UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                         Filed by a party other than the Registrant  ☐

Check the appropriate box:

BANCORPSOUTH, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT/OFFERING CIRCULAR, DATED AUGUST 15, 2017

- SUBJECT TO COMPLETION -

2017 Notice of

Annual MeetingMERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

and Proxy Statement

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804

March 22, 2017

TO THE SHAREHOLDERS OF

BANCORPSOUTH, INC.:Dear Shareholders:

On Wednesday, AprilJuly 26, 2017, at 9:00 a.m. (Central Time)as part of a plan to effect a corporate entity reorganization, BancorpSouth, Inc., or the annual“Company,” and its wholly owned bank subsidiary, BancorpSouth Bank, or the “Bank,” entered into an Agreement and Plan of Reorganization, referred to as the “plan of reorganization,” a copy of which, as amended and restated, is attached asAppendix A, pursuant to which the Company will be merged with and into the Bank, with the Bank continuing as the surviving corporation, referred to as the “reorganization.” Before we can complete the reorganization, the Company’s shareholders must approve the plan of reorganization. A special meeting of the Company’s shareholders of BancorpSouth, Inc. will be held aton [●], 2017 for that purpose.

Pursuant to the BancorpSouth Corporate Headquarters, Fourth Floor Board Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. You are cordially invitedplan of reorganization, each share of the Company’s common stock, par value $2.50 per share, issued and outstanding immediately prior to attend and participate in the meeting.

Please read our enclosed Annual Reporteffective time of the reorganization will be converted into the right to Shareholdersreceive one share of the Bank’s common stock, par value $2.50 per share, such that, following the reorganization, the separate corporate existence of the Company will cease and the attached Proxy Statement. They contain important information about BancorpSouth and the matters to be addressed at the annual meeting.

Whether or not you plan to attend the annual meeting, I urge you to vote your proxy as soon as possible to assure your representation at the meeting. For your convenience, you can vote your proxy in oneshare ownership of the Company immediately prior to the reorganization will become the share ownership of the Bank following ways:the reorganization. The Bank will assume the Company’s equity-based compensation plans and non-equity performance incentive plan as well as any previously granted and outstanding or accrued awards under these plans. Following the reorganization, outstanding or accrued awards under these plans will remain subject to the same terms and conditions that existed immediately prior to the reorganization. In addition, the Bank will assume and continue all of the Company’s employee benefit plans.

Instructions regarding each methodplan of voting are contained in the attached Proxy Statement and on the enclosed proxy card. If you attend the annual meeting and desire to vote your shares personally rather than by proxy, you may withdraw your proxy at any time before it is exercised.

Ireorganization. We look forward to seeinga successful completion of the reorganization and thank you atfor your prompt attention to this year’s annual meeting.

important matter.

Sincerely,

James D. Rollins III

JAMES D. ROLLINS III

Chairman of the Board and

Chief Executive Officer BancorpSouth, Inc.

Enclosures:THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE REORGANIZATION ARE NOT SAVINGS ACCOUNTS OR DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK. THESE SECURITIES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF YOUR INVESTMENT.

1. Proxy CardTHIS DOCUMENT CONSTITUTES PART OF AN OFFERING CIRCULAR COVERING SECURITIES THAT ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION 3(a)(2) THEREOF. NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE MISSISSIPPI DEPARTMENT OF BANKING AND CONSUMER FINANCE OR ANY OTHER FEDERAL OR STATE REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PRELIMINARY PROXY STATEMENT/OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/offering circular is dated [●], 2017 and Business Reply Envelope

2. Annual Reportis first being mailed to Shareholders

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR PROXY PROMPTLY BY INTERNET, TELEPHONE OR BY

COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD.the Company’s shareholders on or about [●], 2017.

PRELIMINARY PROXY STATEMENT/OFFERING CIRCULAR, DATED AUGUST 15, 2017

One Mississippi Plaza- SUBJECT TO COMPLETION -

201 South Spring Street

Tupelo, Mississippi 38804

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS

To Be Held April 26,TO BE HELD ON [●], 2017

TO THE SHAREHOLDERS OFDear Shareholder:

    BANCORPSOUTH, INC.:

The annualNOTICE IS HEREBY GIVEN that a special meeting of the shareholders of BancorpSouth, Inc., a Mississippi corporation (the “Company”), will be held on Wednesday, April 26, 2017, at 9:00 a.m. (Central Time) at the BancorpSouth Corporate Headquarters, FourthCompany’s corporate headquarters, Second Floor, Board Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804, on [●], 2017 at 9:00 a.m., local time, for the following purposes:purpose:

The BoardCompany will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

The reorganization proposal is described in more detail in the accompanying proxy statement/offering circular, which you should read carefully in its entirety before voting. Only Company shareholders of Directors has fixedrecord at the close of business on March 15,[●], 2017 as the record date for determining shareholdersare entitled to notice of and to vote at the special meeting or any adjournments or postponements of the special meeting.

Your vote is very important. To ensure your representation at the special meeting, please complete, execute and promptly mail your proxy card in the return envelope enclosed. You may also vote by using the Internet or calling the toll-free number as further described in the enclosed proxy card. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs.

The Company’s board of directors has adopted the plan of reorganization and recommends that you vote “FOR” the reorganization proposal.

By orderOrder of the Board of Directors,

JAMESJames D. ROLLINSRollins III

Chairman of the Board and

Chief Executive Officer BancorpSouth, Inc.

March 22,Tupelo, Mississippi

[●], 2017

IMPORTANT:

WHETHER OR NOT

WHERE YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THE PRESENCE OF A QUORUM, PLEASE VOTE YOURCAN FIND MORE INFORMATION

The Company is currently required to file annual, quarterly and current reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”). You may read and copy any of the Company’s materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 ((800) 732-0330) for further information on the public reference room. In addition, the Company currently files reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from the Company’s investor relations website at http://www.bancorpsouth.investorroom.com. The Bank currently is not required to file reports with the SEC. In connection with the reorganization, it intends to register its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following such registration, it will be subject to the reporting and other requirements of the Exchange Act. In accordance with the Exchange Act and as a bank that is not a member of the Federal Reserve System, the Bank will file certain reports, proxy materials, information statements and other information required by the Exchange Act with the Federal Deposit Insurance Corporation (“FDIC”), copies of which can be inspected and copied at the public reference facilities maintained by the FDIC, at the Public Reference Section, RoomF-6043, 550 17th Street, N.W., Washington, DC 20429. Requests for copies may be made by telephone at (202) 898-8913 or by fax at (202) 898-3909. Certain financial and other information filed by the Bank with the FDIC will also be available electronically at the FDIC’s website at http://www.fdic.gov. Following the reorganization, the Bank will maintain the same investor relations website currently used by the Company at http://www.bancorpsouth.investor room.com and will include the Bank’s filings at that location.

None of the information about the Company or the Bank maintained on the Company’s or the Bank’s website is incorporated into this proxy statement/offering circular by reference.

ABOUT THIS PROXY PROMPTLY BY INTERNET, TELEPHONE OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. IF YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.STATEMENT/OFFERING CIRCULAR

Unless the context otherwise requires, throughout this proxy statement/offering circular, the “Company” refers to BancorpSouth, Inc., and the “Bank” refers to the Company’s wholly-owned bank subsidiary, BancorpSouth Bank. Also, we refer to the proposed merger of the Company with and into the Bank as the “reorganization,” and the Agreement and Plan of Reorganization, dated July 26, 2017, by and between the Company and the Bank, as amended and restated on August 15, 2017, as the “plan of reorganization.”

Neither the Company nor the Bank has authorized anyone to give any information or make any representation about the plan of reorganization, the reorganization or the parties thereto that is different from, or in addition to, that contained in this proxy statement/offering circular or in any of the materials that have been incorporated by reference into this proxy statement/offering circular. Therefore, if anyone does give you information of this sort, you should not rely on it.

If you are in a jurisdiction where offers to exchange, purchase or sell, or solicitations of offers to exchange, purchase or sell, the securities offered by this proxy statement/offering circular or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/offering circular does not extend to you. The information contained in this proxy statement/offering circular speaks only as of the date of this document unless the information specifically indicates that another date applies.

The information contained in this proxy statement/offering circular is accurate only as of its date, regardless of the time of delivery of this proxy statement/offering circular. The assets, business, cash flows, condition (financial or otherwise), liquidity, prospects and/or results of operations of the Company or the Bank may have changed since that date.

You should not interpret the contents of this proxy statement/offering circular to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before voting.

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT FOR THE

iSPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●], 2017

iiPRELIMINARY OFFERING CIRCULAR FOR

One Mississippi Plaza

201 South Spring Street

Tupelo, Mississippi 38804BANCORPSOUTH BANK COMMON STOCK

PROXY STATEMENT

GENERAL INFORMATIONQUESTIONS AND ANSWERS ABOUT THE ANNUALREORGANIZATION AND THE SPECIAL MEETING AND VOTING

This Proxy StatementThe following are answers to certain questions you may have regarding the plan of reorganization, the reorganization and the special meeting. We urge you to read carefully the remainder of this proxy statement/offering circular, includingAppendix A, because the information in this section may not provide all the information that might be important to you in determining how to vote.

Q: What is furnishedthe reorganization?

A: BancorpSouth, Inc. (the “Company”) and its wholly-owned bank subsidiary, BancorpSouth Bank (“the Bank”), have entered into an Amended and Restated Agreement and Plan of Reorganization (the “plan of reorganization”) pursuant to which the Company will be merged with and into the Bank, with the Company’s separate corporate existence ceasing and the Bank continuing as the surviving corporation, referred to herein as the “reorganization.” A copy of the plan of reorganization is attached asAppendix A to this proxy statement/offering circular. In order for us to complete the reorganization, we need not only the approval of the shareholders of the Company but also approval from the FDIC and the Mississippi Department of Banking and Consumer Finance (“MDBCF”). Following the reorganization, it is expected that the shares of the Bank’s common stock will be traded on the New York Stock Exchange (the “NYSE”) under the same ticker symbol currently used by the Company, “BXS.”

Q: What is the purpose of the reorganization?

A: The Company currently operates as the bank holding company of the Bank and conducts substantially all of its business through the Bank. The Company believes that the reorganization will further improve the combined entity’s efficiency by eliminating redundant corporate infrastructure and activities as well as the associated supervision and oversight from the Federal Reserve Board (“FRB”) applicable to registered bank holding companies.

Q: Why am I receiving this proxy statement/offering circular?

A: We are delivering this document to you because it is a proxy statement being used by the Company’s board of directors to solicit proxies of the Company’s shareholders in connection with the solicitationapproval of proxies by our Boardthe plan of Directorsreorganization. To facilitate approval of the plan of reorganization, the Company has called a special meeting of its shareholders, which we refer to as the “special meeting.” This document serves as a proxy statement for the purposes set forthspecial meeting and describes the proposal to be presented at the special meeting.

This document also serves as the offering circular of the Bank with respect to the issuance of shares of the Bank’s common stock to the Company’s shareholders upon completion of the reorganization as more fully described herein.

This proxy statement/offering circular contains important information about the reorganization proposal being voted on at the special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without having to attend the special meeting.Your vote is important. We encourage you to submit your proxy as soon as possible.

Q: What will Company shareholders receive in the accompanying notice.reorganization?

A: If the plan of reorganization is approved and the reorganization is subsequently completed, then, at the effective time of the reorganization, each share of Company Stock, par value $2.50 per share (“Company Stock”), outstanding immediately prior to the effective time of the reorganization will be automatically converted into the right to receive one share of Bank common stock, par value $2.50 per share (“Bank Stock”). Any fraction of a share of Company Stock will also be automatically converted into the right to receive the same fraction of a share of Bank Stock. Accordingly, following the completion of the reorganization, shares of Bank Stock will be owned directly by the Company’s shareholders in the same proportion as their ownership of shares of Company Stock immediately prior to the reorganization.

For more information regarding the procedures by which you may obtain a certificate representing an equivalent number of shares of Bank Stock or shares of Bank Stock in book-entry form, see “—Should I send in my stock certificates now?” and “The Reorganization and Plan of Reorganization—Effects of the Reorganization—Conversion of Company Stock into Right to Receive Bank Stock.”

Q: Will the Bank assume the Company’s restricted stock, performance share, stock option and other benefit plans?

A: Yes. The Bank will assume and continue all of the Company’s restricted stock, performance share, stock option and stock incentive plans and will also assume all stock-based awards that were granted by the Company and that are outstanding under those plans. As a result, each of the Company’s outstanding stock-based awards will be converted into similar stock-based awards that cover the same number of shares of the Bank’s Stock, and with the same terms and conditions, including the same vesting, exercisability and other restrictions, which will not be affected by the reorganization. The Bank will also assume the Company’s non-equity performance incentive plan as well as any non-equity performance awards that are outstanding. In addition, the Bank will assume all of the Company’s employee benefit plans, including retirement, profit sharing, health and welfare plans and fringe benefit arrangements for its employees.

Q: Will the Bank assume the Company’s change in control agreements with its officers?

A: Yes. The Bank will assume the Company’s obligations under the change in control agreements it has with its key officers, and these officers will continue to be subject to the obligations and restrictive covenants included in the agreements.

Q: Will the reorganization result in payments to its key officers under the Company’s change in control agreements?

A: No. The reorganization is not a “change in control” as defined in the change in control agreements that the Company maintains with its key officers. No payments will be due under those agreements as a result of the reorganization.

Q: Will the Bank keep the same stock exchange listing as the Company?

A: It is expected that, following the completion of the reorganization, the Bank’s common stock will be listed on the NYSE under the same ticker symbol currently used by the Company, “BXS.”

