X0306 4 2014-04-23 0000701853 BANCORPSOUTH INC BXS 0001216823 LASHLEE TURNER OSCAR 290 HONEYSUCKLE LANE P O BOX 483 HUMBOLDT TN 38343 1 Common Stock 2014-04-23 4 M 0 3600.0000 20.2300 A 92265.5680 D Common Stock 2014-04-23 4 M 0 500.0000 0 A 92765.5680 D Non-Qualified Stock Option (right to buy) 20.2300 2014-04-23 4 M 0 3600.0000 0.0000 D 2014-04-30 Common Stock 3600.0000 0.0000 D Restricted Stock Units 2014-04-23 4 M 0 500.0000 0.0000 D Common Stock 500.0000 0.0000 D These shares were granted to the Reporting Person on May 1, 2013 as restricted stock units under the BancorpSouth, Inc. 1995 Non-Qualified Stock Option Plan for Non-Employee Directors. These shares will vest upon the date of the first annual shareholders meeting of the Company that follows the date this Award is granted by at least six months. Automatic grant within a non-qualified stock option plan for non-employee directors granted pursuant to the Amended and Restated BancorpSouth, Inc., 1995 Non-Qualified Stock Option Plan for Non-Employee Directors. The stock option becomes exercisable upon the date of the first annual stockholders meeting of BancorpSouth, Inc., that follows the date of grant by at least six months. /s/ Turner O. Lashlee 2014-04-23