X0306 4 2017-05-01 0000701853 BANCORPSOUTH INC BXS 0001191219 STANTON THOMAS R ONE MISSISSIPPI PLAZA 201 SOUTH SPRING STREET TUPELO MS 38804 1 Restricted Stock Units 2017-05-01 4 A 0 1655.0000 0.0000 A Common Stock 1655.0000 1655.0000 D These shares were granted to the Reporting Person on May 1, 2017, 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, on or around April 25, 2018, that follows the date this Award is granted. /s/ Thomas R. Stanton 2017-05-01