Q: Will the Bank have the same management?

A: After the reorganization, the Bank will have the same directors, with the same terms of service, as the Company had immediately prior to the reorganization. Officers of the Company immediately prior to the reorganization will hold the same positions and titles with the Bank following the reorganization.

Q: What are Company shareholders being asked to vote on and why is this approval necessary?

A: Company shareholders are being asked to approve a proposal to approve the plan of reorganization, which is referred to as the “reorganization proposal.” Shareholder approval of the reorganization proposal is required for completion of the reorganization. The Company will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

Q: What if I return a proxy card but do not make a specific choice regarding the reorganization proposal?

A: Properly completed and returned proxies will be voted at our annual meeting of shareholders to be held atas instructed on the BancorpSouth Corporate Headquarters, Fourth Floor Board Room, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804 on April 26, 2017, at 9:00 a.m. (Central Time), and at any adjournments or postponements thereof. This Proxy Statement and the accompanying Annual Report to Shareholders and proxy cardcard. If you are first being sent to shareholders on or about March 22, 2017.

If a proxy is properly given by a shareholder of record and not revoked, itreturn the proxy card without marking a voting selection, your shares will be voted “FOR” the reorganization proposal. The board of directors is presently unaware of any other matter that may be presented for action at the special meeting. If any other matter does properly come before the special meeting, the board of directors intends that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

Q: If my broker holds my shares in accordance“street name,” will my broker automatically vote my shares for me?

A: No. If your shares are held in “street name” in a stock brokerage account or by a bank or other agent as your nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided if any, and if no instructions are provided, it will be voted:

Shareholders are encouragedby your broker, bank or other agent. Please note that you may not vote shares held in street name by returning a proxy card directly to vote their proxies by Internet, telephone or completing, signing, dating and returning the enclosed proxy card. 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 before the annual meeting has the right to revoke the proxy at any time before it is exercised by submitting a written request to usCompany or by voting anotherin person at the special meeting unless you provide a legal “proxy,” which you must obtain from your broker, bank or other agent.

Q: What if I fail to instruct my broker to vote my shares?

A: If you fail to instruct your broker, bank or other agent to vote your shares held in “street name,” then the broker, bank or other agent may not submit an unvoted proxy as to your shares. Your shares will not be counted as shares that are present at a later date. The grantthe special meeting and entitled to vote for purposes of determining the presence of a proxyquorum. In addition, your shares will not 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 referas votes cast and, therefore, will not have any effect on the voting for the reorganization proposal.

Q: How does the Company’s board of directors recommend that shareholders vote at the special meeting?

A: The Company’s board of directors unanimously recommends that shareholders vote “FOR” the reorganization proposal.

Q: What do I need to do now?

A: After you have carefully read this document, including Appendix A and any other documents to which this proxy statement/offering circular refers, indicate on your proxy card how you want your shares to be voted. Then date, sign and mail your proxy card in the section below entitled “GENERAL INFORMATION – Counting of Votes.”enclosed prepaid return envelope as soon as possible. This will enable your shares to be represented and voted at the special meeting whether or not you attend.

Pursuant toAlternatively, you may vote through 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.telephone. To submit a proxy to vote by Internet, access the website www.envisionreports.com/bxs, enter the15-digit control number found on the enclosed proxy card and follow the instructions on the website. To submit a proxy to vote by telephone, call toll free1-800-652-8683, enter the15-digit control number on the enclosed proxy card and follow the instructions. A proxy to vote by Internet or telephone may be submitted at any time until 2:00 a.m. (Central Time) on April 26,[●], 2017, and either method should only require a few minutes to complete. To submit

Q: Can I attend the special meeting and vote my shares in person?

A: Yes. All shareholders are invited to attend the special meeting. Shareholders of record can vote in person at the special meeting whether or not they have previously executed a proxy to vote by mail, complete, sign, date and return the enclosed proxy card in the enclosed business reply envelope.

card. If shares are held in “street name” through a broker, bank or other holderagent

holds your shares in street name, then you are not the shareholder of record, the beneficial holder will receive instructions from the registered holder thatand you must be followed in order for the shares to be voted on behalf of the beneficial holder. Each method of voting listed above is offered to shareholders who own their shares through aask your broker, bank or other agent how you can vote your shares at the special meeting.

Q: Can I change my vote after I return my proxy card?

A: Yes. If you are the record holder of record. your shares, you may revoke your proxy in any one of three ways: (1) you may submit another properly completed proxy card bearing a later date which is received prior to the special meeting; (2) you may send a written notice which is received prior to the special meeting that you are revoking your proxy to: BancorpSouth, Inc., One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804, Attention: Corporate Secretary; or (3) you may attend the special meeting and notify the election officials that you wish to revoke your proxy and vote in person. However, your attendance at the special meeting will not, by itself, revoke your proxy.

If your shares are held of record by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

Q: Will I be entitled to dissenters’ rights?

A: No. The Company is a beneficial holder provides specific votingMississippi corporation that is governed by the Mississippi Business Corporation Act (the “MBCA”). In accordance with Section 79-4-13.02(b)(2)(i) of the MBCA, the Company’s shareholders are not entitled to appraisal or dissenters’ or rights in connection with the reorganization, as the Company’s shares are listed on the NYSE.

Q: Should I send in my stock certificates now?

A: No, please do not send your Company stock certificates with your proxy card. After the completion of the reorganization, Computershare, Inc., the Company’s registrar and transfer agent (“Computershare”), will mail transmittal materials and instructions (“Transmittal Materials”) to those record holders of Company Stock whose shares are represented either in whole or in part by a stock certificate or certificates (each, a “Company Certificate”). The Transmittal Materials will describe how these record holders may submit to Computershare their Transmittal Materials and their Company Certificates. Company shareholders holding Company Certificates must deliver to Computershare properly completed and executed Transmittal Materials, including any Company Certificates, to receive a certificate representing an equivalent number of shares of Bank Stock or shares of Bank Stock in book-entry form. Upon the receipt of such properly completed and executed Transmittal Materials, including any Company Certificates, Computershare will issue to these record holders a certificate representing an equivalent number of shares of Bank Stock or will credit the accounts of these record holders with an equivalent number of shares of Bank Stock in book-entry form, as elected by record holders in their Transmittal Materials.

Record holders of Company Stock whose shares are held only in book-entry form will not receive Transmittal Materials from Computershare. The book-entry shares owned by these record holders will be automatically converted into an equivalent number of shares of Bank Stock in book-entry form, and their accounts will be credited accordingly.

Q: When do you expect the reorganization to be completed?

A: The Company currently expects to complete the reorganization late in the third quarter or in the fourth quarter of 2017, assuming all of the conditions to completion of the reorganization have been satisfied, although neither the Company nor the Bank can provide any assurances that the reorganization will close timely or at all.

Q: Will I be able to sell the shares of Bank Stock that I receive in the reorganization?

A: Yes. The shares of Bank Stock to be issued in the reorganization will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), but they are exempt from the registration requirements under

Section 3(a)(2) and Section 18 of the Securities Act and therefore may be resold without restriction. However, directors and certain officers of the Bank will be votedsubject to restrictions after the reorganization that may preclude them from trading at certain times.

Q: What will happen if the reorganization proposal is not approved by the shareholders at the special meeting?

A: If the shareholders do not approve the reorganization proposal, the Company and the Bank will likely terminate the plan of reorganization. The Company expects that it would continue to operate in its current holding company structure, rather than in the simpler structure that is being proposed. In that case, the Company would likely continue to incur certain costs, such as instructedadministrative costs, that could potentially be avoided if the reorganization were completed and as the structure simplified.

Q: Whom should I call with questions?

A: If you have any questions concerning the reorganization or this proxy holdersstatement/offering circular, would like additional copies of this proxy statement/offering circular, or need help voting your shares of Company Stock , please write to the following address or call the following telephone number: BancorpSouth, Inc., One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804, Attention: Corporate Secretary or (662) 680-2000.

SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may determine within their discretionbe important to you in deciding how to vote. You should read this entire proxy statement/offering circular, includingAppendix A, and the other documents to which this document refers before you decide how to vote with respect to any other mattersthe plan of reorganization. Each item in this summary includes a page reference directing you to a more complete description of that may properly come before the annual meeting.item.

The close of business on March 15, 2017 has been fixedReorganization

In the reorganization, the Company will be merged with and into the Bank, with the Company’s separate corporate existence ceasing and the Bank continuing as the record datesurviving corporation. The terms and conditions of the reorganization are contained in the plan of reorganization, a copy of which is attached to this document asAppendix A. We encourage you to read that agreement carefully.

Parties to the Reorganization (page[●])

BancorpSouth, Inc., a Mississippi corporation, is the parent bank holding company for BancorpSouth Bank, a Mississippi state banking corporation. Company Stock currently trades on the determinationNYSE under the symbol “BXS.” At June 30, 2017, the Company had consolidated total assets of shareholders entitledapproximately $14.8 billion, total deposits of approximately $11.9 billion and total common shareholders’ equity of approximately $1.7 billion.

The Bank conducts general commercial banking, trust and insurance business through 234 offices located in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee, Texas and Illinois. The Bank and its subsidiaries provide a range of financial services to noticeindividuals and small-to-medium size businesses. The Bank also operates an insurance agency subsidiary which engages in sales of insurance products. The Bank’s wealth management department offers a variety of services, including investment brokerage services, personal trust and to voteestate services, certain employee benefit accounts and plans, including individual retirement accounts, and limited corporate trust functions. All of the Bank’s assets are located in the United States and substantially all of its revenue is generated from external customers living within the United States.

The Company and the Bank share a principal office located at One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804, and the telephone number at the annual meeting.Asprincipal office is (662) 680-2000.

Effects of such date, we had 500,000,000 authorized sharesthe Reorganization (page[●])

Conversion of common stock, $2.50 par value per share,Company Stock into Right to Receive Bank Stock. If the plan of which93,590,931shares were outstanding,reorganization is approved and 500,000,000 authorized sharesthe reorganization is subsequently completed, at the effective time of preferred stock, $0.01 par value per share, of which no shares were outstanding.Each share of our common stock is entitled to one vote. The common stock is our only outstanding class of voting stock. Holders of a majority ofthe reorganization, the outstanding shares of our commonCompany Stock will be converted into the right to receive one validly issued, fully paid, and nonassessable share of Bank Stock. Any fraction of a share of Company Stock will also be converted into the right to receive the same fraction of a share of Bank Stock. Accordingly, following the completion of the reorganization, shares of Bank Stock will be owned directly by the Company’s shareholders in the same proportion as their ownership of shares of Company Stock immediately prior to the reorganization.

Procedures to Receive Bank Stock. After the completion of the reorganization, Computershare, Inc. will mail Transmittal Materials to those record holders of Company Stock whose shares are represented either in whole or in part by a Company Certificate or Company Certificates. The Transmittal Materials will describe how these record holders may submit to Computershare their Company Certificates. Company shareholders holding Company Certificates must deliver to Computershare properly completed and executed Transmittal Materials, including any Company Certificates, to receive a certificate representing an equivalent number of shares of Bank Stock or shares of Bank Stock in book-entry form. Upon the receipt of such properly completed and executed Transmittal Materials, including any Company Certificates, Computershare will issue to these record holders a

certificate representing an equivalent number of shares of Bank Stock or will credit the accounts of these record holders with an equivalent number of shares of Bank Stock in book-entry form, as elected by record holders in their Transmittal Materials.

Record holders of Company Stock whose shares are held only in book-entry form will not receive Transmittal Materials from Computershare. The book-entry shares owned by these record holders will be automatically converted into an equivalent number of shares of Bank Stock in book-entry form, and their accounts will be credited accordingly.

Assumption of Equity-Based Plans and Awards, Non-Equity Performance Incentive Plan and Awards, and Employee Benefit Plans. The Bank will assume and continue all of the Company’s restricted stock, mustperformance share, stock option and stock incentive plans and will also assume all stock- based awards that were granted by the Company and that are outstanding under those plans. As a result, each of the Company’s outstanding stock-based awards will be present,converted into similar stock-based awards that cover the same number of shares of the Bank’s Stock, and with the same terms and conditions, including the same vesting, exercisability and other restrictions, which will not be affected by the reorganization. The Bank will also assume the Company’s non-equity performance incentive plan as well as any non-equity performance awards that are outstanding or accrued under this plan. In addition, the Bank will assume all of the Company’s employee benefit plans, including retirement, profit sharing, health and welfare plans and fringe benefit arrangements for its employees.

Assumption of Change in person orControl Awards. The Bank will assume the Company’s obligations under its change in control agreements with key officers, and the key officers will continue to be subject to the obligations and restrictive covenants included in the agreements. The reorganization is not a “change in control” under these agreements. No payments will be due under those agreements as a result of the reorganization.

Management and Operations After the Reorganization. After completion of the reorganization, the business of the Bank will remain unchanged. The Bank will continue to have the same directors, with the same terms of service, after the reorganization as the Company had immediately prior thereto. Officers of the Company immediately prior to the reorganization will hold the same positions and titles with the Bank following the reorganization, and it is expected that the employees of the Bank will continue in their respective capacities. The offices and other business premises of the Bank will likewise continue to be occupied by proxy, to constitute a quorum for the transaction of business at the annual meeting.

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PROPOSAL 1: ELECTION OF DIRECTORS

Size and Tenure of Board of Directors

OurThe Amended and Restated Articles of Incorporation (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 full Board of Directors. Currently, the Board of Directors has thirteen (13) 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 70% percent of the continuingnon-executive directors on our Board have a tenure of nine years or less.

Retirement Policy

Our retirement policy for directors provides that directors’ normal retirement age is 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 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 circumstances.

