremental cost to be equal to the average operating cost per hour for the year (which includes items such as fuel, maintenance, landing fees, additional crew expenses and other expenses incurred based on the number of hours flown per year) multiplied by the number of hours for each flight. The amount reported for Mr. Rollins represents the total flight hours attributable to his personal use of our corporate aircraft multiplied by our incremental cost rate for 2019 of $1,111 per hour, plus an additional $1,751 in crew expenses attributable to his personal use. The amount reported for Mr. Bagley represents the total flight hours attributable to his personal use of our corporate aircraft multiplied by our incremental cost rate for 2019 of $1,111 per hour, plus an additional $950 in crew expenses attributable to his personal use.

Mr. Jaggers became a Named Executive Officer in 2019.

Change in Pension Value and Nonqualified Deferred Compensation Earnings

The change in each executive's pension value that is reported in the Summary Compensation Table is the change in our obligation to provide pension benefits (at a future retirement date) from the beginning of the fiscal year to the end of the fiscal year. The obligation is the value of a benefit, as of December 31 of each respective year, that will be paid at the executive's normal retirement date (age 65) based on the benefit formula and the executive's current pay and service.

Change in pension values may be a result of various sources such as:

Service accruals. As the executive earns an additional year of service, the present value of the liability increases because the executive has earned one year more service than he had at the prior measurement date.
Compensation increases/decreases. Changes in compensation do not result in a change in pension values. Since 2017, the accrual rate has been based on a "cash balance" formula where changes in compensation do not affect accrued benefits. Average compensation under the final average pay formula was frozen in 2016.
Aging. The change in pension values shown in the Summary Compensation Table are present values of retirement benefits that will be paid in the future. Generally, as the executive approaches retirement age, the present value of the liability increases because the executive is one year closer to retirement.

Executive Compensation

Changes in assumptions. The change in pension values shown in the Summary Compensation Table is the present value of the increase in pension benefits during the applicable year. A discount rate and mortality table are used to calculate these values. The discount rates under the Retirement Plan, the Restoration Plan and the Supplemental Executive Retirement Plan decreased since the prior year, causing an increase on the present value of benefits in the current year. The mortality tables were updated to reflect mortality improvements, which decreased the present value of benefits for participants whose benefits are calculated under the final average pay formula.

The pension benefits and assumptions used to calculate these values are described in more detail in the section below entitled "-Pension Benefits."

Realized Compensation and Compensation at Risk

The discussion, tables and charts below reflect "realized compensation" earned by the Named Executive Officers for 2019. This information augments, but is not a substitution for, the disclosure required in the sections titled "EXECUTIVE COMPENSATION," "COMPENSATION DISCUSSION AND ANALYSIS" and in the Summary Compensation Table included in this Proxy Statement, and this disclosure may differ from the disclosure in these other sections of this Proxy Statement.

Realized Compensation for 2019

The calculation of total compensation, as shown in the Summary Compensation Table, includes several items that are calculated using accounting and actuarial assumptions, which are not necessarily reflective of compensation realized by the Named Executive Officers. To supplement the disclosure above, we have included the following additional table, which shows compensation realized in 2019 by each Named Executive Officer ("Total Realized Compensation").

Name and Principal Position	Total Realized Compensation (1)
James D. Rollins III	$3,722,548
Chairman and Chief Executive Officer

Chris A. Bagley	$1,859,236
President and Chief Operating Officer

John G. Copeland	$1,189,594
Senior Executive Vice President, Treasurer and Chief Financial Officer

Charles J. Pignuolo	$984,908
Senior Executive Vice President and General Counsel

Jeffrey W. Jaggers	$899,848
Senior Executive Vice President and Chief Information Officer

Total Realized Compensation represents the amount calculated and set forth in the "Total" column of the Summary Compensation Table, minus (a) the aggregate grant date fair value of equity awards (as reflected in the "Stock Awards" column of the Summary Compensation Table), (b) the year-over- year change in pension value and nonqualified deferred compensation earnings (as reflected in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table), and (c) the amount reflected in the "All Other Compensation" column of the Summary Compensation Table, plus (d) the aggregate grant date fair value of equity awards to our Named Executive Officers for their 2019 performance, and which is based on the closing sale price of our common stock of $30.25 as reported on the NYSE on January 22, 2020.

Executive Compensation

Realized Compensation at Risk

The following charts present the mix of compensation elements that make up the Total Realized Compensation for our Chief Executive Officer and our other Named Executive Officers (as an average) for 2019. These charts also present a break-down of compensation we consider performance-based compensation rather than compensation that is fixed in nature. As noted below, salary paid to the Chief Executive Officer and Named Executive Officers in 2019 is the only component of Total Realized Compensation that is treated as fixed for purposes of this presentation.

For purposes of these charts, Stock Incentive consists of restricted stock and performance shares granted pursuant to the Company's Long-Term Equity Incentive Plan on January 22, 2020 based on performance in 2019. These equity awards are treated as performance-based compensation for purposes of this presentation because they are based on the individual executive officer's and the Company's performance in the prior year, and are intended to reward for the Company's overall performance and the executive officer's contribution to the enhancement of shareholder value.

Executive Compensation

Grants of Plan-Based Awards

The following table sets forth certain information regarding plan-based awards granted to the Named Executive Officers during 2019:

			Estimated Future Payouts	Estimated Future Payouts
			Under Non-Equity Incentive	Under Equity Incentive
			Plan Awards(1)		Plan Awards(2)
				($)		(#)		All Other Stock
									Awards Number	Grant DateFair

Name									of Shares of	Value of Stock
Grant Date		Target		Maximum	Threshold	Target	Maximum	Stock or Units(3)	Awards(4)
James D. Rollins III	-		$940,000		$1,880,000	-	-	-	-	-
	1/23/2019		-		-	2,463	19,547	39,094	-	$557,871 (5)
	1/23/2019		-		-	-	-	-	39,095	$1,115,771

Chris A. Bagley	-		$412,500		$825,000	-	-	-	-	-
	1/23/2019		-		-	1,017	8,073	16,146	-	$230,403 (5)
	1/23/2019		-		-	-	-	-	16,147	$460,836

John G. Copeland	-	$311,250		$622,500	-	-	-	-	-
	1/23/2019		-		-	544	4,315	8,630	-	$123,150 (5)
	1/23/2019		-		-	-	-	-	8,630	$246,300

Charles J. Pignuolo	-		$207,500		$415,000	-	-	-	-	-
	1/23/2019		-		-	384	3,046	6,092	-	$86,933 (5)
	1/23/2019		-		-	-	-	-	6,092	$173,866


Jeffrey W. Jaggers	-		$187,500		$375,000	-	-	-	-	-
	1/23/2019		-		-	376	2,982	5,964	-	$85,106 (5)
	1/23/2019		-		-	-	-	-	5,963	$170,184

The estimated payouts shown reflect non-equity incentive plan awards granted under the Amended and Restated Executive Performance Incentive Plan, where receipt is contingent upon the achievement of certain performance goals. For more information about the awards, see the section above entitled "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Annual Incentive Compensation."
Reflects the number of performance shares granted under our Long-Term Equity Incentive Plan that will vest on January 1, 2022 upon the achievement of certain performance goals for the 2019 through 2020 "performance period" and continued service through the 2021 "retention period." For more information, see the section above entitled "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Long-Term Incentive Compensation - Performance Shares."
Reflects shares of restricted stock granted under the Long-Term Equity Incentive Plan, all of which vest on May 15, 2024.
Reflects the aggregate grant date fair value. Refer to Note 15, "Stock Incentive and Stock Option Plans," to the consolidated audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards.
With respect to performance shares granted under our Long-Term Equity Incentive Plan, the amounts shown assume that target performance goals are attained during the 2019 through 2020 "performance period" and service continues through the 2021 "retention period." For additional information, see the section above entitled "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Long-Term Incentive Compensation - Performance Shares."

