X0306 4 2016-01-29 0000701853 BANCORPSOUTH INC BXS 0001216872 FREEMAN CATHY SMITH 828 BRENTWOOD COVE OXFORD MS 38655 1 Senior Executive VP Common Stock 2016-01-29 4 A 0 5694.0000 0.0000 A 30735.0000 D Common Stock 2016-01-29 4 F 0 2077.0000 20.8800 D 28658.0000 D Common Stock 14839.6637 I by 401k Plan Reflects performance shares granted pursuant to the BancorpSouth, Inc. Long-Term Equity Incentive Plan that were earned on December 31, 2014, upon the achievement of certain performance goals for the 2013 through 2014 "performance period" and were received after a one-year retention period. Shares withheld by BancorpSouth, Inc. to satisfy a tax withholding obligation resulting from the vesting of certain peformance shares. /s/ Cathy S. Freeman 2016-02-01