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 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 CommitteeBank will consider any such resignation offer and recommendbe substantially similar to the BoardAmended and Restated Articles of Directors whetherIncorporation and Amended and Restated Bylaws of the Company as in effect immediately prior to accept it. The Boardthe time of Directorsthe reorganization. Immediately following the reorganization, the Bank will act on any such recommendationhave the same outstanding capital stock with the same rights and privileges as the outstanding capital stock of the Company immediately prior to the reorganization. Immediately after the reorganization, the Bank will have substantially the same consolidated assets, liabilities and shareholders’ equity as the Company.

After the reorganization, the Bank’s board of directors will have the same corporate governance and oversight committees, including 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 seven (7) individuals named below in the sections entitled “Class II Nominees,” “Class I Nominees” and “Class III Nominees” to serve until the annual meeting of shareholders in 2020, 2018 or 2019 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 seven (7) director nominees at the annual meeting of shareholders, the Board of Directors will consist of eleven (11) members with four (4) Class I directors, three (3) Class II directors and four (4) Class III directors.Current directors W.G. Holliman, Jr. and Robert C. Nolan will not be standing for re-election at the annual meeting.

The biographies in the table below show the name, age, principal occupation and directorships with other public 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 had the principal occupation indicated for more than five 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 nominee should serve as one of our directors.

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   Director Nominees Background and Qualifications

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4

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Continuing Directors Background and Qualifications

The biographies in the table below show the name, age, principal occupation and directorships with other public companies held by each of the continuing directors. In addition, each of the continuing directors has had the principal occupation indicated for more than five 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.

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   Voting Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT

SHAREHOLDERS VOTE “FOR” EACH OF

THE SEVEN (7) NOMINEES FOR DIRECTOR NAMED ABOVE

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CORPORATE GOVERNANCE

Role of the Board of Directors

The role of the Board of Directors is to facilitate BancorpSouth’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:

The Company discloses that members of its Board of Directors evaluate not only Committee performance but also the performance of the Board generally, on an annual basis.

Director Attendance at Board, Committee and Annual Meetings

During 2016, our Board of Directors held eight meetings. Each director attended at least 75% 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 the annual meeting of shareholders. In 2016, all of our directors attended the annual meeting of shareholders.

Committees of the Board of Directors

The Board of Directors has five standing committees – the Executive Committee, the Audit Committee, the Executive Compensation and Stock Incentive Committee, the Nominating and Corporate Governance Committee, and the Risk Management Committee. A copy of the charter of each of the Audit Committee, the Executive Compensation and Stock Incentive Committee, the Nominating and Corporate Governance Committee and the Risk Management Committee, is available on our website atwww.bancorpsouth.com on our Investor Relations webpage underas the caption “Corporate Information – Committee Charting.”Company’s board of directors had immediately prior to the reorganization, including the same committee charters and committee chairmen as were in place prior to the reorganization.

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The Bank will continue to be subject to regulation by the MDBCF and the FDIC. The Company is currently subject to regulation by the FRB; following table shows the current membership of each committeereorganization, the Bank will not be subject to FRB regulation (except such regulations as are made applicable to the Bank by law and regulations of the BoardFDIC).

Recommendation of Directors:

Executive Committee

The Executive Committee acts on behalf of the Company’s Board of Directors (page[●])

After careful consideration, the Company’s board of directors determined that the plan of reorganization and the transactions contemplated by the plan of reorganization, constituting the reorganization, are fair, advisable and in

the best interests of the Company and its shareholders and adopted the plan of reorganization. The Company’s board of directors recommends that you vote “FOR” the reorganization proposal. For the factors considered by the Company’s board of directors in reaching its decision to adopt the plan of reorganization, see “The Reorganization and Plan of Reorganization — The Company’s Reasons for the Reorganization; Recommendation of the Company’s Board of Directors” on page [●].

Special Meeting of Shareholders (page[●])

The Company will hold a special meeting of its shareholders on [●], 2017, at 9:00 a.m., local time, at the Company’s corporate headquarters, Second Floor, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. At the special meeting, shareholders will be asked to vote to approve the reorganization proposal. Shareholder approval of the reorganization proposal is required to complete the reorganization. The Company will not transact any business at the special meeting other than to conduct a shareholder vote on the reorganizational proposal, except for business properly brought before the special meeting or any adjournment or postponement thereof.

You may vote at the special meeting if you owned shares of Company Stock at the close of business on the record date, [●], 2017. On that date, there were [●] shares of Company Stock outstanding and entitled to vote at the special meeting. You may cast one vote for each share of Company Stock you owned on the record date.

Holders of at least a majority of the outstanding shares of the Company’s common stock must be present, in person or by properly executed proxy, to constitute a quorum at the special meeting. Abstentions will be counted for the purpose of determining whether a quorum is present at the special meeting. If a quorum is present, the reorganization proposal will be approved if the votes cast “FOR” the reorganization proposal exceed the sum of the votes cast “AGAINST” the reorganization proposal plus all matters concerningvotes to “ABSTAIN.”

Even if you expect to attend the managementspecial meeting, the Company recommends that you promptly complete and conduct of our business and affairs, except those matters enumeratedreturn your proxy card in the charterenclosed return envelope or vote by Internet or telephone.

Interests of the Executive Committee and those matters reserved to the Board of Directors under state law. The Executive Committee held two meetings during 2016.

Audit Committee

The Audit Committee is responsible for, among other things:

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This committee has the authority, in its sole discretion, to select, retain and obtain the advice of and terminate the 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.

This committee’s performance is evaluated annually.The Board of Directors has determined that each member of the Audit Committee is independent under the listing standards of the New York Stock Exchange. Our Board of Directors has also determined that each of Messrs. Kirk, Blass, Holliman, Hood and Mrs. Cannon is an “audit committee financial expert” as defined in rules adopted by the Securities and Exchange Commission. The Audit Committee held nine meetings during 2016.

Executive Compensation and Stock Incentive Committee

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 NamedCompany Executive Officers and determinesDirectors in the salary, benefitsReorganization (page[●])

The executive officers and directors of the Company will hold the same offices with the Bank after the reorganization as they held with the Company prior to the reorganization, and will continue to be entitled to the same compensation and equity-based and other compensation of our Named Executive Officers. After consultation with management, this committee makes recommendationsincentive awards as they were immediately prior to the Board of Directors with respect toreorganization. As such, other than their interests as Company shareholders, 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 of and terminate the 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.

This committee’s performance is evaluated annually. This committee must conduct its activities in accordance with the policies and principles set forth in our Corporate Governance Principles. On occasion, the Chief Executive Officer attends Executive Compensation and Stock Incentive Committee meetings. The Board of Directors has determined that each committee member is independent under the listing standardsdirectors of the New York Stock Exchange, applicable provisionsCompany do not have any material interests in the reorganization.

Material United States Federal Income Tax Consequences of the Reorganization (page[●])

The Company and the Bank intend that the reorganization be treated as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) for United States federal income tax purposes. It is expected that, for United States federal income tax purposes, you generally will not recognize any gain or loss with respect to the conversion of your shares of Company Stock to shares of Bank Stock in the reorganization.

You should read “Material United States Federal Income Tax Consequences of the Reorganization” on page [●] for a more complete discussion of the federal income tax consequences of the reorganization. Tax matters can be complicated and the tax consequences of the reorganization to you will depend on your particular tax situation and could vary from the general consequences described above. We strongly recommend that you consult your tax advisor to fully understand the tax consequences of the reorganization to you.

Regulatory Approvals Required for the Reorganization (page[●])

To complete the reorganization, the Company must receive the prior approval of the FDIC and the MDBCF. The applications for approval of the reorganization were filed with the FDIC on [●], 2017 and with the MDBCF on

[●], 2017. In addition, the Company and the Bank will file articles of merger with the MDBCF and the Mississippi Secretary of State, and the Company and the Bank will comply with any obligations to make filings with the SEC and the FDIC relating to the merger and reorganization under the Securities Act and the Exchange CommissionAct.

Conditions to the Reorganization (page[●])

Completion of the reorganization depends on a number of conditions being satisfied or waived, including the following:

Neither the Company nor the Bank can guarantee that the conditions to the reorganization will be satisfied or waived or that the reorganization will be completed in a timely manner or at all.

Termination of the Plan of Reorganization (page[●])

Pursuant to its terms, at any time prior to the completion of the reorganization, the plan of reorganization may be terminated and the reorganization abandoned for any reason by resolution of either of the Company’s or the Bank’s board of directors.

Description of Bank Capital Stock and Comparison of Shareholders’ Rights (page[●])

The rights of Company shareholders who become Bank shareholders as a result of the reorganization will continue to be governed by Mississippi law. After the reorganization is completed, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Bank, rather than the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company, will govern your rights as a Bank shareholder. The material differences between these organizational documents and the rights of shareholders of the Company and shareholders of the Bank, as well as a description of the Bank Stock to be issued in the reorganization, are set forth in more detail under the section “Description of Bank Capital Stock and Comparison of Shareholders’ Rights” beginning on page [●].

RISK FACTORS

By approving the reorganization, at the effective time, Company shareholders will receive Bank Stock in place of their Company Stock, and as a result, will be investing in Bank Stock . An investment in the Bank’s common stock in connection with the reorganization involves risks. The following risks and other information in this document should be carefully considered before deciding how to vote your shares. These risks may adversely affect the Bank’s financial condition, results of operations or liquidity. Many of these risks are beyond the Bank’s control, though efforts are made to manage those risks while optimizing financial results. These risks are not the only ones the Bank faces. Additional risks and uncertainties that the Bank is not aware of or that it currently deems immaterial may also materially and adversely affect its business and operation.

Because the operations of the Company are conducted through the Bank, the risks faced by the Bank are substantially the same as those faced by the Company.

For a description of such risks, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 which was filed with the SEC on February 27, 2017 and which is incorporated herein by reference. In addition, risks that are specific to the reorganization and/or the Bank are described below.

The reorganization is subject to the receipt of consents and approvals from government entities that may impose conditions that could have an adverse effect on the Bank.

Before the reorganization may be completed, various approvals or consents must be obtained from federal and state governmental entities. These governmental entities may impose conditions on the completion of the reorganization or require changes to the terms of the reorganization. Although the Company does not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the reorganization or imposing additional costs on or limiting the revenues of the Bank following the reorganization, any of which might have a material adverse effect on the Bank following the reorganization. For more information, see “The Reorganization and Plan of Reorganization – Regulatory Approvals Required for the Reorganization” beginning on page [●].

The reorganization may fail to qualify as a reorganization for federal tax purposes, resulting in your recognition of taxable gain or loss in respect of your shares of Company Stock.

The Company and the Bank intend the reorganization to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Although the Internal Revenue Service (“IRS”) will not provide a ruling on the matter, the Company will, as a condition to closing, obtain satisfactory evidence that the reorganization will constitute a “reorganization” under Code Section 368(a) for federal income tax purposes. If the reorganization fails to qualify as such a reorganization, Company shareholders generally would recognize gain or loss on each share of Company Stock surrendered in an amount equal to the difference between such shareholders’ adjusted tax basis in that share and the fair market value of one share of the Bank Stock received in exchange for that share upon completion of the reorganization.

There can be no assurance that Central Community Corporation (“CCC”) or Ouachita Bancshares Corp. (“OIB”) will agree to amend their merger agreements with the Company in order to change the consideration under such agreements from Company Stock to Bank Stock.

The Company has entered into definitive merger agreements with each of CCC and OIB pursuant to which the Company would acquire both CCC and OIB. As merger consideration in the merger with CCC, the Company agreed to issue approximately 7,250,000 shares of its common stock plus $28.5 million in cash for all of the outstanding shares of CCC’s capital stock, subject to certain conditions and potential adjustments. As merger consideration in the merger with OIB, the Company agreed to issue approximately 3,675,000 shares of its common stock plus $22.875 million in cash for all outstanding shares of OIB’s capital stock, subject to certain conditions and potential adjustments. For the most recent information regarding the status of the mergers with

CCC and OIB, see the Current Report on Form 8-K that the Company filed with the SEC on October 14, 2016 which is incorporated by reference herein.

If, as expected, the reorganization is completed before the mergers with CCC and OIB are completed, then there can be no assurance that either or both of CCC and OIB would be willing to amend their respective merger agreement to change the equity component of the merger consideration from Company Stock to Bank Stock. If either or both of CCC and OIB are unwilling to amend their merger agreement, then the Company may be unable to complete one or both of the mergers. Alternatively, the need to change the equity component of the merger consideration could lead to additional negotiation between the parties which could in turn result in a material delay in the Bank’s ability to complete one or both of the mergers. If CCC or OIB are unwilling to amend their merger agreement to accept Bank Stock instead of Company Stock or if the need to change the equity component of the merger consideration leads to additional negotiation between the parties, (i) the mergers may be significantly delayed or abandoned, (ii) the Bank may not realize the anticipated benefits and cost savings associated with each of the mergers and (iii) the Bank will have incurred a substantial amount of expenses in connection with its efforts to complete the mergers.

The Bank may need to raise additional capital in the future to continue to grow, but that capital may not be available when needed.

Federal and state bank regulators require the Bank to maintain adequate levels of capital to support operations. At June 30, 2017, the Bank’s regulatory capital ratios were at “well-capitalized” levels under regulatory guidelines. However, the Bank’s business strategy calls for continued growth in its existing banking markets (through currently operating offices, opening additional offices and making additional acquisitions) and to expand into new markets as appropriate opportunities arise. Growth in assets at rates in excess of the rate at which the Bank’s capital is increased through retained earnings will reduce its capital ratios unless it continues to increase capital through external sources. If the Bank’s capital ratios were to fall below “well-capitalized” levels, the FDIC insurance assessment rate would increase until capital is restored and maintained at a “well-capitalized” level. Additionally, should the Bank’s capital ratios fall below “well-capitalized” levels, certain funding sources could become more costly or could cease to be available to the Bank until such time as capital is restored and maintained at a “well-capitalized” level. A higher assessment rate resulting in an increase in FDIC insurance premiums, increased cost of funding or loss of funding sources could have an adverse effect on the Bank’s financial condition, results of operations and liquidity.