Executive Compensation

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table provides certain information with respect to the Named Executive Officers regarding outstanding equity awards as of December 31, 2019:

							Equity Incentive Plan Awards:
						Equity Incentive Plan Awards:	Market or Payout Value of
	Number of Shares or Units		Market Value of Shares or Units		Number of Unearned Shares,	Unearned Shares, Units or
	of Stock That Have Not		of Stock Held that Have Not		Units or Other Rights That	Other Rights That Have Not
Name	Vested			Vested (1)		Have Not Vested (3)	Vested (1)
James D. Rollins III	182,049	(4)		$5,718,159		39,094	$1,227,943
	31,924	(2)		$1,002,733

Chris A. Bagley	73,647	(5)	$2,313,252	16,146	$507,146
	14,775 (2)		$464,083

John G. Copeland	28,030	(6)	$880,422	8,630	$271,068
	4,334 (2)		$136,131

Charles J. Pignuolo	30,692	(7)	$964,036	6,092	$191,350
	5,516	(2)		$173,258

Jeffrey W. Jaggers	42,493	(8)	$1,334,705	5,964	$187,329
	3,940	(2)		$123,755

Based upon the closing sale price of our common stock of $31.41 per share, as reported on the NYSE on December 31, 2019.
Reflects the aggregate actual number of performance shares earned by the named executive officer pursuant to performance share awards granted to the named executive officer in 2018 under the Long-Term Equity Incentive Plan (the "2018 Performance Shares"). The 2018 Performance Shares had a performance period that ended on December 31, 2019, and the performance metrics underlying such shares were achieved at 197% of the target level. The 2018 Performance Shares that were earned will become vested on December 31, 2020, conditioned on the continued service of the named executive officer. For more information about the awards, see the section above entitled "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Long-Term Incentive Compensation - Performance Shares."
Reflects the aggregate maximum number of performance shares that can be earned by the named executive officer pursuant to performance share awards granted to the named executive officer in 2019 under the Long-Term Equity Incentive Plan (the "2019 Performance Shares"). Because the performance metrics underlying the 2018 Performance Shares were achieved at 197% of the target level, the maximum number of 2019 Performance Shares that can be earned by the named executive officers are reflected in the table above. The 2019 Performance Shares have a performance period ending on December 31, 2020. Further, the 2019 Performance Shares will not vest until December 31, 2021, conditioned on the continued service of the named executive officer. For more information about the awards, see the section above entitled "COMPENSATION DISCUSSION AND ANALYSIS - Components of Compensation - Long-Term Incentive Compensation - Performance Shares."
Reflects shares of restricted stock granted under the Long-Term Equity Incentive Plan that vest on May 15, 2020; May 15, 2021; May 15, 2022; May 15, 2023; and May 15, 2024.
Reflects shares of restricted stock granted under the Long Term Equity Incentive Plan that vest on May 15, 2020; May 15, 2021; May 15, 2022; May 15, 2023; and May 15, 2024.
Reflects shares of restricted stock granted under the Long-Term Equity Incentive Plan that vest on May 15, 2021; May 15, 2023; and May 15, 2024.
Reflects shares of restricted stock granted under the Long-Term Equity Incentive Plan that vest on May 15, 2021; May 15, 2022; May 15, 2023; and May 15, 2024.
Reflects shares of restricted stock granted under the Long-Term Equity Incentive Plan that vest on May 15, 2020; May 15, 2021; May 15, 2022; May 15, 2023; and May 15, 2024.

Executive Compensation

Stock Vested

The following table shows the amounts received by the Named Executive Officers upon vesting of restricted stock or performance shares during 2019:

	Number of Shares	Value Realized on
Name	Acquired on Vesting	Vesting (5)
James D. Rollins III (1)	26,434	$749,967

Chris A. Bagley (2)	1,283	$33,538

John G. Copeland	--	--

Charles J. Pignuolo (3)	35,950	$1,029,683

Jeffrey W. Jaggers (4)	2,239	$63,667

Reflects 22,950 shares of restricted stock that vested on May 15,2019, as well as 3,484 performance shares that vested on January 1, 2019.
Reflects 1,283 performance shares that vested on January 1, 2019.
Reflects 35,00 shares of restricted stock that vested on May 15, 2019, as well as 950 performance shares that vested on January 1, 2019.
Reflects 2,000 shares of restricted stock that vested on May 15, 2019, as well as 239 performance shares that vested on January 1, 2019.
With respect to the vested performance shares, this column is based upon the closing sale price of our common stock of $26.14 per share, as reported on the NYSE on December 31, 2018. With respect to the vested restricted stock, this column is based upon the closing sale price of our common stock of $28.71 per share, as reported on the NYSE on May 15, 2019.

Pension Benefits

The following table provides information regarding the present value of the accumulated benefit to each of the Named Executive Officers based on the number of years of credited service under our defined benefit retirement plans as of December 31, 2019:

		Years of	Present Value
		Credited	of		Payments
		Service (through	Accumulated		During Last
Name	Plan Name	December 31, 2016	Benefit		Fiscal Year
James D. Rollins III	Retirement Plan	N/A	$47,552		$0
	Restoration Plan	N/A	221,146		0
	Supplemental Executive Retirement Plan	N/A	2,002,785		0

Chris A. Bagley	Retirement Plan	N/A	$32,883		$0
	Restoration Plan	N/A	71,662	0
	Supplemental Executive Retirement Plan	N/A	988,480	0

John G. Copeland	Retirement Plan	N/A	$14,139	$0
	Restoration Plan	N/A	13,882		0
	Supplemental Executive Retirement Plan	N/A	0		0
Charles J. Pignuolo	Retirement Plan	N/A	$35,339		$0
	Restoration Plan	N/A	40,016	0
	Supplemental Executive Retirement Plan	N/A	745,042	0
Jeffrey W. Jaggers	Retirement Plan	22 years	$722,436		$0
	Restoration Plan	22 years	451,330		0
	Supplemental Executive Retirement Plan	N/A	469,535		0

Executive Compensation

Retirement Plan

We maintain a tax-qualified,non-contributory, defined benefit retirement plan for our employees who have reached the age of 18 and have completed one year of service. Eligible employees accrue benefits in the Retirement Plan through a cash balance formula. Through December 31, 2016, the Retirement Plan also included a final average pay formula for employees who were hired prior to January 1, 2006. Beginning January 1, 2017, all benefits are accrued under the cash balance formula.

The key provisions of the Retirement Plan are as follows:

Monthly Benefit.Participants with a vested benefit will be eligible to receive retirement benefits, calculated using the following formula, each month for the rest of their lives beginning on their normal retirement date (i.e., the date they reach age 65):

Cash balance formula.The cash balance formula is based on the following:

Retirement benefit will be based on the value of a hypothetical account balance that is credited with 2.5% of pay for each year the participant works at least 1,000 hours; and
Interest credits will be added to the hypothetical account each year based on the yield of the six- month Treasury Bill as of the prior September, plus 1.5%.

Final average pay formula.This formula applies for employees hired prior to January 1, 2006, which was frozen effective December 31, 2016. Participants who were eligible for this formula will retain the value of accruals earned through 2016. Effective January 1, 2017, accruals are based on the cash balance formula. The final average pay formula is the sum of:

0.65% of the average compensation times years of service up to 35 years; plus
0.65% of the average compensation in excess of "covered compensation" (average of the Social Security wage base) times years of service up to 35 years.

Benefits are limited to the annual benefit limit set forth in Code Section 415, which was $225,000 per year in 2019 for an annuity form of payment.

Average compensation. Average compensation is the average of eligible pay earned over the period of five consecutive years that produces the highest average. This amount is subject to the annual compensation limit in Code Section 401(a)(17), which was $280,000 in 2019.
Integration with Social Security (covered compensation). As permitted by the Code, the final average pay formula provides higher benefit accruals for participants earning in excess of covered compensation (a 35-yearaverage of the taxable wage base) so their total retirement income (including Social Security benefits) as a percentage of compensation will be comparable to that of other employees. Integration with Social Security is not applied in the cash balance formula.

Executive Compensation

Vesting. Participants become vested after reaching three years of service.
Early retirement benefits. Participants who are at least age 55 and have at least ten years of service may elect to retire prior to their normal retirement date. The normal form of monthly benefit is a single life annuity that is actuarially equivalent to the cash balance account value payable as of the early retirement date. There is no reduction for early retirement under the cash balance formula. Under the final average pay formula, there is a reduction of 6.67% per year for each year the participant elects to retire and to begin receiving benefits prior to age 65, up to age 60, plus 3.33% per year for each year the participant elects to retire prior to age 60.
Death benefits. The participant's beneficiary will receive the value of the accrued benefit under the cash balance formula upon the death of the participant. Under the final average pay formula, the beneficiary will receive a life annuity equal to the greater of (1) 50% of the amount the participant would have received if he or she had survived and elected the qualified joint and 50% contingent option payable at the earliest date allowed under the plan or (2) an amount that can be provided by the present value of the participant's accrued benefit based on the final average pay formula plus the cash balance account value as of the participant's date of death.
Disability benefits. Disabled participants will receive their accrued benefit determined as of the date of disability.
Lump sum payments. Participants may elect to waive the annuity form of payment and receive a lump sum payment of the entire benefit accrued under the plan.

Restoration Plan

This plan provides a supplement to our Retirement Plan for amounts that exceed the statutory limits on qualified plans under the Code. As a result, the executives, officers and management employees designated to participate in this plan will have a similar total retirement income as a percentage of total compensation as our other employees. This plan applies to compensation earned in excess of the limitation of Section 401(a)(17) of the Code (i.e., $280,000 in 2019). It also provides benefits that would otherwise be reduced by the annual limitation on annuity payments under Section 415 of the Code (i.e., $225,000 in 2019). Benefits are calculated by applying the same benefit formulae that apply under the Retirement Plan to the compensation earned by the participant in excess of the compensation limit and in amounts that would exceed the limit on annual annuity payments. For this purpose, compensation is the same as defined in the Retirement Plan but excludes commissions and includes compensation that is deferred under the Deferred Compensation Plan. Benefits are forfeited if the participant terminates employment prior to earning three years of vesting service, if terminated for cause at any time, or the participant violates certain noncompete or confidentiality covenants. Benefits are paid out of our general assets and are not dependent on investment returns or interest earned. Benefits under the cash balance formula are paid as a lump sum within 90 days after separation from service. Benefits under the final average pay formula are paid in the form of an annuity at the later of age 55 or separation from service.

In general, the Restoration Plan is similar to the Retirement Plan, other than the required limits in the Retirement Plan that are discussed above. The benefit payable under the Restoration Plan is the difference

Executive Compensation

between the gross benefit calculated without the required Code limits and the amount of the benefit that is payable under the Retirement Plan.

Supplemental Executive Retirement Plan

We sponsor a non-qualified,non-contributory, unfunded defined benefit pension arrangement for select key employees. Benefits are paid out of our general assets and are not impacted by investment returns or interest earned. The key provisions of the Supplemental Executive Retirement Plan are as follows:

Monthly benefit. Eligible participants will receive 15% of average compensation, payable on the date of the participant's normal retirement date (age 65). The Executive Compensation and Stock Incentive Committee has the authority to provide additional benefits in an amount up to $1,000 per month for the maximum payment period.
Average compensation. Average compensation is the average of eligible pay earned over the period of 36 months beginning January 1, 2006 or later that produces the highest average. Earnings in this plan include compensation that is deferred under the Deferred Compensation Plan.
Eligibility. Participants are a select group of management or highly compensated employees who are designated by the Executive Compensation and Stock Incentive Committee to participate.
Early retirement benefits. Participants may elect to retire and commence payments as early as age 55. The monthly benefit is calculated in the same manner as the normal retirement benefit, but is reduced 5% for each year that the participant elects to retire prior to age 65.
Death, disability and change in control benefits. If a participant dies or becomes totally and permanently disabled prior to retirement, the participant's designated beneficiary will receive the early retirement benefit described above, but such an amount will not be less than one-halfof the normal retirement benefit (i.e., 7.5% of average monthly compensation). Upon termination of employment following a change in control, the participant will receive the full retirement benefit with no reduction for termination prior to age 65.
Form of benefit payment. All benefits will be paid in equal consecutive monthly installments over a period of ten years.
Forfeiture of benefits. Except in the event of death, disability or a change in control, benefits under the plan are forfeited by participants who terminate employment prior to age 55. Benefits are also forfeited if a participant violates noncompete or confidentiality covenants.

Compounding Effect of Compensation Increases

The Executive Compensation and Stock Incentive Committee is aware that compensation increases for executive officers can have the effect of enhancing benefits under certain types of pension plans. Through December 31, 2016, the Retirement Plan and the Restoration Plan provided benefits based on final average pay formula, as described above, which were affected by changes in compensation. However, effective January

Executive Compensation

1, 2017, benefits for the Retirement Plan and the Restoration Plan are calculated under a cash balance formula so that compensation increases do not tend to have a compounding effect on benefits. Willis Towers Watson, in its capacity as benefits consultant and pension actuary, provides us with relevant information so that the committee is able to consider the compounding effect of compensation adjustments under these programs.

Assumptions Used to Calculate Pension Values

Because the pension amounts shown in the Summary Compensation Table and the Pension Benefits Table are projections of future retirement benefits, numerous assumptions have been applied. In general, the assumptions should be the same as those used to calculate the pension liabilities in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715, "Compensation - Retirement Benefits," or FASB ASC Topic 715, on the measurement date, although SEC rules specify certain exceptions (as noted in the table below).

The changes in pension values shown in the Summary Compensation Table is the present value of the increase in pension benefits during the fiscal year and the impact of changing discounts and mortality tables used to calculate these values. The accumulated pension values shown in the Pension Benefits Table are based on the assumptions applied as of December 31, 2019.

The following key assumptions are used to determine the pension values:

Assumption	Basis for Assumption	December 31, 2019	December 31, 2018
Discount rate	Under SEC rules, discount rate used to measure	3.132% for the	4.331% for the
	pension liabilities under FASB ASC Topic 715.	Retirement Plan; 3.179%	Retirement Plan; 4.229%
		for the Restoration Plan;	for the Restoration Plan;
		2.773% for the	3.916% for the
		Supplemental Executive	Supplemental Executive
		Retirement Plan	Retirement Plan

Rate of future salary	Under SEC rules, no salary projection.
Increases
Cash Balance Interest
Crediting Rate
Retirement Plan
Restoration Plan
Normal Form of	Retirement Plan (1)
payment	Restoration Plan (2)
	Supplemental Executive Retirement Plan
Date of retirement	For Summary Compensation Table and Pension
	Benefits Table, use normal retirement age pursuant to
	SEC rules.
	For Potential Payments Upon Termination or Change-
	in-Control Tables, use the determination date.
Lump sum interest rate	For Summary Compensation Table and Pension
	Benefits Table, use same assumption to measure
	pension liabilities under FASB ASC Topic 715.
	For Potential Payments Upon Termination or Change-
	in-Control Tables, use interest rate defined by the plan
	for the upcoming plan year pursuant to §417(e) of the
	Code.

1.632%

Life annuity Life annuity

Ten-year certain annuity Age 65

Immediate (3)

Assumed equal to the discount rate used for the Retirement Plan.

Rates as specified at the time of payment by the Treasury under §417(e) of the Code.

2.831%

Life annuity Life annuity

Ten-year certain annuity Age 65

Immediate (3)

Assumed equal to the discount rate used for the Retirement Plan.

Rates as specified at the time of payment by the Treasury under §417(e) of the Code.

Executive Compensation

Assumption

Basis for Assumption

December 31, 2019

December 31, 2018

Post-retirement

For Summary Compensation Table and Pension

Pri-2012 Health

RP-2014 Health

mortality

Benefits Table, use same assumption to measure

Annuitants mortality

pension liabilities under FASB ASC Topic 715.

tables for males and

females projected

females adjusted

For Potential Payments Upon Termination or Change-

generationally using

backward to 2006 with

in-Control Tables, use Mortality Table pursuant to

Scale MP-2019

Scale MP-2014 and

§417(e) of the Code.

(Restoration Plan adds

projected generationally

white collar

using Scale MP-2018

adjustments)

(Restoration Plan adds

white collar adjustments)

For the Retirement Plan, information in the Summary Compensation Table and the Pension Benefits Table assumes the normal form of payment is a life annuity. For these tables, it is assumed that 5% of participants elect the normal form and 95% elect a lump sum payment. Results in the Potential Payments Upon Termination or Change-in-Control Tables show the lump sum value of the participant's accrued benefit as of December 31, 2019.
For the Restoration Plan, certain participants were allowed to make an election as of December 31, 2008 to receive the benefits accrued prior to January 1, 2004 as a lump sum payment or as a life annuity. For benefits accrued after December 31, 2003, it is assumed that participants elect the normal form for benefits. In the event that a lump sum payment was elected, results in the Potential Payments Upon Termination or Change-in- Control Tables show the lump sum value of the participant's accrued benefit as of December 31, 2003 plus an additional life annuity.
For the Retirement Plan and the Restoration Plan, participants may retire immediately under the early retirement provisions of each plan if they have reached age 55 and earned at least ten years of vesting service. Participants who retire prior to age 65 and do not meet early retirement eligibility requirements may elect an immediate annuity that is actuarially equivalent to their accrued benefit. Cash balance formula benefits are payable as a lump sum at any time after termination, with the option to elect an actuarially equivalent annuity. For the Supplemental Executive Retirement Plan, participants may retire immediately under the early retirement provisions of the plan if they have reached age 55. Participants who terminate employment prior to retirement eligibility will not be eligible for a benefit under the Supplemental Executive Retirement Plan.