The Bank may need to raise additional capital in the future to provide it with sufficient capital resources and liquidity to meet its commitments and business needs. Prior to the reorganization, the Company was able to raise capital and contribute the proceeds to the Bank as its subsidiary; following the reorganization, the Bank will have no holding company on which to rely for funding. Because the Bank will be a publicly traded company, a likely source of additional funds is the capital markets, accomplished generally through the issuance of equity, including common stock, preferred stock, warrants, depository shares, stock purchase contracts or stock purchase units, and the issuance of senior debt or subordinated debt. The Bank’s ability to raise additional capital, including senior debt or subordinated debt, if needed, will depend, among other things, on conditions in the equity and/or debt markets at that time, which are outside of its control, and its financial performance. Other than common stock, any issuance of equity or debt by the Bank will require the prior approval of the MDBCF, and may be accompanied by time delays associated with obtaining such approval. If market conditions change during any time delays associated with obtaining regulatory approval, the Bank may not be able to issue equity or debt on as favorable terms as were contemplated at the time of commencement of the process, or at all.

The Bank cannot assure you that access to such external capital and liquidity sources will be available to it on acceptable terms or at all. Any occurrence that may limit its access to the capital markets, such as a decline in the confidence of our depositors or counterparties participating in the capital markets, may materially and adversely affect its capital costs and its ability to raise capital and, in turn, its liquidity. If the Bank cannot raise additional capital when needed, its ability to expand through internal growth or acquisitions or to continue operations could be impaired.

The price of the Bank’s common stock will be affected by a variety of factors, many of which are outside the Bank’s control.

Stock price volatility may make it more difficult for investors to sell shares of the Bank’s common stock at times and prices they find attractive. The Bank’s common stock price may fluctuate significantly in response to a variety of factors, including, among other things:

General market fluctuations, industry factors and general economic and political conditions and events such as economic slowdowns, expected or actual interest rate changes, credit loss trends and various other factors and events could adversely affect the price of the Bank’s common stock.

The Bank cannot guarantee that it will pay dividends to common shareholders in the future.

The Bank’s shareholders are only entitled to receive dividends on its common stock as the Bank’s board of directors may declare out of funds legally available for such payments. Although the Company has historically declared such dividends, the Bank is not required to do so and may reduce or eliminate its common stock dividend in the future. The Bank’s ability to pay dividends to its shareholders is subject to the restrictions set forth in Mississippi law, as well as by the Federal Deposit Insurance Corporation (“FDIC”). There can be no assurance that the Bank will pay dividends to its common shareholders in the future.

The Bank’s common stock trading volume may not provide adequate liquidity for investors.

Although shares of the Bank’s common stock are expected to be listed on the NYSE, the average daily trading volume in the common stock may be less than that of larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of the common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Bank has no control. Significant sales of the Bank’s common stock in a brief period of time, or the expectation of these sales, could adversely affect the liquidity of the common stock in the marketplace and/or cause a decline in the price of the common stock.

Future issuances of additional equity securities could result in dilution of existing shareholders’ equity ownership and may adversely affect the market price of the Bank’s stock.

In connection with the reorganization, the Bank will assume all of the obligations of the Company with respect to outstanding equity-based awards under the Company’s employee and director equity-based incentive plans. In the future the Bank may grant additional restricted stock awards or other equity-based awards to retain, compensate and/or motivate its employees and directors. Further, in connection with the Bank’s growth strategy,

it may in the future issue shares of its common stock to acquire additional banks, bank holding companies, and/or other businesses related to the financial services industry, as is the case with the CCC and OIB transactions. Resales of substantial amounts of common stock in the public market and the potential of such sales could adversely affect the prevailing market price of the Bank’s common stock and impair its ability to raise additional capital through the sale of equity securities. These assumed obligations and potential future issuances of the Bank’s securities may dilute the voting and economic interests of existing shareholders.

The Bank’s common stock is not an insured deposit.

Shares of the Bank’s common stock are not a bank deposit and, therefore, losses in value are not insured by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in shares of the Bank’s common stock is inherently risky for the reasons described in this “Risk Factors” section of this proxy statement/offering circular and in the section captioned “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 which was filed with the SEC on February 27, 2017, and is subject to the same market forces and investment risks that affect the price of common stock in any other publicly traded company, including the possible loss of some or all principal invested.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/offering circular may not be based upon historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “foresee,” “hope,” “intend,” “may,” “might,” “plan,” “will,” or “would” or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, but are not limited to, statements about the financial condition, results of operations and business of the Company and the Bank; the benefits of the reorganization, including future financial and operating results and cost savings that may be realized from the reorganization; the respective plans, objectives, expectations and intentions of the Company or the Bank; and other statements that are not historical facts. These forward-looking statements are based on current beliefs and expectations of the parties’ management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the parties’ control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, including the risks and uncertainties listed in “Risk Factors” beginning on page [●] of this proxy statement/offering circular, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

All subsequent written and oral forward-looking statements concerning the reorganization or other matters attributable to either the Company or the Bank or any person acting on the Company’s or the Bank’s behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements speak only as of the date that they were made, and, except as required by law, neither the Company nor the Bank undertakes any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this proxy statement/offering circular.

SPECIAL MEETING OF SHAREHOLDERS

The Company is mailing this proxy statement/offering circular to you, as a shareholder of the Company, on or about [●], 2017. With this document, the Company is sending you a notice of the Company’s special meeting of shareholders and a form of proxy that is solicited by the Company’s board of directors. The special meeting will be held on [●], 2017 at 9:00 a.m., local time, at the Company’s corporate headquarters, Second Floor, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804.

Matter to be Considered

At the special meeting, shareholders will be asked to approve a proposal to approve the plan of reorganization, which is referred to as the “reorganization proposal.”

Proxy Card, Revocation of Proxy

You should complete and return the proxy card accompanying this document to ensure that your vote is counted at the special meeting of shareholders, regardless of whether you plan to attend. If you are the record holder of your Company shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker in “street name,” you should follow the instructions you receive from your broker in order to direct your broker how to vote and you should also follow the instructions of your broker regarding revocation of proxies.

All shares represented by valid proxies that are not revoked will be voted in accordance with your instructions on the proxy card. If you sign your proxy card, but make no specification on the card as to how you want your shares voted, your proxy card will be voted “FOR” approval of the reorganization proposal. The board of directors is presently unaware of any other matter that may be presented for action at the special meeting of shareholders. If any other matter does properly come before the special meeting, the board of directors intends that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

Solicitation of Proxies

The solicitation of proxies is being made by the Company primarily by mail, but may also be made in person or by telephone, facsimile or email, by certain of our directors, officers and employees. No additional compensation will be paid to those individuals for any such services. 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 this proxy material to the beneficial owners of such shares.

Record Date

The close of business on [●], 2017 has been fixed as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the special meeting of shareholders. As of the close of business on the record date, [●] shares of the Company’s common stock were issued and outstanding and entitled to vote at the special meeting.

Quorum Requirement, Required Votes and Counting of Votes

Holders of at least a majority of the outstanding shares of the Company’s common stock must be present, in person or by properly executed proxy, to constitute a quorum at the special meeting. Abstentions will be counted for the purpose of determining whether a quorum is present at the special meeting.

If a quorum is present, the reorganization proposal will be approved if the votes cast “FOR” the reorganization proposal exceed the sum of the votes cast “AGAINST” the reorganization proposal plus all votes to “ABSTAIN.”

Votes will be counted by the inspector of election appointed for the special meeting.

Reorganization Proposal

As discussed throughout this proxy statement/offering circular, the Company is asking its shareholders to approve the reorganization proposal. Holders of Company Stock should carefully read this document in its entirety for more detailed information concerning the proposed reorganization. In particular, holders of Company Stock are directed to the plan of reorganization, a copy of which is attached asAppendix A to this document and incorporated into this document by reference.

The Company’s board of directors has determined that the plan of reorganization and the transactions contemplated by the plan of reorganization, including the reorganization, are fair, advisable and in the best interests of the Company and its shareholders, and has adopted the plan of reorganization and the transactions contemplated by the plan of reorganization.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE REORGANIZATION PROPOSAL.

Other Matters to Come Before the Special Meeting

No other matters are intended to be brought before the special meeting by the Company, and the Company does not know of any matters to be brought before the special meeting by others. If, however, any other matters properly come before the special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their best judgment on any such matter.

THE REORGANIZATION AND PLAN OF REORGANIZATION

The description of the reorganization and the plan of reorganization contained in this proxy statement/offering circular describes what we believe are the material effects of the reorganization and the material terms of the plan of reorganization. This summary description, however, is qualified in its entirety by reference to the plan of reorganization, which is attached to this proxy statement/offering circular asAppendix A and incorporated herein by reference.

General

The plan of reorganization provides for the merger of the Company with and into the Bank, with the Company’s separate corporate existence ceasing at the effective time of the reorganization, and the Bank continuing as the surviving corporation. If the Company’s shareholders approve the plan of reorganization at the special meeting, and if the required regulatory approvals are obtained and the other conditions to the parties’ obligations to effect the reorganization are met or waived (to the extent permitted by law), we anticipate that the reorganization will be completed late in third quarter or in the fourth quarter of 2017, although neither the Company nor the Bank can provide any assurances that the reorganization will close timely or at all.

The Company’s Reasons for the Reorganization; Recommendation of the Company’s Board of Directors

The Company’s board of directors believes that the reorganization, on the terms and conditions set forth in the plan of reorganization, is fair, advisable and in the best interests of the Company and its shareholders. Accordingly, the Company’s board of directors has adopted the plan of reorganization and the transactions contemplated thereby, including the reorganization, and unanimously recommends that the Company’s shareholders vote “FOR” approval of the plan of reorganization and the transactions contemplated thereby.

The Company’s board of directors, prior to and in reaching its decision to adopt the plan of reorganization and the transactions contemplated thereby and to recommend that the Company’s shareholders approve the plan of reorganization and the transactions contemplated thereby, consulted with the Company’s management and advisors and considered a variety of potential positive factors, potential risks and potential negative factors relating to the reorganization, including, without limitation or in any particular order of importance, the following:

The Board considered the consequences of the reorganization under the regulatory scheme described above and concluded that the bank regulatory requirements applicable to the Bank following the reorganization would not materially restrict future business activity which the Bank is likely to pursue.

The foregoing discussion of the factors considered by the Company’s board of directors is not intended to be exhaustive, but rather a summary of the material factors considered by the board of directors. In reaching its decision to approve and adopt the plan of reorganization, the board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board of directors considered the various factors as a whole, including discussions with, and questioning of, management and the Company’s advisors, and overall considered the factors to be favorable to, and to support, its determination.

The foregoing discussion of the information and factors considered by the board of directors is forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Note Regarding Forward-Looking Statements” on page [●].

Effects of the Reorganization

Conversion of Company Stock into Right to Receive Bank Stock. Immediately after the effective time of the reorganization, each share of Company Stock outstanding immediately prior to the effective time of the reorganization will be automatically converted into the right to receive one share of Bank Stock. Any fraction of a share of Company Stock will also be automatically converted into the right to receive the same fraction of a share of Bank Stock. Accordingly, following the completion of the reorganization, shares of Bank Stock will be owned directly by the Company’s shareholders in the same proportion as their ownership of shares of Company Stock immediately prior to the reorganization.

Procedures to Receive Bank Stock. After the completion of the reorganization, Computershare, Inc. will mail Transmittal Materials to those record holders of Company Stock whose shares are represented either in whole or in part by a Company Certificate or Company Certificates. The Transmittal Materials will describe how these record holders may submit to Computershare their Company Certificates. Company shareholders holding Company Certificates must deliver to Computershare properly completed and executed Transmittal Materials, including any Company Certificates, to receive a certificate representing an equivalent number of shares of Bank Stock or shares of Bank Stock in book-entry form. Upon the receipt of such properly completed and executed Transmittal Materials, including any Company Certificates, Computershare will issue to these record holders a certificate representing an equivalent number of shares of Bank Stock or will credit the accounts of these record holders with an equivalent number of shares of Bank Stock in book-entry form, as elected by record holders in their Transmittal Materials.

Record holders of Company Stock whose shares are held only in book-entry form will not receive Transmittal Materials from Computershare. The book-entry shares owned by these record holders will be automatically converted into an equivalent number of shares of Bank Stock in book-entry form, and their accounts will be credited accordingly.

Assumption of Equity-Based Plans and Awards, Non-Equity Performance Incentive Plan and Awards, and Employee Benefit Plans. The Bank will assume and continue all of the Company’s restricted stock, performance share, stock option and stock incentive plans and will also assume all stock- based awards that were granted by the Company and that are outstanding under those plans. As a result, each of the Company’s outstanding stock-based awards will be converted into similar stock-based awards that cover the same number of shares of the

Bank’s Stock, and with the same terms and conditions, including the same vesting, exercisability and other restrictions, which will not be affected by the reorganization. The Bank will also assume the Company’s non-equity performance incentive plan as well as any non-equity performance awards that are outstanding or accrued under this plan. In addition, the Bank will assume all of the Company’s employee benefit plans, including retirement, profit sharing, health and welfare plans and fringe benefit arrangements for its employees.