Nonqualified Deferred Compensation

We maintain the Deferred Compensation Plan as a nonqualified contribution benefit arrangement for our executive officers. This plan permits eligible employees to elect to defer a portion of their compensation. We do not make a matching or other contribution under this plan. Each participant's account is credited with interest effective June 30 and December 31 of each calendar year. Interest is credited at the rate equal to the yield on the most recently-issued U.S. Treasury note with an original maturity of ten years or the most recently- issued U.S. Treasury note with an original maturity of one year, whichever is greater, as quoted in The Wall Street Journal for the last business day of the calendar year. Participant accounts are distributed following retirement or separation from service in installment payments over ten years, unless the participant timely elects a different form of payment. Generally, payments cannot commence until six months following separation from service. During 2019, none of the Named Executive Officers made a contribution to the Deferred Compensation Plan and none had a balance in the plan.

These programs supplement our tax-qualified 401(k) Profit-Sharing Plan, as the Code limits the amounts that can be accrued in a qualified plan for highly paid executives. Both programs are subject to the rules under Section 409A of the Code.

Potential Payments Upon Termination or Change-in-Control

The following tables show the amounts that each Named Executive Officer would have received assuming the Named Executive Officer resigned or retired, his employment was terminated, a change in control occurred, he died or became disabled effective December 31, 2019. Additional information regarding the payments described below is summarized above under "COMPENSATION DISCUSSION AND ANALYSIS - Employment Agreements and Change in Control Agreements" and under "-Pension Benefits."

Executive Compensation

Mr. Rollins

		Involuntary	Termination
		Termination	Related to Change		Death or
Executive Benefits and Payments upon Termination	Retirement	without Cause	in Control			Disability
Base Salary	$ 0	$0	$2,820,000 (1)		$0
Non-Equity Incentive Plan Compensation	0	0	5,640,000	(1)		1,391,320 (1)
Restricted Stock (unvested)	0	0	5,718,159	(2)		5,718,159 (2)
Performance Shares (unvested)	0	0	1,616,704	(3)		1,309,734 (3)
Insurance Benefits	0	0	61,580	(4)		2,500,000 (5)
Restoration Plan (6)	234,921	234,921	234,921			234,921
Supplemental Executive Retirement Plan (6)	204,074	204,074	255,093			204,074
Accrued Vacation	72,308	72,308	72,308			72,308
Perquisites	0	0	60,273 (7)		0

The amounts shown reflect the product of 300% of Mr. Rollins' base salary and maximum cash incentive under our Amended and Restated Executive Performance Incentive Plan pursuant to the terms of his Change in Control Agreement. The amount shown for retirement, death or disability reflects the terms of our Amended and Restated Executive Performance Incentive Plan.
The amount shown reflects the market value of 182,049 shares of restricted stock that would have vested pursuant to the terms of Mr. Rollins' restricted stock award agreements.
The amount shown reflects the market value of 41,698 shares that would have been earned and vested under Mr. Rollins' performance share award agreement, except that 51,471 shares would have become vested on a change in control.
The amount shown reflects the value for participation in our health and welfare benefit plans for a 36-month period following a change in control in accordance with the terms of Mr. Rollins' Change in Control Agreement.
The amount shown reflects the proceeds due under our split dollar life insurance program. There is no disability benefit under this program.
The amounts shown reflect the present value of benefits accrued that would be payable.
The amount shown is equal to 300% of the value of perquisites provided to Mr. Rollins under his Change in Control Agreement.

Mr. Bagley

		Involuntary	Termination		Death or
		Termination	Related to Change
Executive Benefits and Payments upon Termination	Retirement	without Cause	in Control			Disability
Base Salary	$0	$0	$1,375,000 (1)		$0
Non-Equity Incentive Plan Compensation	0	0	2,062,500	(1)		610,552 (1)
Restricted Stock (unvested)	0	0	2,313,252	(2)		2,313,252 (2)
Performance Shares (unvested)	0	0	717,656	(3)		590,885 (3)
Insurance Benefits	0	0	58,728	(4)		2,500,000 (5)
Restoration Plan (6)	78,363	78,363	78,363		78,363
Supplemental Executive Retirement Plan (6)	92,876	92,876	132,679		92,876
Accrued Vacation	42,308	42,308	42,308			42,308
Perquisites	0	0	52,452	(7)		0

The amounts shown reflect the product of 250% of Mr. Bagley's base salary and maximum cash incentive under our Amended and Re stated Executive Performance Incentive Plan pursuant to the terms of his Change in Control Agreement. The amount shown for retirement, death or disability reflects the terms of our Amended and Restated Executive Performance Incentive Plan.
The amounts shown reflect the market value of 73,647 shares of restricted stock that would have vested pursuant to the terms of Mr. Bagley's restricted stock award agreement.
The amount shown reflects the market value of 18,812 shares that would have been earned and vested under Mr. Bagley's performance share awards that would have vested pursuant to the terms of his performance award agreement, except that 22,848 shares would have become vested on a change in control.
The amount shown reflects the value for participation in our health and welfare benefit plans for a 36-month period in accordance with the terms of Mr. Bagley's Change in Control Agreement.
The amount shown reflects the proceeds due under our split dollar life insurance program. There is no disability benefit under this program.
The amounts shown reflect the present value of benefits accrued that would be payable.
The amount shown is equal to 300% of the value of perquisites provided to Mr. Bagley under his Change in Control Agreement.

Executive Compensation

Mr. Copeland

		Involuntary	Termination
		Termination	Related to Change	Death or
Executive Benefits and Payments upon Termination	Retirement	without Cause	in Control	Disability
Base Salary	$0	$0	$830,000 (1)	$0
Non-Equity Incentive Plan Compensation	0	0	1,245,000	(1)	460,690
Restricted Stock (unvested)	0	0	880,422	(2)	880,422 (2)
Performance Shares (unvested)(3)	0	0	271,665		203,914
Insurance Benefits	0	0	50,568	(4)	600,000	(5)
Restoration Plan(6)	13,882	13,882	13,882		13,882
Supplemental Executive Retirement Plan(7)	0	0	0		0
Accrued Vacation	18,356	18,356	18,356		18,356
Perquisites	0	0	43,816	(8)	0

The amounts shown reflect the product of 200% of Mr. Copeland's base salary and maximum cash incentive under our Amended and Restated Executive Performance Incentive Plan pursuant to the terms of his Change in Control Agreement. The amount shown for retirement, death or disability reflects the terms of our Amended and Restated Executive Performance Incentive Plan.
The amounts shown reflect the market value of 28,030 shares of restricted stock that would have vested pursuant to the terms of Mr. Copeland's restricted stock award agreement.
The amount shown reflects the market value of 6,492 shares that would have been earned and vested under Mr. Copeland's performance share awards that would have vested pursuant to the terms of his performance award agreement, except that 8,649 shares would have become vested on a change in control.
The amount shown reflects the value for participation in our health and welfare benefit plans for a 24-month period in accordance with the terms of Mr. Copeland's Change in Control Agreement.
The amount shown reflects the proceeds due under our group term life insurance program. There is no disability benefit under this program.
The amounts shown reflect the present value of benefits accrued that would be payable.
Mr. Copeland was not eligible for the Supplemental Executive Retirement Plan on December 31, 2019.
The amount shown is equal to 200% of the value of perquisites provided to Mr. Copeland under his Change in Control Agreement.

Mr. Pignuolo

		Involuntary	Termination	Death or
Executive Benefits and Payments upon Termination		Termination	Related to Change
Retirement	without Cause	in Control	Disability
Base Salary	$0	$0	$830,000 (1)	$0
Non-Equity Incentive Plan Compensation	0	0	830,000	(1)	307,126 (1)
Restricted Stock (unvested)	0	0	964,036	(2)	964,036 (2)
Performance Shares (unvested)	0	0	268,932	(3)	221,095 (3)
Insurance Benefits	0	0	67,702	(4)	2,500,000 (5)
Restoration Plan(6)	40,625	40,625	40,625		40,625
Supplemental Executive Retirement Plan(6)	83,048	83,048	87,419		83,048
Accrued Vacation	12,769	12,769	12,769		12,769
Perquisites	0	0	36,381	(7)	0

The amounts shown reflect the product of 200% of Mr. Pignuolo's base salary and maximum cash incentive under our Amended and Restated Executive Performance Incentive Plan, and as adjusted, pursuant to the terms of his Change in Control Agreement. The amount shown for retirement, death or disability reflects the terms of our Amended and Restated Executive Performance Incentive Plan.
The amounts shown reflect the market value of 30,692 shares of restricted stock that would have vested pursuant to the terms of Mr. Pignuolo's restricted stock award agreement.
The amount shown reflects the market value of 7,039 shares that would have been earned and vested under Mr. Pignuolo's performance share awards that would have vested pursuant to the terms of his performance award agreement, except that 8,562 shares would have become vested on a change in control.
The amount shown reflects the value for participation in our health and welfare benefit plans for a 36-month period in accordance with the terms of Mr. Pignuolo's Change in Control Agreement.
The amount shown reflects the proceeds due under our split dollar life insurance program. There is no disability benefit under this program.
The amounts shown reflect the present value of benefits accrued that would be payable.
The amount shown is equal to 300% of the value of perquisites provided to Mr. Pignuolo under his Change in Control Agreement.

Executive Compensation

Mr. Jaggers

		Involuntary	Termination
		Termination	Related to Change	Death or
Executive Benefits and Payments upon Termination	Retirement	without Cause	in Control	Disability

Base Salary	$0	$0	$750,000 (1)	$0
Non-Equity Incentive Plan Compensation	0	0	750,000	(1)	277,524
Restricted Stock (unvested)	0	0	1,334,705	(2)	1,334,705
Performance Shares (unvested)	0	0	217,420	(3)	170,588
Insurance Benefits	0	0	36,312	(4)	2,500,000
Restoration Plan(6)	21,265	21,265	21,265		21,265
Supplemental Executive Retirement Plan(6)	39,487	39,487	65,812		39,487
Accrued Vacation	28,846	28,846	28,846		28,846
Perquisites	0	0	27,256	(7)	0

The amounts shown reflect the product of 200% of Mr. Jaggers' base salary and maximum cash incentive under our Amended and Restated Executive Performance Incentive Plan, as adjusted, pursuant to the terms of his Change in Control Agreement. The amount shown for retirement, death or disability reflects the terms of our Amended and Restated Executive Performance Incentive Plan.
The amounts shown reflect the market value of 42,493 shares of restricted stock that would have vested pursuant to the terms of Mr. Jaggers' restricted stock award agreement.
The amount shown reflects the market value of 5,431 shares that would have been earned and vested under Mr. Jaggers' performance share awards that would have vested pursuant to the terms of his performance award agreement, except that 6,922 shares would have become vested on a change in control.
The amount shown reflects the value for participation in our health and welfare benefit plans for a 24-month period in accordance with the terms of Mr. Jaggers' Change in Control Agreement.
The amount shown reflects the proceeds due under our split dollar life insurance program. There is no disability benefit under this program.
The amounts shown reflect the present value of benefits accrued that would be payable. Payment under the Restoration Plan on death would be $18,050.
The amount shown is equal to 200% of the value of perquisites provided to Mr. Jaggers under his Change in Control Agreement.

CEO Pay Ratio

For 2019, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is estimated to be 81 to 1.

To identify the "median employee", we analyzed multiple pay elements from our payroll records as of December 20, 2019 (the last day of our payroll year) for all individuals, excluding our CEO, who were employed by the Company on that date. For this calculation, we used the information derived from our payroll records as of December 20, 2019 (the last day of our payroll year) and consistently applied the same measure of pay elements for all individuals, excluding our CEO, who were employed by the Company on that date. Our employee population consisted of approximately 4,736 individuals. Of these employees, approximately 4,603 are full-time (or full-time equivalent) employees, with the remainder employed on a part-time (less than 30 hours per week) basis. Wages and salaries were annualized for those part-time and full-time employees who were not employed for the full year in 2019. All of our employees are located in the United States.

We analyzed multiple pay elements within our payroll records to determine annual total compensation of all employees, including, without limitation, salary received in 2019, overtime pay received in 2019, annual incentive payments received in 2019, bonuses received, vacation pay, sick pay, commissions, restricted stock dividends, and vested fair value of any equity-based awards received in 2019, as of the determination date. Once we determined the median of the annual total compensation of all employees of the Company (other

Executive Compensation

than our CEO), we were then able to determine the "median employee" for purposes of evaluating the CEO pay ratio.

After identifying the "median employee" in the manner described above, we calculated this employee's compensation for 2019 in accordance with the requirements of applicable Exchange Act rules and arrived at an estimated annual total compensation of our median employee of $56,583. This amount is different (greater) than the amount reported to our median employee in Box 1 of Form W-2 because it includes some non-taxable items, such as the value of our contributions to the 401(k) plan, premiums we pay for life insurance, as well as premiums we pay for medical insurance. We calculated the annual total compensation of our median employee on this basis because it permits us to more accurately compare the total compensation received by this employee to the total compensation of our CEO.

The CEO pay ratio compares the annual total compensation of our CEO to the annual total compensation of our median employee. For this comparison, we are required to calculate our CEO's "annual total compensation" as the amount we reported in the "Total" column of the 2019 Summary Compensation Table above, which we elected to increase by the value of the insurance premiums we paid for coverage under our medical plan in the amount of $10,510.

Director Compensation

The following table provides information with respect to non-employee director compensation for the fiscal year ended December 31, 2019:

	Fees
	Earned or	Restricted
Name	Paid in	Stock Unit	Total
Cash	Awards (1)
Gus J. Blass III*	$99,000	$50,618	$149,618
Shannon A. Brown	$86,004	$50,618	$136,622
James E. Campbell III*	$93,504	$50,618	$144,122
Deborah M. Cannon*	$99,000	$50,618	$149,618
Donald R. Grobowsky	-	-	-
William G. Holliman (2)	-	-	-
Warren A. Hood, Jr.	$79,500	$50,618	$130,118
Keith J. Jackson	$86,004	$50,618	$136,622
Larry G. Kirk*	$92,004	$50,618	$142,622
Guy W. Mitchell III*	$106,500	$50,618	$157,118
Alan W. Perry*	$84,000	$50,618	$134,618
James D. Rollins, III (3)	-	-	-
Thomas R. Stanton	$74,004	$50,618	$124,622

Serves as Chair of a committee of the Board of Directors of BancorpSouth.

Reflects the aggregate grant date fair value of restricted stock units awarded on May 1, 2019 pursuant to the terms of our BancorpSouth Equity Incentive Plan for Non-Employee Directors, (formerly 1995 Non-Qualified Stock Option Plan for Non-Employee Directors). The shares of our common stock underlying these awards will vest on the date of the Annual Meeting.
Mr. Holliman was added to the Board on January 22, 2020 to fill a vacancy on the Board.
Mr. Rollins, who was employed by us in 2019, did not receive compensation for serving as a member of the Board of Directors.

Our directors receive the following compensation for their service:

Annual Board Retainer	$50,000
Additional Annual Retainer for the Independent Lead Director	$25,000

Annual Audit Committee Retainer	$17,500
Additional Annual Retainer for Audit Committee Chair	$12,500

Annual Committee Retainer for all other Standing Committees	$12,000
Annual Retainer for Chairmen of Standing or Special Committees of the Board	$7,500
of Directors, other than the Audit Committee and Risk Management
Annual Retainer for the Chair of the Risk Management Committee	$10,000

Directors are also reimbursed for necessary travel expenses.