Assumption of Change in Control Awards. The Bank will assume the Company’s obligations under its change in control agreements with key officers, and the key officers will continue to be subject to the obligations and restrictive covenants included in the agreements. The reorganization is not a “change in control” under these agreements. No payments will be due under those agreements as a result of the reorganization.

Management and Operations After the Reorganization. After completion of the reorganization, the business of the Bank will remain unchanged. The Bank and the Company currently have the same directors, and it is expected that the Bank will continue to have the same directors, with the same terms of service, after the reorganization as the Company had immediately prior thereto. Officers of the Company immediately prior to the reorganization will hold the same positions and titles with the Bank following the reorganization. The offices and other business premises of the Bank will likewise continue to be occupied by the Bank, and the Bank will assume all of the contractual obligations of the Company.

The articles of incorporation and bylaws of the Bank are substantially similar to the articles of incorporation and bylaws of the Company as in effect immediately prior to the time of the reorganization. Immediately following the reorganization, the Bank will have the same outstanding capital stock with the same rights and privileges as the outstanding capital stock of the Company immediately prior to the reorganization. Immediately after the reorganization, the Bank will have substantially the same consolidated assets, liabilities and shareholders’ equity as the Company.

After the reorganization, the Bank’s board of directors will have the same corporate governance and oversight committees, including the Nominating and Corporate Governance Committee, the Audit Committee, the Executive Compensation and Stock Incentive Committee, held four meetings during 2016.

Nominating and Corporate Governancethe Risk Management Committee, as the Company’s board of directors had immediately prior to the reorganization, including the same committee charters and committee chairmen as were in place prior to the reorganization.

The NominatingBank will continue to be subject to regulation by the MDBCF and Corporate Governance Committee identifiesby the FDIC, whereas the Company is not itself directly subject to any bank regulatory requirements. Accordingly, (i) the Bank will be restricted in its ability to engage in certain types of activities that are not incidental or closely related to banking which the Company presently may engage in, (ii) certain transactions by the Bank will be subject to regulatory review or approval, including but not limited to increases or reductions in authorized shares of stock, issuance of preferred stock, issuance or retirement of debt instruments, reduction in the amount or retirement of any part of its common or preferred stock, changes of control, merger transactions with other depository institutions or bank holding companies, and recommendscertain types of activities that are incidental or closely related to banking, and (iii) the Bank’s operations and activities must conform to and comply with standards of safety and soundness as required by Mississippi and federal law and regulations. The Company is currently subject to regulation by the FRB; following the reorganization, the Bank will not be subject to FRB regulation (except such regulations as are made applicable to the Bank by law and regulations of the FDIC).

Pursuant to Section 3(a)(2) of the Securities Act, securities issued by the Bank, including the common stock to be issued in connection with the reorganization, are exempt from registration under the Securities Act. Following the reorganization, the Bank’s common stock will be registered under the Exchange Act, which vests the FDIC with the power to administer and enforce certain sections of the Exchange Act applicable to banks. Following the reorganization, the Bank will not be required to file periodic or current reports or other materials with the SEC but will be required to file such periodic and current reports and other materials required under the Exchange Act with the FDIC. Among other things, the Bank will file annual, quarterly and current reports on Forms 10-K, 10-Q

and 8-K with the FDIC and the NYSE, and the Bank’s executive officers, directors and certain shareholders will be subject to the reporting requirements and prohibition on short-swing profits under Section 16 of the Exchange Act. In connection with the reorganization and the registration of the Bank’s common stock under the Exchange Act, an application will be made to the SEC to de-register the Company’s common stock.

Interests of Company Executive Officers and Directors in the Reorganization

The executive officers and directors of the Company will hold the same offices with the Bank after the reorganization as they held with the Company prior to the reorganization, and will continue to be entitled to the same compensation and equity-based and other incentive awards as they held immediately prior to the reorganization. As such, other than their interest as Company shareholders, the executive officers and directors of the Company do not have any material interests created by or arising from the reorganization.

Conditions to the Reorganization

The respective obligations of the Company and the Bank to complete the reorganization are subject to various conditions prior to the reorganization. The conditions include the following:

The parties may waive conditions to their obligations, if permitted by law. Shareholder approval and regulatory approvals may not be legally waived.

Termination; Amendment

Pursuant to its terms, at any time prior to the completion of the reorganization, the plan of reorganization may be terminated and the reorganization abandoned for any reason by resolution of either of the Company’s or the Bank’s board of directors. The plan of reorganization may be amended or modified at any time, whether before or after its approval by the Company’s shareholders, by mutual agreement as authorized by the Company’s and the Bank’s boards of directors, except that, without prior Company shareholder approval, no amendment may be made after the special meeting that changes the amount or kind of shares the Company shareholders will receive under the plan of reorganization or that changes any of the other terms of plan of reorganization if the change would adversely affect such shareholders in any material respect.

Effect of Termination

If the plan of reorganization is terminated, it will become void and have no effect and the parties will be relieved of all obligations and liabilities thereunder.

Effective Time of the Reorganization

The parties expect that the reorganization will be completed late in the third quarter or in the fourth quarter of 2017, or as soon as possible after the receipt of all regulatory and shareholder approvals, the expiration of all

regulatory waiting periods and the satisfaction or waiver of all other conditions to the completion of the reorganization. The reorganization will be legally completed by the filing of articles of merger with the MDBCF and the Mississippi Secretary of State. Neither the Company nor the Bank can provide any assurances, however, that the reorganization will close timely or at all.

Regulatory Approvals Required for the Reorganization

General

The Company will use commercially reasonable efforts to obtain all permits, consents, approvals and authorizations of all third parties and governmental authorities that are necessary or advisable to complete the reorganization. This includes the approval of the FDIC and the MDBCF. The applications seeking approval from the FDIC and MDBCF were submitted by the Company and the Bank on August 4, 2017. The Company cannot provide assurance that such approval will be obtained or that there will not be any litigation challenging such approval.

The Company is not aware of any material governmental approvals or actions that are required prior to the reorganization other than those described below. The Company presently contemplates that it will seek any additional governmental approvals or actions that may be required; however, it cannot provide assurance that it will obtain any such additional approvals or actions.

FDIC

The Bank Merger Act of 1960, as amended requires the prior written approval of the FDIC before any insured depository institution may merge or consolidate with any noninsured bank or institution. The Bank Merger Act prohibits the FDIC from approving any proposed merger transaction that would result in a monopoly, or would further a combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States. Similarly, the Bank Merger Act prohibits the FDIC from approving a proposed merger transaction the effects of which in any section of the country may be substantially to lessen competition, or tend to create a monopoly, or which in any other manner would be in restraint of trade, unless the FDIC finds that the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served.

In every proposed merger transaction, the FDIC must also consider the financial and managerial resources and future prospects of the existing and proposed institutions, the convenience and needs of the community to be served, and the risk to the stability of the U.S. banking or financial system. In addition, the FDIC must consider the effectiveness of each insured depository institution involved in the proposed merger transaction in combatting money-laundering activities, including in overseas branches. Under the Community Reinvestment Act of 1977, the FDIC also must take into account the record of performance of each bank in meeting the credit needs of the entire community, including low and moderate-income neighborhoods, served by each bank.

Applicable regulations require publication of notice of an application for approval of a merger and an opportunity for the public to comment on the application in writing. Any merger approved by the FDIC may not be completed until 30 days after such approval, during which time the U.S. Department of Justice may challenge such transaction on antitrust grounds and seek divesture of certain assets and liabilities. With the approval of the FDIC and the U.S. Department of Justice, the waiting period may be reduced to 15 days.

MDBCF Approval

The reorganization is subject to the approval of the Mississippi Bank Commissioner and the Mississippi State Board nomineesof Banking Review after the Bank has filed a certificate of conversion (and related attachments, such as the articles of incorporation of the Bank), such as with the Mississippi Bank Commissioner, and the

Commissioner has presented her findings and recommendations to the Mississippi State Board of Banking Review for consideration, as prescribed by the Miss. Code Ann. Section 81-5-85. Upon approval by the Mississippi State Board of Banking Review, the Mississippi Bank Commissioner shall issue a certificate of authority to the applicant allowing the conversion to proceed.

Accounting Treatment

For accounting purposes, the reorganization will be treated as a combination of related interests. The capitalization, assets, liabilities, income and financial statements of the Bank immediately following the reorganization will be substantially the same as the consolidated capitalization, assets, liabilities, income and financial statements of the Company immediately prior to the reorganization, all of which will be shown on the Bank’s books at their historical recorded values.

Resale of Bank Stock

It is expected that the shares of Bank Stock to be issued to shareholders of the Company under the plan of reorganization will be listed on the NYSE and freely tradable by such shareholders without restriction.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION

The following discussion describes the material U.S. federal income tax consequences of the reorganization to U.S. holders (as defined below) of Company Stock. The following discussion is based upon the Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. This discussion does not address the tax consequences to the Company or the Bank of the reorganization, nor does it address U.S. federal taxes other than income taxes (such as gift or estate tax liability or the alternative minimum tax), state, local or non-U.S. taxes or the Medicare tax on “net investment income.”

The reorganization is intended to qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. However, the Company and the Bank have not sought and will not seek any ruling from the IRS regarding any matters relating to the reorganization and, as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner that is: an individual citizen or resident of the United States; a corporation (or other entity taxable as a corporation for U.S. federal income-tax purposes) created or organized under the laws of the United States or any of its political subdivisions; a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or an estate that is subject to U.S. federal income taxation on its income regardless of its source.

This discussion regarding the U.S. federal income tax consequences of the reorganization addresses only those holders of Company Stock that hold their Company Stock as a capital asset within the meaning of Section 1221 of the Code, and does not address all the U.S. federal income-tax consequences that may be relevant to particular holders of Company Stock in light of their individual circumstances or to holders of Company Stock that are subject to special rules, including but not limited to:

If a partnership (or other entity that is taxed as a partnership for U.S. federal income tax purposes) holds Company Stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in partnerships that hold Company Stock should consult their tax advisors about the tax consequences of the reorganization to them.

The actual tax consequences of the reorganization to you may be complex and will depend on your specific situation and on factors that are not within the control of the Company or the Bank. You should consult your tax advisor as to the tax consequences of the reorganization in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. and other tax laws and of changes in those laws.

Tax Consequences of the Reorganization Generally

The reorganization is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming such tax treatment and subject to the limitations and qualifications described herein, the material U.S. federal income tax consequences of the reorganization to a U.S. holder of Company Stock will be as follows:

If a U.S. holder of Company Stock acquired different blocks of Company Stock at different times or at different prices, such U.S. holder’s basis and holding period in the Bank Stock received in the reorganization will be determined separately with respect to each block of Company Stock held, and the shares of Bank Stock received will be allocated pro rata to each such block of stock. A block generally consists of shares acquired at the same cost in a single transaction. U.S. holders should consult their tax advisors with regard to identifying the bases or holding periods of the particular shares of Bank Stock received in the reorganization.

Character and Treatment of Recognized Gain or Loss

To the extent that any gain or loss is recognized by a U.S. holder, such gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the closing date of the reorganization, the holder’s holding period for the relevant shares is greater than one year. For U.S. holders of Company Stock that are non-corporate U.S. holders, long-term capital gain generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

Payments of cash to a U.S. holder of Company Stock pursuant to the reorganization, if any, may, under certain circumstances, be subject to information reporting and backup withholding unless the U.S. holder provides proof of an applicable exemption or, in the case of backup withholding, furnishes its correct taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability provided that U.S. federal income tax returns are timely and correctly filed with the IRS.

A U.S. holder of Company Stock who receives Bank Stock as a result of the reorganization will be required to retain records pertaining to the reorganization. Each U.S. holder of Company Stock who is required to file a U.S. federal income tax return and who is a “significant holder” that receives Bank Stock in the reorganization will be required to file a statement with such U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth information regarding the parties to the reorganization, the date of the reorganization, such holder’s basis in the Company Stock surrendered and the fair market value of Bank Stock and cash received in the reorganization. A “significant holder” is a holder of Company Stock who, immediately before the reorganization, owned at least 5% of the outstanding capital stock of the Company.

This discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any non-U.S., state or local tax consequences of the reorganization. Tax matters are very complicated, and the tax consequences of the reorganization to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local or non-U.S. income or other tax consequences to you of the reorganization.

DESCRIPTION OF BANK CAPITAL STOCK AND COMPARISON OF SHAREHOLDERS’ RIGHTS

The following summary description of the material features of the capital stock of the Company is qualified in its entirety by reference to the applicable provisions of Mississippi law and by the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. The description of Company Stock contained in the Company’s Registration Statement on Form 8-A dated May 14, 1997, including any subsequently filed amendments and reports updating such description, is incorporated herein by reference.

As a result of the reorganization, Company shareholders will become shareholders of the Bank. The rights of shareholders of the Bank are governed by Mississippi law, certain federal laws governing banks and the Bank’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. This description and comparison of Bank capital stock and shareholder rights assumes that the Bank’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are approved by the MDBCF and are accepted for filing by the Mississippi Secretary of State. We urge you to read the applicable provisions of the Bank’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws carefully and in their entirety. Copies of the Company’s governing documents have been filed with the SEC and copies of the Bank’s governing documents will be filed with the FDIC. Copies of the Company’s and the Bank’s governing documents will be sent to holders of shares of Company Stock upon written request.

Authorized and Outstanding Capital Stock

The authorized capital stock of both the Company and the Bank consists of 500,000,000 shares of common stock, $2.50 par value per share, and 500,000,000 shares of preferred stock, $0.01 par value per share. As of the record date of the special meeting, [●], 2017, the Company had [●] shares of Company Stock issued and outstanding held by approximately [●] holders of record, and the Bank had one share of Bank Stock issued and outstanding, all of which were owned by the Company. As of [●], 2017, the Bank had no outstanding options or restricted stock awards. As of the date of this Proxy Statement/Prospectus, neither the Company nor the Bank had any shares of preferred stock outstanding.

Under Mississippi law, the authorization, and issuance in certain cases, of capital stock by the Bank will require the prior approval of the Commissioner of the MDBCF. In contrast to the Bank, the Company may authorize and issue shares of capital stock without obtaining the prior approval of the Commissioner. The offer and sale of capital stock of the Company is subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”); conversely, offers and sales of capital stock of the Bank are exempt from those registration requirements.

Common Stock

General. Each share of Company Stock and Bank Stock has the same relative rights as, and is identical in all respects to, each other share of Company Stock and Bank Stock, respectively. Company Stock currently is, and Bank Stock is currently expected to be, traded on the NYSE under the symbol “BXS.” The transfer agent for Company Stock is, and the transfer agent for Bank Stock will be, Computershare which has its principal office at 250 Royall Street, Canton, Massachusetts 02021.

Dividends. The Company’s shareholders are entitled to receive dividends or distributions that its board of directors may declare out of funds legally available for those payments. The payment of distributions by the Company is subject to the restrictions of Mississippi law applicable to the declaration of distributions by a Mississippi corporation. Under Mississippi law, the Bank is required to obtain the written approval of the Commissioner of Banking and Consumer Finance before it can declare or pay any dividend on its common stock.

Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company or the Bank, the holders of shares of their common stock will be entitled to receive, after payment of all debts and liabilities of the

Company or the Bank, as applicable, and after satisfaction of all liquidation preferences applicable to any preferred stock, all remaining assets of the Company or the Bank, as applicable, available for distribution in cash or in kind.

Voting Rights. The holders of Company Stock and Bank Stock are entitled to one vote per share and, in general, a majority of votes cast with respect to a matter is sufficient to authorize action upon routine matters. Directors are elected by a plurality of the votes cast, and shareholders do not have the right to accumulate their votes in the election of directors.

Directors and Classes of Directors. The Company’s and the Bank’s boards of directors is divided into three classes, apportioned as evenly as possible, with directors serving staggered three-year terms. Currently, the Company board consists of 11 directors. The Amended and Restated Articles of Incorporation of Company provide that any director may be removed for cause by the affirmative vote of a majority of the entire Board of Directors of Company or by affirmative vote of the holders of not less than a majority of the voting stock of Company. The Amended and Restated Articles of Incorporation of the Bank provide that a director may be removed for cause by the affirmative vote of a majority of the entire Board of Directors of the Bank or by the affirmative vote of a majority of the shareholders of the Bank. The Company and the Bank both provide that shareholders may remove a director without cause by an affirmative vote of the holders of not less than sixty-seven (67%) of the outstanding voting stock. The Amended and Restated Articles of Incorporation of the Company limit “cause” to final conviction of a felony, unsound mind, adjudication of bankruptcy, nonacceptance of office or prejudicial to the interest of the Company. The Amended and Restated Articles of Incorporation for the Bank provide that “cause” means the final conviction of a felony, unsound mind, conduct prejudicial to the interest of the Bank, or suspension and/or temporary prohibition from participating in the affairs of the Bank by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act or other similar law or regulation.

No Preemptive Rights; Redemption and Assessment. Holders of shares of Company Stock and Bank Stock are not entitled to preemptive rights with respect to any shares that may be issued. Shares of Company Stock and Bank Stock are not subject to redemption or any sinking fund, and the outstanding shares are duly authorized, validly issued, fully paid and nonassessable.

Preferred Stock

The board of directors of the Company is empowered to authorize the issuance, in one or more series, of shares of preferred stock at such times, for such purposes and for such consideration as it may deem advisable without shareholder approval. The Company board is also authorized to fix the designations, voting, conversion, preference and other relative rights, qualifications and limitations of any such series of preferred stock.

The Company board of directors, without shareholder approval, may authorize the issuance of one or more series of preferred stock with voting and conversion rights which could adversely affect the voting power of the holders of Company Stock and, under certain circumstances, discourage an attempt by others to gain control of the Company.

The creation and issuance of any series of preferred stock, and the relative rights, designations and preferences of such series, if and when established, will depend upon, among other things, the future capital needs of the Company, then existing market conditions and other factors that, in the judgment of the Company board, might warrant the issuance of preferred stock.

The Bank may, with the approval of the Mississippi Comptroller, and by a vote of stockholders owning a majority of the stock of the Bank, pursuant to action taken by its boards of directors, issue preferred stock of one or more classes in such amount and with such par value as shall be approved by the said Comptroller, and may make such amendments to its articles of incorporation as may be necessary for this purpose.

The holders of such preferred stock shall be entitled to receive such cumulative dividends at a stipulated rate and shall have such voting and conversion rights and such control of management, and such stock shall be subject to retirement in such manner and upon such conditions as may be provided in the articles of incorporation, with the approval of the state comptroller. The holders of such preferred stock shall not be held individually responsible as such holders for any debts, contracts or engagements of the Bank, and shall not be liable for assessments to restore impairments in the capital of the Bank as provided by law with reference to the holders of common stock.

No dividend shall be declared or paid on common stock until the cumulated dividends on the preferred stock shall have been paid in full; and, if the Bank is placed in either voluntary or involuntary liquidation, no payment shall be made to the holders of the common stock until the owners of the preferred stock shall have been paid in full the par value of such preferred stock plus all accumulated dividends.

Liability and Indemnification of Directors and Officers

As permitted by the MBCA, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company and the Bank each contain provisions that indemnify their directors and officers to the full extent permitted by Mississippi law and eliminate the personal liability of directors and officers for monetary damages to the Company, the Bank or their shareholders for breach of their fiduciary duties, except to the extent such indemnification or elimination of liability is prohibited by Mississippi law. These provisions do not limit or eliminate the rights of the Company, the Bank or any shareholder to seek an injunction or any other non-monetary relief in the event of a breach of a director’s or officer’s fiduciary duty. In addition, these provisions apply only to claims against a director or officer arising out of his role as a director or officer and do not relieve a director or officer from liability if he engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

In addition, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company and the Bank provide for the indemnification of both directors and officers for expenses incurred by them in connection with the defense or settlement of claims asserted against them in their capacities as directors and officers. This right of indemnification extends to judgments or penalties assessed against them. The Company and the Bank have limited its exposure to liability for indemnification of directors and officers by purchasing directors’ and officers’ liability insurance coverage.

The Bank Stock is Not Insured by the FDIC

Bank Stock is not a deposit or a savings account and is not insured or guaranteed by the FDIC or any other government agency.

COMPARATIVE RIGHTS OF SHAREHOLDERS

The Company and the Bank are Mississippi corporations subject to the provision of the MBCA. The rights of shareholders of the Company and the Bank are governed by their respective Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. Upon completion of the reorganization, Company shareholders will become shareholders of the Bank and as such, their shareholder rights will be governed by the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Bank and will continue to be governed by the MBCA.

The following is a summary of the material differences in the rights of shareholders of the Company and the Bank, but it is not a complete statement of all those differences. Shareholders should read carefully the relevant provisions of the MBCA and the respective Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company and the Bank. This summary is qualified in its entirety by reference to the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company and the Bank and to the provisions of the MBCA.

Authorized Capital Stock

The Bank is authorized to issue (i) five hundred million (500,000,000) shares of common stock, all one class having a par value of $2.50 per share, and (ii) five hundred million (500,000,000) shares of preferred stock, having a par value of $0.01 per share. The Company is authorized to issue the same number of shares of common stock and preferred stock as the Bank. Both the Company’s and the Bank’s boards of directors are granted identical authority to issue one or more series of preferred stock.

Dividend Rights

The holders of Company Stock and Bank Stock are entitled to share ratably in dividends when and as declared by their respective boards of directors out of funds legally available therefor. The Bank’s Amended and Restated Bylaws provide that they may be subject to certain limitations prescribed by applicable law and regulations, including but not limited to, no dividends shall be paid to holders of Bank Stock unless the Bank has received written approval by the Commissioner of Banking and Consumer Finance.

Voting Rights

The holders of both Company Stock and Bank Stock entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the shareholders. No shareholder will be allowed to vote at any meeting, either in person or by proxy, unless he or she is a shareholder of record.

Directors and Classes of Directors

Both the boards of directors of the Company and the Bank are divided into three (3) classes of as nearly equal size as possible, with directors serving staggered three-year (3) terms. The number of directors may consist of not less than nine (9) nor more than fifteen (15), the exact number to be fixed and determined from time to time by resolution of a majority of the entire board of directors.

Anti-takeover Provisions

Certain provision of the MBCA and the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company and the Bank may discourage attempts to acquire control of the Company and the Bank, respectively, that the majority of either company’s shareholders may determine was in their best interest. The provisions also may render the removal of one or all directors more difficult or deter or delay corporate changes of control that the Company and Bank boards do not approve.

Classified Board of Directors

The provisions of the Amended and Restated Articles of Incorporation of the Company and the Bank providing for classification of their respective boards of directors into three (3) separate classes may have certain anti-takeover effects. For example, at least two (2) annual meetings of shareholders may be required for the shareholders to replace a majority of the directors serving on each company’s board of directors.

Authorized Preferred Stock

The Amended and Restated Articles of Incorporation of the Company and the Bank authorize the issuance of preferred stock. The Company and Bank boards may, subject to application of Mississippi law and federal banking regulations, authorize the issuance of preferred stock at such times, for such purposes and for such consideration as either board may deem advisable without further shareholder approval. The issuance of preferred stock under certain circumstances may have the effect of discouraging an attempt by a third party to acquire control of the Company and the Bank by, for example, authorizing the issuance of a series of preferred stock with rights and preferences designed to impede the proposed transaction.

Removal of Directors

The Company’s and the Bank’s boards of directors is divided into three classes, apportioned as evenly as possible, with directors serving staggered three-year terms. Currently, the Company board consists of eleven directors. The Amended and Restated Articles of Incorporation of the Company provide that any director may be removed for cause by the affirmative vote of a majority of the entire Board of Directors of the Company or by affirmative vote of the holders of not less than a majority of the voting stock of the Company. The Amended and Restated Articles of Incorporation of the Bank provide that a director may be removed for cause by the affirmative vote of a majority of the entire Board of Directors of the Bank or by the affirmative vote of a majority of the shareholders of the Bank. The Company and the Bank both provide that shareholders may remove a director without cause by an affirmative vote of the holders of not less than sixty-seven (67%) of the outstanding voting stock.

The Amended and Restated Articles of Incorporation of the Company limit “cause” to final conviction of a felony, unsound mind, adjudication of bankruptcy, nonacceptance of office or prejudicial to the interest of the Company. The Amended and Restated Articles of Incorporation of the Bank provide that “cause” means the final conviction of a felony, unsound mind, conduct prejudicial to the interest of the Bank, or suspension and/or temporary prohibition from participating in the affairs of the Bank by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act or other similar law or regulation.

Special Meetings of Shareholders

The Amended and Restated Articles of Incorporation of the Company provide that special meetings of the shareholders may be called by the Chief Executive Officer or the Secretary, or the holders of not less than twenty (20%) of all the shares entitled to vote at such meeting.

The Amended and Restated Articles of Incorporation of the Bank provide that special meetings of the shareholders, unless otherwise required by law, may be called at any time by the Chairman, Chief Executive Officer or Secretary and shall be called by the Chairman, Chief Executive Officer or Secretary at the request in writing of a majority of the Bank’s board of directors or of shareholders owning not less than twenty percent (20%) of all the shares of capital stock of the Bank issued and outstanding and entitled to vote at such meeting. Further, such written request must state the purpose or purposes for which the meeting is called and the person or person calling the meeting.

For both the Company and the Bank, a majority of the shares entitled to vote shall constitute a quorum for the transaction of any business at a special shareholders’ meeting.

Approval of Certain Transactions

The Amended and Restated Articles of Incorporation of the Company and the Bank require an affirmative vote of the holders of not less than eighty percent (80%) of the outstanding voting stock in the event that the boards of directors do not recommend to the shareholders a vote in favor of (a) a merger or consolidation with, or (b) a sale, exchange or lease of all or substantially all of the assets to, any person or entity.

Shareholder Nominations and Proposals

The Amended and Restated Bylaws of the Company require a shareholder who intends to nominate a candidate for election to the Boardboard of directors, or to raise new business at a shareholder meeting, to deliver timely written notice of such business to the Secretary of the Company not earlier than the date which is one hundred twenty (120) calendar days nor later than the date which is ninety (90) calendar days before the first anniversary of the date on which the Company first mailed its proxy statement to shareholders in connection with the prior year’s annual meeting of shareholders. However, if the Company did not hold an annual meeting during the previous year, or if the date of the applicable year’s annual meeting has been changed by more than thirty (30) calendar days from the first anniversary of the date of the previous year’s annual meeting, then a shareholder’s notice must be received by the Secretary not earlier than the date which is one hundred twenty (120) calendar days before the date on which the Company first mailed its proxy statement to shareholders in connection with the applicable year’s annual meeting and candidatesnot later than the date of the later to occur of (i) ninety (90) calendar days before the date on which the Company first mailed its proxy statement to shareholders in connection with the applicable year’s annual meeting of shareholders or (ii) ten (10) calendar days after the Company’s first public announcement of the date of the applicable year’s annual meeting of shareholders. The Amended and Restated Bylaws of the Bank contain an identical provision relating to the timing and mechanics of shareholder nomination and proposals.