Each of our non-employee directors is eligible to participate in our BancorpSouth Equity Incentive Plan for Non-Employee Directors (formerly the 1995 Non-Qualified Stock Option Plan) (the "Equity Incentive Plan for Non-Employee Directors"). The Equity Incentive Plan for Non-Employee Directors is administered by the

Director Compensation

Nominating and Corporate Governance Committee, which may not deviate from the express annual awards provided for in the plan. This plan prohibits option repricing without shareholder approval. A total of 964,000 shares of common stock are currently reserved for issuance under the Equity Incentive Plan for Non-Employee Directors. As of January 31, 2020, options to purchase 544,746 shares of common stock and 158,194 restricted stock units have been granted under this plan. Of these awards, options to purchase 326,346 shares of common stock have been exercised and 138,894 restricted stock units have vested, and options to purchase 218,400 shares of common stock and 2,500 restricted stock units have been forfeited.

The Equity Incentive Plan for Non-Employee Directors provides for the grant of restricted stock units, non- qualified stock options and restricted stock. A restricted stock unit is the right to receive common stock (but not dividends) on a future vesting date. The Nominating and Corporate Governance Committee has the discretion to grant such awards to our non-employee directors. On May 1, 2019, the Nominating and Corporate Governance Committee awarded 1,680 restricted stock units to each of our non-employee directors pursuant to the Equity Incentive Plan for Non-Employee Directors. The shares of our common stock underlying these awards will become vested on the date of the Annual Meeting. There are no stock options currently outstanding under the Equity Incentive Plan for Non-Employee Directors.

Proposal 2: Non-Binding, Advisory Vote Regarding the Compensation of the Named Executive Officers

"Say On Pay"

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, Section 14A of the Exchange Act and the SEC's rules promulgated under the Exchange Act, we are asking our shareholders to vote to approve on a non-binding, advisory basis the compensation of our Named Executive Officers as disclosed in this Proxy Statement. This Proposal 2, commonly known as a "Say-On-Pay" proposal, gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.

Our executive compensation program, a significant component of which is performance-based, is designed to attract, motivate and retain our executive officers, who are critical to our success. Under this program, our Named Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals and the realization of increased shareholder value. Our Executive Compensation and Stock Incentive Committee regularly reviews our executive compensation program to ensure it achieves the desired goals of aligning our executive compensation structure with our shareholders' interests and current market practices. Our Board of Directors has adopted a policy requiring that certification of achievement of performance goals under the Amended and Restated Executive Performance Incentive Plan, and payment of the corresponding cash bonus payments, will occur upon the filing of our Annual Report on Form 10-K for the year ending December 31, 2019 rather than upon the announcement of preliminary unaudited financial results. In addition, our Board of Directors has adopted the Executive Compensation Policy, which sets forth the conditions under which we may recover any excess incentive-based compensation paid or awarded to our executive officers. A more detailed discussion regarding the compensation of our Named Executive Officers is provided under the captions "COMPENSATION DISCUSSION AND ANALYSIS" and "EXECUTIVE COMPENSATION," and we encourage you to read those sections in full.

The Board of Directors and the Executive Compensation and Stock Incentive Committee believe that our executive compensation program is meeting its objectives. Accordingly, we ask our shareholders to vote "FOR" the following resolution at the Annual Meeting:

"RESOLVED, that the shareholders of BancorpSouth approve, on a non-binding, advisory basis, the compensation of BancorpSouth's Named Executive Officers that is disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis, executive compensation tables and narrative discussions appearing in BancorpSouth's Proxy Statement for the 2020 Annual Meeting of shareholders."

Proposal 2: Non-Binding, Advisory Vote Regarding the

Compensation of the Named Executive Officers

Summary Compensation Decisions for 2019

After assessing the Company's financial and strategic performance for 2019, and after further evaluating the individual performance of our current Named Executive Officers, the Executive Compensation and Stock Incentive Committee exercises its discretion to award total annual direct compensation for 2019 to our Named Executive Officers as set forth in the following table. For the purposes of the table, "total annual direct compensation" means the sum of (i) salary for 2019, (ii) the annual bonus, (iii) Non-Equity Incentive Plan Compensation, (iv) stock awards, (v) change in pension value and nonqualified deferred compensation earnings, and (vi) all other compensation, as discussed in the section entitled "COMPENSATION DISCUSSION AND ANALYSIS."

Name and Principal Position	Total Compensation for 2019
James D. Rollins III, Chief Executive Officer	$4,587,855
Chris A. Bagley, President and Chief Operating Officer	2,152,465
John G. Copeland, Senior Executive Vice President and Chief Financial Officer	1,323,261
Charles J. Pignuolo, Senior Executive Vice President and General Counsel	1,133,891
Jeffrey W. Jaggers, Senior Executive Vice President and Chief Information Officer	1,313,506

Required Vote

If a quorum is present, the resolution to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers will be approved if the votes cast for this Proposal 2 exceed the votes cast against this Proposal 2.

Vote is Non-Binding and Advisory

Because your vote is advisory, it will not be binding upon the Board of Directors or the Executive Compensation and Stock Incentive Committee, will not override any decision made by the Board of Directors or the Executive Compensation and Stock Incentive Committee or create or imply any additional fiduciary duty of the Board of Directors or the Executive Compensation and Stock Incentive Committee. However, the Board of Directors and the Executive Compensation and Stock Incentive Committee value the opinions of our shareholders. Accordingly, to the extent there is any significant vote against the compensation of our Named Executive Officers as disclosed in this Proxy Statement, we will carefully consider our shareholders' concerns, and the Board of Directors and the Executive Compensation and Stock Incentive Committee will evaluate whether any actions are necessary to address such concerns.

Voting Recommendation

The Board of Directors recommends that Shareholders vote "FOR"

the resolution to approve, on a non-binding, advisory basis,

the compensation of our Named Executive Officers.

Proposal 3: Ratification Of Appointment Of Independent Registered

Public Accounting Firm

The Audit Committee of the Board of Directors has appointed BKD, LLP ("BKD") as our independent registered public accounting firm for the year ending December 31, 2020 and seeks ratification of the appointment by our shareholders. BKD replaced KPMG LLP ("KPMG") as our independent registered public accounting firm during 2019 and served as the independent registered public accounting firm for the year ended December 31, 2019.

Services and Fees of Independent Registered Public Accounting Firm

In addition to rendering audit services for the year ended December 31, 2019, BKD performed various other services for us and our subsidiaries. For the year ended December 31, 2018, KPMG served as the Company's independent registered public accounting firm and performed auditing services and various other services for us and our subsidiaries. The following table presents the aggregate fees billed for the services rendered to us by BKD for the year ended December 31, 2019 and by KPMG for the year ended December 31, 2018:

	2019	2018
Audit Fees (1)	$1,124,500	$1,450,000
Audit-Related Fees (2)	$33,500	-
Tax Fees	-	-
All Other Fees (3)	$35,000	-
Total	$1,193,000	$1,450,000

Audit Fees for the years ended December 31, 2019 and 2018 represent the aggregate fees billed to us by our independent registered public accounting firm for professional services rendered for the audit of our financial statements, including the audit of internal control over financial reporting, and for services that are normally provided by our independent registered public accounting firm in connection with regulatory filings or engagements.
Audit-RelatedFees for the years ended December 31, 2019 and 2018 consisted principally of fees for audits of financial statements of certain employee benefit plans.
All Other Fees for the year ended December 31, 2019 represent the aggregate fees billed to us by our independent registered public accounting firm for certain one-time professional services related to the underwritten public offerings of our 4.125% Fixed-to-Floating Rate Subordinated Notes due November 20, 2029 and our 5.50% Series A Non- Cumulative Perpetual Preferred Stock.

Pre-Approval of Audit and Non-Audit Services

The Audit Committee specifically reviews and pre-approves all audit and non-audit services provided by BKD prior to its engagement to perform such services. The Audit Committee has not adopted any other pre- approval policies or procedures.

Proposal 3: Ratification of Appointment of Independent

Registered Public Accounting Firm

Presence of Representatives of Independent Registered Public Accounting Firm

Representatives of BKD will be at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions.

Change in Independent Registered Public Accounting Firm

As previously reported in the Company's Form 8-K filed with the FDIC on June 14, 2019 (the "Auditor Current Report"), the Audit Committee conducted a competitive process to review the engagement of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. The Audit Committee invited multiple firms to participate in this process.

As a result of this process and following careful deliberation and consideration, on June 12, 2019, the Audit Committee decided to dismiss KPMG as the Company's independent registered public accounting firm, effective as of June 13, 2019. The Audit Committee's decision was formally communicated to KPMG by the Company on June 12, 2019.

During the Company's fiscal years ended December 31, 2017 and 2018, and the subsequent interim period through June 13, 2019, there were (i) no disagreements between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in its report on the Company's consolidated financial statements for the relevant year, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The audit report of KPMG on the consolidated financial statements of the Company as of December 31, 2017 and 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

The Company provided KPMG with a copy of the Auditor Current Report prior to its filing with the FDIC and requested that KPMG furnish to the Company a letter addressed to the FDIC stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it did not agree. A copy of KPMG's letter, dated June 14, 2019, was filed as Exhibit 16.1 to the Auditor Current Report.

On June 12, 2019, the Audit Committee approved the engagement of BKD as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2019. During the Company's fiscal years ended December 31, 2017 and 2018, and the subsequent interim period through June 13, 2019, neither the Company, nor anyone on its behalf, consulted with BKD regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements and, as such, no written report or oral advice was provided, and none was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issues, or (ii) any matter that was either the subject of a "disagreement" or a "reportable event" (within the meaning of Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K, respectively).

Proposal 3: Ratification of Appointment of Independent

Registered Public Accounting Firm

Required Vote

Shareholder ratification of the Audit Committee's appointment of BKD as our independent registered public accounting firm for the year ending December 31, 2020 is not required by our Amended and Restated Bylaws or otherwise. Nonetheless, the Board of Directors has elected to submit the appointment of BKD to our shareholders for ratification.

Voting Recommendation

The Board of Directors Recommends that Shareholders Vote "FOR" Ratification of the Appointment of BKD, LLP as Our Independent Registered Public Accounting Firm for the

Year Ending December 31, 2020.

Audit Committee Report

The Audit Committee of the Board of Directors consists of four directors, each of whom is "independent" as defined by the listing standards of the NYSE. The Audit Committee held eight meetings in 2019. These meetings facilitated communication with executive officers, the internal auditors and BancorpSouth's independent registered public accounting firm. During 2019, the Audit Committee held discussions with the internal auditors and BancorpSouth's independent registered public accounting firm, both with and without management present, on the results of their examinations and the overall quality of BancorpSouth's financial reporting and internal controls.

The role and responsibilities of the Audit Committee are set forth in the charter adopted by the Board of Directors, a copy of which is available on BancorpSouth's website at www.bancorpsouth.comon the Investor Relations webpage under the caption "Corporate Information - Board Committees." In fulfilling its responsibilities, the Audit Committee:

Reviewed and discussed with management BancorpSouth's audited consolidated financial statements for the year ended December 31, 2019 and BancorpSouth's unaudited quarterly consolidated financial statements during 2019 (including the disclosures contained in BancorpSouth's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations")
Discussed with BKD, LLP, BancorpSouth's independent registered public accounting firm, the matters required to be discussed under Auditing Standard No. 1301, both with and without management present; and
Received the written disclosures and the letter from BKD, LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants communications with the Audit Committee concerning independence, and discussed with BKD, LLP their independence.

Based on the Audit Committee's review and discussions as described above, and in reliance thereon, the Audit Committee recommended to BancorpSouth's Board of Directors that BancorpSouth's audited consolidated financial statements for the year ended December 31, 2019 be included in BancorpSouth's Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the FDIC.

Audit Committee:

Larry G. Kirk (Chair)

Gus J. Blass III

Deborah M. Cannon

Warren A. Hood, Jr.

Certain Relationships and Related Transactions

BancorpSouth conducts banking transactions in the ordinary course of business with our officers and directors and their associates, affiliates and family members. While certain provisions of the Sarbanes-Oxley Act of 2002 generally prohibit us from making personal loans to our executive officers and directors, it permits BancorpSouth to make loans to our executive officers and directors so long as such loans are subject to the insider lending restrictions of Section 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder. During the year ended December 31, 2019, BancorpSouth made loans to our executive officers, directors and their family members that were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to BancorpSouth, and did not involve more than the normal risk of collectability or present other unfavorable features. Further, our written Related Person Transaction Policies and Procedures, approved by our Board of Directors, permits extensions of credit by BancorpSouth or its subsidiaries to a related person, so long as such extensions of credit are made in compliance with applicable law, including Regulation O, Sections 23A and 23B of the Federal Reserve Act and Section 13(k) of the Exchange Act.

Pursuant to its written charter and the Related Person Transaction Policies and Procedures, the Nominating and Corporate Governance Committee reviews and approves all "related person" transactions between BancorpSouth and any of their "related persons" or affiliates, or transactions in which any of such persons directly or indirectly is interested or benefitted. If advance approval of a related person transaction by the Nominating and Corporate Governance Committee is not practicable, then the related person transaction shall be considered and, if the committee determines it to be appropriate, ratified at the committee's next regularly scheduled meeting. In determining whether to approve or ratify a related person transaction, the Nominating and Corporate Governance Committee takes into account, among other factors it deems appropriate, whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person's interest in the transaction. In accordance with the Related Person Transaction Policies and Procedures, no director is permitted to participate in any discussion or approval of a related person transaction for which he or she is a related person, except that the director shall provide all material information concerning the related person transaction to the Nominating and Corporate Governance Committee. In addition, the policy enumerates certain related person transactions that are deemed to be pre-approved or ratified, as applicable, by the committee.

General Information

Counting of Votes

All matters specified in this Proxy Statement that are to be voted on at the Annual Meeting will be voted on by ballot. Inspectors of election will be appointed to, among other things:

Determine the number of shares of our common stock outstanding, the shares of common stock represented at the Annual Meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
Receive votes on ballots;
Hear and determine all challenges and questions in any way arising in connection with the right to count and tabulate all votes; and
Determine the voting results.

Each proposal presented herein to be voted on at the Annual Meeting must be approved by the vote described under such proposal. The inspectors of election will treat shares of common stock represented by properly submitted proxies that reflect "against votes," abstentions, and broker non-votesas shares that are present and entitled to vote for purposes of determining the presence of a quorum. Broker non-votesare shares of common stock held of record by brokers or nominees as to which voting instructions have not been received from the beneficial owner with respect to any proposal that does not relate to a "routine" matter. Because the election of directors and the approval of the compensation of our Named Executive Officers are not "routine" matters, if shares entitled to vote are held in "street name" through a broker or other holder of record and the beneficial holder does not indicate how to vote on these matters, the record holder will not vote the beneficial holder's shares on those matters. The ratification of the appointment of BKD, LLP as our independent registered public accounting firm for the year ending December 31, 2020 is, however, a "routine" matter.

Although abstentions and broker non-votes are counted as shares that are present at the Annual Meeting and entitled to vote for purposes of determining the presence of a quorum they will not be counted as votes cast and will not have any effect on voting for any of the proposals presented in this Proxy Statement. In addition, for purposes of the election of directors, "withhold" votes will not be counted as votes cast and, therefore, will not have any effect on the vote for election of directors; however, our Amended and Restated Bylaws provide that, in an uncontested election, any nominee for director who receives a greater number of votes "withheld" than votes "for" his or her election must promptly tender his or her resignation following certification of the shareholder vote. For more information, see "Proposal 1: Election of Directors - Majority Vote Policy."

General Information

Shareholder Nominations and Proposals

Shareholders who would like to recommend director nominees or make a proposal for consideration at the 2021 annual meeting of shareholders should submit the nomination or proposal, along with proof of ownership of our common stock in accordance with Rule 14a-8(b)(2) promulgated under the Exchange Act in writing and mailed to the Corporate Secretary at the address listed below. We must receive all such nominations and proposals not later than November 11, 2020 in order for the nomination or proposal to be included in our proxy statement. Shareholder nominations and proposals submitted after November 11, 2020 but before December 11, 2020, will not be included in our proxy statement, but may be included in the agenda for our 2021 annual meeting if submitted to our Corporate Secretary at the address listed below and if such nomination or proposal includes:

The name and address of the shareholder;
The class and number of shares of common stock held of record and beneficially owned by such shareholder;
The name(s), including any beneficial owners, and address(es) of such shareholder(s) in which all such shares of common stock are registered on our stock transfer books;
A representation that the shareholder intends to appear at the meeting in person or by proxy to submit the business specified in such notice;
A brief description of the business desired to be submitted to the annual meeting of shareholders, the complete text of any resolutions intended to be presented at the annual meeting and the reasons for conducting such business at the annual meeting of shareholders;
Any personal or other material interest of the shareholder in the business to be submitted;
As to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and
All other information relating to the nomination or proposed business that may be required to be disclosed under applicable law.

In addition, a shareholder seeking to submit such nominations or business at the meeting shall promptly provide any other information we reasonably request. Such notice shall be sent to the following address:

BancorpSouth Bank

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

Attention: Corporate Secretary

General Information

Any nomination for director or other proposal by a shareholder that is not timely submitted and does not comply with these notice requirements will be disregarded and, upon the instructions of the presiding officer of the annual meeting, all votes cast for each such nominee and any such proposal will be disregarded.

The individuals named as proxies on the proxy card for our 2021 annual meeting of shareholders will be entitled to exercise their discretionary authority in voting proxies on any shareholder proposal that is not included in our proxy statement for the 2021 annual meeting, unless we receive notice of the matter to be proposed not earlier than November 11, 2020 nor later than December 11, 2020 and in accordance with the requirements listed above. These dates are based on a distribution date of our proxy materials of March 11, 2020. Even if proper notice is received within such time period, the individuals named as proxies on the proxy card for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising shareholders of the proposal and how the proxies intend to exercise their discretion to vote on these matters, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act.

Householding of Proxy Materials

The applicable regulatory rules regarding delivery of proxy statements and annual reports may be satisfied by delivering a single Notice of Internet Availability and, if requested, a single set of our proxy materials to an address shared by two or more of our shareholders. This method of delivery is referred to as "householding" and can result in meaningful cost savings for us. In order to take advantage of this opportunity, we may deliver only one Notice of Internet Availability and, if requested, a single set of our proxy materials to multiple shareholders who share an address, unless we have received contrary instructions from one or more of the shareholders. We undertake to deliver promptly upon request paper copies of our proxy materials, as requested, to shareholders at a shared address. If you hold our common stock as a registered shareholder and prefer to receive a paper copy of our proxy materials either now or in the future, please call 1-800-368-5948 or send a written request to:

BancorpSouth Bank

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

Attention: Corporate Secretary

If your shares of common stock are held through a broker or bank and you prefer to receive a paper copy of our proxy materials either now or in the future, please contact such broker or bank. Shareholders who share an address and elect to receive printed copies of our proxy materials may request to receive a single copy of such materials, either now or in the future, by calling 1-800-368-5948 or sending a written request to the address above.

General Information

Special Meetings of Shareholders

As it relates to the ability of our shareholders to convene a special meeting, the Articles provide that shareholders owning 20% or more of our shares of common stock can call a special meeting. A majority of the shares entitled to vote will constitute a quorum for the transaction of any business at a special shareholders' meeting.

Amendments to our Amended and Restated Articles and Bylaws

The Articles require an affirmative vote of 80% of the outstanding voting stock in only three limited types of amendments to the Articles:

to increase the size of the Board;
to approve any business combination that has not been approved by the Board; and
any business combination with a controlling party unless the per share consideration to be received by shareholders is the same or greater than the highest price per share paid by the controlling party in the three years preceding the announcement of the proposed transaction or the transaction is approved by the Board.

All other amendments to the Articles require only a majority of those votes entitled to be cast at a meeting at which a quorum is present for approval.

The Amended and Restated Bylaws may be amended by the Board at any regular or special meeting. In addition, pursuant to the Mississippi Business Corporation Act, our shareholders may amend the Bylaws at any regular or special meeting where a quorum is present, if the votes cast for the amendment exceed those cast against.

2019 Annual Report

A copy of our Annual Report on Form 10-K for the year ended December 31, 2019 can be accessed by following the instructions contained on the Notice of Internet Availability mailed to shareholders of record as of the record date on or about March 11, 2020. A copy of our 2019 Annual Report may also be obtained without charge on our website at www.bancorpsouth.comon our Investor Relations webpage under the caption "Public Filings - After 11-01-2017" and through the FDIC's website at https://efr.fdic.gov/fcxweb/efr/index.htm.

In addition, copies of our 2019 Annual Report will be furnished without charge to any shareholder who requests such report by sending a written request to:

BancorpSouth, Bank

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

Attention: Corporate Secretary

General Information

Miscellaneous

Our management is not aware of any matters other than those described above which may be presented for action at the Annual Meeting. If any other matters properly come before the Annual Meeting, the proxies will be voted with respect to such matters in accordance with the judgment of the person or persons voting such proxies, subject to the direction of our Board of Directors.

BancorpSouth Bank

JAMES D. ROLLINS III

Chairman of the Board and Chief Executive Officer

March 11, 2020

This page intentionally left blank

Using a black ink pen, mark your votes with an X as shown in this example.

Please do not write outside the designated areas.

Your vote matters - here's how to vote!

You may vote online or by phone instead of mailing this card.

Votes submitted electronically must be received by 2:00 a.m., Central Time, on April 22, 2020.

Online

Go to www.envisionreports.com/BXS or scan the QR code - login details are located in the shaded bar below.

Phone

Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada

Save paper, time and money!

www.envisionreports.com/BXS

2020 Annual Meeting Proxy Card

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

Proposals - The Board of Directors recommend a vote FORthe five (5) nominees listed and FORProposals 2 and 3.

1. Election of Directors:								+
For	Withhold		For	Withhold	For	Withhold
01 - Gus J. Blass III	02 - Deborah M. Cannon		03 - William G. Holliman
04 - Warren A. Hood, Jr.	05 - Thomas R. Stanton
	For	Against Abstain				For	Against	Abstain
2. Approval of the compensation of our Named Executive Officers,		3. Ratification of the appointment of BKD, LLP as our independent
on a non-binding, advisory basis			registered public accounting firm for the year ending
			December 31, 2020

Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) - Please print date below.	Signature 1 - Please keep signature within the box.		Signature 2 - Please keep signature within the box.

	5 2 D V	+

036Z1C

2020 Annual Meeting of BancorpSouth Bank Shareholders

April 22, 2020

YOUR VOTE IS IMPORTANT!

Important notice regarding the Internet availability of proxy materials for the 2020 Annual Meeting of Shareholders.

The proxy materials are available at: www.envisionreports.com/BXS

Small steps make an impact.

Help the environment by consenting to receive electronic

delivery, sign up at www.envisionreports.com/BXS

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

REVOCABLE PROXY - BancorpSouth Bank	+

Notice of 2020 Annual Meeting of Shareholders

Proxy Solicited by the Board of Directors for the Annual Meeting - April 22, 2020

James E. Campbell III, Keith J. Jackson, and Larry G. Kirk (the "Proxies"), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of BancorpSouth Bank to be held on April 22, 2020 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the five (5) nominees to the Board of Directors listed in Proposal 1 and FOR Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the 2020 Annual Meeting of Shareholders.

(Items to be voted appear on reverse side)

C Non-Voting Items

Change of Address - Please print new address below.	Comments - Please print your comments below.	Meeting Attendance
		Mark box to the right if
		you plan to attend the
		Annual Meeting.

Using a black ink pen, mark your votes with an X as shown in this example.

Please do not write outside the designated areas.

2020 Annual Meeting Proxy Card

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

Proposals - The Board of Directors recommend a vote FORthe five (5) nominees listed and FORProposals 2 and 3.

1. Election of Directors:								+
For	Withhold		For	Withhold	For	Withhold
01 - Gus J. Blass III	02 - Deborah M. Cannon		03 - William G. Holliman
04 - Warren A. Hood, Jr.	05 - Thomas R. Stanton
	For	Against Abstain				For	Against	Abstain
2. Approval of the compensation of our Named Executive Officers,		3. Ratification of the appointment of BKD, LLP as our independent
on a non-binding, advisory basis			registered public accounting firm for the year ending
			December 31, 2020

Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below

Date (mm/dd/yyyy) - Please print date below.	Signature 1 - Please keep signature within the box.		Signature 2 - Please keep signature within the box.

	1 U P X	+

036Z2C

Important notice regarding the Internet availability of proxy materials for the 2020 Annual Meeting of Shareholders.

The proxy materials are available at: www.edocumentview.com/BXS

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

REVOCABLE PROXY - BancorpSouth Bank

Notice of 2020 Annual Meeting of Shareholders

Proxy Solicited by the Board of Directors for the Annual Meeting - April 22, 2020

(Items to be voted appear on reverse side)

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BancorpSouth Bank published this content on 11 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2020 20:09:57 UTC

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Banco Espanol de Credito SA

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