The notice provisions in the Amended and Restated Bylaws of the Company and the Bank require each corporations’ shareholders who desire to raise new business to provide certain information to the corporation concerning the nature of the new business, the shareholder and the shareholder’s interest in the business matter. Similarly, a shareholder wishing to nominate any person for appointmentelection as a director must provide the corporation with certain information concerning the nominee and the proposing shareholder. Such requirements may discourage each corporation’s shareholders from submitting nomination and proposals.

Amendments to Board committees consistent with criteriaArticles of Incorporation and Bylaws

The Amended and Restated Bylaws of the Company provide that, unless otherwise required by the Amended and Restated Articles of Incorporation of the Company or a bylaw adopted by the shareholders or by law, the Amended and Restated Bylaws may be altered, amended or repealed and new bylaws may be adopted by the board of directors at any regular or special meeting of the board of directors.

The Amended and Restated Bylaws of the Bank provide that the board of directors may amend or repeal the Amended and Restated Bylaws, unless (i) the Amended and Restated Articles of Incorporation or applicable law reserves this power exclusively to shareholders in whole or in part; or (ii) the shareholders, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw. Shareholders may amend or repeal any bylaw, even though the bylaws may also be amended and repealed by the board of directors.

The Amended and Restated Articles of Incorporation of the Company and the Bank are silent on voting requirements to amend its articles. Accordingly, any amendment that requires shareholder approval must be approved by the Board. This committee reviews andre-assesses our Corporate Governance Principles, Related Person Transactions Policies and Procedures and Stock Ownership Guidelines. It also oversees the annual evaluationshareholders at a meeting at which a quorum consisting of at least a majority of the Board, appointsvotes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a Lead Director (as identifiedseparate group on the amendment, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.

Election of Directors

The Amended and Restated Bylaws of the Bank provide that directors shall be elected by a plurality of the votes cast by the shares entitled to vote in “– Board Leadership Structure” below)the election at a meeting at which quorum is present. The Amended and reviewsRestated Bylaws of the Company are silent with regard to plurality of votes.

Appraisal Rights

The Company is a Mississippi corporation that is governed by the MBCA. Under this Act, Company shareholders are not entitled to appraisal or dissenters’ rights in connection with the reorganization. Pursuant to Section 17-4-13.02 of the MBCA, appraisal rights are not available to holders of shares of any class or series of shares which are listed on the NYSE or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or are not so listed or designated, but has at least two thousand (2,000) shareholders and recommendsthe outstanding shares of such class or series has a market value of at least Twenty Million Dollars ($ 20,000,000.00) (exclusive of the value of such shares held by its subsidiaries, senior executives, directors and beneficial shareholders owning more than ten percent (10%) of such shares).

Elimination of Certain Liabilities of Directors

Pursuant to the BoardAmended and Restated Articles of Incorporation of the Company, a director of the Company shall not be personally liable to the corporation or its shareholders for approval all “related person” transactions. money damages for any actions taken, or failure to take action, as a director, except for liability for: (i) the amount of a financial benefit received by a director to which he is not entitled; (ii) an intentional infliction of harm on the Company or its shareholders; (iii) a violation of Section 79-4-8.33 of the MBCA; or (iv) an intentional violation of criminal law.

Pursuant to its charter, the committee evaluatesAmended and recommendsRestated Articles of Incorporation of the Bank, a director of the Bank shall not be held personally liable to the BoardBank or its successor, or the formshareholders thereof, for monetary damages unless the director or officer acted in a grossly negligent manner.

INFORMATION ABOUT THE COMPANIES

General

BancorpSouth, Inc., a Mississippi corporation, is the parent bank holding company for BancorpSouth Bank, a Mississippi state banking corporation. The Company’s common stock trades on the NYSE under the symbol “BXS.” At June 30, 2017, the Company had consolidated total assets of approximately $14.8 billion, total deposits of approximately $11.9 billion and amounttotal common shareholders’ equity ofnon-management director compensation approximately $1.7 billion.

The Bank conducts general commercial banking, trust and at least every two years, reviewsnon-management director compensation.

This committee hasinsurance business through 234 offices located in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee, Texas and Illinois. The Bank and its subsidiaries provide a range of financial services to individuals and small-to-medium size businesses. The Bank also operates an insurance agency subsidiary which engages in sales of insurance products. The Bank’s wealth management department offers a variety of services, including investment brokerage services, personal trust and estate services, certain employee benefit accounts and plans, including individual retirement accounts, and limited corporate trust functions. All of the authority,Bank’s assets are located in its sole discretion, to select, retainthe United States and obtain the advice of and terminate the services of one or more compensation consultants, independent legal counsel, accountants or other advisers as it determines necessary to fulfill or assist with the executionsubstantially all of its duties and responsibilities.revenue is generated from external customers living within the United States.

This committee’s performance is evaluated annually. The Board of Directors has determined that each committee member is independent under the listing standardsprincipal executive offices of the New York Stock Exchange. The NominatingCompany and Corporate Governance Committee held four meetings during 2016.

Risk Management Committee

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. The Board of Directors has determined that the Chairman of the Risk Management Committee, Mr. Perry, is independent under the rules adopted by the Board of Governors of the Federal Reserve System effective January 1, 2016 to

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regulate the composition and activities of risk committees of publicly-traded bank holding companies with over $10 billion in assets. In addition, the Board of Directors has determined that each committee member is independent under the listing standards of the New York Stock Exchange. The Risk Management Committee held six meetings during 2016.

Communications with the Board of Directors

You may send communications to the Board of Directors, the Lead Director, thenon-management directors as a group or any individual director by writing to the Board of Directors or an individual director in care of the Corporate SecretaryBank are located at One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804. The Corporate Secretary will directly forward written communications addressed to38804, and the entire Boardtelephone number is (662) 680-2000.

Security Ownership of Directors to the Lead Director, written communications addressed to thenon-management directors to thenon-management directorsManagement and all other written communications to the individual director(s) to whom they are addressed.

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 atwww.bancorpsouth.com on 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, Inc.

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 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 atwww.bancorpsouth.com on our Investor Relations webpage under the caption “Corporate Information – Governance Documents.” The Board of Directors has determined that each of Messrs. Blass, Brown, Campbell, Holliman, Hood, Jackson, Kirk, Mitchell, Nolan, Perry and Stanton and Mrs. Cannon, a majority of our Board members, meets our standards as well as the current listing standardsPrincipal Shareholders of the New York Stock Exchange for independence.

During 2016, the Board of Directors considered the following relationships and transactions in making its independence determinations with respect to each director identified as independent:

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The Board of Directors has determined that the above relationships and transactions were not material and did not affect the ability of any of Messrs. Holliman, Mitchell, Perry or Brown to exercise independent judgment.

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 amended, as discussed in the section below entitled “GENERAL INFORMATION — Shareholder Nominations and Proposals.” Although we have no formal policy addressing 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 atwww.bancorpsouth.com on 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.

In April 2014, Mr. Rollins, our Chief Executive Officer, became the Chairman of the Board. At that time, the Board determined that it was appropriate under the circumstances to combine the roles of Chairman of the Board and Chief Executive Officer.

In March 2016, the Nominating and Corporate Governance Committee appointed Mr. W.G. Holliman, Jr. to serve as the Lead Director. The Nominating and Corporate Governance Committee appointed Guy W. Mitchell III to serve as the Lead Director, effective as of April 26, 2017. The Lead Director:

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Executive Sessions

Our independent directors meet in executive session at least semi-annually. The Lead Director presides at these meetings.

Stock Ownership Guidelines

We have adopted 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 Common Stock at a minimum ownership level for as long as he or she is a Covered Participant, as follows:

Each Covered Participant must retain at least 75% of the number of net shares of common stock acquired on vesting of restricted stock or on exercise of stock options 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 atwww.bancorpsouth.com on our Investor Relations webpage under the caption “Corporate Information – Governance Documents.”

Risk Oversight

Our Board of Directors oversees a company-wide approach to risk management, designed to support the achievement of organizational objectives, including 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:

In 2016, BancorpSouth retained Frederic W. Cook & Co. to assist in assessing risk within BancorpSouth’s incentive compensation plans and programs, which include 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.”

While 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 Risk Management Committee, 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

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compliance, a Code of Business Conduct and Ethics, 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.

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:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth certain information, as of January 31,[●], 2017 (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, (2) each director and nominee for director as of the date of this Proxy Statement,proxy statement/offering circular, (3) each of our Namedthe chief executive officer, chief financial officer, chief operating officer, chief development officer and chief credit officer (collectively, the “Named Executive OfficersOfficers”) and (4) all of our directors and executive officers as a group. As of January 31,[●], 2017, 93,928,251[●] 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. We relied on information supplied by our directors nominees for director and executive officers and public filings made by beneficial owners for purposes of this table.

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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.

SHAREHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING OF SHAREHOLDERS

17Because the Company and the Bank anticipate that the reorganization will be completed late in the third quarter or in the fourth quarter of 2017, the Company does not intend to hold a 2018 annual meeting of shareholders. However, if the reorganization is not completed within that time period and the Company holds a 2018 annual meeting of shareholders (the “2018 Annual Meeting”), Company shareholders may submit proposals on matters appropriate for shareholder action at that meeting in accordance with Rule 14a-8 of the Exchange Act. In addition, the Company’s Amended and Restated Bylaws provide that only such business which is properly brought before a shareholder meeting will be conducted.

If there is a 2018 Annual Meeting, Company shareholders who want to include a proposal in the definitive proxy statement for the 2018 Annual Meeting must comply with Rule 14a-8 of the Exchange Act and the procedures set forth in the Company’s Amended and Restated Bylaws which were filed with the SEC on April 27, 2016 as Exhibit 3.2 to a Current Report on Form 8-K. and which are incorporated herein by reference.

If there is a 2018 Annual Meeting, Company shareholders who intend to raise a proposal to be acted upon at the 2018 Annual Meeting, but who do not desire to include the proposal in the definitive proxy statement for the 2018 Annual Meeting, must comply with the procedures set forth in the Company’s Amended and Restated Bylaws which were filed with the SEC on April 27, 2016 as Exhibit 3.2 to a Current Report on Form 8-K. and which are incorporated herein by reference.

Management of the Bank anticipates holding a meeting of its shareholders in or around April of each year.

WE URGE YOU TO SIGN THE ENCLOSED PROXY AND RETURN IT AT ONCE IN THE ENCLOSED ENVELOPE.

Appendix A

AMENDED AND RESTATED

AGREEMENT AND PLAN

OF REORGANIZATION

BY AND BETWEEN

BANCORPSOUTH, INC.

AND

BANCORPSOUTH BANK

DATED AS OF AUGUST 15, 2017

COMPENSATION DISCUSSIONEXECUTION

AMENDED AND ANALYSISRESTATED AGREEMENT AND PLAN OF REORGANIZATION

 The purposeThis AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION (this“Agreement”) is dated as of this Compensation DiscussionAugust 15, 2017, by and Analysis is to discuss our philosophy, practicesbetween BancorpSouth, Inc. (the“Company”), a Mississippi corporation, and procedures with respect to our executive compensation programBancorpSouth Bank (the“Bank”), a Mississippi-chartered bank and the objectives of our Executive Compensation and Stock Incentive Committee in selecting and setting the elementswholly-owned subsidiary of the compensationCompany. The Company or the Bank may be referred to herein as a “Party” and collectively, as the “Parties.”

WHEREAS, the Parties entered into that is paid or awardedcertain Agreement and Plan of Reorganization, dated as of July 26, 2017 (the“Original Agreement”), which sets forth, among other things, the terms and conditions pursuant to which the Company will merge with and into the Bank, all as more specifically provided herein; and

WHEREAS, the Parties desire to enter into this Agreement to amend and restate certain of our executive officers.the terms and conditions of the Original Agreement.

 Throughout this Compensation DiscussionNOW, THEREFORE, in consideration of the mutual covenants and Analysis, James D. Rollins III, our Chairmanagreements contained herein, and Chief Executive Officer, Chris A. Bagley, our Presidentother good and Chief Operating Officer, William L. Prater, our former Senior Executive Vice President, Treasurervaluable consideration, the receipt and Chief Financial Officer, W. James Threadgill, Jr.sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I

THE MERGER

1.1Merger. At the Effective Time (as defined herein), our former Senior Executive Vice Presidentthe Company shall be merged with and Chief Business Development Officer and James R. Hodges, our Senior Executive Vice President and Chief Credit Officer, are collectivelyinto the Bank (the“Merger”). The Bank shall be the surviving entity resulting from the Merger (which, as the surviving entity, is hereinafter referred to as our named executive officersthe“Surviving Entity” whenever reference is made to it at or after the Effective Time), and shall continue to be a Mississippi-state chartered bank. As a result of the Merger, the separate existence of the Company shall cease and all of the rights, privileges, powers, franchises, properties, assets, liabilities and obligations of the Company shall be vested in and assumed by the Surviving Entity. The Merger shall have all other effects set forth in the applicable provisions of the Mississippi Business Corporation Act (the “Named Executive Officers”“MBCA”) and the Mississippi Code of 1972 (the“Code”).

 As previously announced, Messrs. Prater1.2Effective Time. The Merger shall be effected by the filing of a certificate of merger (the“Certificate of Merger”) with the Secretary of State of the State of Mississippi, in accordance with the MBCA, and Threadgill retired from BancorpSouth effectivewith the Mississippi Department of Banking and Consumer Finance (the“Department”), in accordance with the Code. The“Effective Time” means the date and time at which the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Mississippi and the Department, or as otherwise stated in the Certificate of March 10, 2017Merger, in accordance with the MBCA and January 2, 2017, respectively.the Code.

1.3Time and Place of Closing. Unless otherwise mutually agreed in writing by the Parties hereto, the closing for the Merger (the“Closing”) shall take place at the offices of the Bank, One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi 38804, at 5:00 p.m., Central time, on a date to be mutually agreed upon by the Parties hereto, which shall be no later than the sixth (6^th) business day following the satisfaction or waiver in accordance with this Agreement of all conditions set forth inARTICLE IV. The date on which the Closing actually occurs is referred to herein as the“Closing Date.”

1.4 Organizational Documents of Surviving Entity. At the Effective Time and until thereafter amended as provided therein and in accordance with applicable law, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Bank as in effect immediately prior to the Effective Time shall be the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Surviving Entity.

Executive SummaryEXECUTION

We believe

1.5 Directors and Officers. At the Effective Time and until thereafter changed in accordance with the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Surviving Entity, the directors of the Surviving Entity shall be the directors of the Bank immediately prior to the Effective Time, and the officers of the Surviving Entity shall be the officers of the Bank serving in such positions immediately prior to the Effective Time.

ARTICLE II

CONVERSION OF SHARES

2.1 Conversion of Shares.

(a) At the Effective Time, and without any action on the part of the Company, the Bank, the Surviving Entity or the holders of any of the shares of common stock of the Company, par value $2.50 per share (“Company Stock”), each share of Company Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one validly issued, fully paid, and nonassessable share of common stock of the Bank, par value $2.50 per share (“Surviving Entity Stock”). Any fraction of a share of Company Stock shall be converted into the right to receive the same fraction of a share of Surviving Entity Stock.

(b) Each share of Bank Stock issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and cease to exist, and no consideration shall be delivered in exchange therefor.

(c) From and after the Effective Time, the holders of certificates which represent shares of Company Stock prior to the Effective Time shall be entitled to receive new certificates evidencing an equivalent number of shares of Surviving Entity Stock or an equivalent number of shares of Surviving Entity Stock in book-entry form by complying with such reasonable and customary procedures as may be established by the Surviving Entity and/or its transfer agent to effectuate the intent and purposes of thisSection 2.1(c).

2.2Other Rights to Company Stock and Employee Benefit Plans. Upon and by reason of the Merger becoming effective:

(a) All Equity Awards (as defined below) to acquire Company Stock that our executive compensation program plays a significant role in our abilityhave been granted by the Company pursuant any of the Company Equity Incentive Plans (as defined below) shall be assumed by the Surviving Entity with the same terms and conditions and for the same number of shares of Surviving Entity Stock, with appropriate adjustments to attract, motivatereflect the Merger with respect to: (i) the class and retain a highly experienced teamnumber of executivesshares of Surviving Entity Stock subject to replacement awards; and (ii) the class and number of shares and the price per share of the Surviving Entity Stock subject to options that is critical to our success. We believe thatare assumed by the program is structuredSurviving Entity. Such adjustments shall be made in a manner that supports our companysatisfies the requirements of an assumption described in Treas. Reg. §1.424-1 and our business objectives, as well as our cultureTreas. Reg. §1.409A-1(b)(5)(v)(D).

(b) The Surviving Entity shall assume and continue the traditionsCompany Equity Incentive Plans in a manner that have allowed usshall provide for over 140 years to meet the needsa sufficient number of our shareholders, customers and employees and to support the communities in which we operate.

Our Executive Compensation andshares of Surviving Entity 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 rewardedto: (i) provide for the achievementissuance of specific annual, long-termSurviving Entity Stock under the awards that are described in paragraph (a) above to replace the Equity Awards; and strategic goals,(ii) provide a balance of shares of Surviving Entity Stock that are available for future awards that is equivalent to the attainmentnumber of corporate goals,shares that are available for awards under the Company Equity Incentive Plans at the Effective Time.

(c) The Surviving Entity shall assume and continue the realization of increased shareholder value.

Our principal measures of success in achieving our business objectives are total shareholder return, 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 ExecutiveCompany Performance Incentive Plan and the Long-Term Equity Incentive Plan(as defined below) in which our Named Executive Officers participate as described below. The results of the Incentive Compensation Plan Risk Assessment delivered by Frederic W. Cook & Co. indicate 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 practicesorder to provide awards that are reasonably likely to have a material adverse effect on BancorpSouth. We believe that ourdescribed therein, including performance-based 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 stock ownership guidelines.

 As required by Section 14A of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), in connection with the 2011 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 2011, the Board of Directors determined to hold an advisory vote on the compensation of the Named Executive Officers every three years, commonly referred to as the“Say-On-Pay” vote. We last held a“Say-On-Pay” vote in 2014, and approximately 96.5% of our shareholders who attended the meeting (in person or by proxy) approved, on anon-binding, advisory basis, the compensation of our Named Executive Officers. In

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respectawards that are similar to theNon-Equity Awards (as defined below). The Surviving Entity shall assume all terms and obligations of this strong shareholder support, since the 2014Company under the outstanding“Say-On-Pay”Non-Equity vote, the Executive Compensation and Stock Incentive Committee has continuedAwards to adhere to its compensation principles and philosophy which has resultedparticipants in the implementationCompany Performance Incentive Plan.

(d) The Surviving Entity shall assume and continue all terms and obligations of an executive compensation programthe Company under the Equity Award agreements entered into between the Company and each participant in the Company Equity Incentive Plans. Such Equity Award agreements shall apply to awards that closely ties compensation to our overall performance and the enhancement of shareholder value.

 Pursuant to Proposal 2 and Proposal 3 in this Proxy Statement, we are again conducting“Say-On-Pay” and“Say-When-On-Pay” votes at the 2017 annual meeting. As it continues to evaluate its compensation principles and philosophy and implement compensation practices, the Executive Compensation and Stock Incentive Committee will carefully consider the results of these“Say-On-Pay” and a“Say-When-On-Pay” votes, will evaluate whether any actions are necessary to address shareholders’ concerns evidencedassumed by the voting results and will continue to consider shareholder concerns and feedbackSurviving Entity in the future.

 In formulating its recommendation for the“Say-When-On-Pay” voteMerger under this year, our Board considered that compensation decisions are made annually and that an annualnon-binding, advisory vote on executive compensation will allow shareholders the opportunity to provide more frequent and timely input on our compensation philosophy, policies and practices than the three-year cycle to which our shareholders previously approved. Moreover, an annual advisory vote on executive compensation is consistent with our policy of regularly seeking input from, and actively engaging in discussions with, our shareholders regarding corporate governance matters and our executive compensation program.

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 independentSection 2.2 under the listing standardsCompany Equity Incentive Plans. With respect to shares of the New YorkCompany Stock Exchange, our Director Independence Standards, Section 162(m) of the Code and Exchange Act Rule16b-3. The Director Independence Standards are available on our website atwww.bancorpsouth.com on our Investor Relations webpagethat have been issued under the caption “Corporate Information – Governance Documents.” The charter of the Executive Compensation and StockCompany Equity Incentive Committee is available on our website atwww.bancorpsouth.com on our Investor Relations webpage under the caption “Corporate Information – Committee Charting.” The charter is reviewed annually by the Executive Compensation and Stock Incentive Committee and was most recently revised in June 2016.

The Executive Compensation and Stock Incentive Committee generally meets four times a year and more often if necessary. Prior to each regular meeting, the Corporate Secretary sends 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:

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Compensation Policy

Our principal measures of success in achieving our business objectives are total shareholder return, 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:

Our executive compensation program consists of the following primary elements:

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

The following table reflects the percentage of total compensation reflected in each element of compensation,restrictions as set forth below inon the section entitled “EXECUTIVE COMPENSATION – Summary Compensation Table,” for eachapplicable Equity Award agreements, such shares shall be deemed to be shares of the Named Executive Officers for 2016:

Executive Compensation Policy

In January 2016, the Executive Compensation andSurviving Entity Stock Incentive Committee recommended and the Board of Directors approved a new Executive Compensation Policy. The former Executive Officer Incentive-Based Compensation Recovery Policy was incorporated with the Executive Compensation Policy. The Executive Compensation Policy sets forth the conditions under which we may recover excess incentive-based compensation

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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 SEC of the latest document containing materially noncompliant financial statements that are subject to the restatement.same terms, conditions and restrictions. Outstanding certificates or other evidence of ownership representing shares of the Company Stock awarded with such restrictions under the Company Equity Incentive Plans shall thereafter represent shares of Surviving Entity Stock with such terms, conditions and restrictions as originally awarded by the Company.

(e) The amountSurviving Entity shall assume and continue all employee benefit plans and arrangements of any such recovery will be equalthe Company, including but not limited 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 adopted Stock Ownership Guidelines that generally require our directorsCompany’stax-qualified 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. 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 hedging the economic risk of ownership of any shares of our common stock that they own, with certain limited exceptions in the context of business combinations.

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 and bank holding companies 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 2016, 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 consists of firms that, based on the total assets, are between approximately 50% and 200% of our size as well as certain other banks that have assets between $10 billion and $20 billion. The peer group consisted of the following:

The Executive Compensation and Stock Incentive Committee’s analysis included the following:

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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 2016 compensation of our Named Executive Officers, the committee reviewed all components of their respective compensation, including base salary, annualnon-equity incentive compensation and long-term 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.

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. We believe that base salary ranges should reflect the competitive employment market and 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 2016, the Executive Compensation and Stock Incentive Committee endeavored to understand competitive pay and compensation opportunities for similarly situated executive officers of comparable financial and bank holding companies 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:

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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 2016 as set forth in the table below. For more information, see the section below entitled “EXECUTIVE COMPENSATION – Summary Compensation Table.”

In January 2017, the Executive Compensation and Stock Incentive Committee determined the base salary for the executive officers, with the exception of Messrs. Prater and Threadgill, for 2017 based on the same methodology described above. As a result, the base salaries for the Named Executive Officers effective as of January 1, 2017 are as follows:

Annual Incentive Compensation

Annualnon-equity incentive compensation is a component of our executive compensation program designed to reward performance in executive roles. 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 that annual 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 that such compensation opportunities motivate executives to achieve our established goals. The Executive Compensation and Stock Incentive Committee considers annual incentive awards for similarly situated executive officers ofsimilarly-sized financial and bank holding companies within the context of the competitive market data described above in the section entitled “– Compensation Process.” We provide annualnon-equity incentive compensation opportunities to our 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 cash incentive awards and equity-based awards (issued through the Long-Term Equity 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 2016, all of the executive officers participated in the Amended and Restated Executive Performance Incentive Plan.Payments made under the Amended and Restated Executive Performance Incentive Plan are intended to be “performance-based compensation” within the meaning of Section 162(m) of the Code. The amount of the cash incentive 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:

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The Executive Compensation and Stock Incentive Committee may take into account several factors when establishing performance goals for incentive awards, but these goals must be objectively determinable and based on levels of achievement of the business criteria listed above. No later than 90 days after the beginning of each fiscal year or any other performance period, the committee specifies in writing:

The amount of awards may vary among participants from year to year, but the maximum cash incentive compensation payable to any participant under the Amended and Restated Executive Performance Incentive Plan in a year is $4 million.

Following the applicable performance period, the Executive Compensation and Stock Incentive Committee certifies in writing for each participant whether the performance goals and any other material conditions have been met. If these goals and conditions have been met, the committee may authorize payment of the amount earned under an award. The committee has discretion to reduce or eliminate, but not increase, an amount that is payable under an award. The certification of achievement of performance goals under the Amended and Restated Executive Performance Incentive Plan, and the corresponding cash incentive payments, occurs in connection with the filing of our Annual Report on Form10-K.

2016Non-Equity Incentive Awards. Awards under the Amended and Restated Executive Performance Incentive Plan were made in 2016 to provide cash incentive award opportunities that were a percentage of each participant’s base salary, subject to the achievement of the performance goals described below. The cash incentive award opportunities for 2016 for the Named Executive Officers were as follows:

Award Opportunity as a Percentage of Salary

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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 2016 for each criterion is also set forth in the following table, based on our audited financial results for the year ended December 31, 2016:

Based on our audited financial results for the year ended December 31, 2016, the following cash incentive payments were made to the Named Executive Officers in 2017:

Long-Term 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. The Executive Compensation and Stock Incentive Committee’s approach has been to provide annual awards of long-term 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 grantnon-qualified stock options, incentive stock options, performance shares, restricted stock and restricted stock units. This plan prohibits option repricing without shareholder approval. We believe that the level of long-term 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 and bank holding companies within the context of the competitive market data described above in the section entitled “– Compensation Process.”

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:

In 2016, equity-based awards were granted to executive officers, including the Named Executive Officers, and other key employees in order to attract 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 2016. In determining the total number of equity-based awards to be granted to recipients in 2016, the Executive Compensation and Stock Incentive Committee considered the number of shares available

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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 2016, the committee considered a combination of the following:

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 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 atwo-year performance period followed by aone-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. Prior to January 2014, the Executive Compensation and Stock Incentive Committee established a “circuit breaker” for each award that must have been satisfied before performance shares were eligible to be earned for the performance period. Once the “circuit breaker” was satisfied, awards were earned if threshold performance was achieved with respect to at least one of the two performance measures, subject to continued service during the retention period. The award cycle for long-term incentive compensation is configured so that a new three-year award cycle will begin every year that performance shares are granted.

The performance shares granted in 2015 were subject to the following performance goals for the 2015 through 2016 performance period:

Our actual performance for these performance goals was based on our audited financial results for the two years ended December 31, 2016. With respect to the performance shares that were granted in 2015, the Executive Compensation and Stock Incentive Committee determined in 2017 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 134% level. Accordingly, the following performance shares granted in 2015 have been earned, subject to continued service during the retention period through December 31, 2017:

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In January 2016, 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 2016 through 2017 performance period and continued service during the retention period: