

~~(9)~~					Consists of 18,451 shares held by Mr. Sharpe’s spouse, 4,954 shares held in an individual retirement account owned by Mr. Sharpe's spouse, of which Mr. Sharpe is the beneficiary, 2,779 shares held in JDF Corporation of which Mr. Sharpe is the owner and 963 shares held in JDF Real Estate Corp, of which Mr. Sharpe is the owner.CORPORATE GOVERNANCE AND BOARD OF DIRECTORS


~~(10)~~	~~Of the 153,300 shares listed as directly owned, 139,834 are pledged as collateral for a loan. Mr. Shmerling’s other ownership consists of 1,519 shares held by his children.~~

GOVERNING DOCUMENTS AND PRACTICES


~~(11)~~	Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes an aggregate of 33,312 shares that are allocated to his accounts under our 401(k) plan, over which Mr. McGraw has voting power, 12,000 shares representing an award of time-based restricted stock under our LTIP and 12,000 shares representing a target award of performance-based restricted stock under our LTIP.


~~(12)~~	Direct ownership includes an aggregate of 5,375 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 3,500 shares representing an award of time-based restricted stock under our LTIP and 3,500 shares representing a target award of performance-based restricted stock under our LTIP.


~~(13)~~	Direct ownership includes an aggregate of 14,902 shares that are allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 3,500 shares representing an award of time-based restricted stock under our LTIP and 3,500 shares representing a target award of performance-based restricted stock under our LTIP.


~~(14)~~	Mr. Hart is also a member of our board of directors. Direct ownership includes an aggregate of 695 shares that are allocated to his account under our 401(k) plan, over which Mr. Hart has voting power, 3,500 shares representing an award of time-based restricted stock under our LTIP and 3,500 shares representing a target award of performance-based restricted stock under our LTIP.


~~(15)~~	Direct ownership includes 3,500 shares representing an award of time-based restricted stock under our LTIP and 3,500 shares representing a target award of performance-based restricted stock under the LTIP.

~~(16)~~

Mr. Dorminey’s direct ownership includes 20,140 shares, over which he has voting power, that are allocated to his account under an ESOP maintained by Heritage Financial Group, Inc. which was terminated as of the date of our acquisition of Heritage. His direct ownership also includes 26,250 shares representing an inducement award of time-based restricted stock in accordance with terms set forth in Mr. Dorminey's employment agreement which also provide for voting and dividend rights.

~~The performance-based restricted stock awards~~Code of Ethics. We expect our directors, officers and employees to act and make decisions that are in our best interests, and we discourage situations which present a conflict between our interests and their own personal interests. Under our Code of Business Conduct and Ethics, our “Code of Ethics,” our directors, officers and employees may not engage in any business or conduct, or enter into any contract or arrangement, that would give rise to an actual or potential conflict of interest without the prior approval of our board or other appropriate supervisor. A copy of our Code of Ethics is available at www.renasant.com by clicking on “Corporate Overview” under the ~~LTIP described~~“Investor Relations” tab, then clicking on “Governance Documents” and then “Code of Ethics.”

Committee Charters. The board of directors has five standing committees: an executive committee, an audit committee, a compensation committee, an enterprise risk management committee, or “ERM committee,” and a nominating and corporate governance committee, or “nominating committee.” Each committee is governed by a written charter. Charters for the audit, compensation, ERM and nominating committees are available at www.renasant.com, by clicking on “Corporate Overview” under the “Investor Relations” tab, then on “Governance Documents” and then selecting the desired charter.

Review and Approval of Related Person Transactions. The entire board of directors is responsible for reviewing and approving or ratifying all material transactions between us and our subsidiaries involving a related person. Related persons include any of our directors or executive officers, their immediate family members and businesses with which they are associated. To identify related person transactions, each year we require our directors and executive officers to complete Director and Officer Questionnaires. These questionnaires require our directors and executive officers to list all related persons and any transactions with us in ~~notes 11-15 above provide that each recipient possesses~~which the director or executive officer or their immediate family members or related entities have an interest. When the board reviews, approves or ratifies related person transactions, the director associated with the matter must abstain from voting and ~~dividend rights~~is not present while discussions and deliberations are held. The types of transactions that must be reviewed and approved or ratified include extensions of credit and other business relationships.

Other than our Code of Ethics, our related person transaction policy is not in writing. However, we have adopted written policies to comply with ~~respect~~regulatory requirements and restrictions applicable to ~~his target shares pending settlement at the end~~us, including Sections 23A and 23B of the ~~annual performance cycle. Under~~Federal Reserve Act (which govern certain transactions by the terms of each performance award, the target number of shares is subject to increase or decrease based upon the outcome of Company performance objectives during 2016. Each recipient also possesses voting and dividend rightsBank with ~~respect to the award of the time-based restricted stock described in note 1 for the directors and notes 11-15 for the executives.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC~~its affiliates) and the NASDAQ Stock Market, LLC (“Nasdaq”) reports of ownership of our securities and changes in their ownership on Forms 3, 4 and 5. Executive officers, directors and greater than 10% shareholders are requiredFederal Reserve’s Regulation O (which governs loans by ~~SEC rules~~the Bank to ~~furnish us with copies of all Section 16(a) reports they file.~~

Based solely upon a review of the reports on Forms 3 and 4 and amendments thereto furnished to us in 2015 and Forms 5 and amendments thereto furnished to us with respect to 2015, or written representations from reporting persons that no Form 5 filing was required, we believe that in 2015 ourits executive officers, directors and ~~greater than 10% owners, with~~principal shareholders).

BOARD GOVERNANCE

Retirement Policy. Our Bylaws include the ~~exception of Messrs. Dorminey and Sharpe, timely filed all reports they were required~~written retirement policy applicable to ~~file under Section 16(a). For each of Messers. Dorminey and Sharpe, a Form 4 disclosing a single transaction in our common stock was filed after the deadline.~~

~~BOARD OF DIRECTORS~~

~~Current Directors~~

Prior to the annual meeting, a total of 17 directors serve on our board, divided into three classes of directors. Assuming that all of our nominees for director are elected, after the annual meeting there will be a total of 17 directors on our board, with six directors in Class 1, five directors in Class 2 and six directors in Class 3. The current term of office for our Class 2 directors expires at the 2016 annual meeting, while the current term of office for our Class 3 directors expires at the 2017 annual meeting and the current term of office for our Class 1 directors expires at the 2018 annual meeting.

The following information lists each director currently serving on our board and includes a brief discussion of the specific experience, qualifications, attributes and skills that led us to conclude that such individual should be and remain a member of our board. We believe that our board of ~~directors consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders, including the qualities listed under the heading~~ ~~“Nominating and Corporate Governance Committee”~~ below. We have attempted below to highlight certain notable experience, qualifications and skills for each director, rather than provide an exhaustive catalog of each and every qualification and skill that a director possesses.directors:

Name Age Class Background, Qualifications and Skills
George H. Booth, II
Director since 1994
62 1
Background: Mr. Booth is co-owner of Tupelo Hardware Company, a closely-held family business primarily engaged in wholesale and retail hardware sales. Mr. Booth has served as president of Tupelo Hardware Company since 2000.
Experience/Qualifications/Skills: Mr. Booth brings a borrower’s and depositor’s perspective to the board. He also provides insight on whether our products and services are responsive to the needs of small business owners.
Frank B. Brooks
Director since 1989
72 1
Background: Mr. Brooks has been a cotton farmer since 1959 and has served as president of Yalobusha Gin Company, Inc., a cotton gin located in Yalobusha County, Mississippi, since 1992.
Experience/Qualifications/Skills: Mr. Brooks has served as audit committee chairman for two other organizations. We use his leadership and knowledge to provide appropriate oversight of our financial reporting and operational risks. In addition, Mr. Brooks’ experience running businesses servicing other farmers provides insight on the needs of small business owners and on our agricultural lending operations.
Albert J. Dale, III
Director since 2007
65 1
Background: Mr. Dale has served as president of Dale, Inc. since 1985. Dale, Inc., located in Nashville, Tennessee, is a specialty contractor and a Marvin Windows and Doors, Kolbe Windows and Doors and Sierra Pacific Windows and Doors dealer in Tennessee, Kentucky and Alabama. He was appointed as a director of the Company upon the completion of our acquisition of Capital Bancorp, Inc., or Capital, in July 2007.
Experience/Qualifications/Skills: As a supplier to businesses and consumers, Mr. Dale’s professional experience provides the board with insight from the customer’s perspective on the needs and risks associated with business development. In addition, Mr. Dale brings to the board an intimate knowledge of Nashville, Tennessee, one of our growth markets. We rely on Mr. Dale for advice on where and how to serve the Nashville metropolitan area.

Name Age Class Background, Qualifications and Skills
John T. Foy
Director since 2004
68 1
Background: Mr. Foy is retired. From February 2004 until February 2008 he served as president and chief operating officer of Furniture Brands International, Inc. During that time, he was also a member of the board of directors of Furniture Brands International. Prior to 2004 he served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International was and Lane Furniture Industries is engaged in the manufacture of upholstered and wooden furniture.
Experience/Qualifications/Skills: Furniture manufacturing represents a major segment of the economy in our North Mississippi markets. We believe that Mr. Foy’s broad experience in the furniture manufacturing industry gives us an advantage in soliciting these types of customers, as well as customers in the manufacturing industry in general. Also, Mr. Foy’s experience as the president and a director of Furniture Brands International, Inc., which was a publicly-traded company during Mr. Foy’s tenure with the company, provides him with insights on corporate governance.
Hugh S. Potts, Jr.
Director since 2014
71 1
Background: Mr. Potts is retired. Prior to our acquisition of First M&F Corporation, or First M&F, in September 2013, Mr. Potts served as chairman and chief executive officer of First M&F, headquartered in Kosciusko, Mississippi. Prior to becoming chief executive officer, Mr. Potts had extensive experience especially in the trust, commercial lending and marketing areas of First M&F and its wholly-owned subsidiary Merchants and Farmers Bank. Mr. Potts also serves on the Board of Trustees of Belhaven University and the Board of Trustees of French Camp Academy. Mr. Potts was appointed as a director of the Company upon the completion of our merger with First M&F.
Experience/Qualifications/Skills: Mr. Potts brings critical knowledge of our central Mississippi markets to our board, providing valuable insights on both preserving customer relationships acquired in connection with our merger with First M&F as well as expanding into this key growth market. Furthermore, Mr. Potts’ experience in managing a multi-state banking institution supplements our board with industry-specific technical knowledge and a deep understanding of the regulatory environment in which we operate.
Fred F. Sharpe
Director since 2015
67 1
Background: Mr. Sharpe has been the president and owner of U-Save-It-Pharmacy, Inc., a pharmacy with more than 35 locations in the southeast, since 1979. He is a member and past district president of the Georgia Pharmacy Association and a member of the board of directors of the Academy of Independent Pharmacists. Mr. Sharpe is also a member of The Albany Symphony Association Board. Mr. Sharpe has previously served on the boards of the Albany Chamber of Commerce and the Albany-Dougherty Inner City Authority. Mr. Sharpe served as a director of HeritageBank of the South prior to our acquisition of Heritage Financial Group, Inc. in July 2015
Experience/Qualifications/Skills: Mr. Sharpe brings valuable insight to our Georgia markets, which are key growth markets for the Bank. In addition, as the owner of a business with multiple locations spread through a wide geographic area, Mr. Sharpe understands the issues associated with the expansion of a business, particularly into our Georgia markets.

Name Age Class Background, Qualifications and Skills
Hollis C. Cheek
Director since 2014
70 2
Background: Mr. Cheek has been president of J.C. Cheek Contractors, a landscape engineering and contracting firm specializing in asphalt milling, striping, edge drains, debris grinding, debris removal, clearing, erosion control and site grading since 1967. Mr. Cheek is also a member of Techno-Catch, LLC, in Kosciusko, Mississippi, a manufacturer and supplier of poultry equipment. Mr. Cheek is on the board of the Mississippi Road Builders Association and the Attala Development Corporation. Mr. Cheek has formerly served in public capacities as a Mississippi state senator and on the Small Business Advisory Board of the U.S. Department of Energy. Mr. Cheek served on the board of directors of First M&F and was appointed as a director of the Company upon the completion of our acquisition of First M&F.
Experience/Qualifications/Skills: Mr. Cheek’s success in both the public and private sectors of central Mississippi provides us with invaluable insight in this market. Mr. Cheek’s extensive business experience developing and implementing strategies, technology and organizational structure necessary to grow J.C. Cheek Contractors from a local landscaping company to a large commercial contractor allows him to assess our products and services from both a small business and large corporation perspective.
John M. Creekmore
Director since 1997
60 2
Background: Mr. Creekmore has engaged in the practice of law since 1987 as the owner of the law firm Creekmore Law Office, PLLC.
Experience/Qualifications/Skills: As a lawyer, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. He also provides us with insights regarding the legal implications of our plans and strategies. Finally, Mr. Creekmore lives and works in Amory, Mississippi, and helps shape our policies with respect to our smaller markets.
Jill V. Deer
Director since 2011
53 2
Background: Ms. Deer is Vice President of Administration and Development for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, which she joined in 2014. Prior to joining Brasfield & Gorrie, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama, that owns, develops and manages commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance.
Experience/Qualifications/Skills: The Birmingham metropolitan area is the largest metropolitan area in Alabama and one of our key growth markets. Ms. Deer’s knowledge and experience in this market helps us develop strategies to further expand our presence in Birmingham. Furthermore, Ms. Deer’s professional experience in the real estate and construction industries gives the Board an additional resource in understanding the risks and trends associated with commercial real estate, especially because Brasfield & Gorrie operates in many of the same markets in which Renasant is located.
Neal A. Holland, Jr.
Director since 2005
60 2
Background: Mr. Holland has been president of Holland Company, Inc., a diversified sand, stone and trucking company in Decatur, Alabama, since 1980. He is also the chairman and CEO of Alliance Sand and Aggregates, LLC. Mr. Holland was appointed as a director of the Company upon the completion of our acquisition of Heritage Financial Holding Corporation, in 2005. Mr. Holland is also the owner of Miracle Mountain Ranch LLC.
Experience/Qualifications/Skills: Mr. Holland has given us valuable advice in shaping our policies and strategies in our Alabama markets. Mr. Holland’s service on the board and executive committee of Heritage Financial Holding Corporation has given him added experience and insight to the risks associated with serving on the board of a publicly-traded financial institution. As the owner of multiple businesses, he also is able to add a borrower’s perspective to the board’s discussions.

Name Age Class Background, Qualifications and Skills
E. Robinson McGraw
Director since 2000
69 2
Background: Mr. McGraw has served as our and the Bank’s Chief Executive Officer since 2000, and he served as our and the Bank’s President from 2000 to January 2016. Since June 2005, Mr. McGraw has also served as Chairman of our and the Bank’s board of directors. Mr. McGraw served as Executive Vice President and General Counsel of the Bank prior to becoming our Chief Executive Officer.
Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history, our current operations and our future plans than Mr. McGraw. His insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with the Company provides the board an additional resource on legal implications and the regulatory requirements specifically attributable to the banking industry and financial institutions.
William M. Beasley
Director since 1989
64 3
Background: Mr. Beasley has been a partner in the law firm of Phelps Dunbar LLP since 1999 and has practiced law since 1975.
Experience/Qualifications/Skills: Like Mr. Creekmore, Mr. Beasley brings a legal perspective to our operations. His analysis of the legal implications of our strategies is important to our mitigation of legal risk. In addition, Mr. Beasley invests and holds real estate in our Mississippi markets. His experience with these real estate investments provides the board with insight on the trends and risks associated with residential and commercial real estate within all of our markets.
Marshall H. Dickerson
Director since 1996
67 3
Background: Mr. Dickerson is the retired owner and manager of Dickerson Furniture Company, a company primarily engaged in retail home furnishings sales.
Experience/Qualifications/Skills: Mr. Dickerson owned and operated his own business for over 33 years. As a former small business owner, he understands the capital needs and other challenges that many of our small business customers face on a daily basis; he also understands the services that a small business owner requires from its banking relationship. We believe that Mr. Dickerson’s insights on these topics help us tailor our products, as well as our customer service operations, to meet the needs of this important segment of our business.
R. Rick Hart
Director since 2007
67 3
Background: Mr. Hart has served as an Executive Vice President of the Company and President of the Northern Region of the Bank since October 2012. He served as the President of the Tennessee Division and Middle Tennessee Division of the Bank from July 2007 until October 2012. Prior to our acquisition of Capital, Mr. Hart served as chairman, president and chief executive officer of Capital Bank & Trust Company, in Nashville, Tennessee. Mr. Hart was appointed as a director of the Company upon the completion of our acquisition of Capital in July 2007.
Experience/Qualifications/Skills: Mr. Hart brings the experience of a Nashville banker to the board, helping to formulate our plans for the Nashville market. Along with Mr. McGraw, Mr. Hart serves as a liaison between the board and our employees, keeping the board abreast of employee concerns and morale.
Richard L. Heyer, Jr.
Director since 2002
59 3
Background: Dr. Heyer has served as a physician and partner of Tupelo Anesthesia Group, P.A. since 1989. In addition, Dr. Heyer is President and co-owner of TAG Billing, LLC, a medical billing service provider in the medical industry.
Experience/Qualifications/Skills: Dr. Heyer’s experience in this business model in the medical industry brings a unique perspective to the challenges and opportunities that our board faces. Dr. Heyer’s background and experience is important in the formulation of board policy. Dr. Heyer is a business owner in the medical industry and adds this perspective to board discussions.

Name Age Class Background, Qualifications and Skills
J. Niles McNeel
Director since 1999
69 3
Background: Mr. McNeel has engaged in the practice of law as a partner of the law firm of McNeel and Ballard since 1983.
Experience/Qualifications/Skills: Mr. McNeel’s practice is based in Louisville, Mississippi, giving him insight into the issues facing our customers in our smaller markets. As an attorney, Mr. McNeel also brings a legal perspective to the board’s deliberations and analysis.
Michael D. Shmerling
Director since 2007
60 3
Background: Mr. Shmerling has served as chairman of Choice Food Group, a manufacturer and distributor of food products, since July 2007 and chairman of XMI Holdings Inc. Mr. Shmerling served as a senior advisor to Kroll, Inc., a risk consulting company, from August 2005 to June 2007 and an executive vice president of Kroll, Inc. from August 2000 to June 2005. Effective as of May 2001, he also served as Chief Operating Officer of Kroll. Mr. Shmerling was appointed as a director of the Company upon the completion of our acquisition of Capital in July 2007. Mr. Shmerling is also a director for Healthstream, Inc., a publicly-traded company.
Experience/Qualifications/Skills: Mr. Shmerling’s business and philanthropic endeavors in the Nashville market provide us with opportunities to create new business relationships and grow market share in this key area. In addition, his 37-year professional history as a licensed CPA (inactive) in public and private practice provides the board with a broad range of financial knowledge and business acumen. Mr. Shmerling is experienced in assessing and mitigating risk and formulating policies designed to minimize risk exposure. In addition, his experience as an officer and director of publicly-traded companies gives the board another resource for issues specific to publicly-traded companies in the areas of financial reporting and corporate governance.

~~Retirement Policy~~

~~Under our Restated Bylaws, as amended (our “Bylaws”), a~~A director ~~generally~~ may not stand for election after reaching age ~~72,~~72; and ~~any~~

Any director who ~~reaches~~attains age 72 during his or her elected term may serve only until the next regular meeting of our shareholders. ~~The Bylaws give~~

By waiver, the board ~~the authority to waive, as to incumbent directors, the prohibition on~~may permit a director ~~who is~~to stand for reelection after he or she reaches the age of 72 ~~standing for election. The Bylaws also permit the board to~~or waive the requirement that a director who ~~attains age~~has attained 72 ~~during his or her term~~ resign at the next regular meeting of shareholders. To be effective, a waiver must be approved by the affirmative vote of at least two-thirds of the directors then in office, excluding the vote of the director to whom the waiver vote applies.

A waiver applies only until the next regular meeting of our ~~shareholders. At the next such meeting,~~shareholders, when the board may again waive the requirement that a director ~~at or over~~who has attained age 72 resign from the ~~board, but~~board. In no event may a director ~~may~~ receive more than three ~~such waivers.~~waivers, with the result that all of our directors must cease to serve as of the regular meeting of shareholders that follows the attainment of age 75.

~~Frank B. Brooks is age 72. At its January 2016 meeting,~~Director Stock Ownership Guidelines. Our board has adopted stock ownership guidelines that require our directors to own a substantial number of shares of Renasant common stock and thereby bolster the alignment of our directors’ financial interests with those of our shareholders. Within the first year of his or her election to the board, ~~unanimously voted~~a director must own at least 500 shares of common stock. By the end of the fifth year of service, a director must own at least 3,500 shares of common stock. Based on our stock price as of March 7, 2018, the guidelines require new directors to ~~waive~~have at least a $22,270 investment in the ~~requirement~~Company, and directors with at least five years of service must have at

least a $155,890investment in the Company.

As of the date of this proxy statement, all of our directors own at least twice the number of shares of common stock required to be owned under the stock ownership guidelines.

Board and Director Performance Assessments. As part of its effort to ensure that ~~Mr. Brooks resign from~~the Company has a high-functioning board with the collective knowledge, experience and skills necessary to guide a financial institution such as the Company, on an annual basis our nominating committee conducts a board assessment that has been developed, and is administered by, an independent third party. Each director provides his or her opinions on various criteria relating to the organization of the board, the conduct of board and committee meetings and each director’s fulfillment of his or her responsibilities as a director, among other things, as part of the assessment. After analyzing the results, the nominating committee makes recommendations to improve the operations of the board and to address any deficiencies that have been identified during the assessment process.

In addition to the assessment of the entire board, the nominating committee performs an assessment of each director whose term in office is expiring at the ~~2016~~next annual meeting. ~~Accordingly, Mr. Brooks’~~This assessment reviews each director’s individual contribution to the board and participation in board and committee meetings and other board activities, among other things. The committee uses this information as one tool in determining whether a director whose term is expiring should be nominated for reelection.

BOARD OF DIRECTORS

Structure. There are currently 17 members of our board of directors, divided into three classes:



Class 1	Class 2	Class 3
Donald Clark, Jr.	John M. Creekmore	Marshall H. Dickerson
Albert J. Dale, III	Jill V. Deer	R. Rick Hart
John T. Foy	Neal A. Holland, Jr.	Richard L. Heyer, Jr.
George H. Booth, II⁽¹⁾	E. Robinson McGraw	J. Niles McNeel
Frank B. Brooks⁽¹⁾	Hollis C. Cheek⁽¹⁾	Michael D. Shmerling
Hugh S. Potts, Jr.⁽¹⁾
Fred F. Sharpe⁽¹⁾


⁽¹⁾	Effective as of our annual meeting: Mr. Booth will retire; Messrs. Brooks, Potts and Cheek will be required to step down under our retirement policy; and Mr. Sharpe will cease to serve because he was not renominated (although Messrs. Potts, Cheek and Sharpe will continue to serve on the Bank’s board of directors).

The current term of office for our Class 1 directors expires at the 2018 annual meeting; the current term for our Class 2 directors expires at the 2019 annual meeting; and the current term of office for our Class 3 directors expires at the 2020 annual meeting.

After our annual meeting and assuming that all of our nominees are elected, the board will ~~expire~~be reduced to 13 members, which the board has determined is an appropriate number to fulfill its responsibilities in light of our current and anticipated size and nature of operations. The board will remain divided into three classes, with four Class 1 directors, four Class 2 directors and five Class 3 directors.

Meetings. Our board held seven meetings in 2017. All directors attended at least 75% of the total number of board meetings and the meetings of the committees on which they served. The members of the board who are “independent directors” under the Listing Rules of the NASDAQ Stock Market, LLC, or Nasdaq, met in executive session six times during 2017. We do not have a policy requiring director attendance at our annual meeting. All of our current directors attended the 2017 annual meeting, ~~of shareholders~~and we expect our entire board to attend this year’s annual meeting.

BOARD LEADERSHIP

Our chief executive officer serves as chairman of the ~~Company (instead of the 2018 shareholders meeting, as is the case for the other Class 1 directors), subject to his receipt of another waiver from~~board, and the board ~~allowing him to serve an additional year.~~

~~Independent Directors~~

~~Our board~~ has determined that each of William M. Beasley, George H. Booth, II, Frank B. Brooks, Hollis C. Cheek, John M. Creekmore, Albert J. Dale, III, Jill V. Deer, Marshall H. Dickerson, John T. Foy, Richard L. Heyer, Jr., Neal A. Holland, Jr., J. Niles McNeel, Fred F. Sharpe and Michael D. Shmerling is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Being Renasant employees, Mr. McGraw and Mr. Hart are not independent under the Nasdaq Marketplace Rules, nor is Mr. Potts independent. Finally, Jack C. Johnson and Theodore S. Moll, each of whom were directors of Renasant that retired from the board effective at the 2015 annual meeting, also were “independent directors” under the Nasdaq Marketplace Rules.appointed a lead director.

The board considered the relationships between our directors and Renasant or the Bank when determining each director’s status as an “independent director” under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. In addition to the relationships listed below under the headings “Chairman. ~~Indebtedness of Directors and Officers” and “Other Related Person Transactions” the board considered the following relationships:~~

We and the Bank employ Phelps Dunbar LLP, a law firm of which William M. Beasley is a partner, to provide advice in various legal areas, including litigation services, employee benefits, and general corporate and securities law.

The Bank employs Mr. Creekmore’s son as a vice president at one of its Nashville branches and Dr. Heyer’s son as an investment officer in its wealth management division, although neither individual’s total compensation is at a level such that his employment would constitute a “related person transaction” under applicable SEC regulations. The compensation paid to each of Mr. Creekmore’s son and Dr. Heyer’s son is consistent with the compensation paid to similarly-situated employees of the Bank.

The board determined that none of these relationships affects the status of the relevant director as an “independent director.” Furthermore, we are not aware of any family relationships between any director, executive officer or person nominated to become a director or executive officer.

~~Leadership Structure of the Board of Directors~~

E. Robinson McGraw, our chief executive officer, serves as chairman of the board of the Company and the ~~Bank, while John M. Creekmore serves as “lead director” on our~~ board of ~~directors. The members of~~ the ~~board who meet the definition of “independent director” under the Nasdaq Marketplace Rules select our lead director, except that no lead director is required to be selected if the~~Bank. Mr. McGraw will remain as chairman of the ~~board qualifies as an “independent director.” The lead director’s responsibilities are explained below.~~Company and Bank boards following his transition

to the executive chairman role after the annual meeting.

We have chosen a board leadership structure with Mr. McGraw serving as ~~our~~ chairman because ~~we believe~~ this structure results in a single voice speaking for the Company and presents a unified and clear chain of command. ~~Also, the chairman of the board is expected to manage the board in performing its duties and lead board discussion.~~ As our and the Bank’s ~~Chief Executive Officer,~~chief executive officer, Mr. McGraw is ~~ideally~~ positioned to provide insight on the current status of our overall operations, our future plans and prospects and the risks ~~that we~~faced by the Company and the Bank ~~face. Thus,~~(and we expect this will remain the case after he becomes executive chairman). The individual ~~with~~most knowledgeable about the ~~most knowledge about us~~Company and the Bank and ~~our~~their respective operations is responsible for leading the board’s discussions.

The board ~~retains~~has retained the authority to separate the positions of chairman and chief executive officer if it finds that the board’s responsibilities can be better fulfilled with a different structure.

~~We also have~~Lead Director. John M. Creekmore serves as “lead director” of our board of directors and is a member of the board’s executive committee. The members of the board who meet the definition of “independent director” under the Nasdaq Listing Rules select our lead director; no lead director is required if the chairman qualifies as an “independent director.”

The lead director serves as an independent counterbalance to the chairman ~~ensuring that all of our directors’ concerns are addressed~~ and ~~otherwise facilitating robust discussions among the entire board (which,~~essentially as ~~noted above, is comprised almost entirely of “independent directors”). In terms of board leadership, we view the lead director as essentially~~ a ~~co-equal with the chairman of the board.~~co-equal. Mr. Creekmore has been a director since 1997, predating Mr. McGraw’s service on the board, which we believe adds weight to his independent voice on the board. ~~Also, at each meeting, if he deems it necessary,~~The duties of the lead director ~~may call the board into executive session (that is, a meeting of only those directors who~~ are ~~“independent directors” under the Nasdaq Marketplace Rules) to discuss matters outside the presence of the chairman and other non-independent directors.~~

~~Article III, Section 8, of~~described in our Bylaws ~~sets forth a complete description of~~and include the ~~lead director’s responsibilities. In general, the lead director is responsible for:~~following:

With ~~Mr. McGraw,~~the chairman, scheduling and setting the agenda for board meetings;

Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board;

Determining the appropriate materials to be sent to directors for all meetings;

Acting as a liaison between the board and ~~Mr. McGraw~~the chief executive officer and our other executive officers;

Assisting the compensation committee in evaluating ~~Mr. McGraw’s~~the chief executive officer’s performance;

Assisting the nominating and corporate governance committee in its annual assessment of the board’s committee structure and each committee’s performance; and

Overseeing the board’s communications with our shareholders.

In addition, ~~to these specific duties, we expect~~ the lead director may call the board into executive session (that is, a meeting of only those directors who are “independent directors”) to discuss matters outside the presence of the chairman and other non-independent directors. The lead director is also expected to familiarize himself with the Company, the Bank and the banking industry in general. He also is expected to keep abreast of developments in the principles of good corporate governance. ~~The lead director is also a member of the executive committee of the board.~~

~~Role of the Board in Risk Oversight~~BOARD COMMITTEES

~~Although~~



Executive Committee
John M. Creekmore, Chair	The executive committee is comprised of the chairman of the board, the lead director and three additional directors who are “independent directors” as defined in the Nasdaq Listing Rules. Since our chief executive officer also serves as chairman of the board, one additional independent director has been appointed. During 2017, the committee held 14 meetings. The executive committee exercises the power and authority of the full board of directors between scheduled board meetings. The ability of the executive committee to act is subject to limitations imposed under Mississippi law and the committee’s charter.
Neal A. Holland, Jr., Vice-Chair
Frank B. Brooks
Albert J. Dale, III
John T. Foy
E. Robinson McGraw



Audit Committee
John T. Foy, Chair		The audit committee's responsibilities include the following:
Frank B. Brooks, Vice-Chair⁽¹⁾		Ÿ	Appointing, compensating and overseeing our independent registered public accountants;
Hollis C. Cheek
Jill V. Deer		Ÿ	Monitoring the integrity of our financial reporting process and system of internal controls;
Marshall H. Dickerson
Michael D. Shmerling		Ÿ	Monitoring the independence and performance of our independent registered public accountants and internal auditing department;

⁽¹⁾	Mr. Dickerson will succeed Mr. Brooks as Vice-Chair following the annual meeting.	Ÿ	Pre-approving all auditing and permitted non-audit services provided by our independent registered public accountants;

		Ÿ	Facilitating communication among our independent registered public accountants, management, the internal auditing department and the board of directors; and

		Ÿ	Establishing procedures for (1) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.


		The sections below titled “Report of the Audit Committee” and “Independent Registered Public Accountants” describe the actions taken in 2017 and the committee's processes.

		Each member of our audit committee is an “independent director” within the meaning of the Nasdaq Listing Rules, satisfies the other requirements for audit committee membership under the Nasdaq Listing Rules and meets all independence requirements under the SEC regulations. The board has determined that Mr. Shmerling qualifies as an “audit committee financial expert” under the applicable SEC regulations and satisfies the financial sophistication requirements under the Nasdaq Listing Rules. During 2017, the committee held 17 meetings.



Nominating and Corporate Governance Committee
Neal A. Holland, Jr., Chair	The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and the board's committees. Specific information about our director selection process is below under the heading “Director Selection.” In addition, the committee oversees the formation of our governance policies, including annual performance assessments for the board and each director. More information about these assessments may be found above under the heading “Board Governance,” paragraph titled “Board and Director Performance Assessments.” Each member of the nominating committee is an “independent director” under the Nasdaq Listing Rules. During 2017, the committee held ten meetings.
John M. Creekmore, Vice-Chair
Marshall H. Dickerson
John T. Foy
J. Niles McNeel
Michael D. Shmerling



Compensation Committee
Albert J. Dale, III, Chair	The compensation committee’s primary functions are setting our compensation strategy and administering the compensation of our named executive officers. The “Compensation Discussion and Analysis,” or CD&A, section below explains the compensation committee’s processes and procedures and discusses its specific decisions with respect to 2017 compensation. Each member of the committee is an “independent director” within the meaning of the Nasdaq Listing Rules and a “non-employee director” under SEC regulations. In determining independence, the board considered each member’s ability to be independent from management, each member’s relationships with us and the Bank, including any compensation (such as consulting, advisory or other compensatory payments), whether the member is considered our affiliate and additional relevant factors. The committee met eight times during 2017.
J. Niles McNeel, Vice-Chair
Frank B. Brooks
John M. Creekmore
Richard L. Heyer, Jr.
Neal A. Holland, Jr.



Enterprise Risk Management (ERM) Committee
Michael D. Shmerling, Chair	The ERM committee has overall responsibility for our enterprise-wide risk assessment management and oversight process. More information about the Company’s risk assessment process and the role of the committee may be found below under the heading “Role of the Board in Risk Oversight.” Each member of the ERM committee is an “independent director” as defined under the Nasdaq Listing Rules. During 2017, the committee held four meetings.
Marshall H. Dickerson, Vice-Chair
John M. Creekmore
Albert J. Dale, III
John T. Foy
Richard L. Heyer, Jr.
Neal A. Holland, Jr.

ROLE OF THE BOARD IN RISK OVERSIGHT

Our full board of directors is ultimately responsible for the oversight and management of our risk management ~~processes,~~and mitigation functions. To identify and mitigate risk, the board acts through a committee structure.

The board’s ERM committee is ~~assisted in this task~~primarily responsible for identifying enterprise-wide risks (including cyber-security risks), assessing how each risk might affect other risks and facilitating the Company’s operations within risk tolerance levels that are established by management and reviewed by the ~~Enterprise Risk Management Committee (“ERM committee”), whose members are~~board. The committee oversees and assists management in the ~~chairs of the various committees of the Company~~risk assessment process and the ~~Bank.~~ implementation of comprehensive risk management processes and procedures, it validates risk tolerance levels suggested by management, and it reviews and adopts policies, procedures and controls that are intended to mitigate risk.

The ERM committee ~~is tasked~~generally addresses enterprise-wide risk; other standing committees, working with ~~monitoring the~~management, are used to identify and mitigate more specific risks, ~~identified by the Company and Bank committees in the context of the impact of each identified risk on other identified risks and ultimately on the Company as a whole. In addition to the ERM~~including:

The board’s audit committee, ~~our and the Bank’s other committees are responsible for considering~~

~~and overseeing the risks within their particular area of concern. For example, our audit committee~~which focuses on financial reporting and operational risk. ~~As provided in its charter, the audit~~This committee meets regularly with management, our independent registered public accountants and our internal auditors to discuss the integrity of our financial reporting processes and internal controls ~~as well as~~and the steps ~~that have been~~ taken to monitor and control related risks. More information about the audit committee can be found above under the heading “Board Committees”and below in the“Report of the Audit Committee” and “Independent Registered Public Accountants” sections.

The board’s compensation committee, which evaluates risks ~~related~~associated with our executive compensation programs. The compensation committee is assisted by the Bank’s incentive compensation committee, which is comprised of senior management and reports directly to ~~such matters.~~ the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements to ensure that these arrangements appropriately balance risks and financial rewards in a manner that does not encourage or expose the Bank or the Company to imprudent risks. More information about the compensation committee, including the Bank’s incentive compensation committee, can be found below in the CD&A.

Our Bank’s loan committee, which is primarily responsible for credit and other risks arising in connection with our lending activities ~~which includes~~and overseeing management committees that also address these risks.

The Bank’s investment committee, which monitors our interest rate and liquidity risk, with the goal of structuring our asset-liability composition to maximize net interest income while minimizing the adverse impact of changes in interest rates on ~~net~~ interest income and capital. ~~Finally, our compensation committee, whose duties are described in more detail below, evaluates the risks that our executive compensation programs may generate.~~

Each committee meets regularly with management to assist management in identifying all of the risks within such committee’s areas of responsibility and in monitoring, and, where necessary, taking appropriate action to mitigate the applicable risks. At each board meeting, ~~the~~each committee ~~chairman~~chair provides a report to the full board of directors on ~~issues related to such~~the committee’s specific risk oversight ~~duties.~~and mitigation responsibilities. To the extent that any ~~risks~~risk reported to the full board ~~need~~needs to be ~~discussed~~addressed outside the presence of management, the board ~~will~~may call an executive session to discuss ~~these issues.~~the issue.

~~We believe the board’s approach~~In addition to ~~fulfilling its risk oversight responsibilities complements its leadership structure. In~~our full board of directors and committee structure, Mr. McGraw, in his capacity as ~~chairman~~our most senior executive officer, oversees management’s role in the implementation of ~~the board, Mr. McGraw reviews whether board committees are addressing their~~our risk ~~oversight duties in a comprehensive~~management processes by ensuring access to adequate and timely manner. Since he is also our chief executive officer, Mr. McGraw is able to assist these committees in fulfilling their duties by (1) requiring that our management team provide these committees with all requested reports and ~~other~~ information, ~~as well as with~~ access to our employees and ~~(2) implementing~~the prompt implementation of recommendations ~~of the various board committees to mitigate risk. At the same time,~~by our committees. Mr. Creekmore, as our lead director, is able to lead an independent review of the risk assessments developed by management and reported to the committees. Finally, we have a chief risk officer who leads management’s assessment of the risks we face, the determination of our risk tolerance levels and the implementation of effective risk management processes and procedures.

~~Director Compensation~~

The compensation committee recommends the compensation for our non-employee directors; our full board of directors approves or modifies the recommendation. Any modifications are implemented after the annual meeting. Directors who are also our employees receive no additional compensation for their service as directors, but they are reimbursed for any direct expenses incurred to attend our meetings.

DIRECTOR COMPENSATION FOR 2015
Name Fees Earned or Paid in Cash Stock Award Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation Total
A B C D E F
William M. Beasley $ 29,750
$ 20,000
$ 3,269
$ 6,391
$ 59,410
George H. Booth, II 29,000
20,000
4,313
4,803
58,116
Frank B. Brooks 45,500
20,000
4,122
7,013
76,635
Hollis C. Cheek 37,000
20,000
—
491
57,491
John M. Creekmore 51,000
20,000
4,375
11,561
86,936
Albert J. Dale, III 53,125
20,000
9,246
5,807
88,178
Jill V. Deer 37,250
20,000
—
491
57,741
Marshall H. Dickerson 52,500
20,000
—
7,013
79,513
John T. Foy 49,000
20,000
—
7,013
76,013
Richard L. Heyer, Jr. 34,000
20,000
3,097
491
57,588
Neal A. Holland, Jr. 58,125
20,000
—
491
78,616
J. Niles McNeel 31,500
20,000
—
7,013
58,513
Hugh S. Potts, Jr. 27,500
20,000
—
7,013
54,513
Fred Sharpe 14,000
—
—
13
14,013
Michael D. Shmerling 41,875
20,000
—
4,380
66,255

138

The table above includes information about the compensation paid to our non-employee directors for services they rendered during our fiscal year ended December 31, 2015. The compensation included in the table represents both cash payments and the value of other forms of payments and benefits as follows:

~~Column B, “Fees Earned or Paid in Cash”-~~Amounts in this column reflect the retainers and meeting fees we paid to our non-employee directors, which may be voluntarily deferred under our Deferred Stock Unit Plan or Directors’ Deferred Fee Plan.


◦	~~We paid the following retainers, prorated in the form of equal monthly payments:~~


▪	~~All directors received the amount of $20,000;~~


▪	~~Our lead director received an additional retainer in the amount of $7,500;~~


▪	~~The chairman of the audit committee received an additional retainer in the amount of $6,000; and~~


▪	~~The chairmen of the compensation, nominating and corporate governance, executive and loan committees each received an additional retainer in the amount of $3,000.~~


◦	~~We also paid the following meeting fees:~~


▪	~~Committee chairmen who do not receive a retainer for acting as such receive $750 for each meeting chaired; and~~


▪	~~Committee members receive $500 for each meeting they attend.~~


▪	Each of our non-employee directors who serves on one of our state bank boards was paid a $500 fee for each meeting attended, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at state bank board committee meetings.

~~Column C, “Stock Award,”~~ - On April 28, 2015, each director received a time-based restricted stock award in the aggregate amount of 652 shares of our common stock that will vest at the 2016 annual meeting. Column C reports the aggregate fair value of the award, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note N, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2015 for details regarding the assumptions used to derive the fair value of our restricted stock.

~~Column D, “Changes in Pension Value and Nonqualified Deferred Compensation Earnings”~~ - Amounts in this column report above-market earnings on amounts deferred under the Deferred Fee Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate with compounding as prescribed by the Internal Revenue Service. Column D does not include the $154,077 change in the actuarial present value of Mr. Potts’s accumulated pension plan benefit, determined as of December 31, 2015, which was earned while he was an employee of First M&F. Mr. Pott’s benefit is held in the Bank’s pension plan pending distribution.

~~Column E, “All Other Compensation”~~ ~~- Amounts in this column report the value of other benefits we provide to our non-employee directors, which consist of:~~


◦	Non-employee directors and their eligible dependents may enroll in our medical and dental plans on the same terms as our active employees; amounts in Column E represent the portion of the premiums paid by the Company;


◦	~~We provide term life and accidental death and dismemberment insurance coverage with a face amount of $10,000, at a cost of $25, which is included in Column E; and~~


◦	~~Column E includes the dividends paid on the restricted stock award.~~

During 2015, the Bank maintained two types of deferred compensation plans in which our non-employee directors were eligible to participate. Under one plan, the Deferred Stock Unit Plan, or the “DSU Plan,” deferred retainer and fees are deemed invested in units representing shares of our common stock and are credited with dividend equivalent units as and when we pay dividends. Units are allocated to each participant’s account based on a quarterly average market price. Under the other plan, the Directors’ Deferred Fee Plan, or the “Deferred Fee Plan,” deferred retainer and fees are notionally invested by each director in investment alternatives substantially similar to those offered under our 401(k) plan and in the Moody’s Average Corporate Bond Rate, or the

Moody’s Rate, which was a weighted average interest rate of 4.24% in 2015. Benefits under either plan are payable when a director ceases to serve as a member of the board or attains a specified age. Under the DSU Plan, deferred amounts are paid in the form of shares of our common stock; under the Deferred Fee Plan, deferred amounts are paid in cash.

~~Meetings Held During 2015~~

~~Our board held seven~~meetings during 2015. All directors attended at least 75% of the total number of board meetings and the meetings of the committees on which they served. The members of the board who are “independent directors” under Nasdaq Rule 5605(a)(2) met in executive session six~~times during 2015.~~

~~We do not have a policy requiring director attendance at our annual meeting. All of our current directors attended the 2015 annual meeting.We expect our entire board to attend this year’s annual meeting.~~

~~Board Committees~~

The board of directors of the Company has established, among others, an audit committee, a compensation committee and a nominating and corporate governance committee (which we refer to as the “nominating committee”). The composition and responsibilities of each of these committees are described below.

~~Audit Committee~~

Our audit committee has six members. Its chairman is Frank B. Brooks; the other members of the audit committee are John M. Creekmore, Jill V. Deer, Marshall H. Dickerson, John T. Foy and Michael D. Shmerling. The board has determined that each member of the audit committee: (1) is an “independent director” as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules; (2) meets the criteria for independence in Rule 10A-3(b)(1) of the Exchange Act; and (3) satisfies the other requirements for audit committee membership under the Nasdaq Marketplace Rules. The board has determined that Michael D. Shmerling qualifies as an “audit committee financial expert” under applicable SEC rules and regulations and satisfies the financial sophistication requirements under Rule 5605(c)(2)(A) of the Nasdaq Marketplace Rules. During 2015, the audit committee held 18~~meetings.~~

The audit committee has adopted a written charter, a copy of which is available at www.renasant.com, by clicking on “Corporate Overview” under the “Investor Relations” tab, then clicking on “Governance Documents” and then “Audit Committee Charter.” The audit committee reviews our financial reporting process on behalf of the board of directors. The audit committee’s duties and responsibilities under its charter include the following:

~~Appointing, compensating and overseeing our independent registered public accountants;~~

~~Monitoring the integrity of our financial reporting process and system of internal controls;~~

~~Monitoring the independence and performance of our independent registered public accountants and internal auditing department;~~

~~Pre-approving all auditing and permitted non-audit services provided by our independent registered public accountants;~~

~~Providing an avenue of communication among our independent registered public accountants, management, the internal auditing department and the board of directors; and~~

Establishing procedures for (1) the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, and (2) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

~~Compensation Committee~~

Our compensation committee has six members. Its chairman is Albert J. Dale, III; the other members of the committee are Frank B. Brooks, John M. Creekmore, Richard L. Heyer, Jr., Neal A. Holland, Jr., and J. Niles McNeel. Each member of the committee is considered: (1) an “independent director” within the meaning of Rule 5605(a)(2) of the Nasdaq Marketplace Rules, (2) a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and (3) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. The compensation committee met eight times during 2015.

The compensation committee has adopted a written committee charter, most recently amended January 19, 2016, which describes its specific authority, powers and responsibilities. A copy of the charter is available at www.renasant.com by clicking on “Corporate Overview” under the “Investor Relations” tab, then clicking on “Governance Documents” and then “Compensation Committee Charter.” As provided in the charter, the responsibilities of the compensation committee include:

~~Setting the Company’s compensation strategy;~~

~~Determining the compensation of our CEO and other named executives, subject to the approval of our board;~~

~~Making annual grants and awards under our LTIP, subject to the approval of our board; and~~

~~Otherwise providing oversight and management of the compensation practices, plans and policies for our named executive and senior executive officers.~~

~~The analyses and decisions made by the compensation committee about the compensation of our named executives can be found below in the “Compensation Discussion & Analysis” section.~~

~~Nominating and Corporate Governance Committee~~

The nominating committee evaluates, nominates and recommends individuals for membership on our board of directors and the board’s committees and plays a leadership role in our formulation of corporate governance policies. Its chairman is Neal A. Holland, Jr.; the other members of the nominating committee are John M. Creekmore, Marshall H. Dickerson, John T. Foy, J. Niles McNeel and Michael D. Shmerling. Each of the current members of the nominating committee is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. During 2015, the nominating committee held 11~~meetings.~~

The nominating committee has adopted a written charter, a copy of which is available at www.renasant.com, by clicking on “Corporate Overview” under the “Investor Relations” tab, then clicking on “Governance Documents” and then “Nominating and Governance Committee Charter.”DIRECTOR SELECTION

The nominating committee evaluates and recommends potential new directors based upon the needs of the board and the Company. The committee’s objective is to craft a board composed of individuals with a broad mix of backgrounds and experiences and possessing, as a whole, ~~all of~~ the knowledge, skills and experience necessary to guide a publicly-traded ~~company~~financial institution like usRenasant in the prevailing business environment.

Although there is no formal policy, the board and nominating committee, as well as our management, believe that board membership should reflect diversity in its broadest sense. The nominating committee ~~uses~~considers a candidate’s gender, ethnicity, experience, education, geographic location and difference of viewpoint when evaluating his or her qualifications for election to the ~~same criteria to assess all candidates for director, whether proposed by the committee itself, by a shareholder or otherwise.~~ board.

In addition to the eligibility requirements included in our Bylaws, the ~~criteria include, without limitation, whether the candidate possesses the~~ following qualifications and ~~qualities:~~qualities, among others, are evaluated by the nominating committee:

~~Independence for purposes of Rule 5605(a)(2)~~“Independence” within the meaning of the Nasdaq ~~Marketplace~~Listing Rules and SEC rules and regulations;

Experience in banking or in marketing, finance, legal, accounting or other professional disciplines;

Diversity of background and other characteristics ~~which~~that are reflective of our shareholders;

Familiarity with and participation in the local communities in which we do business;

Prominence and a highly-respected reputation in his or her profession;

A proven record of honest and ethical conduct, personal integrity and independent judgment;

Ability to represent the interests of our shareholders; and

Ability to devote time to fulfill the responsibilities of a director and to enhance their knowledge of our industry.

Neither the board nor the nominating committee has adopted a formal policy with regard to the consideration of diversity when evaluating candidates for election to the board. However, the nominating committee believes that board membership should reflect diversity in its broadest sense, and so it does consider a candidate’s gender, ethnicity, experience, education, geographic location and difference of viewpoint when evaluating his or her qualifications for election to the board. Whenever the nominating committee evaluates a potential candidate, the committee considers that individual in the context of the composition of the board as a whole.

~~Shareholder Nominees to the Board of Directors~~

Usually, nominees for election to the board are proposed by the current members of the board. The nominating committee will also consider candidates that shareholders and others ~~recommend.~~ recommend, and the committee uses the same criteria in assessing shareholder-recommended candidates as it does for candidates proposed by the committee or another board member. More information about the process for shareholder recommendations may be found below under the heading “Shareholder ~~recommendations should~~Communications” in the paragraph titled “Process for Shareholder Recommendations.”

DIRECTOR INDEPENDENCE

The board has determined that each of our directors (including directors whose service on the board will cease after the annual meeting) is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules, with the exception of Messrs. McGraw, Hart, Potts and Waycaster (who is a nominee for election to the board). When determining each director’s status as an “independent director,” the board evaluated the following relationships involving Renasant or the Bank:

Transactions involving a director, members of his or her immediate family and business with which they are associated and the Company or the Bank (more information about these transactions may be ~~addressed to: Secretary,~~found below under the headings “Indebtedness of Directors and Executive Officers”and “Other Related Person Transactions”).

The Bank employs Mr. Creekmore’s son as a credit analyst in its credit administration department, and Dr. Heyer’s son is employed as an investment officer in the Bank’s wealth management division. Neither employee is considered an “executive officer” of the Company, and neither employee received compensation for 2017 at a level that would cause his employment to constitute a “related person” transaction under applicable SEC regulations. The compensation paid to each employee was consistent with the compensation paid to similarly-situated employees of the Bank.

Messrs. McGraw, Hart and Waycaster are not independent directors because they are Renasant employees. After considering a number of factors, including the employment of his son as an officer of the Bank, our board also determined that Mr. Potts was not independent. More information about the employment of Mr. Pott’s son is described below under the heading “Other Related Person Transactions.”

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Certain of our directors and executive officers, members of their immediate families and businesses with which they are associated are customers of the Bank and have entered into loan transactions with the Bank. These transactions were made in the ordinary course of the Bank’s business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. The Bank’s board of directors approved all such loans in accordance with the Federal Reserve’s Regulation O and other bank regulatory requirements.

OTHER RELATED PERSON TRANSACTIONS

In addition to the loan transactions described above, we have deposit and other financial services-related relationships in the ordinary course of the Bank’s business with our directors and executive officers, members of their immediate families and businesses with which they are associated, and we expect to engage in similar transactions with these persons in the future. All certificates of deposit and depository relationships with these persons were made in the ordinary course of the Bank’s business and involved substantially the same terms, including interest rates, as those prevailing at the time for comparable depository relationships with persons not related to the Company or the Bank.

In addition, the Bank employs the following individuals who are related persons (in addition to Mr. Creekmore’s son and Dr. Heyer’s son, described above under the heading “Director Independence”):

The son of R. Rick Hart, an executive officer and a director, is a Senior Vice President and Commercial Relationship Officer of the Bank, located in Nashville, Tennessee. In 2017, his total cash compensation was $255,005, and he received an award of 450 shares of time-based restricted stock that will fully vest in 2020.

The son of Hugh S. Potts, Jr., a director, is an Executive Vice President and the Chief Investment Officer of the Bank. In 2017, his total cash compensation was $207,692, and he received an award of 700 shares of time-based restricted stock that will fully vest in 2020.

Neither of the foregoing employees is an “executive officer” as that term is defined under SEC rules and regulations.

LEGAL PROCEEDINGS INVOLVING A DIRECTOR OR EXECUTIVE OFFICER AND THE COMPANY OR THE BANK

We are not aware of any current legal proceedings where any of our directors, executive officers or other affiliates, any holder of more than 5% of our common stock, or any of their respective associates, is a party adverse to us, the Bank or any of our other subsidiaries.

SHAREHOLDER COMMUNICATIONS

Receipt of Proxy Materials. If you received a paper copy of this proxy statement, you can elect to receive future proxy materials over the internet. Please refer to your proxy card for instructions for requesting electronic delivery of our proxy materials. If you received the Notice of the electronic availability of our proxy materials, you may obtain a paper copy of the materials. Please refer to the Notice for instructions for ordering a paper copy of the proxy materials and selecting a future delivery preference.

Shareholder Questions. Although we have no formal policy, shareholders may send communications to the board and individual directors by contacting Kevin D. Chapman, our Chief Financial Officer, in one of the following ways:

By writing to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi ~~38804-4827. Your recommendations~~38804-4827, Attention: Chief Financial Officer;

By e-mail to KChapman@renasant.com; or

By phone at (662) 680-1450.

Mr. Chapman will forward to the audit committee any communication concerning employee fraud or accounting matters, and he will forward to the full board any communication relating to corporate governance or requiring action by the board of directors. Mr. Chapman will respond to communications that may be addressed most effectively by management.

Process for Shareholder Recommendations. Shareholders may recommend candidates for election to the board of directors. Recommendations should be addressed to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Secretary. Recommendations must be submitted to us no earlier than December ~~28, 2016,~~25, 2018, and no later than January ~~27, 2017,~~24, 2019, for consideration as a possible nominee for election to the board at our ~~2017~~2019 annual meeting.

The ~~specific requirements of our~~ advance notice and eligibility provisions ~~which~~that apply to shareholder recommendations of director candidates ~~for director,~~ are set forth in Article III, Section 9, of our Bylaws, a copy of which is available upon request. Among other things, a shareholders’ notice must include the following information as to each nominee:

The reason for making the nomination;

All arrangements or understandings between or among the recommending shareholder(s) and the nominee, as well as any information that would have to be disclosed under Item 404 of Regulation S-K if the recommending shareholder (and any beneficial owner on whose behalf the recommendation has been made) were the registrant;

All information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, the Exchange Act, and the rules and regulations promulgated thereunder; and

The nominee’s written consent to being named in the proxy statement and to serve as a director if elected.

~~The~~A shareholders’ notice must also ~~set forth~~include the name and address of the nominating shareholder and information relating to, among other ~~things~~things: (1) all direct and indirect ownership interests (including hedges, short positions and derivatives) and economic interest in our stock (such as rights to dividends) and all proxies and other arrangements to vote our stock held by the nominating ~~shareholder,~~shareholder; and (2) all other information that the shareholder would be required to disclose under Section 14 of the Exchange Act in connection with the solicitation of proxies by ~~such~~a shareholder in a contested election. If a shareholder intends to recommend a nominee for election as director on behalf of the beneficial owner of the shares that the recommending shareholder is the record owner of, the recommending shareholder must also provide the information described above with respect to the beneficial owner.

~~Responding~~Shareholder Proposals for the 2019 Annual Meeting. At the annual meeting each year, the board of directors submits to ~~Shareholder Questions~~shareholders its nominees for election as directors and a non-binding advisory resolution relating to our executive compensation. In addition, the board may submit other matters to the shareholders for action at the annual meeting. Shareholders may also submit proposals for action at the annual meeting.

~~The board has not adopted~~Shareholders interested in submitting a ~~formal procedure that you must follow to send communications to it, but it does have informal~~proposal for inclusion in our proxy materials for the 2019 Annual Meeting of Shareholders may do so by following the procedures described below, that it believes adequately facilitate shareholder communications with the board. Shareholders can send communications to the board and individual directors by contacting Kevin D. Chapman, our Chief Financial Officer, in ~~one~~Rule 14a-8 of the ~~following ways:~~

~~By writing to Renasant Corporation,~~Exchange Act. If the 2019 annual meeting is held within 30 days of April 24, 2019, shareholder proposals must be received by E. Robinson McGraw at 209 Troy Street, Tupelo, Mississippi ~~38804-4827; Attention: Chief Financial Officer;~~38804-4827, no later than the close of business onNovember 15, 2018, in order for such proposals to be considered for inclusion in the proxy statement and form of proxy relating to such meeting.

~~By e-mail~~For any shareholder proposal to ~~KChapman@renasant.com; or~~

~~By phone~~be presented in connection with the 2019 Annual Meeting of Shareholders but without inclusion in our proxy materials, including any proposal relating to the nomination of an individual to be elected to the board of directors, a shareholder must give timely written notice thereof in writing to the Secretary in compliance with the advance notice and eligibility requirements contained in our Bylaws. To be timely, a shareholder’s notice must be delivered to the Secretary at ~~(662) 680-1450.~~

~~If you request information or ask questions that can~~209 Troy Street, Tupelo, Mississippi 38804-4827 not less than 90 days nor more ~~efficiently be addressed by management, Mr. Chapman will respond~~than 120 days prior to ~~your questions instead~~the first anniversary of the ~~board. He will forward~~immediately preceding year’s annual meeting. If, however, the date of the annual meeting is advanced by more than 30 days or delayed by more than 90 days from such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of such meeting. The notice must contain information specified in our Bylaws about each nominee or the proposed business and the shareholder making the nomination or proposal.

Under our Bylaws, based upon the meeting date of April 24, 2018 for the 2018 Annual Meeting of Shareholders, a qualified shareholder intending to introduce a proposal or nominate a director at the 2019 Annual Meeting of Shareholders but not intending the proposal to be included in our proxy materials for such meeting must give written notice to our Secretary not earlier than the close of business on December 25, 2018, and not later than the close of business on January 24, 2019.

The advance notice provisions in our Bylaws also provide that in the case of a special meeting of shareholders called for the purpose of electing one or more directors, a shareholder may nominate a person or persons (as the case may be) for election to such position if the shareholder’s notice is delivered to the ~~audit committee any communication concerning employee fraud or accounting matters and will forward~~Secretary at the above address not earlier than the 120th day prior to the ~~full board any communication relating~~special meeting and not later than the close of business on the later of the 90th day prior to ~~corporate governance~~the special meeting or, ~~those requiring action~~if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of the special meeting and of the nominees proposed by the board of ~~directors.~~directors to be elected at such meeting.

~~Indebtedness of Directors and Officers~~

~~Certain~~The specific requirements of our ~~directors~~advance notice and ~~officers, businesses with~~eligibility provisions are set forth in Article III, Section 9 of our Bylaws, a copy of which they are associated and members of their immediate families are customers of the Bank and have entered into loan transactions with the Bank. These transactions were made in the ordinary course of the Bank’s business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not relatedis available upon request. Requests should be sent to the ~~Company or the Bank, and did not involve more than the normal risk~~Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827.



BOARD MEMBERS AND COMPENSATION

MEMBERS OF THE BOARD OF DIRECTORS

The following information sets forth each member of ~~collectability or present other unfavorable features. The Bank’s~~our board of directors ~~approved~~who will continue after the annual meeting (ages are as of the 2018 annual meeting), assuming all ~~such loans in accordance with bank regulatory requirements.~~

~~Other Related Person Transactions~~

~~In addition~~of our nominees to the ~~loan transactions described above, we have deposit~~board are elected at the 2018 annual meeting. Information about Mr. Waycaster, who serves as our President and ~~other financial services-related relationships~~Chief Operating Officer, is included below because he has been nominated to serve as a Class 1 director. The information below includes highlights of the specific experience, qualifications, attributes and skills that led us to conclude that each should be and remain a member of our board. We believe that our board of directors consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders, including the qualities listed in the ~~ordinary course~~“Corporate Governance and Board of Directors” section under the ~~Bank’s business with~~heading “Director Selection” above.



Name	Age	Class	Background, Qualifications and Skills
Donald Clark, Jr. Director since 2017	68	1	Background: Mr. Clark currently serves as Chairman of Butler Snow, LLP, the largest Mississippi-based law firm. As a member of the firm’s Public Finance and Incentives Group, Mr. Clark has extensive experience in municipal bonds, economic development incentives and government relations. Mr. Clark was appointed as a director of the Company upon the completion of our acquisition of Metropolitan in July 2017. Experience/Qualifications/Skills: Mr. Clark is highly regarded in the legal profession. As Chairman of Butler Snow, he oversees the operations of a firm with over 340 attorneys located in 22 offices spread throughout the United States (as well as two international offices), many of which are located within the Bank’s footprint. This experience provides the board with insight on the needs of customers within many of our markets. As the leader of a law firm, Mr. Clark also can provide valuable input to the board on enterprise-wide risk management practices. Finally, Mr. Clark’s experience in public finance, economic development incentives and government relations makes him a resource to the board in these areas.
Albert J. Dale, III Director since 2007	67	1	Background: Mr. Dale has served as president of Dale, Inc. since 1985. Dale, Inc., located in Nashville, Tennessee, is a specialty contractor and a Marvin Windows and Doors, Kolbe Windows and Doors and Sierra Pacific Windows and Doors dealer in Tennessee, Kentucky and Alabama. He was appointed as a director of the Company upon the completion of our acquisition of Capital Bancorp, Inc., or Capital, in July 2007. Experience/Qualifications/Skills: As a supplier to businesses and consumers, Mr. Dale’s professional experience provides the board with insight from the customer’s perspective on the needs and risks associated with business development. In addition, Mr. Dale brings to the board an intimate knowledge of Nashville, Tennessee, one of our growth markets. We rely on Mr. Dale for advice on where and how to serve the Nashville metropolitan area.



Name	Age	Class	Background, Qualifications and Skills
John T. Foy Director since 2004	70	1	Background: Mr. Foy is retired. From February 2004 until February 2008, he served as president and chief operating officer of Furniture Brands International, Inc. During that time, he was also a member of the board of directors of Furniture Brands International. Prior to 2004 he served as president and chief executive officer of Lane Furniture Industries. Furniture Brands International was, and Lane Furniture Industries is, engaged in the manufacture of upholstered and wooden furniture. Experience/Qualifications/Skills: Furniture manufacturing represents a major segment of the economy in our North Mississippi markets. We believe that Mr. Foy’s broad experience in the furniture manufacturing industry gives us an advantage in soliciting these types of customers, as well as customers in the manufacturing industry in general. Also, Mr. Foy’s experience as the president and a director of Furniture Brands International, Inc., which was a publicly-traded company during Mr. Foy’s tenure, provides him with insights on the operation of a company with diverse operations as well as on corporate governance.
C. Mitchell Waycaster Nominee for election	59	1	Background: Mr. Waycaster has served as our President and Chief Operating Officer since January 2016; and he will assume the role of Chief Executive Officer as of May 1, 2018. Prior to being President, Mr. Waycaster served as our Executive Vice President since February 2003 and a Senior Executive Vice President since June 2005. He served as Chief Administrative Officer of the Bank from April 2007 to January 2016. Mr. Waycaster served as President of the Mississippi Division of Renasant Bank from January 2005 to April 2007; previously Mr. Waycaster served as Executive Vice President and Director of Retail Banking of the Bank from 2000 until December 2004. Experience/Qualifications/Skills: Mr. Waycaster has been an employee of the Bank for over 38 years. During that time, he has worked in virtually all of the Bank's areas of operation. This experience gives Mr. Waycaster a detailed understanding of our operations as well as the opportunities and challenges that we face. As our next chief executive officer, Mr. Waycaster's insight will be essential to assisting the board in developing and implementing our strategic plans.
John M. Creekmore Director since 1997	62	2	Background: Since June 2017, Mr. Creekmore has served as general counsel for United Furniture Industries, Inc. Prior to taking this position, Mr. Creekmore was the owner of the Creekmore Law Office, PLLC. Experience/Qualifications/Skills: As general counsel of a large manufacturing enterprise, Mr. Creekmore brings a legal point of view to the risks and challenges that we face. He also provides us with insights regarding the legal implications of our plans and strategies. Finally, Mr. Creekmore works in Verona, Mississippi, and helps shape our policies with respect to our smaller markets.



Name	Age	Class	Background, Qualifications and Skills
Jill V. Deer Director since 2010	55	2	Background: Ms. Deer is Vice President of Planning, Administration and Risk for Brasfield & Gorrie, L.L.C., one of the nation’s largest privately-held construction firms, with revenues in excess of $3 billion. Prior to joining Brasfield & Gorrie, Ms. Deer served as a principal of Bayer Properties, L.L.C., a full service real estate company based in Birmingham, Alabama that owns, develops and manages commercial real estate. Ms. Deer joined Bayer Properties in 1999 to serve as an executive officer and general counsel of the company. Prior to that time, she was a partner in a large regional law firm in Birmingham practicing in the area of commercial real estate finance. Experience/Qualifications/Skills: The Birmingham metropolitan area is the largest metropolitan area in Alabama and one of our key growth markets. Ms. Deer’s knowledge and experience in this market helps us develop strategies to further expand our presence in Birmingham. Furthermore, Ms. Deer’s professional experience in the real estate and construction industries gives the board an additional resource in understanding the risks and trends associated with commercial real estate, especially because Brasfield & Gorrie operates in many of the same markets in which Renasant is located.
Neal A. Holland, Jr. Director since 2005	62	2	Background: Mr. Holland has been president of Holland Company, Inc., a diversified sand, stone and trucking company in Decatur, Alabama, since 1980. He is also the chairman and CEO of Alliance Sand and Aggregates, LLC. Mr. Holland was appointed as a director of the Company upon the completion of our acquisition of Heritage Financial Holding Corporation in 2005. Mr. Holland is also the owner of Miracle Mountain Ranch LLC, a summer camp and retreat center located in Pennsylvania. Experience/Qualifications/Skills: Mr. Holland gives us valuable advice in shaping our policies and strategies in our Alabama markets. Mr. Holland’s service on the board and executive committee of Heritage Financial Holding Corporation, which we acquired in 2005, has given him added experience and insight to the risks associated with serving on the board of a publicly-traded financial institution. As the owner of multiple businesses, he also is able to add a borrower’s perspective to the board’s discussions.
E. Robinson McGraw Director since 2000	71	2	Background: Mr. McGraw has served as our and the Bank’s Chief Executive Officer since 2000, and he served as our and the Bank’s President from 2000 to January 2016. Effective May 1, 2018, Mr. McGraw will transition from Chief Executive Officer to Executive Chairman of the Company and the Bank. Since June 2005, Mr. McGraw has also served as Chairman of our and the Bank’s board of directors, and he will continue to serve in these capacities after his transition to Executive Chairman. Mr. McGraw served as Executive Vice President and General Counsel of the Bank prior to becoming our Chief Executive Officer. Experience/Qualifications/Skills: It is unlikely that there is any individual that has a more intimate knowledge of our history, our current operations and our future plans than Mr. McGraw. His insight is an essential part of formulating our plans and strategies. Mr. McGraw’s legal background and years of experience with the Company provide the board an additional resource on legal implications and the regulatory requirements specifically attributable to the banking industry and financial institutions.



Name	Age	Class	Background, Qualifications and Skills
Marshall H. Dickerson Director since 1996	69	3	Background: Mr. Dickerson is retired. Prior to his retirement, he was the owner and manager of Dickerson Furniture Company, a company engaged in retail home furnishings sales until its closing in 2012. Experience/Qualifications/Skills: Mr. Dickerson owned and operated his own business for over 33 years. As a former small business owner, he understands the capital needs and other challenges that many of our small business customers face on a daily basis; he also understands the services that a small business owner requires from its banking relationship. We believe that Mr. Dickerson’s insights on these topics help us tailor our products, as well as our customer service operations, to meet the needs of this important segment of our business.
R. Rick Hart Director since 2007	69	3	Background: Mr. Hart has served as an Executive Vice President of the Company and President of the Northern Region of the Bank since October 2012. Effective as of the annual meeting, Mr. Hart will transition to the position of the Chairman of the Middle Tennessee Division. He served as the President of the Tennessee Division and Middle Tennessee Division of the Bank from July 2007 until October 2012. Prior to our acquisition of Capital, Mr. Hart served as chairman, president and chief executive officer of Capital Bank & Trust Company, in Nashville, Tennessee. Mr. Hart was appointed as a director of the Company upon the completion of our acquisition of Capital in July 2007. Experience/Qualifications/Skills: Mr. Hart brings the experience of a Nashville banker to the board, helping to formulate our plans for the Nashville market. Along with Mr. McGraw, Mr. Hart serves as a liaison between the board and our employees, keeping the board abreast of employee concerns and morale.
Richard L. Heyer, Jr. Director since 2002	61	3	Background: Dr. Heyer has served as a physician and partner of Tupelo Anesthesia Group, P.A. since 1989. In addition, Dr. Heyer is President and co-owner of TAG Billing, LLC, a medical billing service provider in the medical industry. Experience/Qualifications/Skills: Dr. Heyer’s experience in the medical industry brings a unique perspective to the challenges and opportunities that our board faces. Dr. Heyer’s background and experience is important in the formulation of board policy. Dr. Heyer is a business owner in the medical industry and adds this perspective to board discussions.
J. Niles McNeel Director since 1999	71	3	Background: Mr. McNeel has engaged in the practice of law as a partner of the law firm of McNeel and Ballard since 1983. Experience/Qualifications/Skills: Mr. McNeel’s practice is based in Louisville, Mississippi, giving him insight into the issues facing our customers in our smaller markets. As an attorney, Mr. McNeel also brings a legal perspective to the board’s deliberations and analysis.



Name	Age	Class	Background, Qualifications and Skills
Michael D. Shmerling Director since 2007	62	3	Background: Mr. Shmerling has served as chairman of Choice Food Group, Inc., a manufacturer and distributor of food products, since July 2007 and chairman of Clearbrook Holdings Corp. (formerly XMI Holdings Inc.) since 1999. Mr. Shmerling previously served as a senior advisor to Kroll, Inc., a risk consulting company, from August 2005 to June 2007 and an executive vice president of Kroll, Inc. from August 2000 to June 2005. Effective as of May 2001, he also served as Chief Operating Officer of Kroll. Mr. Shmerling was appointed as a director of the Company upon the completion of our acquisition of Capital in July 2007. Mr. Shmerling is also a director for Healthstream, Inc., a publicly-traded company. Experience/Qualifications/Skills: Mr. Shmerling’s business and philanthropic endeavors in the Nashville market provide us with opportunities to create new business relationships and grow market share in this key area. In addition, his 39-year professional history as a licensed CPA (now inactive) in public and private practice provides the board with a broad range of financial knowledge and business acumen. Mr. Shmerling is experienced in assessing and mitigating risk and formulating policies designed to minimize risk exposure. In addition, his experience as an officer and director of publicly-traded companies gives the board another resource for issues specific to publicly-traded companies in the areas of financial reporting and corporate governance.

DIRECTOR COMPENSATION

The compensation committee recommends the compensation for our non-employee directors; our full board of directors ~~and officers, businesses with which~~approves or modifies the recommendation. Any modifications are implemented after our annual meeting. Directors who are also our employees receive no additional compensation for their service as directors, but they are ~~associated and members of their immediate families, and we expect~~reimbursed for any direct expenses incurred to ~~engage in additional transactions with these persons in~~attend our meetings. The table below includes information about the future. All certificates of deposit and depository relationships with these persons were made in the ordinary course of the Bank’s business and involved substantially the same terms, including interest rates, as those prevailing at the timecompensation paid to our non-employee directors for ~~comparable depository relationships with persons not related to the Company or the Bank.~~services they rendered during our fiscal year ended December 31, 2017.



2017 Director Compensation
Name	Fees Earned or Paid in Cash		Stock Awards		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
A	B		C		D		E		F
George H. Booth, II	$	42,167	$	35,000	$	3,136	$	5,293	$	85,596
Frank B. Brooks	57,167		35,000		2,816		7,725		102,708
Hollis C. Cheek	54,167		35,000		—		582		89,749
Donald Clark, Jr.	20,500		29,167		—		134		49,801
John M. Creekmore	68,667		35,000		3,580		9,395		116,642
Albert J. Dale, III	69,167		35,000		—		6,376		110,543
Jill V. Deer	49,917		35,000		337		582		85,836
Marshall H. Dickerson	59,167		35,000		—		7,725		101,892
John T. Foy	57,917		35,000		—		7,725		100,642
Richard L. Heyer, Jr.	45,917		35,000		2,425		582		83,924
Neal A. Holland, Jr.	74,292		35,000		—		582		109,874
J. Niles McNeel	46,667		35,000		—		7,725		89,392
Hugh S. Potts, Jr.	41,667		35,000		532		7,725		84,924
Fred Sharpe	49,167		35,000		74		582		84,823
Michael D. Shmerling	54,667		35,000		—		7,054		96,721

Compensation reported in the table above represents both cash payments and the value of other forms of payments and benefits as follows:

~~In addition~~Column B - Fees Earned or Paid in Cash.Amounts in this column reflect the retainers and meeting fees we paid in 2017 to ~~the individuals discussed above~~our non-employee directors, which may be voluntarily deferred under ~~the heading “~~our Deferred Stock Unit Plan or Directors’ Deferred Fee Plan, which are described below.~~Independent Directors”, the Bank employs~~

We paid the following ~~individuals who are related persons:~~retainers, prorated in the form of equal monthly payments:

All directors received a retainer the amount of $35,000;

Our lead director received an additional retainer in the amount of $12,000;

The ~~son~~chair of ~~R. Rick Hart,~~the audit committee received an additional retainer in the amount of $6,000; and

The chairs of the executive, ~~officer~~compensation, nominating and loan committees each received an additional retainer in the amount of $3,000.

We also paid the following meeting fees:

Committee chairs who do not receive a retainer for acting as such receive $750 for each meeting chaired; and

Committee members receive $500 for each meeting they attend.

During 2017, each of our non-employee directors who serves on one of our state bank boards was paid a $500 fee quarterly or when the board meets, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at state bank board committee meetings.

Column C - Stock Awards.On April 25, 2017, each director, ~~is a Senior Vice President and Commercial Relationship Officer~~with the exception of ~~the Bank.~~ Mr. Hart’s son was an employee of Capital prior to the merger and continues to work in the same capacity at a branch located in Nashville, Tennessee. In 2015, his total cash compensation was $175,618, and heClark, received a ~~grant of 450 shares of~~ time-based restricted stock award of 812 shares of our common stock, which is subject to one-year vesting and will ~~fully~~ vest at the 2018 annual meeting. Mr. Clark, who was appointed to our board in ~~2018.~~

The son of Hugh S. Potts, Jr. is an Executive Vice President and the Chief Investment Officer of the Bank. Mr. Potts’s son was an employee of First M&F prior to the merger and continues to work in a similar capacity with the Company. In 2015, his total cash compensation was $224,129, and heJuly 2017, received a ~~grant of 250 shares of~~prorated time-based restricted stock award, which will ~~fully~~ vest ~~in 2018.~~

~~Neither~~at the 2018 annual meeting. Column C reports the aggregate fair value of this award, determined as of the ~~foregoing employees is an “executive officer” as that term is defined~~date of award, calculated in ~~Rule 3b-7~~accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2017 for details regarding the assumptions used to derive the fair value of our restricted stock.

Column D - Changes in Pension Value and Nonqualified Deferred Compensation Earnings.Amounts in this column report above-market earnings on amounts deferred under the ~~Exchange Act.~~Directors’ Deferred Fee Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. Mr. Potts is a participant in a legacy pension plan under which all benefits ceased to accrue in 2008. Column D does not include the $1,371 change in the actuarial present value of his accumulated pension plan benefit determined as of December 31, 2017.

~~Policies~~

Column E - All Other Compensation.Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following:

Non-employee directors and ~~Procedures~~their eligible dependents may elect to ~~Review, Approve~~enroll in our medical and ~~Ratify Related Person Transactions~~dental plans; amounts in Column E represent the additional compensation that is paid to each electing director, representing the portion of the applicable premiums that would be paid by the Company if the director were an active employee; and

We ~~expect our directors, officers~~provide term life and ~~employees~~accidental death and dismemberment insurance coverage to ~~act and make decisions that are in our best interests and encourage them to avoid situations which present~~each director with a ~~conflict between our interests and their own personal interests. Under our code~~face amount of ethics, our directors, officers and employees are prohibited from taking any action that may make it difficult for them to perform their duties, responsibilities and services to us in an objective and fair manner. A copy$10,000, at a cost of our Code of Ethics is available at www.renasant.com by clicking on “Corporate Overview” under the “Investor Relations” tab, then clicking on “Governance Documents” and then “Code of Ethics.”$25.

The entire board of directors is responsible for reviewing and approving or ratifying all material transactions between us and our subsidiaries with any related person. To identify related person transactions, each year we require our directors and officers to complete Director and Officer Questionnaires identifying any transactions with us in which the officer or director or their immediate family members have an interest. When the board reviews, approves or ratifies related person transactions, the director associated with the matter must abstain from voting and, typically, is not present while discussions and deliberations are held. Related persons include any of our directors or executive officers, their immediate family members and businesses with which they are associated. The types of transactions that must be reviewed and approved include extensions of credit and other business relationships.

We review related person transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any way with our interests. Our Code of Ethics requires all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify the chairman of the audit committee. Other than our Code of Ethics, our related person transaction policy is not in writing.

Also, we have adopted written policies to comply with regulatory requirements and restrictions applicable to us, including Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders).

~~Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank~~

~~We are not aware of any current legal proceedings involving any of our directors or executive officers and either the Bank or us.~~

During 2017, the Bank maintained two types of deferred compensation plans in which our non-employee directors may participate: the Deferred Stock Unit Plan and the Director’s Deferred Fee Plan. Under the Deferred Stock Unit Plan, deferred retainer and fees are deemed invested in units representing shares of our common stock and are credited with dividend equivalent units as and when we pay cash dividends. Units are allocated to each participant’s account based on a quarterly average market price. Under the Directors’ Deferred Fee Plan, deferred retainer and fees are notionally invested by each director in investment alternatives substantially similar to those offered under our 401(k) plan and in the Moody’s Average Corporate Bond Rate, which was 3.78% in 2017. Benefits under either plan are payable when a director ceases to serve as a member of the board or attains a specified age and may be paid in a lump sum or installments. Under the Deferred Stock Unit Plan, deferred amounts are paid in the form of shares of our common stock; under the Deferred Fee Plan, deferred amounts are paid in cash.



EXECUTIVE OFFICERS

The names, ages (as of the annual meeting), positions and business experience of our principal executive officers, except for Messrs. McGraw, Hart and ~~Hart,~~Waycaster, are listed below. Because they are also members of our board, or, as to Mr. Waycaster, a nominee for election, information about ~~Messrs. McGraw and Hart appeared earlier~~these individuals appears above in the ~~section entitled~~ “Board ~~of Directors~~Members and Compensation” section under the heading “~~Current~~Members of the Board of Directors.” All of our executive officers are appointed annually by our board and serve at the discretion of the board except for our “named executive ~~officers” –~~officers,” who are Messrs. McGraw, Waycaster, Chapman, Hart ~~Chapman, Waycaster, Ross~~ and ~~Dorminey –~~Cochran, and Mr. Jeanfreau, each of whom is party to an employment agreement.



Name	Age	Position
Kevin D. Chapman	4042	Our Executive Vice President since January 2011 and Chief Financial Officer since October ~~2011.~~2011; Mr. Chapman will also assume the role of Chief Operating Officer on May 1, 2018. Mr. Chapman served as our Corporate Controller from May 2006 until October 2011. He has served as Senior Executive Vice President of the Bank since January 2011 and Chief Financial Officer of the Bank since October 2011. Mr. Chapman served as Chief Strategy Officer of the Bank from January 2011 until October 2011. He was a Senior Vice President of the Bank from January 2005 until July 2006, at which time he became an Executive Vice President and the Bank’s Chief Accounting Officer.
J. Scott Cochran	5254	Our Executive Vice President since April 2007 and President of the Western Region of the Bank since October 2012. Mr. Cochran served as President of the Mississippi Division of the Bank from April 2007 to October 2012; he served as Administrative Officer of the Bank’s Corporate Banking Division from March 2005 to April 2007. Prior to March 2005, he served as Senior Commercial Lending Officer of the Bank.
Stephen M. Corban	6062	Our Executive Vice President and General Counsel since July 2003; he has also served as Senior Executive Vice President and General Counsel of the Bank since ~~July 2003.~~
~~O. Leonard Dorminey~~	63	Our Executive Vice President since July 1, 2015 and President of the Eastern Region of the Bank since July, 1, 2015. Prior to our acquisition of Heritage Financial Group, Inc. in July, 2015 Mr. Dorminey served as Chief Executive Office of both Heritage Financial and HeritageBank of the South.January 2006.
James W. Gray	5961	Our Executive Vice President since February 2003; he has also served as Senior Executive Vice President of the Bank since June 2005. Mr. Gray has served as Chief Revenue Officer of the Bank since October 2012. He served as Chief Information Officer of the Bank from March 2006 to October 2012, and was Strategic Planning Director from January 2001 until March 2006. Prior to January 2001, he served as the Bank’s Chief Operations Officer.
Mark W. Jeanfreau	43	Our Executive Vice President since September 2017; he has also served as Senior Executive Vice President and Governance Counsel of the Bank over the same period. Prior to joining us and the Bank, Mr. Jeanfreau was a partner in the law firm of Phelps Dunbar LLP, specializing in corporate governance, securities laws and mergers and acquisitions.
Stuart R. Johnson	6264	Our Executive Vice President since February 2003; from April 2013 until January 2015 he served as Treasurer. From April 1996 until March 2013, he served (with Mr. Chapman after ~~January 2012)~~October 2011) as our Chief Financial Officer. Mr. Johnson has served as Senior Executive Vice President of the Bank since June 2005 and as Cashier and Chief Financial Officer of the Bank from April 1996 until January 2015, serving together with Mr. Chapman as Chief Financial Officer of the Bank from 2012 to 2015.
~~Michael D. Ross~~	51	Our Executive Vice President since September 2007; he has served as President of the Central Region since July of 2015 and Chief Commercial Banking Officer of the Bank since July 2014. He served as President of the Eastern Region of the Bank from October 2012 to July 2015. From September 2007 until October 2012 he served as President of the Alabama Division of the Bank.
~~C. Mitchell Waycaster~~	57	Our President and Chief Operating Officer since January 2016. Prior to being elected President, Mr. Waycaster served as our Executive Vice President since February 2003 and the Senior Executive Vice President since June 2005. He served as Chief Administrative Officer of the Bank from April 2007 to January 2016. Mr. Waycaster served as President of the Mississippi Division of Renasant Bank from January 2005 to April 2007; previously Mr. Waycaster served as Executive Vice President and Director of Retail Banking of the Bank from 2000 until December 2004.
W. Mark Williams	5355	Our Executive Vice President since July 2011; he has also served as Senior Executive Vice President and Chief Banking Systems Officer of the Bank since July 2014. Mr. Williams served as Senior Executive Vice President and Chief Information Officer of the Bank from October 2012 until July 2013. From July 2011 to October 2012 he served as President of the Georgia Division of the Bank. Mr. Williams served as the Bank’s Director of Credit Administration from March 2008 to July 2011. Prior to 2008 he served as the Bank’s Community Bank Performance Lending Support Officer.

1920



Name	Age	Position
Mary John Witt	5658	Our Executive Vice President and the Bank’s Senior Executive Vice President and Chief Risk Officer since April 2014. Ms. Witt served as Executive Vice President and Chief Risk Officer of the Bank from March 2006 to April 2014. Prior to 2006 Ms. Witt was an internal auditor serving as Internal Audit Manager from August 1999 until March 2006.

2021

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~This Compensation Discussion and Analysis is intended to provide detailed information about the Company’s executive compensation objectives and program, which are applicable to our~~



COMPENSATION DISCUSSION AND ANALYSIS

The named executive officers, ~~(our~~or “named ~~executives”). For 2015,~~executives,” whose compensation is administered by the compensation committee and determined under our ~~named executives were:~~executive compensation program are:



Named Executive	Title
E. Robinson McGraw	~~President and~~ Chief Executive Officer
Kevin D. Chapman	Chief Financial Officer
C. Mitchell Waycaster	~~Executive Vice~~ President
~~Michael D. Ross~~	~~Executive Vice President~~ and Chief Operating Officer
R. Rick Hart	Executive Vice President
~~O. Leonard Dorminey~~J. Scott Cochran	Executive Vice President

~~On January 19, 2016, our board elected Mr. Waycaster~~

MODIFICATIONS TO OUR EXECUTIVE COMPENSATION PROGRAM

In 2017, we made two changes to serve as President and Chief Operating Officer of the Company and the Bank. Since that date, Mr. McGraw has served as Chief Executive Officer of the Company and the Bank, and he remains our principal executive officer.

~~COMPENSATION OVERVIEW~~

~~For 2015,~~ our executive compensation program, ~~was~~ intended to ~~accomplish two objectives: (1)~~address and mitigate compensation risk and to ~~provide significant compensation opportunities that are targeted to recognize superior performance and reward~~bolster the alignment of our executives’ financial interests with the delivery of long-term shareholder ~~value;~~value.

Increased Focus on Compensation Risk. In 2017, the board of directors organized an incentive compensation committee, comprised of the Bank’s president, chief risk officer, chief compliance officer, human resources director and ~~(2)~~governance counsel, among others. The purpose of the committee is to ~~remain competitive by providing compensation at or near the median~~oversee all of our ~~peer group.~~incentive compensation plans (both cash and equity) to ensure that these arrangements balance risks and financial rewards in a manner that does not expose us to the potential for imprudent risk taking, whether financial, legal or otherwise. This committee reports to the board’s compensation committee.

~~Mr. Dorminey commenced his employment with us as of July 1, 2015, when we~~During 2017, the incentive compensation committee completed ~~our acquisition of Heritage; previously, Mr. Dorminey served as the President and Chief Executive Officer of Heritage. Mr. Dorminey’s compensation is not part~~a risk assessment of our ~~executive~~incentive plans, which it intends to update from time to time. The purpose of the assessment was to identify and understand the various risks that each incentive poses and analyze and recommend controls and procedures to mitigate these risks. Although the assessment suggested that some additional controls might be appropriate, it also indicated that existing controls and procedures sufficiently address the material risks posed by our incentive compensation ~~program, since his~~arrangements. Management is continuing to design and implement the additional controls suggested by the assessment.

Modification of Performance Incentives for 2018 Fiscal Year. Effective for our 2018 fiscal year, the compensation ~~was determined under~~committee recommended, and the ~~terms~~full board approved, modifications to our performance incentives that are intended to strengthen the alignment between our executives and shareholders. We made these modifications after studying the incentive compensation of ~~his employment agreement with Heritage, which we assumed. Mr. Dorminey's compensation is not described~~our peers and other companies and reviewing what are considered to be “best practices” in this ~~CD&A. More information about the~~area. We also consulted with our independent compensation ~~paid to Mr. Dorminey may be found~~consultant, Pearl Meyer & Partners, LLC, or Pearl Meyer, for its advice and assistance in ~~the~~ ~~2015 Summary Compensation Table~~designing our incentive compensation for 2018. For awards made in 2018 and ~~under the section~~ later years that include performance incentives:~~“Payments and Rights on Termination or Change in Control.”~~

~~Elements of Compensation~~

~~The table below provides a brief summary of the elements of compensation paid or provided to our named executives in 2015.~~



~~ELEMENT~~	~~OBJECTIVES AND KEY FEATURES~~
~~Base Salary~~			~~Objective~~ ~~Provide base salaries that reflect job responsibilities and experience and to provide competitive fixed compensation that balances other performance-based compensation elements~~ ~~Key Features~~ Ÿ ~~Fixed amount~~ Ÿ ~~Payable in cash~~ Ÿ ~~Reviewed and subject to adjustment annually~~ Modification of Annual Cash Incentives
~~Annual Cash Bonus~~	~~Objective~~ ~~Provide~~Change:	Return on tangible common equity, ROTCE, relative to a ~~short-term cash incentive,~~performance peer group (discussed below) will be an additional performance metric; earnings per share, EPS, and net revenue per share, NRPS, will be retained as additional metrics and will continue to be measured on an absolute basis.


	Purpose:	ROTCE is a measure of how effectively we have deployed our capital; it is intended to measure the ~~amount~~profitable use of ~~which is directly linked~~capital as we grow. ROTCE complements our historical measures, EPS and NRPS, since the historical measures do not always correlate to ~~the delivery~~increases in equity. Using a performance peer group permits us to compare our returns to those of ~~shareholder value~~ ~~Key Features~~ Ÿ ~~Variable compensation,~~companies with ~~payouts based on the attainment of specified performance measures~~ Ÿ ~~Payable in cash~~ Ÿ ~~Made under the terms of our Performance Based Rewards Plan (“PBRP”)~~ similar characteristics.

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~~ELEMENT~~	~~OBJECTIVES AND KEY FEATURES~~
Modification of Equity ~~Incentive~~Incentives
	~~Objective~~ ~~Provide an equity-based incentive, the amount~~Changes:	Ÿ	The performance cycle has been increased from one year to three years.
		Ÿ	New performance metrics will be ROTCE, return on tangible assets, or ROTA, and total shareholder return, or TSR, all of which will be measured relative to our performance peer group. (Previously, the performance metrics for our annual cash and equity incentives were the same.)


	Purposes:	Ÿ	The longer performance cycle is ~~directly linked~~intended to more specifically focus on and reward our long-term performance and to more closely align our practices with those of our peer group.


		Ÿ	The new metrics, which are intended to complement the longer performance cycle, broaden the criteria we use to measure our success and align our metrics with those now considered by us to be “best practices.” By comparing ROTCE, ROTA and TSR to a performance peer group, our executives will be rewarded only if our performance meets or exceeds our peers' performance in these areas, regardless of whether, in an absolute sense, these measures improve for us over the performance cycle.



Performance Peer Group
	Change:	For metrics that measure relative performance, the compensation committee has selected a peer group consisting of all U.S. publicly-traded financial institutions with assets between $10 billion and $20 billion, our “performance peer group.”


	Purpose:	Use of a broader peer group is intended to more accurately judge performance by including institutions that share many of the same characteristics as us, which is not necessarily the case for some of the smaller institutions in our compensation peer group, such as the need to conduct stress-testing under the Dodd-Frank Act. Using a broader peer group also mitigates fluctuations related to regional economic differences, acquisitions and other factors.

SAY-ON-PAY

At our 2017 annual meeting, approximately 29.2 million votes (or about 95.1% of all votes cast) were in favor of our non-binding resolution approving the compensation paid to our named executive officers in 2016. The compensation committee considered this vote to be an endorsement of our compensation program, including our balance between cash and equity and between performance- and non-performance-based compensation. At our 2018 annual meeting, shareholders are being asked to adopt a non-binding resolution approving the compensation paid to our named executive officers in 2017, as discussed in more detail below in the “Proposals” section under the heading “Proposal 2 - Advisory Vote on Executive Compensation.”

BASIC OBJECTIVES OF OUR COMPENSATION PROGRAM

In 2017, our executive compensation program continued to focus on the alignment of the financial interests of our executives with those of our shareholders, by tying the value of compensation to our long-term and short-term performance and by ensuring adequate levels of variable and performance-based pay. Financial information illustrating the relationship of compensation and shareholder value is presented above in the “Proxy Summary” section. Our executive compensation program was also intended to ensure that aggregate compensation levels remained competitive, particularly given the growth of our organization. For 2017, the three components we used to deliver compensation were:



Base Salary	Ÿ	Competitive fixed pay;
	Ÿ	Determined using individual factors, such as responsibilities, performance, experience, and strategic impact;

	Ÿ	For Mr. McGraw, who possesses the greatest ability to impact performance, base salary is targeted at no more than 35% of his total compensation; for other officers, base salary is targeted at no more than 50%.


Annual Cash Incentives	Ÿ	Short-term performance-based cash incentive;
Annual Cash Incentives	Ÿ	Directly aligns pay with the delivery of shareholder value;
	Ÿ	Targeted at approximately 25% of compensation.

Equity Incentives	Ÿ	Emphasizes longer-term Company performance;
	Ÿ	May be structured as time-based or performance-based;
	Ÿ	Targeted at approximately 40% of compensation for Mr. McGraw and approximately 25% of the compensation for our other executives (excluding the value ~~Key Features~~ Ÿ ~~Restricted~~ of strategic stock awards ~~the amount of which is contingent~~discussed below).

FEATURES OF OUR COMPENSATION PROGRAM

Fixed and Variable Compensation. The committee believes that a majority of the compensation opportunities available to our executives should be variable, meaning tied to our long-term and short-term performance. Fixed payments are a smaller portion of our compensation and are primarily intended to be competitive with our peer group and to provide some balance for variable opportunities. The following table describes the fixed and variable compensation opportunities we provided in 2017:



Fixed Compensation			Variable Compensation
Pay Element	Objectives and Features		Pay Element		Objectives and Features
Base Salary	Ÿ	Provides competitive pay and balance for variable compensation	Cash Award		Ÿ Ÿ	Directly links compensation and our performance Payouts based on ~~the attainment of specified~~threshold, target or superior performance ~~measures during a 12-month performance cycle~~ Ÿ ~~Settled in the form of common stock~~ Ÿ ~~Made under the terms of our 2011 Long-Term Incentive Compensation Plan (“LTIP”)~~
~~Executive Perquisites~~			Equity Awards
				Performance-based restricted stock	Ÿ Ÿ	Directly links compensation and ~~Benefits~~	~~Objective~~our performance ~~Provide limited perquisites customarily found in the financial services industry and voluntary savings opportunities~~ ~~Key Features~~ Ÿ ~~Deferred compensation plan, under which voluntary deferrals are notionally invested in mutual funds~~ Ÿ ~~Deferred stock unit plan, under which voluntary deferrals are notionally invested in units, each representing a share of our common stock~~ Ÿ ~~Standard perquisites including car allowances and country club dues~~Payouts based on threshold, target or superior performance
~~Group Benefits~~				Time-based restricted stock	~~Objective~~Ÿ ~~Provide standard, broad-based benefit plans that are consistent~~ Ÿ	Incentive to create and ~~competitive with those provided by our peer group~~sustain long term shareholder value ~~Key Features~~ ~~Broad-based group benefit plans, including medical, dental and vision plans, long-term disability coverage, life insurance, and 401(k) plan, including company matching and additional contributions~~Used to accomplish strategic goals

“At-risk” compensation is a type of variable compensation, the amount of which is directly tied to our performance, whether made in the form of annual cash awards under our Performance Based Rewards Plan, or PBRP, or in the form of restricted stock awarded under our 2011 Long-Term Incentive Compensation Plan, or our LTIP. Information about the committee’s specific awards of at-risk compensation is included later in this CD&A under the heading “Compensation Decisions for 2017” in the paragraph titled “Annual Cash Awards”

“Strategic” compensation is also a type of variable compensation and generally refers to time-based restricted stock awards that we make to accomplish a strategic objective, such as retention in connection with our succession plan. More information about our use of strategic compensation is provided below under the heading “Compensation Decisions for 2017” in the paragraph titled “Equity Awards.”

The charts below illustrate the 2017 total direct compensation mix (fixed and variable) for Mr. McGraw and the average for our other named executives, assuming target levels of performance.

nFixed - Base Salary

nVariable/Strategic - Time-based Equity

nVariable/At-Risk - Performance-based Equity

nVariable/At-Risk - Performance-based Cash

Employment Agreements. We have entered into employment agreements with each of our named executives. The agreements are primarily intended to promote retention, impose standard covenants that protect our property and business and ensure that the compensation for each of our named executives remains relatively consistent. In 2017, we:

Amended Mr. McGraw’s employment agreement to reflect his transition to executive chairman of the Company and the Bank, including a reduction in his compensation to reflect a reduced schedule and the elimination of his tax gross up for change in control payments. The changes will be effective as of May 1, 2018.

Amended Mr. Hart’s employment agreement to reflect his transition to chairman of our Middle Tennessee division, including a reduction in his compensation to reflect a reduced schedule and the elimination of the “best net” provision for his change in control payments. These changes will be effective May 1, 2018.

Amended the change in control provisions included in the employment agreements of Messrs. Waycaster and Chapman. Mr. Waycaster’s change in control benefit was increased to 2.99 times his base salary and average bonus (from two times) to reflect his pending appointment as our chief executive officer. Mr. Chapman’s change in control benefit was increased to 2.5 times (from two times) to reflect his pending appointment as our chief operating officer. These changes were effective as of January 1, 2018.

More information about ~~each element~~the terms of our currently effective employment agreements can be found below in the “Compensation Tables”section under the heading “Payments and Rights on Termination and Change in Control.”

Benefits and Perquisites. Our executive compensation ~~follows~~program focuses on the delivery of appropriate levels of direct compensation, with the view that each of our executives should be provided with basic perquisites and benefits and the opportunity to voluntarily save for retirement and other financial needs on a tax-deferred basis. Consistent with this focus, during 2017 our named executives had access to the following benefits and perquisites:

Insurance-type benefits that are generally available to all employees of the Company, including health care coverage and life and disability benefits, with some additional life insurance coverage.

A broad-based 401(k) plan, including Company matching and profit-sharing contributions.

Two voluntary executive savings plans, our Deferred Stock Unit Plan, or the DSU Plan, and our Executive Deferred Income Plan, or the Deferred Income Plan. Amounts deferred under the DSU Plan are notionally invested in ~~this CD&A;~~our common stock; amounts deferred under the Deferred Income Plan may be notionally invested in investment options similar to those available under our 401(k) plan. With the exception of a contribution for the benefit of Mr. McGraw in 2017, we do not contribute to these arrangements.

Country club dues and car allowances.

More information about our benefit plans, including legacy arrangements under which benefits no longer accrue, can be found in the “Compensation Tables” section under the headings “Pension and SERP Benefits” and “Non-Qualified Deferred Compensation.” Additional information about the types and value of ~~each element of compensation may~~the perquisites provided to our named executives can be found in the ~~2015~~2017 Summary Compensation Table in the column “All Other Compensation.”

Compensation Peer ~~Group~~

~~One of the objectives of~~Group. For 2017, we used a “compensation peer group” to evaluate whether our ~~executive~~total compensation ~~program~~remains competitive and is ~~to remain competitive with our peer group. We believe that: (1) our base salary and executive and broad-based benefit plans should~~ generally ~~be in line~~“in line” with other opportunities that may be available to ~~the members of~~ our executive ~~team; and (2) individual and aggregate~~team. The committee’s intent is that the total compensation ~~should be provided at appropriate levels, which~~opportunities we ~~believe~~make available to ~~be at or near~~our executives will approximate the median of the total compensation available to the executives of our compensation peer group. ~~Each year our independent consultant, Pearl Meyer & Partners, LLC, or “Pearl Meyer,” provides us with comparisons and analysis of the levels of~~

The compensation ~~provided in our peer group. Although the committee relies on~~ peer group ~~analysis as~~consists of financial institutions that are located in the south and southeast regions and that service communities similar in size to those we service. These parameters avoid a ~~guide when making its determinations, the specific~~bias towards higher compensation ~~decisions~~levels that predominate in financial centers and larger metropolitan areas. The 20 institutions we ~~make for each of our named executives are contingent upon a number of factors, both subjective and objective, only one of which is peer information.~~

~~For determining our 2015 peer group, Pearl Meyer recommended that the group be modified to consist of companies with~~selected had the following characteristics:



~~Demographic~~Characteristics	Range	Median	Company Characteristics (as of December 31, 2016)
Total assets	$34.6 billion - ~~$15~~$21.1 billion	$~~6.3~~9.2 billion	$8.7 billion
Market value of stock	.4$0.6 billion - ~~2.5~~$4.7 billion	~~1.5~~$1.9 billion	$1.9 billion
Net income	24$39 million - ~~126~~$204 million	70$102 million	$90.9 million

In selecting our compensation peer group for 2017, the compensation committee was advised by our independent compensation consultant, Pearl Meyer, ~~determined that 18 companies met these criteria,~~who performed an annual review on the existing peer group. Based on the review, the committee approved the addition of two institutions: FCB Financial Holdings, Inc., which was added because it was similar to us in asset size; and ~~they were~~ServisFirst Bankshares, Inc., which has a geographic footprint similar to ours. The financial institutions included in our compensation peer group for ~~2015:~~2017 were:



Ameris Bancorp	Pinnacle Financial Partners, Inc.
BancFirst Corporation	~~Old National~~Republic Bancorp, Inc.
BancorpSouth, Inc.	ServisFirst Bankshares, Inc.
Bank of the Ozarks, Inc.	~~Pinnacle Financial Partners, Inc.~~Simmons First National Corporation
Capital Bank Financial Corp.	~~Republic Bancorp, Inc.~~
~~Capitol Federal Financial, Inc.~~	~~Simmons First National Corporation~~
~~City Holding Co.~~	South State Corporation
~~Community Trust Bancorp,~~FCB Financial Holdings, Inc.	Texas Capital Bancshares, Inc.
First Financial Bankshares, Inc.	Trustmark Corporation
~~HomeBancShares,~~Home BancShares, Inc. (Conway, AR)	United Bankshares, Inc.
Iberiabank Corporation	United Community Banks, Inc.
Old National Bancorp	WesBanco, Inc.

~~At-Risk~~As explained above under the heading “Modifications to our Executive Compensation

~~Another objective~~ Program,” beginning in 2018 we will use a performance peer group to evaluate relative performance for incentives. Our compensation peer group may be adjusted and will continue to be used to evaluate the general competitiveness of our ~~executive~~ compensation ~~program is to place~~program.

COMPENSATION COMMITTEE PROCESS AND RISK MITIGATION PRACTICES

Risk Management and Compensation Governance. The committee has adopted a ~~material portion~~number of ~~each named executive’s direct~~ compensation ~~(base salary, cash bonuses, and restricted stock) “at-risk,” with payment tied to performance measures~~practices that are intended to ~~correlate to~~strengthen the ~~actual delivery~~relationship between shareholder value and pay, avoid unsafe and unsound practices and mitigate risk, reduce the use of ~~shareholder value. When our named executives perform at target levels, they have achieved anticipated budgeted results~~discretion and ~~are paid at or near our peer group median. For performance that exceeds expectations, we provide compensation opportunities that are intended to exceed~~eliminate the ~~median. Performance below anticipated results~~potential for unintended windfalls. Below is ~~intended to provide compensation that is less than compensation available from our peers. For 2015, the portion~~a summary of ~~direct compensation that is performance-based or at-risk, assuming performance at target levels, is:~~some of these practices:

Commonly, “at-risk” compensation is considered compensation that is performance-based, which in the case of the Company would consist of cash payments under our PBRP and performance-based restricted stock awards under the LTIP. For our named executives, other than Mr. McGraw, the committee has divided at-risk opportunities between cash and common stock fairly equally (i.e., approximately 50% of our at-risk opportunities would be payable in the form of cash and approximately 50% would be settled in the form of common stock). This division generally reflects the allocation of at-risk compensation that predominates in our peer group. The at-risk opportunities for Mr. McGraw, who received an award of 12,000 shares of time-based restricted stock in addition to his performance-based award, would also be substantially equal if his time-based award were considered at-risk. The chart above illustrates the resulting allocation of Mr. McGraw’s at-risk opportunities when the time-based award is not considered at-risk. The committee considers its allocation of at-risk compensation to be appropriate in the case of Mr. McGraw, given his substantial beneficial ownership of our common stock. More information about Mr. McGraw’s beneficial ownership when

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~~compared to his base salary may be found in this CD&A, under the heading~~ ~~“Mitigating Compensation Risk - Stock Ownership Guidelines.”~~

~~Mitigating Compensation Risk~~

During 2015, we used and adopted both formal and informal compensation governance procedures that we believe advance our program and objectives, further align the interests of our named executives with our shareholders and serve to discourage excessive risk taking:

~~Clawback Policies -~~ We now have two clawback policies that are applicable to our performance-based compensation. For performance-based grants and awards made under our LTIP after January 1, 2011, if we are required to restate our financial results, any performance-based grant or award, whether or not vested, is subject to reduction, forfeiture or recovery if the grant or award would have been smaller under the restated results. The compensation committee administers this policy, which permits recovery from our named executives whether or not they engaged in conduct that materially contributed to the restatement. We also have adopted a supplemental policy that applies to performance-based compensation under the LTIP or PBRP in the event the Company is required to restate its financial results. Unless waived by the compensation committee, this policy applies to a named executive only if his intentional or unlawful conduct materially contributed to the restatement. The supplemental policy applies to compensation awarded on or after December 15, 2015, provided vesting or payment occurs within the 12-month period preceding the date the Company is required to prepare the restatement.

~~Limits on Performance-Based Incentives -~~ The committee subjectively reviews the individual performance of each of our named executives, their duties and responsibilities and their contributions to our overall performance when compensation decisions for the fiscal year and payouts are determined. The committee may exercise “negative” discretion to ensure that compensation levels and the specific elements of compensation are not unduly excessive, regardless of the degree to which our financial performance exceeds the levels determined at the beginning of our fiscal year.

~~Stock Ownership Guidelines -~~ ~~On December 15, 2015, we adopted stock ownership requirements under which our executive officers are required to beneficially own common stock having a fair market value not less than:~~



Practices That We Have Implemented
Clawback Policies	We have two clawback policies that apply to all performance-based compensation. For awards made under our LTIP, if we are required to restate our financial results, performance-based restricted stock awards, including vested awards, will be subject to reduction, forfeiture or recovery if the number of shares of common stock awarded would have been smaller based on the restated results. The LTIP policy permits recovery from our named executives whether or not they engaged in the conduct that materially contributed to the restatement. We maintain a separate clawback policy that applies to performance-based compensation awarded under either the PBRP or the LTIP. This policy applies to a named executive if his intentional or unlawful conduct materially contributed to a financial restatement, and its application may be waived in the discretion of the committee.







Stock Ownership Guidelines	We have implemented stock ownership guidelines under which our executive officers are required to beneficially own common stock having a fair market value not less than:
Stock Ownership Guidelines

		Chief Executive Officer	200% of base salary
		Other Named Executive Officers	150% of base salary

~~The following table presents the fair market value of the holdings of each of our named executives as of January 1, 2016, reflected as a percentage of his base salary:~~

Actual Minimum Standard
Mr. McGraw 710.00 % 200.00 %
Mr. Waycaster 475.00 % 150.00 %
Mr. Chapman 178.00 % 150.00 %
Mr. Hart 497.00 % 150.00 %
Mr. Ross 320.00 % 150.00 %

~~Anti-Hedging and Pledging Policy -~~ We have adopted an anti-hedging and pledging policy under which our named executives (and our directors, officers and certain other employees) cannot enter into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock. If a named executive pledges common stock, those shares cannot be applied to satisfy the stock ownership guidelines.

~~Other Considerations~~

When it administers our executive compensation program, the compensation committee takes into account a number of additional factors, each of which is intended to ensure that our program is aligned with the interests of our shareholders. These factors include:

~~Performance Measures -~~ ~~When the committee makes awards under our PBRP and LTIP subject to performance measures, it intends that:~~


◦	~~Preservation~~		All Other Executive Officers	100% of ~~Tax Deduction -~~ ~~Performance-based~~base salary

		As of December 31, 2017 the stock ownership of each of our named executives substantially exceeded the share ownership amounts set forth in the guidelines:


			Executive	Common Stock Beneficially Owned (% of Base Salary)
			Executive	Common Stock Beneficially Owned (% of Base Salary)
			Mr. McGraw	1,175%
			Mr. Waycaster	557%
			Mr. Chapman	571%
			Mr. Hart	645%
			Mr. Cochran	556%

	Holding Period for LTIP Awards	As a condition of awards under our LTIP, an executive must hold “net shares” for a period of two years after vesting. This holding period is waived in the event of death or disability or upon the occurrence of a change in control. “Net shares” are shares delivered to an executive after vesting and the withholding for the payment of taxes.
	Holding Period for LTIP Awards


	Double Trigger for Change in Control Benefits	All equity ~~compensation granted or~~incentives awarded under our LTIP ~~will be deductible under Section 162(m)~~and our change in control agreements include a double-trigger feature. If a change in control of the ~~Internal Revenue Code. Section 162(m) disallows~~Company occurs, an executive’s employment also must be terminated within two years of such change in order to accelerate vesting or trigger the ~~Company’s~~payment of a benefit.
	Double Trigger for Change in Control Benefits


	Practices That We Prohibit
	Anti-Hedging and Pledging	We have implemented an anti-hedging and pledging policy under which our named executives (and our directors, officers and certain other employees) cannot enter into a transaction that has the effect of hedging the economic risks associated with the ownership of our common stock. The policy also discourages the pledging of our common stock. If an executive decides to pledge common stock, those shares cannot be used to satisfy our stock ownership guidelines. As of the date of this proxy statement, none of our named executives had pledged common stock.
	Anti-Hedging and Pledging




	Limits on the Use of Discretion	We limit the compensation committee’s discretion with respect to outstanding equity awards in two ways:
	Limits on the Use of Discretion
		Ÿ	Discretionary vesting of equity awards is not permitted under the LTIP.

		Ÿ	In determining the amount of performance-based compensation that has been earned, the committee may use only “negative discretion” to reduce the amount of an award that it believes is excessive or does not accurately represent our performance.

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income tax deduction for aggregate compensation over $1 million paid in any fiscal year to a named executive. For this purpose, performance-based compensation, as determined under Section 162(m), is excluded from the calculation. With the exception of time-based restricted stock awards, grants and awards under our LTIP are intended to be performance-based as defined in Section 162(m).

◦

~~Effect of Acquisitions -~~ Performance measures should not operate to reward our executives for one-time purchase gains resulting from mergers and acquisitions or penalize our executives for one-time nonrecurring charges incurred to complete a merger or acquisition. When determining payouts, the committee may use negative discretion to eliminate the effect of purchase gains or it may set performance measures at levels that take into account anticipated non-recurring charges.

~~No Tax Gross Up Payments -~~ With the exception of tax gross ups for Mr. McGraw, the committee does not intend to enter into agreements or approve payments that will, directly or indirectly, result in tax gross up payments. More information about the gross up payments for Mr. McGraw, which are required under the terms of his employment agreement, may be found in the ~~2015 Summary Compensation Table~~ ~~under the heading “All Other Compensation” and under the section “Payments and Rights on Termination and Change in Control~~”.

~~Making Restricted Stock Awards -~~ Restricted stock is awarded to our named executives at meetings of our committee and board that are scheduled well in advance, without regard to whether the Company has recently announced, or intends to announce, material information to the public. We do this to avoid the inference that we have “timed” an award or manipulated the market. Awards may be made effective when ratified by our full board or may be effective prospectively, on a specified date.

~~Shareholder Advisory Vote~~

At our 2011 annual meeting, a majority of our shareholders recommended that a non-binding shareholder advisory vote on our executive compensation program occur every three years. The most recent vote occurred at our 2014 annual meeting. At this meeting, our shareholders adopted a non-binding resolution approving the compensation paid to our executive officers by a substantial margin. Approximately 17.1 million votes (or about 79.4% of all votes cast) were in favor of adopting this resolution; approximately 4.4 million votes were against the resolution; and there were also approximately 277,000 abstentions. The compensation committee and the board consider this vote to be an endorsement of our compensation philosophy, including our balance between cash and equity and between performance-based and non-performance-based compensation. The next non-binding shareholder advisory vote on our executive compensation program will be held in 2017, when we also expect to ask our shareholders to vote on the frequency of the non-binding shareholder advisory vote on executive compensation.

~~COMPENSATION COMMITTEE PROCESS~~

Our compensation committee met two times in 2014, four times in 2015 and once in 2016 to set fiscal year 2015 compensation and to determine payouts. The following table illustrates the process our committee used to set and determine compensation for our 2015 fiscal year:



~~Determining Base Salaries~~	~~Determining Performance-Based Bonuses/~~No Gross Ups	The committee does not enter into agreements or approve payments that will, directly or indirectly, result in tax gross up payments. Mr. McGraw’s current employment agreement has a tax gross-up provision, and Mr. Hart’s current employment agreement includes a “best net” provision. As part of Mr. McGraw’s transition to executive chairman and Mr. Hart’s transition to chairman of our Middle Tennessee division, these legacy provisions will be eliminated effective May 1, 2018.




	Timing of Equity Awards	~~Other Compensation Actions~~
Ÿ ~~At the end of 2014, our CEO evaluated and recommended salaries for our named executives, other than himself~~ Ÿ ~~The committee reviewed peer group information and our CEO~~’~~s recommendations and recommended base salaries for the 2015 fiscal year~~ Ÿ ~~The committee’s recommendations were ratified by the non-employee members~~Equity compensation awards are made at meetings of our committee and board ~~of directors~~	Timing of Equity Awards		Ÿ ~~Management calculated performance levels using~~which are scheduled well in advance, without regard to whether we have recently announced, or intend to announce, material information to the ~~prior year’s performance measures and our 2015 fiscal year budget~~ Ÿ ~~The committee reviewed budgeted results provided by management and~~public. We do this to avoid the ~~peer group compensation report provided by Pearl Meyer and: (1) set~~inference that we have “timed” an award or manipulated the amount of performance-based compensation for each named executive; (2) determined the amount of performance-based compensation payable in the form of common stock and cash; (3) determined performance measures and individual performance levels for the 2015 fiscal year, adjusting performance levels for anticipated nonrecurring expenses related to our merger with Heritage; and (4)market. Awards may be made ~~time-based equity awards under the LTIP~~ Ÿ ~~The committee’s recommendations were ratified by the non-employee members of the board of directors~~ Ÿ ~~The committee reviewed fiscal year performance, determined payouts and analyzed whether negative adjustments to payouts were appropriate~~ Ÿ ~~Final payouts were recommended and approved by the non-employee members of our board of directors~~	Ÿ ~~With the assistance of Pearl Meyer, the committee reviewed and modified the composition of the peer group~~ Ÿ ~~The committee compared aggregate compensation levels of peer group members to aggregate compensation levels of our named executives~~ Ÿ Our CEO recommended employment agreements for Messrs. Chapman, Waycaster and Ross; the committee approved the material terms of employment agreements for Messrs. Chapman, Waycaster and Ross, which wereeffective when ratified by our full board ~~of directors~~ Ÿ ~~With the assistance of Pearl Meyer, the committee reviewed and recommended changes to the compensation of non-employee directors, which were ratified by the board of directors~~ Ÿ ~~The committee participated with the board in reviewing and adopting supplemental clawback and anti-hedging and pledging policies and stock ownership guidelines~~ or may be effective prospectively, on a specified date.

~~Management Involvement in~~ Compensation ~~Decisions~~

As summarized above, Mr. McGraw, our chief executive officer, regularly evaluates and recommends base salary adjustments. In addition, Mr. McGraw, with the assistance of management, regularly provides data and analysis about Company and individual performance to assistConsultant. For 2017, the committee ~~in determining base salaries and potential payouts and monitors the plans that are elements of our executive compensation program.~~

Although our named executives frequently attend meetings at the request of the compensation committee, during 2015 a portion of each of the committee’s meetings was in executive session without management present. During these sessions the committee made its individual compensation decisions.

~~Compensation Consultant~~

~~The compensation committee has~~ retained ~~the firm~~ Pearl Meyer to serve as its executive compensation adviser. The charter of the compensation committee requires the committee to ~~determine and take into consideration~~consider whether its advisers are independent under the factors set forth in the Nasdaq ~~Marketplace~~Listing Rules, ~~related to compensation committee advisors. Under the rules,~~and the committee has determined that Pearl Meyer ~~is independent.~~was independent in 2017. Pearl Meyer works at the direction of the ~~compensation~~ committee, and the decision to retain Pearl Meyer was at the sole discretion of the committee. ~~During 2015,~~

At the end of 2016, Pearl Meyer recommended changes to the composition of ~~the Company’s~~our compensation peer group to be used in connection with 2017 compensation decisions, and the firm provided a review and analysis of the compensation levels and programs of companies within the peer group. For ~~2015,~~2017, Pearl Meyer also provided information and recommendations toabout the compensation levels of our non-employee directors, compiled peer group compensation and performance data for the committee and recommended to the committee changes to our executive compensation program. At the end of 2017, Pearl Meyer provided advice with respect to the modification of our cash and equity incentives, effective for 2018 awards. No additional services were provided by Pearl Meyer to the committee or the Company.

Information ~~provided~~furnished by Pearl Meyer is one factor the committee uses when it makes decisions about ~~compensation matters;~~compensation; other factors are described elsewhere in this CD&A.

~~COMPENSATION DECISIONS MADE IN 2015~~Tax Considerations.

~~Employment Agreements~~

~~The~~Section 162(m) of the Internal Revenue Code, or Section 162(m), generally disallows a federal income tax deduction for aggregate compensation payments to a named executive that exceed $1 million in any year. “Performance-based” compensation that satisfies the requirements of Section 162(m) is excluded from the calculation. While the preservation of our tax deduction for compensation expense is an important consideration, the committee believes that ~~employment agreements with each~~some flexibility is necessary to ensure that our compensation program effectively advances the interests of our ~~named executives are~~shareholders and accomplishes our strategic goals. For 2017, base salary, cash bonuses and time-based restricted stock awards were not intended to be performance-based compensation. The committee approved these payments knowing that a ~~necessary~~portion may not be deductible. The committee structured 2017 performance-based awards under our LTIP to satisfy the requirements of Section 162(m).

The Tax Cuts and Jobs Act (enacted in December 2017), or the Tax Act, amended Section 162(m) to eliminate the exclusion for performance-based compensation. Effective as of January 1, 2018, all compensation paid to a covered employee in excess of $1 million is non-deductible. The committee expects that this change may provide more flexibility to design performance-based awards, which will remain a substantial part of our executive compensation ~~program, since these agreements operate as a retention device, fix compensation expectations, and~~program. As in the past, the committee’s primary concern will be to ensure that ~~personal concerns do not impede transactions that may be in~~any payment advances the ~~best interests~~objectives of our ~~shareholders, such as~~compensation program, with the potential deductibility of compensation remaining a ~~sale of the Company.~~secondary concern.

~~Previously, the Company entered into an employment agreement with~~Management Involvement In Compensation Decisions. Mr. McGraw, who is our chief executive officer, regularly evaluates and recommends base salary adjustments for our executive officers, other than himself. In addition, Mr. McGraw, with the assistance of management, regularly provides data and analysis about Company and individual performance, which ~~was renewed for an additional one-year term during 2015, extending the period during which he will be employed~~is used by the ~~Company as its chief executive officeruntil December 31, 2017. The Company has~~committee to determine base salary adjustments and potential payouts for our executives. Mr. McGraw also ~~entered into an employment agreement with Mr. Hart, which was renewed during 2015, extending the term of Mr. Hart’s employment~~monitors our perquisites and benefits to ensure that they remain competitive and consistent with the ~~Company until December 31, 2017. In addition to these agreements,~~goals of our compensation program. Although our named executives frequently attend meetings at the request of the compensation committee, recommended, and our board of directors approved, new employment agreements for Messrs. Chapman, Waycaster and Ross, each of which is substantially identical. The material terms of these new agreements, which are effective January 1, 2016, are as follows:

~~Each has an initial term of two years, ending as of December 31,~~during 2017 ~~and is annually renewable thereafter;~~

Each provides for severance in the event of involuntary termination by the Company without cause, termination initiated by an executive on account of constructive termination or involuntary or constructive termination in connection with a ~~change in control; and~~

~~Each includes covenants that prohibit the solicitation of our customers, depositors and employees, prohibit competition, and protect our confidential information and trade secrets.~~

Other material terms of our employment agreements with Messrs. McGraw, Chapman, Hart, Waycaster and Ross, including a description of the amounts payable under the agreements in the event of a termination of employment and change in control may be found under the section “~~Payments and Rights on Termination or Change in Control~~”.

~~Base Salary~~

~~The compensation committee reviews and recommends adjustments to base salary annually. Adjustments are based on a review of a variety of factors, including: the performance~~portion of each of ~~our named executives; Company~~the committee’s meetings was in executive session without management present. During these sessions the committee made its individual compensation decisions.

Meetings and ~~Bank~~Decision-Making Process. Our compensation committee met three times in 2016, seven times in 2017 and once in 2018 to set fiscal year 2017 compensation and to determine payouts under the PBRP and the LTIP for the 2017 fiscal year. The following table illustrates the decision-making process used to set and determine compensation for the 2017 fiscal year:



Determining Base Salary Adjustments		Determining Performance-Based Compensation		Determining Strategic Compensation
Ÿ Ÿ Ÿ	At the end of 2016, Mr. McGraw recommended salaries for our executive officers other than himself. The committee reviewed peer group information provided by Pearl Meyer and the recommendations from Mr. McGraw and recommended base salary adjustments for 2017. The committee’s recommendations were ratified by the non-employee members of our board of directors.	Ÿ Ÿ Ÿ Ÿ Ÿ	The committee reviewed possible performance measures and selected diluted earnings per share and net revenue per share as the performance measures for 2017. Management calculated and recommended possible performance levels (threshold, target and superior) based on the Company’s 2017 fiscal year budget. The committee reviewed the performance levels provided by management and the peer group compensation report provided by Pearl Meyer and (1) set the amount of performance-based compensation for each executive officer; (2) determined the amount of performance-based compensation payable in the form of common stock and cash; and (3) determined performance measures and individual performance levels for the 2017 fiscal year. The committee’s recommendations were ratified by the non-employee members of the board of directors. In 2018, the committee reviewed 2017 fiscal year performance and determined and certified payouts.	Ÿ Ÿ	At the end of 2016, the committee recommended time-based restricted stock awards to act as retention devices for executive officers who were subject to our succession plans. The committee’s recommendations were ratified by the non-employee members of our board of directors.

COMPENSATION DECISIONS MADE FOR 2017

Base Salary Adjustments. Base salary adjustments for each executive are dependent upon individual performance, ~~and where appropriate, division~~current title or ~~profit-center performance; each executive’s duties~~responsibilities, additional responsibilities assumed, peer group evaluation, and ~~level of responsibility;~~ progress towards achieving our strategic ~~goals; peer group compensation; and other more subjective factors. Based upon this review, the~~goals. The committee recommended the following adjustments to base salary, effective as of January 1, ~~2015:~~2017:

2015 BASE SALARY ADJUSTMENTS
Name
Base Salary
(2015)
Base Salary
(2014)
Percentage Increase
Mr. McGaw $ 700,000
$ 660,000
6.06 %
Mr. Chapman 330,000
300,000
10.00
Mr. Hart 475,000
455,000
4.40
Mr. Waycaster 360,000
340,000
5.88
Mr. Ross 360,000
340,000
5.88



2017 BASE SALARY ADJUSTMENTS
	Base Salary (2017)		Base Salary (2016)		% Increase
Mr. McGraw	$	800,000	$	750,000	6.67	%
Mr. Chapman	425,000		375,000		13.33	%
Mr. Waycaster	510,000		450,000		13.33	%
Mr. Hart	508,000		496,000		2.42	%
Mr. Cochran	375,000		—		—

~~Increases reflected in the table above generally reflect amounts required~~Mr. McGraw’s increase was intended to ~~remain competitive, taking into consideration the size of the Company and changes in our peer group. Mr. Chapman’s increase for 2015, expressed~~act as a ~~percentage~~retention device to ensure the completion of our succession plan and to recognize his ~~base~~long tenure with us. Upon Mr. McGraw’s transition to executive chairman on May 1, 2018, his salary ~~substantially exceeds~~will be reduced by 40%. Salary increases ~~provided to our other executive officers. Based upon the recommendation of Mr. McGraw~~for Messrs. Chapman and ~~after reviewing peer group information, the committee determined that the increase was necessary~~Waycaster were intended to more closely align ~~Mr. Chapman’s~~ base salary with the median of our compensation peer group ~~which is one of the objectives~~for similarly-situated executives. Upon Mr. Hart’s transition to chairman of our ~~executive compensation program.~~Middle Tennessee division, his base salary will be reduced by 40%.

2729

Annual Cash ~~Bonus~~

~~We maintain an annual~~Awards. Annual cash ~~bonus plan called~~awards are made under the ~~Performance Based Rewards Plan, or “PBRP.” The PBRP applies~~PBRP. Payments to ~~regular, full-time employees and officers of the Company and the Bank. For officers and employees, other than~~ our named executives, ~~payments may be based on Company, Bank, region, division, profit-center or individual performance, including subjective criteria. Payments to~~other than Messrs. ~~McGraw, Chapman~~Hart and ~~Waycaster~~Cochran, are based entirely on ~~Company~~Company-wide performance, since ~~they~~these executives possess the ability to directly influence corporate-level results. Payments to Messrs. Hart and ~~Ross~~Cochran also consider regional performance, since each ~~of these executives~~ has primary responsibility for one of our banking regions. ~~The table below presents the portion of our PBRP awards based on company and regional performance:~~

Name Company-wide Performance Regional Performance Total
Mr. McGraw 100.00 % — % 100.00 %
Mr. Chapman 100.00 % — % 100.00 %
Mr. Waycaster 100.00 % — % 100.00 %
Mr. Hart 50.00 % 50.00 % 100.00 %
Mr. Ross 50.00 % 50.00 % 100.00 %

~~The committee intends that opportunities~~Awards for ~~performance-based cash awards form a significant portion of each named executive’s direct compensation. The table below presents PBRP opportunities for 2015:~~

2015 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
Threshold Target Superior
Mr. McGraw 40 % 80 % 160 %
Other Named Executives 25 % 50 % 100 %

~~For all of our named executives, some or all of the 2015 awards under the PBRP was~~2017 were based on two Company-wide performance measures: diluted earnings per share, or EPS, and net revenue per ~~basic share.~~ share, or NRPS. These measures were determined on an absolute rather than relative basis. These are the same performance measures used in 2016. The committee used these measures because they believe that EPS and revenue growth continue to be directly correlated to the delivery of shareholder value and that absolute performance more accurately measured the delivery of value in the economic and interest rate environment existing in 2017. As explained above under the heading “Modifications to our Executive Compensation Program,”an additional Company-wide measure has been added for 2018, and relative performance will be measured.

For Messrs. Hart and Cochran, regional performance was based on five performance measures: growth in net revenue, the ratio of noninterest expense to average assets, the ratio of net charge-offs to average loans, the ratio of loans 30-89 days past due to average loans, and the ratio of nonperforming loans to average loans.

Target performance levels for Company-wide measures are first derived from our budget, as approved by the board. The budgeted results are also compared with estimates obtained from investment analysts who regularly follow our performance, which provides assurance that targeted levels represent substantial goals. Target performance levels for the regional measures are derived from the budget for the respective region. For Company-wide and regional measures, threshold performance is set at approximately 5% below target, and superior performance is set at approximately 5% above target. Potential payouts for threshold, target and superior performance are expressed as a percentage of each executive’s base salary; there are no payouts for performance below threshold. With the exception of Mr. Waycaster, whose potential payouts were increased, potential payouts were the same for 2016.



2017 POTENTIAL PBRP PAYOUTS AS A PERCENTAGE OF BASE SALARY
	Threshold		Target		Superior
Mr. McGraw	40	%	80	%	160	%
Mr. Waycaster	30	%	60	%	120	%
Other named executives	25	%	50	%	100	%

The committee believes that diluted earnings per share is more indicative of ~~the~~ overall performance ~~of the Company~~ and the delivery of shareholder value than net revenue per share and it weighted that measure more heavily. The table below indicates the weighting given to each measure and the specific threshold, target and superior performance levels designated by the committee:

2015 COMPANY-WIDE PERFORMANCE MEASURES
Performance Measure Weight Threshold Performance Target Performance Superior Performance
Diluted earnings per share (“EPS”) 60% $ 1.71
$ 1.81
$ 1.92
Net revenue per share (“NRPS”) 40% $ 9.00
$ 9.25
$ 9.52



2017 COMPANY-WIDE PERFORMANCE MEASURES
Performance Measure	Weight	Threshold Performance		Target Performance		Superior Performance
Diluted earnings per share (EPS)	60%	$	2.26	$	2.38	$	2.50
Net revenue per share (NRPS)	40%	9.88		10.40		10.92

~~These are the same Company-wide performance measures and weightings that the compensation committee used in 2014.~~

The committee ~~selected these measures again because growth in earnings per share driven by revenue growth has consistently shown a direct correlation to~~certified that our EPS was $2.42 and our NRPS was $10.19, after excluding nonrecurring events as required under the ~~delivery of shareholder value in~~PBRP. Our EPS performance was between the ~~banking industry. Target performance levels are derived from the Company’s budget, with threshold performance set at approximately 5% below~~ target and superior performance ~~set at approximately 5% above target. The specific process for determining the~~levels, while our NRPS performance ~~levels for fiscal year 2015~~ was ~~as follows:~~

During fiscal year 2014, management prepared the Company’s budget for fiscal year 2015. Estimated earnings per share and net revenue per share were calculated using budgeted results. These estimates were compared to consensus estimates for the Company, as published by financial analysts who follow the Company and similar financial institutions, to ensure that management’s projections were competitive.

The compensation committee reviewed the budget and adjusted budgeted results to exclude the effect of anticipated non-recurring items, such as one-time gains or expenses related to our acquisition of Heritage. Diluted earnings per share and net revenue per share were then calculated using the adjusted budget, representingslightly less than the target ~~performance~~ level ~~which was adjusted (increased and decreased) to derive threshold and superior performance levels.~~

~~After our fiscal year ended,~~of performance. These outcomes resulted in the committee reviewed the performance of the Company taking into consideration the actual expenses of our merger with Heritage. Because actual expenses were less than estimated expenses used to set the performance measures

at the beginning of the year, the committee used “negative” discretion to increase the performance measures for earnings per share, setting target performance at $1.87. This had the effect of reducing payouts for Company-wide performance. The committee recommended to our full board of directors payouts under the PBRP that were calculated as follows:following payouts:


	2015 RESULTS				PBRP 2015 PAYOUTS
PBRP 2017 PAYOUTS											PBRP 2017 PAYOUTS
Performance Measure	% of Award	2015 Achieved Results		Award Level	Mr. McGraw		Mr. Chapman		Mr. Waycaster		% of Award	2017 Achieved	Mr. McGraw		Mr. Chapman		Mr. Waycaster
EPS	60%	$	1.88	100.53% of Target	$	355,961	$	104,881	$	114,416	60%	101.68% of Target	$	523,200	$	171,518	$	250,155
NRPS	40%	$	9.92	Superior	465,231		137,077		149,538		40%	97.98% of Target	205,500		67,368		98,255
Total	100%				$	821,192	$	241,958	$	263,954	100%		728,700		238,886		348,410

					Mr. Hart		Mr. Ross						Mr. Hart		Mr. Cochran
EPS	30%	$	1.88	100.53% of Target	$	75,482	$	57,208			30%	101.68% of Target	$	103,823	$	74,086
NRPS	20%	$	9.92	Superior	98,654		74,769				20%	97.98% of Target	40,779		29,099
Regional Performance	50%				75,501		89,505				50%	44.79% of Target⁽¹⁾	56,885		133,587
												142.49% of Target⁽²⁾
Total	100%				$	249,637	$	221,482			100%		201,487		236,772


⁽¹⁾	Represents the percentage of the cumulative target award earned by Mr. Hart as the president of the Northern Region.


⁽²⁾	Represents the percentage of the cumulative target award earned by Mr. Cochran as the president of the Western Region.

Equity ~~Incentives~~

~~In 2011,~~Awards. For 2017, our ~~shareholders approved the 2011 Long-Term Incentive Compensation Plan, or our “LTIP,” which replaced our previous equity incentive plan. Our~~ named executives ~~as well as other officers and employees, are eligible to receive option grants and~~received restricted stock awards under ~~the~~our LTIP. ~~Our primary equity incentive has been~~Each executive received a performance-based award; Messrs. McGraw, Chapman, Waycaster and Cochran also received time-based awards.

Other than with respect to an ~~annual~~ award of ~~performance-based restricted stock. Beginning in 2011,~~12,000 shares to Mr. Chapman described below, the intent of the committee ~~has also~~in making time-based awards was not to increase aggregate equity compensation opportunities, but rather to allocate a portion of our equity compensation to the furtherance of one of our strategic goals. For 2017, our intent was to retain the services of Mr. McGraw and Messrs. Chapman, Waycaster and Cochran, each of whom we believe is integral to the final implementation of the Company’s succession plan. Their equity compensation opportunities, at the target level, were divided equally between time-based and performance-based awards. In May 2017, we made an ~~annual~~additional 12,000 share time-based ~~restricted stock~~ award to Mr. ~~McGraw,~~Chapman; the purpose of ~~which is~~this award was to ~~ensure~~acknowledge his ~~retention during~~assumption of many of the ~~fiscal year and to recognize Mr. McGraw’s long service as~~duties of our chief ~~executive. For 2015 this~~operating officer. The table below describes the time-based ~~award was 12,000 shares of~~awards made to our ~~common stock, which vested as of December 31, 2015.~~named executive officers for 2017.

~~For 2015, all~~



2017 Time-Based Awards
Executive	Number of Shares	Award Date	Vesting Date⁽¹⁾
Mr. McGraw	15,000	January 1, 2017	January 1, 2018
Mr. Waycaster	5,000	January 1, 2017	January 1, 2020
Messrs. Chapman and Cochran	4,000	January 1, 2017	January 1, 2020
Mr. Chapman	12,000	May 1, 2017	May 1, 2020


⁽¹⁾	Awards made to Messrs. Waycaster, Chapman and Cochran on January 1, 2017, vest in full on January 1, 2020; Mr. Chapman's award made on May 1, 2017, vests one-third each year over a three-year service period ending May 1, 2020.

The committee also awarded performance-based ~~awards under our LTIP were made in the form of~~ restricted stock ~~subject~~ to ~~the attainment of performance measures during~~all executives using a one-year performance cycle and the ~~completion of a one-year service period. The performance measures were the~~ same Company-wide performance measures used for cash awards made under the PBRP, described above in the paragraph “Annual Cash Awards.” There was no regional component to the LTIP performance measures for Messrs. Hart and Cochran. As explained above, the ~~reasons described above.~~ committee used EPS and NRPS as performance measures because the committee believed that these measures best correlate compensation with the delivery of shareholder value. For 2018, three new performance measures will be used and the performance cycle will be lengthened to three years. More information about these changes may be found above in this section under the heading “Modifications to our Executive Compensation Program.”

The relative weightings assigned to the performance measures were the same as the weightings assigned under the PBRP, ~~for Messrs. McGraw, Chapman and Waycaster,~~ as described above. The committee has used a one-year performance cycle for several years. The committee believes a one-year cycle is preferable to a longer term, such as three or five years, because the shorter cycle permits the committee to more accurately evaluate the Company’s performance and discount the volatility created by credit risk and interest rate risk, both of which are inherent in the banking industry. The shorter cycle also permits the committee to more accurately account for the effects of our recent acquisitions.

~~The committee generally sets specific performance levels using peer group information, making adjustments for the market value of our common stock.~~above. The table below reflects potential payouts for ~~2015:~~threshold, target and superior performance; there is no payout for performance below threshold performance.

2015 POTENTIAL LTIP PAYOUTS (NUMBER OF SHARES)
Threshold Target Superior
Mr. McGraw 8,000 12,000 18,000
Other Named Executives 4,667 7,000 10,500



2017 POTENTIAL LTIP PAYOUTS (NUMBER OF SHARES)
	Threshold	Target	Superior
Mr. McGraw	10,000	15,000	22,500
Mr. Waycaster	3,333	5,000	7,500
Mr. Hart	5,333	8,000	12,000
Messrs. Chapman and Cochran	2,667	4,000	6,000

The ~~process used by the~~ committee ~~to determine LTIP payouts, including its use of negative discretion, is described above. As a result of this process, the committee recommended to~~certified that our ~~full board of directors payouts~~EPS was $2.42 and our NRPS was $10.19, after excluding nonrecurring events as required under the ~~LTIP that were calculated as follows:~~LTIP. Our EPS performance was between the target and superior performance levels. Our NRPS performance was slightly less than the target level of performance. These outcomes resulted in the following payouts:


2015 LTIP PAYOUTS (NUMBER OF SHARES)
2017 LTIP PAYOUTS (NUMBER OF SHARES)										2017 LTIP PAYOUTS (NUMBER OF SHARES)
	RESULTS				PAYOUTS (#)					Results		Payouts (Number of Shares)
Performance Measure	% of Award	2015 Achieved Results		Award Level	Mr. McGraw	Mr. Chapman	Mr. Hart	Mr. Waycaster	Mr. Ross	% of Award	Award Level	Mr. McGraw	Mr. Chapman	Mr. Waycaster	Mr. Hart	Mr. Cochran
EPS	60%	$	1.88	100.53% Target	7,560	4,410	4,410	4,410	4,410	60%	101.68% of Target	10,632	2,835	3,544	5,671	2,835
NRPS	40%	$	9.92	Superior	7,200	4,200	4,200	4,200	4,200	40%	97.98% of Target	5,212	1,390	1,738	2,780	1,390
Total	100%				14,760	8,610	8,610	8,610	8,610	100%		15,844	4,225	5,282	8,451	4,225

~~PROPOSALS~~

~~Voting Procedures~~

~~Shares~~



VOTING YOUR SHARES

RECORD DATE; SHARES OUTSTANDING

The board of directors has fixed the close of business on Friday, February 23, 2018, as the record date for our annual meeting. Only shareholders of record on that date are entitled to receive notice of and vote at the annual meeting. As of the record date (February 23, 2018), our only outstanding class of securities was common stock, $5.00 par value per share. On that date, 150,000,000 shares were authorized, of which 49,377,197 shares were outstanding and were held by approximately 13,144 shareholders of record.

VOTING

Each share is entitled to one vote on each matter considered at the meeting. A shareholder may vote by proxy, whether or not he or she attends the annual meeting. Shareholders may vote by proxy:

Using the internet, at www.envisionreports.com/RNST. To vote via the internet, you will need the control number that is included on your proxy card or the Notice.

Using a toll free telephone number, at 1-800-652-VOTE (8683). You will need the control number that is included on your proxy card or the Notice.

By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.

On March 15, 2018, we mailed the Notice to our institutional and other shareholders who previously elected to receive our proxy materials over the Internet, and we mailed this proxy statement, including a proxy card, to our individual shareholders. The Notice or proxy card may be used to locate the control number you will need for proxy voting.

A shareholder may also vote in person by ballot at the meeting (only if you are a record holder or you obtain a broker representation letter from your bank, broker or other record holder and you bring proof of your identity to the meeting). If you would like to attend the annual meeting in person and need driving directions, please contact Kevin D. Chapman, our Chief Financial Officer, by e-mail to KChapman@renasant.com or by phone at (662) 680-1450.

QUORUM

A “quorum” must be present to hold our annual meeting. The presence, in person or by proxy, of a majority of the votes entitled to be cast at the annual meeting is a quorum. Once shares are represented for any purpose at the annual meeting, they are considered present for purposes of determining whether a quorum is present for the remainder of the meeting and for any adjournment, unless a new record date is set for the adjourned meeting.

HOW VOTES ARE COUNTED

Proxies. The shares voted by ~~your~~ proxy will be voted ~~in accordance with your instructions~~as instructed at the annual meeting, including any adjournments or postponements of the meeting. If ~~you return~~ a ~~paper~~signed proxy card ~~signed but without any~~is returned with no voting instructions, the proxy holders will exercise their discretionary authority to vote ~~your~~the shares represented by the proxy as follows:

~~Proposal 1 -“FOR”~~ ~~the election of nominee Fred F. Sharpe as a Class 1 director.~~

~~Proposal 2 -~~ “FOR” the election of nominees ~~John M. Creekmore, Jill V. Deer, Neal A. Holland,~~Donald Clark, Jr., ~~E. Robinson McGraw~~Albert J. Dale, III, John T. Foy and ~~Hollis~~ C. ~~Cheek~~Mitchell Waycaster as Class ~~2 directors.~~1 directors;

~~Proposal 3 -~~ “FOR” the ~~approval~~adoption of ~~an amendment to~~ the ~~Company’s 2011 Long-Term Incentive Compensation Plan to increase~~non-binding advisory resolution approving the ~~number~~compensation of ~~shares of common stock available for grant, award or issuance under the plan.~~our named executive officers; and

~~Proposal 4 -~~“FOR” ~~the approval of the performance measures related to the grant and award of performance-based compensation under the Company’s 2011 Long-Term Incentive Compensation Plan.~~

~~Proposal 5 -~~ ~~“FOR”~~ the approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock, par value $5.00 per share, of the Company from 75,000,000 shares to 150,000,000 shares.

~~Proposal 6 -~~ ~~“FOR~~” the ratification of the appointment of HORNE LLP as our independent registered public accountants for ~~2016.~~2018.

~~You~~Street Name. For shares held in a broker’s name (sometimes called “street name” or “nominee name”), you must provide voting instructions to the broker. If you do not provide voting instructions, the shares will not be voted on any matter for which the broker does not have discretionary authority to vote (these are ~~entitled~~generally non-routine matters). A vote that is not cast because instructions are not provided is called a “broker non-vote.” We will treat broker non-votes as shares present for purposes of determining whether a quorum is present, but we will not consider broker non-votes present for purposes of calculating the vote on a particular matter, nor will we count them as a vote FOR or AGAINST

a matter or as an abstention on the matter. The ratification of our appointment of our independent registered public accountants is generally considered a routine matter for broker voting purposes, but neither the election of directors nor the adoption of the non-binding advisory resolution approving our executive compensation is considered routine.

Abstention. Under Mississippi law, an abstention by a shareholder either present in person at the annual meeting or represented by proxy is not a vote “cast” and is not counted “for” or “against” the matter subject to ~~one~~the abstention.

REQUIRED VOTE FOR EACH PROPOSAL

Directors are elected by plurality vote. Candidates in each class up for election who receive the highest number of votes cast, up to the number of directors to be elected in that class, are elected. For all other proposals, the affirmative vote of a majority of the votes cast is required for ~~each share held.~~approval or ratification.

The board has adopted a “majority voting” policy that applies in an uncontested election of directors. Under this policy, any nominee for director who receives a greater number of “withhold” votes from his or her election than votes “for” election, although still elected as a director, must promptly tender his or her resignation. The board will then determine whether to accept the resignation, and the board’s decision will be publicly disclosed. This policy does not apply in contested elections. For more information about our majority voting policy, see “Proposals” section below under the heading “Proposal 1 - Election of Four Class 1 Directors.”

SHARES HELD BY RENASANT 401(K) PLAN

On the record date, the Renasant 401(k) plan held an aggregate of 836,264 shares, or 1.69%, of our common stock. If an account in the Renasant 401(k) plan is invested in common stock, those shares are voted by providing instructions to the plan’s trustee, Renasant Bank, who acts as the proxy and votes the shares. If voting instructions are not timely furnished, the trustee votes in a manner that “mirrors” how shares for which it has received instructions are voted.

SOLICITATION AND REVOCATION OF PROXIES

Solicitation. Our board of directors is soliciting your proxy. Our directors, officers and employees may solicit proxies by telephone, mail, facsimile, via the Internet or by overnight delivery service. The Company bears the cost of proxy solicitation; individuals who are directors, officers and employees do not receive separate compensation for their services. We have also engaged our transfer agent, Computershare Inc., to assist in our solicitation of proxies; we do not pay additional compensation to Computershare Inc. for this service. We also reimburse banks, brokerage firms and other persons representing beneficial owners of our common stock for reasonable expenses incurred to forward proxy materials to our beneficial owners.

Revocation. A proxy may be revoked at any time before it is voted. To revoke a proxy:

Provide written notice to our Secretary before the annual meeting;

Provide a subsequent proxy either by telephone or on the Internet; or

Deliver a signed proxy card dated later than a previous proxy; or

Appear in person and vote at the annual meeting, if you are the record owner of our stock or you obtain a broker representation letter from your bank, broker or other record holder of our common stock.

Written notice of the revocation of a proxy should be delivered to the following address:

Renasant Corporation

Attn: Secretary

209 Troy Street

Tupelo, Mississippi 38804-4827

Any change to voting instructions previously provided to the trustee of our 401(k) plan must be received at least one business day before the meeting to be given effect.



PROPOSALS

PROPOSAL 1 - ELECTION OF ~~ONE~~FOUR CLASS 1 ~~DIRECTOR~~DIRECTORS

The ~~one~~four Class 1 ~~director~~directors to be elected at our annual meeting will serve a ~~two-year~~three-year term, or until the ~~2018~~2021 annual meeting. The board has nominated ~~Fred F. Sharpe~~Donald Clark, Jr., Albert J. Dale, III, John T. Foy and C. Mitchell Waycaster for election as ~~a Class 1 director, and he has been nominated for a two-year term so that his term of office will coincide with the term of office of our other~~ Class 1 directors. Mr. Sharpe was appointed as a director when he joined our board in connection with the completion of our acquisition of Heritage. Under our Bylaws, a director appointed to fill a vacancy on the board serves only until the next annual meeting of shareholders.

Class 1 ~~Director~~

Directors.~~Fred F. Sharpe presently serves as a member of our board, and biographical~~ Biographical information about ~~Mr. Sharpe is included above~~each nominee for election may be found in the section “Board ~~of Directors~~Members and Compensation” ~~section~~ under the heading “~~Current~~Members of the Board of Directors.” If for any reason ~~Mr. Sharpe~~a nominee is not available as a candidate for director, an event that the board of directors does not anticipate, the proxy holders will vote, in their discretion, for another candidate nominated by the board.

Required ~~Vote~~

Vote; Majority Voting Policy.Directors are elected by a plurality vote; the ~~nominee(s)~~nominees in each class who receive the highest number of votes cast, up to the number of directors to be elected in that class, are elected. ~~However, in January 2016, we amended our Bylaws to adopt~~

The board has adopted a “majority voting” policy. Under this policy, which applies only in an uncontested election of directors, any nominee for director who receives a greater number of “withhold” votes for his or her election than votes “for” such election, although still elected to the board, must promptly tender to the board his or her resignation as a director, which will become effective upon acceptance by the board. If any resignation is tendered under these circumstances, our nominating committee must consider the resignation and make a recommendation to the board as to whether to accept or reject the director’s resignation. No later than 90 days after the shareholders meeting that resulted in a director being required to submit his or her resignation, the board must consider the recommendation of the nominating committee and act on such resignation. Both the ~~nominating~~ committee’s recommendation and the board’s decision with respect to a tendered resignation may include a range of alternatives, including acceptance of the resignation, rejection of it or rejection of it coupled with a commitment to address and cure the reasons believed to underlie the “withhold” votes.

All relevant factors may be considered by the nominating committee and the board in evaluating whether to accept or reject a director’s resignation. These factors may include the reasons given by ~~stockholders~~shareholders for the “withhold” vote, if known, and the impact on ~~the Company’s~~our compliance with SEC and Nasdaq rules and regulations if the director were to no longer serve on the ~~board.~~board and the committees on which he or she serves. The director at issue may not participate in the committee’s and the board’s ~~decision-making process.~~deliberations. The board’s decision will be disclosed in a Current Report on Form 8-K furnished to the SEC promptly after the board arrives at a decision regarding whether to accept or reject the director’s resignation ~~(or~~(with the reason(s) for rejecting the resignation, if applicable).

~~OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF~~

~~FRED F. SHARPE AS A CLASS 1 DIRECTOR TO THE BOARD OF DIRECTORS.~~

~~PROPOSAL 2 - ELECTION OF FIVE CLASS 2 DIRECTORS~~

The five Class 2 directors to be elected at our annual meeting will serve a three-year term, or until the 2019 annual meeting. The board has nominated John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw and Hollis C. Cheek for election as Class 2 directors.

~~Class 2 Directors~~

~~Each of the nominees for election as a Class 2 director presently serves as a member of our board, and biographical information about each nominee is set forth above in the “Board of Directors” section under the heading “Current Directors.~~” If for any reason a nominee is not available as a candidate for director, an event that the board of directors does not anticipate, the proxy holders will vote, in their discretion, for another candidate nominated by the board.

~~Required Vote~~

Directors are elected by a plurality vote; the nominee(s) in each class who receive the highest number of votes cast, up to the number of directors to be elected in that class, are elected. The board’s “majority voting” policy is described above in the discussion of Proposal No. 1.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF

~~JOHN M. CREEKMORE, JILL V. DEER, NEAL A. HOLLAND,~~DONALD CLARK, JR., ~~E. ROBINSON MCGRAW~~

ALBERT J. DALE, III, JOHN T. FOY AND ~~HOLLIS~~ C. ~~CHEEK~~MITCHELL WAYCASTER AS CLASS 21 DIRECTORS TO THE BOARD OF DIRECTORS.

PROPOSAL 32 - ~~AMENDMENT OF 2011 LONG-TERM INCENTIVE~~ADVISORY VOTE ON EXECUTIVE COMPENSATION ~~PLAN TO INCREASE AVAILABLE SHARES~~

Advisory Vote. �� Our board is seeking advisory shareholder approval of the compensation we pay to our named executive officers. This vote, called “say-on-pay,” is required by the Dodd-Frank Act and by Section 14A of the Exchange Act. We hold say-on-pay votes annually. For 2017, we are asking our shareholders to vote on the following resolution:

~~You are being asked~~RESOLVED, that the shareholders of Renasant Corporation hereby approve the compensation paid to ~~approve an amendment~~the named executive officers of Renasant Corporation as disclosed in this proxy statement pursuant to ~~our 2011 Long-Term Incentive Plan, or “LTIP,” to increase~~ the ~~number~~executive compensation disclosure rules of ~~shares~~the Securities and Exchange Commission (which disclosures include the Compensation Discussion and Analysis, the compensation tables and any related narrative disclosures).

Our compensation program is based on a design that rewards the attainment of performance goals that align the interest of our ~~common stock reserved for issuance thereunder by an additional 1,000,000 shares.~~executives and shareholders and that provides competitive fixed compensation intended to enhance employee retention and achieve strategic goals. The ~~LTIP was adopted~~relationship of our compensation program to the creation of shareholder value is illustrated above in the “Proxy Summary” section. The specific decisions made by our ~~board of directors on March 11, 2011, and approved by our shareholders at the 2011 Annual Meeting. An aggregate of 737,600 shares of common stock was initially reserved~~compensation committee for ~~grant, award, or issuance under the plan; after making our customary awards for the 2016 fiscal year, an aggregate of 118,179shares remain. The LTIP is one of the primary vehicles we use for at-risk or performance-based compensation under our executive compensation program. An increase~~2017 are summarized in ~~the number of reserved shares is necessary to continue this aspect of our executive compensation program. More information about the role of the LTIP in our executive compensation program may be found~~detail in the CD&A and in compensation tables and related disclosures that follow the CD&A. We urge our shareholders to review these sections before deciding how to vote on this proposal.

~~Under the proposal, the number of shares of common stock available for issuance under the LTIP would increase by 1,000,000 shares, so that if the~~As an advisory vote, this proposal is ~~approved,a total of 1,118,179 shares would be available for future issuance under~~not binding, but our board and compensation committee will review the ~~plan. If the amendment is not approved, no further grants~~results as they continue to evaluate and ~~awards will be made under the LTIP after the remaining 118,179 shares of~~modify our ~~common stock are exhausted.~~

~~Outstanding Grants and Awards~~

~~The information below summarizes, as of December 31, 2015,~~the equity awards that are outstanding under the LTIP. Performance-based restricted stock that is subject to a one-year performance cycle and a one-year service period corresponding to our 2015 fiscal year is not included.

~~Options:~~

~~Number of shares of common stock underlying outstanding options: 592,916~~

~~Weighted average exercise price: $17.96~~

~~Weighted average remaining term: 4.08 years~~

~~Restricted Stock:~~

~~Number of shares of non-vested restricted stock: 105,438~~

~~Weighted average remaining vesting period: 1.67 years~~

48compensation program.

~~Shares Remaining Available under LTIP as of December 31, 2015: 180,295~~

~~Some grants and awards made by the compensation committee were made under the LTIP or its predecessor; other grants and awards were not plan-based. The table below, “Equity Plan Compensation Information,~~” reports outstanding options, warrants and rights made under plans approved by our shareholders and plans or arrangements that were not approved by our shareholders. These plans and arrangements are:

~~Shareholder-Approved Plans:~~ ~~On December 31, 2015, we had two shareholder-approved equity compensation plans:~~

Our LTIP, under which a total of 737,600 shares of common stock were initially reserved for issuance; as of December 31, 2015, an aggregate of 180,295 shares of common stock remained available; and options to purchase an aggregate of 170,916 shares of common stock were outstanding.

The 2001 Long-Term Incentive Plan, which expired on October 8, 2011. No further grants or other awards may be made under the plan. As of December 31, 2015, options to purchase an aggregate of 422,000 shares of our common stock remained outstanding.

~~Non-Shareholder Approved Plans and Arrangements:~~ ~~As of December 31, 2015, we had three equity-compensation plans or arrangements that were not approved by our shareholders:~~

In connection with our acquisition of Capital, we assumed the Capital 2001 Stock Option Plan, under which options to purchase an aggregate of 25,318 shares of our common stock remained outstanding as of December 31, 2015. No further grants or other awards may be made under the plan.

In connection with our acquisition of First M&F, we assumed the First M&F 2005 Equity Incentive Plan, under which options to purchase an aggregate of 3,120 shares of our common stock were outstanding as of December 31, 2015. No further grants or other awards may be made under the plan.

Under our Deferred Stock Unit Plan, or DSU plan, an aggregate of 317,500 shares of our common stock were reserved for issuance under the plan; as of December 31, 2015, units representing an aggregate of 219,527 shares of common stock were allocated to accounts, some of which has been distributed in the form of common stock.

EQUITY PLAN COMPENSATION INFORMATION
(at December 31, 2015)
Plan Category Number of Securities to be issued upon Exercise of Outstanding Options, Warrants, and Rights

Weighted -Average Exercise Price of Outstanding Options, Warrants and Rights⁽¹⁾
Number of Securities Remaining available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Shareholders 592,916
$ 17.96
180,295
Equity Compensation Plans not Approved by Shareholders 28,528
16.07
97,973
Total 621,444
$ 17.88
278,268

⁽¹⁾~~Does not take into account units allocated under the DSU plan.~~

In addition to the options, warrants and rights reported above, we made a time-based restricted stock award to Mr. Dorminey in the aggregate amount of 35,000 shares of our common stock, which was not approved by our shareholders. More information about the purpose and terms of the award may be found in the ~~“Payments and Rights on Termination or Change in Control”~~ ~~sectionunder the heading~~ ~~“Terms of Mr. Dorminey's Employment”.~~

~~Plan Governance~~

~~Our LTIP includes a number of provisions that are intended to advance our executive compensation program, by addressing the delivery of shareholder value:~~

~~No Repricing -~~ ~~Our LTIP does not permit the repricing of stock options.~~

~~No Discounts -~~ ~~Options must be granted with an exercise price not less than the market value of our common stock on the grant date.~~

~~No “Evergreen” Provisions -~~ ~~Our LTIP reserves a specific number of shares of common stock and does not provide for an increase in the number of shares reserved, absent the approval of our shareholders.~~

~~No Transfer -~~ ~~Outstanding grants and awards may not be transferred, pledged or mortgaged.~~

~~Clawback -~~ In the event we are required to restate our financial statements or other financial results, the compensation committee possesses the authority to reduce, forfeit, or recover the portion of any grant or award made under the plan, whether or not then vested, that would have been smaller under the restated results.

~~Description of 2011 Long-Term Incentive Compensation Plan~~

The following is a description of the material terms of the existing LTIP, including Amendment No. 1 thereto. The description is qualified in its entirety by reference to the terms of the 2011 Long-Term Incentive Compensation Plan and Amendment No. 1, copies of which are attached to this proxy as Exhibit A.

~~Purpose.~~ One of the objectives of our executive compensation program is to provide compensation opportunities that are structured to deliver shareholder value. We use our LTIP to address this objective by making grants and awards of equity compensation, the amount of which is ordinarily contingent on the satisfaction of performance measures.

~~Administration.~~ ~~The LTIP is administered by the compensation committee, unless our full board of directors acts instead of the committee. Under the terms of the LTIP, the committee possesses the discretion to:~~

~~Designate the officers and employees who will receive grants and awards;~~

~~Make individual grants and awards and determine their specific terms and conditions, which are set forth in individual agreements;~~

~~Construe and interpret the terms of the plan and related forms and documents and resolve disputes arising under the plan;~~

~~Delegate to the officers and employees of the Company the power to take administrative and other ministerial actions with respect to the plan; and~~

~~Take any other actions or make any other determinations it deems necessary or appropriate to administer the plan.~~

~~Participation.~~ Officers and employees of the Company and the Bank and non-employee members of the board of directors of the Company are eligible to receive grants and awards under the LTIP, when designated by the committee. Currently, there are approximately 2,000~~officers, employees and non-employee directors who are currently eligible and may be designated to receive grants and awards under the plan.~~

~~Types of Grants and Awards.~~ As described earlier in the CD&A, the committee primarily uses the LTIP to make restricted stock awards that are subject to the attainment of performance measures. Although the committee has no present intent to change its practices, the LTIP permits the following types of grants and awards:

~~Stock Options~~Required Vote. - An option is the right to purchase a fixed number of shares of our common stock at a designated exercise price, which cannot be less than the market value of our common stock on the grant date. The maximum term of an option cannot exceed ten years. Options are exercisable in accordance with terms imposed by the compensation committee at the time of grant, which may include time-based vesting, the attainment of performance measures or both. The exercise price of an option may be paid in cash, by tendering shares of our common stock previously acquired, making a broker-assisted cashless exercise or by “netting,” under which the Company withholds or “nets” from common stock otherwise deliverable on exercise shares having a fair market value equal to the exercise price. The compensation committee may grant up to 400,000 options in the form of incentive stock options, or “ISOs,” which comply with the requirements of Section 422(b) of the Internal Revenue Code.

~~Restricted Stock~~ - Restricted stock is common stock issued at the time of award but subject to restrictions for a designated period. The restrictions commonly prohibit sale, pledge, mortgage or other disposition during the designated period. In addition to requiring the performance of services during the period (“time-based” restricted stock), vesting may be subject to the attainment of performance measures.

~~Participants are not required to pay us any consideration for the grant or award itself of stock options or restricted stock.~~

~~Individual Limits on Grants and Awards.~~ The maximum number of options that may be granted to an individual during any calendar year cannot exceed 150,000 options. The maximum number of shares of restricted stock that may be awarded to an individual during any calendar year cannot exceed 75,000 shares.

~~Changes in Capitalization.~~ In the event of a merger, consolidation or reorganization of the Company with an unrelated entity, the number and type of shares subject to the LTIP will be replaced by the number and kind of stock or other equity securities the

holders of our common stock receive in the transaction. If the number of shares of the Company’s common stock is changed by a stock split, reverse stock split, recapitalization or similar transaction for which the Company does not receive consideration, the number of shares available for grant or award under the LTIP will be proportionately adjusted to prevent dilution or enlargement. In the circumstances described above, the compensation committee may adjust the terms of an individual grant or award to prevent its dilution or adjustment.

~~Share Counting.~~ The number of shares reserved for issuance under the LTIP is reduced when an option is granted or restricted stock is awarded or shares of common stock are otherwise issued. The number of shares available for future issuance may increase in connection with the cancellation or forfeiture of grants and awards and by shares of common stock tendered to pay the exercise price of an option or to pay taxes.

~~Performance Measures.~~ Grants and awards made under the LTIP may be made subject to performance measures designated by the compensation committee from the list included in the plan. The amendment to the LTIP added three additional performance measures:

~~Efficiency ratio or other measures comparing all or certain expenses of the Company or the Bank, as the case may be, to revenue;~~

~~Return on tangible equity; and~~

~~Total shareholder return.~~

The amendment also clarified that non-recurring or extraordinary items, as determined under accounting principles generally accepted in the United States, “GAAP,” are to be disregarded by the committee when determining whether and to what extent performance measures are achieved. More information about the performance measures included in the LTIP and their use by the compensation committee may be found in “~~Proposal 4 - Approval of Performance Measures Under The 2011 Long-Term Incentive Compensation Plan.~~”

~~Change in Control Provisions.~~ Unless the compensation committee otherwise provides in an individual agreement, if a change in control (as defined in the LTIP) occurs, outstanding options vest and remain exercisable until they would otherwise expire in accordance with their terms. Any service period then applicable to restricted stock will be deemed satisfied and performance measures will be deemed achieved at target levels.

~~Amendment and Termination.~~ Unless earlier terminated, the LTIP will terminate on the date of the Company’s 2021 annual meeting. Pending its termination, the board of directors may amend, modify or suspend the LTIP, in its discretion, except that shareholder approval of any amendment or modification must be obtained if required under applicable law or stock exchange rules. The compensation committee may amend the terms of any agreement evidencing an individual grant or award, in its discretion, except that consent is required if the amendment materially impairs the grant or award.

~~Federal Income Taxes~~

THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF GRANTS AND AWARDS UNDER THE LTIP; IT DOES NOT SUMMARIZE THE STATE TAX OR FOREIGN TAX CONSEQUENCES. THE SUMMARY IS BASED UPON AUTHORITY IN EFFECT AS OF THE DATE OF THIS PROXY STATEMENT, WHICH IS SUBJECT TO CHANGE, AND IT SHOULD NOT BE RELIED UPON AS A COMPREHENSIVE DISCUSSION OF THE TAXATION OF GRANTS OR AWARDS.

~~Tax Consequences of Options.~~ No income is recognized by the holder of an option at the time of grant. When an option, other than an ISO, is exercised the holder recognizes income in an amount equal to the difference between the fair market value of our common stock on the date of exercise and the exercise price. The sale of common stock acquired on the exercise of an option, other than an ISO, results in long-term or short-term capital gain depending upon the holding period of common stock following exercise.

When an ISO is exercised, no income is recognized by the holder, except that the difference between the fair market value of our common stock on the exercise date and the exercise price is a preference item for the purposes of the alternative minimum tax. When a holder sells common stock acquired on the exercise of an ISO, gain or loss will be treated as capital gain or loss, provided the sale occurs more than two years after the grant date and one year after the option exercise date. If the holding periods are not satisfied, the difference between the exercise price and the fair market value of the shares on the date of sale is treated as income.

~~Tax Consequences of Restricted Stock.~~No income is recognized when shares of restricted stock are awarded. When the shares vest and become transferable, a holder recognizes income in an amount equal to the fair market value of the shares. A holder may elect under Section 83(b) of the Internal Revenue Code to accelerate the taxation of the shares. If the election is made, a holder

will recognize income in an amount equal to the fair market value of the shares on the date of award. Any subsequent gain or loss realized on the sale of the stock will be short-term or long-term capital gain or loss depending upon the holding period of the stock.

~~Tax Consequences to the Company.~~ When a holder recognizes income with respect to an option or restricted stock, we are entitled to a corresponding deduction, except that we are not entitled to a deduction with respect to ISOs, unless the applicable holding periods are not satisfied by the holder.

~~Required Vote~~

The affirmative vote by a majority of the votes cast at the annual meeting is required for the approval of the ~~proposal to increase the number of shares available under the LTIP.~~above resolution. Abstentions and broker non-votes will not be counted as votes cast for or against the proposal.

~~OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE~~

~~AMENDMENT OF THE 2011 LONG-TERM INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF AVAILABLE SHARES.~~

~~PROPOSAL 4 - APPROVAL OF PERFORMANCE MEASURES UNDER THE 2011 LONG-TERM INCENTIVE COMPENSATION PLAN~~

You are being asked to approve the list of performance measures included in the LTIP, as amended, which will permit us to make grants and awards that are considered “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code, or “Section 162(m).” Section 162(m) disallows the Company’s Federal income tax deduction for aggregate compensation over $1 million paid in any fiscal year to our chief executive and four other highest paid officers. “Performance-based” compensation, as defined in Section 162(m), is excluded from the calculation. “Performance-based” compensation under the LTIP refers to a grant or award, the vesting and amount of which is contingent on the attainment of performance measures during a performance cycle, both of which are determined by the compensation committee at the time of grant or award.

Under Section 162(m), the performance measures used by the compensation committee must be approved by our shareholders. The approval of the LTIP at our 2011 Annual Meeting acted as an approval of the performance measures included in the plan. The performance measures must be approved by our shareholders every five years, or at the 2016 Annual Meeting.

If the performance measures are not approved, the compensation committee intends to continue making grants and awards under the LTIP subject to performance measures, but grants and awards made to our chief executive and four other highest paid officers will not be considered “performance-based” and will not be deductible in any year the aggregate compensation paid to any such officer exceeds $1 million.

~~Performance Measures~~

~~A list of the performance measures included in our LTIP, as amended, for which we are now requesting shareholder approval, is below:~~

~~Earnings per share, whether or not calculated on a fully diluted basis;~~

~~Earnings before interest, taxes, or other adjustments;~~

~~Return on equity, return on investment, return on invested capital, or return on assets;~~

~~Appreciation in the price of common stock, whether with or without consideration of reinvested dividends;~~

~~As to the Company or the Bank, net profit margin or increase in income, whether net income, net interest income, or otherwise;~~

~~As to the Company, the Bank, or any region, unit, division, or profit center of the Company or the Bank, growth in income or revenue, whether net or gross, or growth in market share;~~

As to the Bank or any region, unit, division, or profit center thereof, credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowance as a percentage of nonperforming assets, or growth in loans or deposits or change in capital ratios;

Mergers, acquisitions, sales of assets of affiliates or business units; the development of business units or lines of business; or the implementation of other items included in the Company’s or the Bank’s strategic plan;

~~Efficiency ratio or other measures comparing all or certain expenses of the Company or the Bank, as the case may be, to revenue;~~

~~Return on tangible equity; and~~

~~Total shareholder return.~~

When it makes grants and awards under the LTIP that are intended to be performance-based under Section 162(m), the compensation committee designates a performance cycle, performance measures from the shareholder-approved list of performance measures, and threshold, target, and superior levels of performance. At the end of the cycle, the committee determines performance and payouts; the LTIP, as amended, requires that any non-recurring or extraordinary items, as determined under GAAP, will be disregarded when determining performance. If, in the discretion of the committee, payouts will result in compensation at levels that are inconsistent with our executive compensation program, the committee may exercise “negative” discretion to reduce payouts.

~~A summary of the material terms of our LTIP, as amended by Amendment No. 1 thereto, may be found under~~ ~~Proposal 3 - Amendment of 2011 Long-Term Incentive Compensation Plan to Increase Available Shares~~, which is qualified in its entirety by the terms of the LTIP including Amendment No. 1 thereto, both of which are attached to this proxy as Exhibit A. A further description of how the use of performance measures advances the objectives of our executive compensation program may be found in the CD&A under the section ~~“Compensation Overview.”~~

~~Required Vote~~

The affirmative vote by a majority of the votes cast at the annual meeting is required for the approval of the Section 162(m) performance measures. Abstentions and broker non-votes will not be counted as votes cast for or against the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ~~PERFORMANCE MEASURES UNDER~~NON-BINDING ADVISORY RESOLUTION APPROVING THE ~~2011 LONG-TERM INCENTIVE~~ COMPENSATION ~~PLAN.~~OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL ~~5 - AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK~~

~~Background~~

Our Articles of Incorporation currently authorize the issuance of up to 75,000,000 shares of common stock, as well as 5,000,000 shares of preferred stock. At the annual meeting, we are asking our shareholders to approve and adopt a proposal to amend our Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 75,000,000 shares to 150,000,000 shares, which we refer to as the “Authorized Shares Amendment.” At its January 2016 board meeting, the board approved, and recommended that our shareholders approve, the Authorized Shares Amendment.

The Authorized Shares Amendment, if approved, will amend Article Fourth of the Company’s Articles of Incorporation by replacing “Seventy-Five Million (75,000,000)” with “One Hundred Fifty Million (150,000,000).” The Authorized Shares Amendment will not become effective until Articles of Amendment are filed with the Secretary of State of Mississippi. If the Authorized Shares Amendment is approved, we intend to make this filing promptly after the annual meeting.

~~If our shareholders do not approve the Authorized Shares Amendment, the total number of shares of common stock authorized for issuance will remain at 75,000,000 shares of common stock.~~

~~Reason for the Increase in the Number of Authorized Shares of Common Stock~~

As of the date of this proxy statement, 40,296,763 shares of common stock were outstanding and an additional 1,739,623 shares were either issuable pursuant to outstanding options or reserved for future grants and awards under the LTIP and our other employee benefit plans (the number of shares reserved assumes that shareholders approve the proposal to amend to the LTIP to increase the number of shares of our common stock available for grant or award thereunder). Therefore, approximately 32,963,614 shares of our common stock remain available for issuance.

The board believes that it is in the best interests of the Company and our shareholders to have a greater number of shares of common stock authorized in order to give us the flexibility to issue shares of common stock in connection with future stock dividends, public and private equity financings, mergers and other expansion opportunities and for other general corporate purposes. The board has determined that the number of authorized shares of common stock currently available for issuance may not be sufficient for our future needs. Increasing the number of authorized shares now will avoid the possible delays and significant expense of calling and holding a special meeting of shareholders at a later date to approve an increase in the number of authorized shares. The board believes that the increased number of authorized shares will enhance our ability to promptly respond to acquisition,

~~financing and other opportunities.~~

Although the Company has filed a shelf registration statement on Form S-3, which includes the registration of various securities, including our common stock, that we may offer and sell in the future, the Company has no present plan, agreement or understanding involving the issuance of its common stock, except for shares required or permitted to be issued under the LTIP and other employee benefit plans or upon the exercise of outstanding stock options. It is possible, however, that merger and acquisition opportunities involving the issuance of shares of common stock will develop. It is also possible that an increase in the market price of the Company’s common stock, and conditions in capital markets in general, may make a stock dividend, a stock split or a public or private offering of the Company’s common stock desirable. The proposed increase in authorized common stock would provide the board of directors with greater flexibility to declare stock dividends in the future or to otherwise respond to corporate opportunities.

~~Effects of the Proposal~~

The approval of the Authorized Shares Amendment will result in an additional 75,000,000 shares of common stock available for issuance. Authorized but unissued shares of the Company’s common stock, including shares of common stock covered by this proposal, are issuable at such times, for such purposes and for such consideration (cash or otherwise) as the board of directors may determine to be appropriate without further authority from or approval by the shareholders of the Company, except as may be required by applicable law, rules or regulations and the Nasdaq Marketplace Rules. For example, both the Mississippi Business Corporation Act and the Nasdaq Marketplace Rules require prior shareholder approval of a share issuance in connection with a merger where the number of shares proposed to be issued would exceed 20% of the voting power of the Company immediately prior to the merger.

The additional shares of the Company’s common stock authorized by the Authorized Shares Amendment will be part of the existing class of our common stock and thus will have the same rights and privileges as each share of common stock currently authorized or outstanding. These additional shares will not have any effect on the rights of present shareholders. However, because shareholders do not have preemptive rights (that is, the right to have the first chance to purchase shares in future stock issuances), the issuance of additional authorized shares in the future, other than through a proportional issuance such as a stock dividend, will have a dilutive effect on shareholders’ interests with respect to earnings per share, voting, liquidation value and book and market value per share.

~~Possible Anti-Takeover Effects of the Proposal~~

An increase in the authorized number of shares of common stock and the issuance of the shares may also have the effect of delaying or preventing a change in control of the Company. Shares of authorized and unissued common stock could be issued (within the limits imposed by applicable law) in one or more transactions which would make a change in control of the Company more difficult and therefore less likely. Any issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock and could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company or to remove incumbent management.

The Authorized Shares Amendment is not in response to any effort by an outside party to accumulate Company common stock, nor is the Company aware of any such effort. Further, it is not in response to any attempt to acquire control of the Company, nor is the Company aware of any such attempt. The Authorized Shares Amendment is not part of a plan by the Company to adopt a series of anti-takeover measures nor does the Company have any present intention of proposing the adoption of anti-takeover measures in the future.

~~There are also existing anti-takeover provisions included in our Articles of Incorporation and Bylaws, which are summarized below:~~

The Company’s board of directors is divided into three classes, with the terms of the directors in each class expiring over a three-year period. A staggered board may have the effect of making it more difficult for a third party to acquire control of the Company by limiting the number of directors the third party can replace at any one meeting of shareholders.

The Company’s Articles of Incorporation contain a “fair price” provision. This provision requires the approval by the holders of not less than 80% of the Company’s outstanding common stock, and the approval of the holders of not less than 67% of the Company’s outstanding common stock held by shareholders other than a “controlling party” (defined to mean a shareholder owning or controlling 20% or more of the Company’s outstanding stock at the time of the proposed transaction), of any merger, a sale or lease of all or substantially all of the Company’s assets, or any other business combination transaction involving the controlling party. The elevated approval requirements do not apply if (1) the proposed transaction is approved by a majority of the board of directors or (2) certain minimum price requirements relating to the merger consideration to be received by the Company’s shareholders are met. The “fair price” provision makes it

~~more difficult for a third party to obtain approval of a business combination transaction.~~

Under our Articles of Incorporation, the board of directors is authorized to issue, without any further approval from our shareholders, a series of preferred stock with the designations, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions, as the board determines in its discretion. This authorization may operate to provide anti-takeover protection because, in the event of a proposed merger, tender offer or other attempt to gain control of us that the board of directors does not believe is in the Company’s or its shareholders’ best interests, the board has the ability to quickly issue shares of preferred stock with certain rights, preferences and limitations that could make the proposed takeover attempt more difficult to complete. Such preferred stock may also be used in connection with the issuance of a shareholder rights plan, sometimes called a “poison pill.”

The Company’s Bylaws provide that a shareholder may not call a special meeting of shareholders unless such shareholder owns at least 50% of the Company’s issued and outstanding stock. This requirement makes it more difficult for a third-party acquiror to call a shareholders’ meeting to vote on corporate matters.

~~Required Vote~~

The affirmative vote by a majority of the votes cast at the annual meeting is required for the approval of the Authorized Shares Amendment. Abstentions and broker non-votes will not be counted as votes cast for or against the proposal.

~~OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”~~

~~THE AUTHORIZED SHARES AMENDMENT.~~

~~PROPOSAL 6~~3 - RATIFICATION OF THE APPOINTMENT OF HORNE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR ~~2016~~2018

Ratification.We are asking our shareholders to ratify the audit committee's selection of HORNE LLP as our independent registered public accountants for ~~2016.~~2018. Although current law, rules and regulations, as well as the charter of the audit committee, require the audit committee to engage, retain and supervise our independent registered public accountants, we view the selection of the independent registered public accountants as an important matter of shareholder concern and thus are submitting the selection of HORNE LLP for shareholder ratification ~~by shareholders~~ as a matter of good corporate practice.

Required ~~Vote~~Vote.

The affirmative vote by a majority of the votes cast at the annual meeting is required for the ratification of the appointment of HORNE LLP as our independent registered public ~~accountants.~~accountants for 2018. If our shareholders fail to ratify this appointment, the audit committee will reconsider whether to retain HORNE LLP and may retain that firm or another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accountant at any time during the year if it determines that such change would be in our best interests and in the best interests of our shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF

HORNE LLP AS ~~OUR~~ INDEPENDENT REGISTER PUBLIC ACCOUNTANTS FOR ~~2016.~~

2018.

~~SHAREHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING~~

At the annual meeting each year, the board of directors submits to shareholders its nominees for election as directors. In addition, the board may submit other matters to the shareholders for action at the annual meeting. Shareholders may also submit proposals for action at the annual meeting.

~~Proposals for Inclusion in Our Proxy Statement~~

Shareholders interested in submitting a proposal for inclusion in our proxy materials for the 2017 Annual Meeting of Shareholders may do so by following the procedures described in Rule 14a-8 of the Exchange Act. If the 2017 annual meeting is held within 30 days of April 26, 2016, shareholder proposals must be received by E. Robinson McGraw at 209 Troy Street, Tupelo, Mississippi 38804-4827, no later than the close of business on~~November 17, 2016, in order for such proposals to be considered for inclusion in the proxy statement and form of proxy relating to such meeting.~~

~~Proposals to be Introduced at the 2017 Annual Meeting~~

~~For any shareholder proposal to be presented in connection with the 2017 Annual Meeting of Shareholders but without inclusion~~

in our proxy materials, including any proposal relating to the nomination of an individual to be elected to the board of directors, a shareholder must give timely written notice thereof in writing to the Secretary in compliance with the advance notice and eligibility requirements contained in our Bylaws. To be timely, a shareholder’s notice must be delivered to the Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827 not less than 90 days nor more than 120 days prior to the first anniversary of the immediately preceding year’s annual meeting. If, however, the date of the annual meeting is advanced by more than 30 days or delayed by more than 90 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of such meeting. The notice must contain information specified in our Bylaws about each nominee or the proposed business and the shareholder making the nomination or proposal.

Under our Bylaws, based upon the meeting date of April 26, 2016 for the 2016 Annual Meeting of Shareholders, a qualified shareholder intending to introduce a proposal or nominate a director at the 2017 Annual Meeting of Shareholders but not intending the proposal to be included in our proxy materials must give written notice to our Secretary not earlier than the close of business on December 28, 2016 and not later than the close of business on January 27, 2017.

The advance notice provisions in our Bylaws also provide that in the case of a special meeting of shareholders called for the purpose of electing one or more directors, a shareholder may nominate a person or persons (as the case may be) for election to such position if the shareholder’s notice is delivered to the Secretary at the above address not earlier than the 120th day prior to the special meeting and not later than the close of business on the later of the 90th day prior to the special meeting or, if public announcement of the date of such meeting is made less than 120 days in advance, the 10th day following the date of the first public announcement of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.

The specific requirements of our advance notice and eligibility provisions are set forth in Article III, Section 9 of our Bylaws, a copy of which is available upon request. Such requests and any shareholder proposals should be sent to the Secretary at 209 Troy Street, Tupelo, Mississippi 38804-4827.

OTHER MATTERS

As of the date of this proxy statement, management was unaware of any other matters to be brought before the annual meeting other than those ~~set forth herein.~~described in this proxy statement. However, if any other matters are properly brought before the annual meeting, the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.



STOCK OWNERSHIP

COMMON STOCK OWNERSHIP OF MORE THAN 5%

The following table sets forth information regarding the beneficial ownership of our common stock as of March 7, 2018, by each person or entity, including any group, as that term is used in Section 13(d)(3) of the Exchange Act, known to us to be the beneficial owner of 5% or more of our outstanding common stock. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and is based upon the number of shares of our common stock outstanding as of March 7, 2018, which was49,390,197 shares.



Name and Address	Number of Shares Beneficially Owned		Percent of Class
The Vanguard Group, Inc.	3,795,245	⁽¹⁾	7.68	%
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Dimensional Fund Advisors LP	3,068,269	⁽²⁾	6.21	%
Building One
6300 Bee Cave Road
Austin, Texas 78746
BlackRock, Inc.	3,025,099	⁽³⁾	6.12	%
55 East 52nd Street
New York, New York, 10055

⁽¹⁾

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 1) filed with the SEC on February 12, 2018 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2017. Of the 3,795,245 shares covered by the Schedule 13G, Vanguard has sole voting power with respect to 49,462 shares, shared voting power with respect to 6,407 shares, sole dispositive power with respect to 3,742,999 shares and shared dispositive power with respect to 52,246 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 45,839 shares as a result of it serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 10,030 shares as a result of it serving as investment manager of Australian investment offerings. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.

⁽²⁾

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 8) filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2017. Of the 3,068,269 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 2,964,098 shares and sole dispositive power with respect to all of the shares. Dimensional is a registered investment advisor that furnishes investment advice to four registered investment companies and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (these companies, trusts and accounts are referred to as the “Funds”). The Funds are the owners of the shares covered by the Schedule 13G; to the knowledge of Dimensional, no single Fund owns more than 5% of our common stock. Dimensional disclaims beneficial ownership of the shares of our common stock owned by the Funds.

⁽³⁾

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 8) filed with the SEC on January 23, 2018 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2017. Of the 3,025,099 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 2,932,284 shares and sole dispositive power with respect to all of the shares. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS

The following table includes information about the common stock owned by our directors, nominees and executive officers as of March 7, 2018, including their name, position and the number of shares beneficially owned. Each of the persons listed in the table below under the heading “Directors and Nominees” currently serves as a director of the Company. Unless otherwise noted, the persons below have sole voting power and investment power with respect to the listed shares (subject to any applicable community property laws). The business address for each of the directors and executive officers listed below is 209 Troy Street, Tupelo, Mississippi 38804-4827.



	Amount and Nature of Beneficial Ownership
	Direct		Options Exercisable Within 60 Days	Other		Total	Percent
Directors and Nominees:⁽¹⁾
George H. Booth, II	26,901		—	—		26,901	*
Frank B. Brooks	38,403		—	—		38,403	*
Hollis C. Cheek	14,565		—	9,971	⁽²⁾	24,536	*
Donald Clark, Jr.	21,269		—	18,197	⁽³⁾	39,466	*
John M. Creekmore	16,277		—	—		16,277	*
Albert J. Dale, III	25,536		—	287	⁽⁴⁾	25,823	*
Jill V. Deer	8,813		—	—		8,813	*
Marshall H. Dickerson	8,898	⁽⁵⁾	—	—		8,898	*
John T. Foy	34,721		—	—		34,721	*
Richard L. Heyer, Jr.	24,332		—	3,704	⁽⁶⁾	28,036	*
Neal A. Holland, Jr.	61,311	⁽⁷⁾	—	162,847	⁽⁷⁾	224,158	*
J. Niles McNeel	7,983		—	—		7,983	*
Hugh S. Potts, Jr.	144,201		—	29,889	⁽⁸⁾	174,090	*
Fred F. Sharpe	11,666		—	31,368	⁽⁹⁾	43,034	*
Michael D. Shmerling	157,347	⁽¹⁰⁾	—	—		157,347	*
Named Executive Officers:
E. Robinson McGraw	250,531	⁽¹¹⁾	—	—		250,531	*
Kevin D. Chapman	73,212	⁽¹²⁾	—	—		73,212	*
C. Mitchell Waycaster	90,139	⁽¹³⁾	—	—		90,139	*
R. Rick Hart	75,586	⁽¹⁴⁾	—	—		75,586	*
J. Scott Cochran	61,654	⁽¹⁵⁾	—	254		61,908	*
All directors, nominees and executive officers as a group (27 persons total)	1,387,265		37,750	257,274		1,682,289	3.41	%

* Less than 1% of the outstanding common stock, based on 49,390,197shares of our common stock issued and outstanding as of March 7, 2018 plus, as to each director or executive officer, the number of shares of our common stock that he or she has the right to acquire within 60 days of March 7, 2018.


⁽¹⁾	For each non-employee director, direct ownership includes 812 shares representing an award of time-based restricted stock under the LTIP that will vest as of the annual meeting.


⁽²⁾	These shares are held by J.C. Cheek Contractors, Inc. of which Mr. Cheek is the President.


⁽³⁾	Consists of 9,098 shares held in two individual retirement accounts owned by Mr. Clark's spouse and 9,099 shares held in a family trust of which Mr. Clark serves as the trustee.


⁽⁴⁾	These shares are held by Mr. Dale's grandchildren.


⁽⁵⁾	Of the 8,898 shares owned by Mr. Dickerson, 4,885 shares are pledged as collateral for a loan from the Bank.


⁽⁶⁾	These shares are held by Dr. Heyer’s spouse.

⁽⁷⁾

Of the 61,311shares listed as directly owned, 49,918 shares are pledged as collateral for a loan from the Bank. Other ownership consists of 1,303 shares held in an individual retirement account owned by Mr. Holland’s spouse, of which Mr. Holland is the beneficiary, 7,248 shares held by a family limited partnership, Holland Limited Partnership, 152,146 shares held by a family limited partnership, Holland Holdings, LP, 2,000 shares held in a living trust of which Mr. Holland serves as trustee, and 150 shares in a trust for his children.


⁽⁸⁾	These shares are held by Mr. Potts’s spouse, either directly or in an individual retirement account owned by Mr. Potts's spouse.


⁽⁹⁾	Consists of 26,451 shares held by Mr. Sharpe’s spouse, 2,954 shares held in two individual retirement accounts owned by Mr. Sharpe’s spouse, of which Mr. Sharpe is the beneficiary, 1,000 shares held in Sharpco, Inc., of which Mr. Sharpe is the owner and 963 shares held in JDF Real Estate Corp, of which Mr. Sharpe is the owner.


⁽¹⁰⁾	Of the 157,347 shares listed as directly owned, 139,834 shares are pledged as collateral for a loan from the Bank.


⁽¹¹⁾	Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes an aggregate of 34,537 shares allocated to his accounts under our 401(k) plan, over which Mr. McGraw has voting power, 13,000 shares representing an award of time-based restricted stock under our LTIP and 20,000 shares representing a target award of performance-based restricted stock under our LTIP.


⁽¹²⁾	Direct ownership includes an aggregate of 5,559 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 24,500 shares representing an award of time-based restricted stock under our LTIP and 10,000 shares representing a target award of performance-based restricted stock under our LTIP.

⁽¹³⁾

Mr. Waycaster is also a nominee for election as a director at the annual meeting. Direct ownership includes an aggregate of 15,474 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 16,000 shares representing an award of time-based restricted stock under our LTIP and 15,000 shares representing a target award of performance-based restricted stock under our LTIP.


⁽¹⁴⁾	Mr. Hart is also a member of our board of directors. Direct ownership includes an aggregate of 717 shares allocated to his account under our 401(k) plan, over which Mr. Hart has voting power, and 2,933 shares representing an award of time-based restricted stock under our LTIP and 5,333 shares representing a target award of performance-based restricted stock under our LTIP.


⁽¹⁵⁾	Direct ownership includes an aggregate of 1,986 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 11,500 shares representing an award of time-based restricted stock under our LTIP and 8,000 shares representing a target award of performance-based restricted stock under the LTIP. Other ownership includes 254 shares held by Mr. Cochran's children.

The performance-based restricted stock awards under the LTIP described in notes 11-15 above provide that each recipient possesses voting and dividend rights with respect to his target shares pending settlement at the end of the applicable performance cycle. Under the terms of each performance award, the target number of shares is subject to increase or decrease based upon the outcome of applicable performance objectives. Each recipient also possesses voting and dividend rights with respect to the award of the time-based restricted stock described in note 1 for the directors and notes 11-15 for the executives.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC and Nasdaq reports of ownership of our securities and changes in their ownership on Forms 3, 4 and 5. Executive officers, directors and greater than 10% shareholders are required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of the reports on Forms 3 and 4 and amendments thereto furnished to us in 2017 and Forms 5 and amendments thereto furnished to us with respect to 2017, or written representations from reporting persons that no Form 5 filing was required, we believe that in 2017 our executive officers, directors and greater than 10% owners timely filed all reports they were required to file under Section 16(a).



AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

Upon written request of any record holder or beneficial owner of shares entitled to vote at the annual meeting, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2017. Requests should be mailed to John S. Oxford, First Vice President and Director of ~~External Affairs,~~Marketing, 209 Troy Street, Tupelo, Mississippi 38804-4827. You may also access our Annual Report on Form 10-K on our Internet website, www.renasant.com.

By Order of the Board of Directors,

E. Robinson McGraw

Chairman of the Board and

~~President and~~ Chief Executive Officer

5654

~~Exhibit A~~

~~RENASANT CORPORATION~~

~~2011 LONG TERM INCENTIVE COMPENSATION PLAN~~

~~TABLE OF CONTENTS~~



	~~Page~~

~~PRIOR PLAN~~	~~A-1~~

~~DEFINITIONS~~	~~A-1~~

~~ADOPTION; RESERVATION OF SHARES; OTHER LIMITATIONS~~	~~A-3~~
~~Adoption and Effective Date~~	~~A-3~~
~~Duration~~	~~A-3~~
~~Number and Type of Shares~~	~~A-3~~
~~Calculation of Available Shares~~	~~A-3~~
~~Adjustment~~	~~A-3~~
~~Additional Limitations~~	~~A-3~~

~~PARTICIPATION~~	~~A-4~~

~~ADMINISTRATION~~	~~A-4~~
~~Composition of the Committee~~	~~A-4~~
~~Power and Authority of the Committee~~	~~A-4~~
~~Limitations On Grants and Awards~~	~~A-4~~

~~OPTIONS~~	~~A-4~~
~~Grant of Options~~	~~A-4~~
~~Incentive Stock Options~~	~~A-4~~
~~Manner of Exercise; Issuance of Common Stock~~	~~A-5~~
~~Rights as Stockholder~~	~~A-5~~
~~Effect of Separation From Service~~	~~A-5~~

~~RESTRICTED STOCK~~	~~A-5~~
~~General Provisions~~	~~A-5~~
~~Lapse of Restrictions~~	~~A-6~~
~~Shareholder Rights~~	~~A-6~~
~~Effect of Separation From Service~~	~~A-6~~

~~PERFORMANCE OBJECTIVES~~	~~A-6~~
~~Performance Objectives~~	~~A-6~~
~~Determination of Performance Objectives and Performance Cycle~~	~~A-6~~
~~Adjustment of Objectives~~	~~A-7~~
~~Separation From Service~~	~~A-7~~

~~GENERAL PROVISIONS~~	~~A-7~~
~~Amendment~~	~~A-7~~
~~Transferability of Incentives~~	~~A-7~~
~~Withholding~~	~~A-7~~
~~Change in Control~~	~~A-8~~
~~Fractional Shares~~	~~A-8~~
~~Certificates~~	~~A-8~~
~~Legal Requirements~~	~~A-8~~
~~Governing Law~~	~~A-8~~
~~Other Benefits~~	~~A-8~~
~~Headings~~	~~A-8~~
~~Construction~~	~~A-8~~
~~Recovery~~	~~A-8~~
~~Unfunded Plan~~	~~A-8~~
~~No Continued Employment~~	~~A-9~~

~~RENASANT CORPORATION~~

~~2011 LONG-TERM INCENTIVE COMPENSATION PLAN~~

~~Renasant Corporation, a corporation organized and existing under the laws of the State of Mississippi (the “Company~~”), hereby establishes the 2011 Long-Term Incentive Compensation Plan to provide flexibility to the Company in connection with its compensation practices and to attract, retain and motivate officers, executives and other key employees through the grant or award of equity and compensation (the “~~Plan”).~~

1.~~PRIOR PLAN:~~

~~This Plan is intended to replace the Company’s 2001 Long-Term Incentive Compensation Plan (the “Prior Plan”). As of October 8, 2011 (the “Expiration Date~~”), the Prior Plan shall expire in accordance with its terms, and no further grants or awards shall be made thereunder. Grants and awards made under the Prior Plan as of such date shall remain outstanding and in effect until exercised, matured, expired or otherwise forfeited in accordance with their terms.

2.~~DEFINITIONS:~~

~~2.1~~ ~~Affiliate~~ ~~means an entity in which the Company owns, directly or indirectly, at least 50% of the combined voting power of the entity’s outstanding voting securities, including Renasant Bank (the “Bank”).~~

~~2.2~~ ~~Board~~ or ~~Board of Directors~~ ~~means the Board of Directors of the Company.~~

~~2.3~~ ~~Cause, unless otherwise defined in an employment, severance or similar agreement between a Participant and the Company or an Affiliate, means that a Participant has:~~


a.	Committed an intentional act of fraud, embezzlement or theft in the course of employment or otherwise engaged in any intentional misconduct which is materially injurious to the Company’s or an Affiliate’s financial condition or business reputation;


b.	Committed intentional damage to the property of the Company or an Affiliate or committed intentional wrongful disclosure of confidential information materially injurious to the Company’s or an Affiliate’s financial condition;


c.	~~Been indicted for the commission of a felony or a crime involving moral turpitude;~~


d.	~~Willfully and substantially refused to perform the essential duties of his or her position, which has not been cured within 30 days following written notice by the Company;~~


e.	Intentionally, recklessly, or negligently violated any material provision of any code of ethics, code of conduct or equivalent code or policy of the Company or its Affiliates applicable to him or her; or


f.	Intentionally, recklessly, or negligently violated any material provision of the Sarbanes-Oxley Act of 2002 or any of the rules adopted by the Securities and Exchange Commission implementing any such provision.

~~The Committee, in its discretion, shall determine whether any Separation From Service is on account of Cause;~~ ~~provided that~~ no act or failure to act on the part of a Participant will be deemed “intentional” if it was due primarily to an error in judgment, but will be deemed “intentional” only if done or omitted to be done by a Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company or an Affiliate.

~~2.4~~ ~~Change in Control,~~ unless otherwise defined in an employment, severance or similar agreement between the Company or an Affiliate and a Participant, means and shall be deemed to occur upon a Change in Equity Ownership, a Change in Effective Control, a Change in the Ownership of Assets or a Change by Merger. For this purpose:

A “Change in Equity Ownership” means that a person or group acquires, directly or indirectly in accordance with Code Section 318, more than 50% of the aggregate fair market value or voting power of the capital stock of the Company, including for this purpose capital stock previously acquired by such person or group; ~~provided, however,~~ that a Change in Equity Ownership shall not be deemed to occur hereunder if, at the time of any such acquisition, such person or group owns more than 50% of the aggregate fair market value or voting power of the Company’s capital stock.

A “Change in Effective Control” means that (i) a person or group acquires or has acquired during the immediately preceding 12-month period ending on the date of the most recent acquisition by such person or group, directly or indirectly in accordance with Code Section 318, ownership of the capital stock of the Company possessing 35% or more of the total voting power of the Company, or (ii) a majority of the members of the Board of Directors of the Company is replaced during any 12-month period, whether by appointment or election, without endorsement by a majority of the members of the Board prior to the date of such appointment or election.

~~A - 1~~


c.	A “Change in the Ownership of Assets” means that any person or group acquires, or has acquired in a series of transactions during the immediately preceding 12-month period ending on the date of the most recent acquisition, all or substantially all of the assets of the Company.

A “Change by Merger” means that the Company shall consummate a merger or consolidation or similar transaction with another corporation or entity, unless as a result of such transaction, more than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company and the voting securities of the surviving or resulting corporation or entity are owned in substantially the same proportion as the common stock of the Company was beneficially owned before such transaction.

~~2.5~~ ~~Code~~ ~~means the Internal Revenue Code of 1986, as amended.~~

~~2.6~~ ~~Committee~~ ~~means the persons appointed in accordance with the provisions of Section 5.1 hereof to administer this Plan.~~

~~2.7~~ ~~Common Stock~~ ~~means $5.00 par value Common Stock issued by the Company.~~

~~2.8~~ ~~Disability~~ means that a Participant, by reason of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months (a) has been receiving income replacement benefits for a period of not less than three months under a separate long-term disability plan or policy maintained by the Company or an Affiliate, or (b) is unable to engage in any substantial gainful employment as determined by the Committee.

~~2.9~~ ~~Employee~~ means a common law employee of the Company and/or its Affiliates, including officers and directors, determined in accordance with the Company’s standard personnel policies and practices, but excluding individuals who are classified by the Company as leased or otherwise employed by a third party, independent contractors or intermittent or temporary employees, even if any such classification is modified by audit, administrative proceeding, litigation or otherwise.

~~2.10~~ ~~Exchange Act~~ ~~means the Securities Exchange Act of 1934, as amended, including any rule, regulation or interpretation promulgated thereunder.~~

~~2.11.~~ ~~Exercise Price~~ ~~means the per share price at which an Option may be exercised.~~

~~2.12~~ ~~Fair Market Value~~ means the closing sales price of a share of Common Stock as reported on The NASDAQ Global Select Market Composite Transactions on the date as of which value is being determined hereunder or, if no sales occurred on such date, the immediately preceding date on which there were such sales. If Common Stock shall cease to be reported or otherwise actively traded on an established market, the Committee shall designate an alternative method of determining value consistent with generally accepted valuation principles and methods.

~~2.13~~ ~~Grant Date~~ ~~means the date on which an Option is granted hereunder.~~

~~2.14~~ ~~Incentive~~ means a right to purchase or receive shares of Common Stock in accordance with the terms of this Plan. An Incentive may be granted or awarded in the form of Options, Restricted Stock or a combination thereof.

~~2.15~~ ~~Incentive Agreement~~ ~~means a written agreement between the Company and a Participant evidencing the grant or award of an Incentive hereunder.~~

~~2.16~~ ~~Incentive Stock Option~~ or ~~ISO~~ ~~means an Option that meets the requirements of Code Section 422 and is granted in accordance with Section 6.2 hereof.~~

~~2.17~~ ~~Non-Qualified Option~~ ~~means an Option that is granted in accordance with the terms of Section 6.1 hereof and is not intended to be an ISO.~~

~~2.18~~ ~~Option~~ ~~means an Incentive Stock Option or a Non-Qualified Option.~~

~~2.19~~ ~~Participant~~ ~~means an Employee who is granted or awarded an Incentive under this Plan.~~

~~2.20~~ ~~Performance Cycle~~ ~~means the period designated by the Committee during which designated Performance Objectives shall be obtained.~~

~~2.21~~ ~~Performance Objectives~~ ~~means the criteria designated by the Committee to be achieved during a designated Performance Cycle, as more fully set forth in Section 8 hereof.~~

~~2.22~~ ~~Plan~~ ~~means this 2011 Long-Term Incentive Compensation Plan, as the same may be modified, amended or restated from time to time.~~

~~2.23~~ ~~Restricted Stock~~ ~~means an award of Common Stock subject to restrictions on transfer or forfeiture conditions made in accordance with Section 7 hereof.~~

~~A - 2~~

~~2.24~~ ~~Retirement~~ or ~~Retire~~ means, unless otherwise defined in an Incentive Agreement, a Participant’s Separation from Service on or after the attainment of age 55 and completion of ten years of service, other than on account of Cause.

~~2.25~~ ~~Separation Date~~ or ~~Separation From Service~~ ~~or words of similar import~~means the later of the date on which (a) a Participant’s employment with the Company and its Affiliates ceases, or (b) the Company and such Participant reasonably anticipate that he or she will perform no further services for the Company and its Affiliates, whether as a common law employee or independent contractor. Notwithstanding the foregoing, a Participant may be deemed to have Separated From Service if he or she continues to provide services to the Company or an Affiliate after a separation event or other change in status, whether as an employee or an independent contractor, provided such continuing services are not more than 20% of the average level of services performed by such Participant during the 36-month period immediately preceding such separation event or change.

3.~~ADOPTION; RESERVATION OF SHARES; OTHER LIMITATIONS:~~

~~3.1~~ ~~Adoption and Effective Date.~~ ~~This Plan shall be effective upon its approval by a majority of the Company’s shareholders in accordance with applicable law (the “Effective Date”).~~

~~3.2~~ ~~Duration.~~ This Plan shall commence on its Effective Date and shall remain in effect until all Incentives have been satisfied by the issuance of shares of Common Stock or have expired or have otherwise terminated or forfeited and all restrictions or Performance Objectives imposed on shares of Common Stock have been satisfied or lapsed. In no event shall Incentives be granted or awarded hereunder more than ten years after the Effective Date.

~~3.3~~ ~~Number and Type of Shares.~~ Subject to adjustment as provided herein, the number of shares of Common Stock that shall be available for issuance under the Plan shall not exceed an aggregate of 737,600 shares, consisting of 600,000 shares newly-reserved hereunder and a maximum of 137,600 shares previously reserved for issuance under the Prior Plan, but not issued or reserved for issuance as of its Expiration Date. Common Stock issued in connection with the grant or award of an Incentive may be authorized and unissued shares, issued shares held as treasury shares or shares acquired on the open market or through private purchase.

~~3.4~~ ~~Calculation of Available Shares.~~ ~~The number of shares available for grant, award, transfer or issuance under the Plan shall be reduced by the number of shares actually granted, awarded, transferred or issued hereunder;~~ ~~provided that~~ ~~the number of available shares shall be increased:~~


a.	~~By the number of shares of Common Stock covered by Incentives that expire, are forfeited, lapse or are otherwise canceled; and~~


b.	~~By the number of shares of Common Stock tendered to or withheld by the Company in satisfaction of the Exercise Price of an Option or to satisfy a tax withholding obligation.~~

~~3.5~~ ~~Adjustment.~~ Upon the consummation of a merger, consolidation or reorganization of the Company with another entity there shall be substituted for each of the shares of Common Stock then subject to the Plan the number and kind of shares of stock or other securities to which the holders of Common Stock are entitled in such transaction. In the event of any recapitalization, stock dividend, stock split or reverse stock split, combination of shares or other change in the number of shares of Common Stock then outstanding for which the Company does not receive consideration, the number of shares of Common Stock then subject to the Plan shall be adjusted in proportion to the change in outstanding shares of Common Stock resulting from such reorganization, dividend or split. In the event of any such substitution or adjustment, the Exercise Price of any Option, the Performance Objectives applicable to any Incentive, and the number of shares of Common Stock issuable pursuant to any Incentive shall be adjusted to the extent necessary to prevent the dilution or enlargement thereof.

~~3.6~~ ~~Additional Limitations.~~ ~~Notwithstanding any provision of the Plan to the contrary:~~


a.	The aggregate number of shares of Common Stock that may be covered by Options granted in the form of ISOs shall be 400,000; to the extent required under Code Section 422, such amount shall not be increased as a result of any change in available shares on account of Section 3.4 hereof;


b.	The maximum number of shares of Common Stock covered by Options granted to an individual during any calendar year shall not exceed an aggregate of 150,000 shares, which amount shall not be increased as a result of any change in available shares on account of Section 3.4 hereof; and


c.	The maximum number of shares of Common Stock that may be awarded to an individual during any calendar year in the form of Restricted Stock shall not exceed an aggregate of 75,000 shares, which amount shall not be increased as a result of any change in the available shares on account of Section 3.4 hereof.

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4.~~PARTICIPATION:~~

Employees of the Company and its Affiliates shall be eligible to receive Incentives under this Plan, when designated by the Committee. Employees may be designated for participation hereunder individually or by groups or categories, in the discretion of the Committee.

5.~~ADMINISTRATION:~~

~~5.1~~ ~~Composition of the Committee.~~ The Plan shall be administered by a committee appointed by the Board of Directors consisting of not less than two persons who shall serve until their resignation or removal and who shall ordinarily be the Compensation Committee of the Board; ~~provided, however~~, that the Board may act in lieu of the Committee as to any matter hereunder and any grant or award of an incentive by the Committee may be made subject to ratification or approval by the Board. When so acting, the Board shall function as the Committee and possess all power and authority granted to the Committee hereunder.

~~5.2~~ ~~Power and Authority of the Committee.~~ In addition to the power and authority set forth elsewhere in this Plan, the Committee shall have the discretionary power and authority to: (a) designate Employees as Participants hereunder; (b) grant or award Incentives, including the determination of the specific terms and conditions thereof; (c) approve one or more forms of Incentive Agreements and any material amendments or modifications thereto; (d) construe and interpret the provisions of the Plan, any Incentive Agreement or other form or agreement related thereto; (e) establish, adopt and construe rules, regulations, and procedures relating to the Plan; (f) accelerate any service-related vesting period or, subject to the provisions of Section 6 hereof, extend the exercise period applicable to any Incentive granted or awarded hereunder; (g) delegate to the appropriate officers and employees of the Company the power and authority to take such administrative or ministerial actions as may be necessary or appropriate hereunder; and (h) make any other determination which it believes necessary or advisable for the proper administration of the Plan.

Decisions, interpretations and actions of the Committee concerning matters related to the Plan shall be final and conclusive on the Company, its Affiliates and Participants and their beneficiaries or heirs. The Committee may make grants or awards or other determinations hereunder selectively on a non-uniform basis among Participants, whether or not such Participants are similarly situated.

~~5.3~~ ~~Limitations on Grants and Awards.~~ ~~Notwithstanding any provision of this Plan to the contrary and unless otherwise permitted under applicable law or rules and regulations:~~


a.	To the extent that a grant or award hereunder is intended to be an exempt transaction under Rule 16b-3 promulgated under the Exchange Act, each acting member of the Committee shall be a “non-employee director” within the meaning of such rule;


b.	To the extent that a grant or award hereunder is intended to constitute “performance-based compensation” within the meaning of Code Section 162(m), the Performance Objectives and Performance Cycle applicable to such Incentive shall be determined by the members of the Committee who are “outside directors” within the meaning of such section; and


c.	To the extent that a grant or award hereunder is made to a named executive officer of the Company, such grant or award shall be made solely by the members of the Committee who are deemed “independent directors” within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market Rules.

6.~~OPTIONS:~~

~~6.1~~ ~~Grant of Options.~~ ~~The Committee may grant Options to such Participants as it may designate, from time to time, subject to the following:~~


a.	~~The per share Exercise Price of any Option granted hereunder shall be not less than the Fair Market Value of a share of Common Stock on the Grant Date;~~


b.	~~The number of shares of Common Stock covered by an Option shall be designated by the Committee on the Grant Date;~~


c.	~~The term of each Option shall be determined by the Committee, but shall not be longer than ten years, measured from the Grant Date; and~~


d.	~~The exercise of an Option granted hereunder shall be subject to such vesting, Performance Objectives or other conditions as the Committee deems appropriate.~~

~~6.2~~ ~~Incentive Stock Options.~~ Subject to the provisions of Section 3.6 hereof, the Committee may designate an Option granted hereunder as an Incentive Stock Option, which grant, in addition to the provisions of Section 6.1 hereof, shall be subject to the following:

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a.	No ISO shall be granted to an individual Participant hereunder if the aggregate Fair Market Value of Common Stock with respect to which such ISO is first exercisable during any calendar year, whether under this Plan or any other plan of the Company and its Affiliates, exceeds $100,000;

No ISO shall be granted to any Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company, as determined in accordance with Code Section 424, unless the exercise price of such option is not less than 110% of Fair Market Value, determined on the Grant Date and the expiration date of such Option is five years measured from the Grant Date; and


c.	~~An ISO granted hereunder shall be subject to such additional terms and conditions as the Committee deems necessary or advisable, consistent with the provisions of Code Section 422.~~

An ISO granted hereunder shall automatically be deemed a Non-Qualified Option to the extent that the requirements imposed hereunder or under Code Section 422 are not satisfied, whether with respect to the grant or exercise of such Option or the disposition of Common Stock acquired upon the exercise thereof.

~~6.3~~ ~~Manner of Exercise; Issuance of Common Stock.~~ An Option shall be exercised, in whole or in part, by providing notice to the Company, specifying the number of shares of Common Stock to be purchased and accompanied by the full Exercise Price for such shares. The Exercise Price shall be payable in the form of cash, including cash equivalents, by delivery of shares of Common Stock previously acquired by the Participant, regardless of the Participant’s holding period with respect thereto, by the withholding of shares otherwise issuable upon exercise, by combination thereof or in such other manner as may be authorized, from time to time, by the Committee. Common Stock tendered in payment of the Exercise Price or withheld in consideration of such price shall be valued at Fair Market Value as of the date of exercise thereof.

Unless otherwise provided by the Committee in an Incentive Agreement, a Participant may exercise Options and contemporaneously sell the shares of Common Stock acquired thereby pursuant to a brokerage or similar arrangement, provided that the proceeds thereof are applied to the payment of the Exercise Price of the shares.

As soon as practicable after the receipt of written notification or exercise and payment of the option price in full, the Committee shall cause the Company to deliver to the Participant, registered in the Participant’s name, shares of Common Stock in the appropriate amount, whether certificated or issued in book entry form.

~~6.4~~ ~~Rights as Stockholder.~~ ~~Prior to the issuance of shares of Common Stock upon the exercise of an Option, a Participant shall have no rights as a stockholder with respect to the shares subject to such Option.~~

~~6.5~~ ~~Effect of Separation From Service.~~ Unless otherwise provided by the Committee in an Incentive Agreement, Options granted hereunder shall be exercisable only while a Participant is an Employee; thereafter, Options shall be exercisable, to the extent vested and exercisable as of the Participant’s Separation Date, until the earlier of the date on which any such Option would otherwise expire or:


a.	~~The one-year period following the date of the Participant’s death or Disability, but by the Participant’s estate or heirs;~~


b.	~~The three-year periodfollowing the Participant’s Retirement; or~~


c.	~~The 30-day period following a Participant’s Separation From Service for any other reason, except Cause.~~

If a Participant’s Separation From Employment is on account of Cause, then notwithstanding any provision of this Plan or any form or agreement to the contrary, Options granted hereunder, whether or not then vested, shall be deemed canceled and forfeited as of such Participant’s Separation Date, without the requirement of notice or the payment of compensation.

7.~~RESTRICTED STOCK:~~

~~7.1~~ ~~General Provisions.~~ ~~The Committee may award shares of Restricted Stock to such Participants as it may designate, from time to time, subject to the following terms and conditions:~~


a.	~~The number of shares of Restricted Stock issued to any such Participant hereunder shall be determined by the Committee at the time of award;~~


b.	~~The Committee shall determine the consideration to be paid for such stock, if any;~~


c.	Shares of Restricted Stock awarded hereunder shall be subject to such terms, conditions and restrictions as the Committee, in its discretion, may determine, including, without limitation, the performance of services (collectively, “~~VestingRestrictions”);~~


d.	~~The Committee shall designate the period during which Vesting Restrictions shall be and remain in force and effect, but in no event shall such period be less than 12 months (the “Forfeiture Period”); and~~

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e.	Unless otherwise provided by the Committee in an Incentive Agreement, during the Forfeiture Period, shares of Restricted Stock awarded hereunder shall not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, whether voluntarily or involuntarily.

~~An award of Restricted Stock hereunder may be evidenced in book entry form or certificated, in the discretion of the Committee;~~ ~~provided that~~ pending the lapse of the Forfeiture Period, any such shares shall bear such legends as the Committee, in its sole discretion, shall deem necessary or appropriate. The Committee, in its discretion, may additionally require that shares of Restricted Stock registered in the name of the Participant be deposited, together with a stock power endorsed in blank, with the Company pending the lapse of such period.

~~7.2~~ ~~Lapse of Restrictions.~~ The Committee shall notify an affected Participant at the end of each Forfeiture Period as to the number of shares of Common Stock with respect to which Vesting Restrictions have lapsed. Unless otherwise provided by the Committee in an Incentive Agreement, a certificate representing the number of shares of Common Stock with respect to which such lapse has occurred shall then be delivered to each affected Participant free of restriction, or the Committee may cause such shares to be delivered in book entry form.

~~7.3~~ ~~Shareholder Rights.~~ Subject to any restrictions or limitations imposed by the Committee in an Incentive Agreement or as otherwise provided by the Committee in any such agreement, each Participant receiving an award of Restricted Stock hereunder shall have the full voting rights of a stockholder with respect to such shares during any Forfeiture Period and dividends paid in cash or property with respect to the underlying shares of Common Stock subject to such award shall be paid to the Participant currently.

~~7.4~~ ~~Effect of Separation From Service.~~ ~~Unless otherwise provided by the Committee in an Incentive Agreement, if a Participant Separates From Service before the end of any Forfeiture Period:~~

If such separation is on account of Retirement, death, Disability or involuntary termination, other than on account of Cause, Vesting Restrictions imposed hereunder shall be deemed lapsed as to the number of shares of Restricted Stock determined by multiplying the number of shares subject to award by a fraction, the numerator of which is the number of days in such period prior to the Participant’s Separation Date, and the denominator of which is the total number of days in such period.


b.	~~If such separation is for any reason not otherwise specified in subparagraph (a) hereto, shares of Restricted Stock shall be deemed canceled and forfeited as of such Participant’s Separation Date.~~

8.~~PERFORMANCE OBJECTIVES:~~

~~8.1~~ ~~Performance Objectives.~~ ~~Performance Objectives established by the Committee may relate to one or more of the following:~~


a.	~~The Company’s earnings per share, whether or not calculated on a fully diluted basis;~~


b.	~~The Company’s earnings before interest, taxes or other adjustments, including adjustments for extraordinary or non-recurring items;~~


c.	~~The Company’s return on equity, return on investment, return on invested capital or return on assets;~~


d.	~~Appreciation in the price of Common Stock, whether with or without consideration of reinvested dividends;~~


e.	~~As to the Company or the Bank, net profit margin or increase in income, whether net income, net interest income or otherwise;~~


f.	~~As to the Company, an Affiliate, or any region, unit, division or profit center of the Company or an Affiliate, growth in income or revenue, whether net or gross, or growth in market share;~~


g.	As to the Bank or any region, unit, division or profit center thereof, credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowances as a percentage of nonperforming assets, or growth in loans or deposits or change in capital ratios; and


h.	Mergers, acquisitions, sales of assets of Affiliates or business units or the development of business units or lines of business or the implementation of other items included in the Company’s or the Bank’s strategic plan.

Such objectives may relate to the absolute performance of the Company or its Affiliates or the performance of the Company or any Affiliate may be compared to a designated peer group or index. Such objectives may further be expressed with respect to a single Participant or to a group of Participants or Employees.

~~8.2~~ ~~Determination of Performance Objectives and Performance Cycle.~~ ~~The Committee, in its discretion, may impose Performance Objectives as a condition of the grant or award of any Incentive hereunder, such objectives to be achieved~~

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during the Performance Cycle determined by the Committee. The Committee shall establish such Performance Objectives and designate such Performance Cycle as of the Grant Date or other time of award and shall include a description of such objectives in each affected Incentive Agreement.

~~8.3~~ ~~Adjustment of Objectives.~~ ~~Performance Objectives may be changed, adjusted or waived during the Performance Cycle, in the discretion of the Committee;~~ ~~provided that~~ if such objectives are intended to constitute performance-based compensation within the meaning of Code Section 162(m), the Committee shall have no discretion (a) to increase the number of shares due upon the attainment of Performance Objectives, or (b) to waive all or any portion of any applicable Performance Objectives imposed as a condition of the receipt of any Incentive hereunder.

~~8.4~~ ~~Separation From Service.~~ Unless otherwise provided by the Committee in an Incentive Agreement and not withstanding any provision of this Plan to the contrary, if a Participant Separates From Service before the end of any Performance Cycle:

If such separation is on account of Retirement, death, Disability or involuntary termination, other than on account of Cause, Performance Objectives shall be deemed satisfied as to the number of Incentives determined by multiplying the number of shares covered by such Incentive with respect to which such objectives are satisfied at the end of the Performance Cycle by a fraction (i) the numerator of which is the number of days in such cycle prior to the Participant’s Separation Date, and (ii) the denominator of which is the total number of days in such cycle.


b.	If such separation is for any reason not otherwise specified in subparagraph (a) hereto, Incentive then subject to Performance Objectives shall be deemed canceled and forfeited as of such Participant’s Separation Date.

If an Incentive is subject to the attainment of Performance Objectives and Vesting Restrictions, the provisions of this Section 8.4 shall be applied in the event of a Participant’s Separation From Service.

9.~~GENERAL PROVISIONS:~~

~~9.1~~ ~~Amendment.~~ The Board of Directors may amend, modify or suspend this Plan at any time. Any such action may be taken without the approval of the Company’s shareholders, but only to the extent that shareholder approval is not (a) required under applicable law or by any listing agency, or (b) under Code Section 162(m) or Code Section 422. No such amendment, modification or suspension of the Plan shall materially impair the terms and conditions of any Incentive granted or awarded hereunder without the consent of each affected Participant.

~~The Committee or the Board, as the case may be, shall possess the authority to amend the terms of any Incentive Agreement hereunder;~~ ~~provided that~~ ~~no such amendment shall materially impair any Incentive without the consent of each affected Participant.~~

~~Notwithstanding any provision of this Plan to the contrary, neither the Company, the Committee nor the Board of Directors shall, without the approval of the Company’s shareholders:~~

~~a. Amend any outstanding Option to reduce the Exercise Price thereof; or~~


b.	~~Cancel and exchange an outstanding Option for cash, other Incentives or for other Options with a lesser Exercise Price;~~

~~provided that~~ ~~the foregoing limitations shall not apply in connection with any corporate transaction involving the Company, including, without limitation, any transaction contemplated under Section 3.5 hereof.~~

~~9.2~~ ~~Transferability of Incentives.~~ No Incentive granted hereunder shall be transferred, pledged, assigned, hypothecated, alienated or otherwise encumbered or sold by the holder thereof, whether by operation of law or otherwise, and whether voluntarily or involuntarily (except in the event of the holder’s death by will or the laws of descent and distribution) and neither the Committee nor the Company shall be required to recognize any attempted assignment of such rights by any Participant. During a Participant’s lifetime, an Incentive may be exercised only by such Participant or by his or her guardian or legal representative.

~~9.3~~ ~~Withholding.~~ As a condition of the vesting, delivery or other settlement of an Incentive hereunder, the Company shall withhold and remit such Federal, state or local taxes or contributions as may be required by law to be withheld and remitted. Unless otherwise provided in an Incentive Agreement, a Participant may direct the Company to withhold from the delivery of Common Stock hereunder shares with a Fair Market Value equal to the amount of such withholding, determined as the aggregate of the rate applicable to supplemental wage payments, the applicable employment tax contribution rate, and the maximum applicable state income tax withholding rate.

~~9.4~~ ~~Change in Control.Change in Control. Unless otherwise provided by the Committee in an Incentive Agreement, upon the consummation of a Change in Control:~~

~~A - 7~~


a.	~~Options then outstanding shall be deemed fully vested and be and remain exercisable until their expiration; and~~


b.	~~Any Vesting Restrictions then applicable to Restricted Stock shall be deemed lapsed and Performance Objectives shall be deemed satisfied at the target level.~~

~~9.5~~ ~~Fractional Shares.~~ No fractional shares shall be issued or delivered pursuant to the Plan or any Incentive hereunder. The Committee shall determine whether cash, securities or other property shall be paid or transferred in lieu of a fractional share or whether such fractional share or any rights thereto shall be canceled, terminated or otherwise eliminated.

~~9.6~~ ~~Certificates.~~ All certificates for shares of Common Stock issued hereunder shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or any stock exchange upon which such shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

~~9.7~~ ~~Legal Requirements.~~ The obligation of the Company or any of its Affiliates to deliver Common Stock to any Participant hereunder, or to deliver such stock free of restriction, shall be subject to all applicable laws, regulations, rules and approvals deemed necessary or appropriate by the Committee or the Company. Certificates for shares of Common Stock issued hereunder may be legended, as the Committee or the Company shall deem appropriate.

~~9.8~~ ~~Governing Law.~~ ~~The Plan and any Incentive granted under the Plan shall be governed by the internal laws of the State of Mississippi without regard to the conflicts of laws provisions thereof.~~

~~9.9~~ ~~Other Benefits.~~ Incentives granted to a Participant hereunder shall not impair or otherwise reduce such Participant’s compensation, life insurance or other benefits provided by the Company or its Affiliates; provided, however, that the value of Incentives shall not be treated as compensation for purposes of computing the value or amount of any such benefit.

~~9.10~~ ~~Headings.~~ Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

~~9.11~~ ~~Construction.~~

The Committee, in its discretion, shall determine whether any Incentive granted or awarded to a Participant who is a “covered Employee” within the meaning of Code Section 162(m) shall be “performance-based compensation” within the meaning of such section; if and to the extent any Incentive is intended to constitute performance-based compensation, the terms of this Plan and any related Incentive Agreement shall be interpreted and construed in accordance with Code Section 162(m).

To the extent any Incentive granted hereunder is deemed deferred compensation within the meaning of Code Section 409A, this Plan and any affected Incentive Agreement shall be interpreted and construed in accordance with such section; if the Committee reasonably determines that any Participant hereunder may be subject to the tax imposed under Code Section 409A, notwithstanding any provision of this plan to the contrary, the Committee, in its discretion, may amend or rescind the terms of any Incentive hereunder to the extent necessary or advisable to avoid the imposition of such tax.

To the extent the provisions of Section 9.4 hereof subject any Participant hereunder to the tax imposed under of Code Section 4999, then, unless otherwise provided in an employment, severance or similar agreement between such Participant and the Company or the Bank, the Committee may reduce the number of Options or shares of Restricted Stock subject to vesting or with respect to which Performance Objectives are deemed lapsed or satisfied to the extent necessary to avoid the imposition of such tax.

~~9.12~~ ~~Recovery.~~ If the Company is required to restate its financial statements or other financial results, then any Incentive, whether or not vested or otherwise then subject to Performance Objectives, Vesting Restrictions or other forfeiture conditions, the amount of which is or was based, in whole or in part, upon such statements or results, shall be subject to reduction, forfeiture or recovery in favor of the Company. The Committee shall take such action as it deems necessary or advisable to effect such reduction, forfeiture or recovery; ~~provided that~~ (a) the Committee may limit such action to the Company’s executive and accounting officers, and (b) the amount of any such reduction, forfeiture or recovery may be limited to the portion of the Incentive in excess of the amount that would have vested or otherwise become nonforfeitable if based upon such restated results.

~~9.13~~ ~~Unfunded Plan.~~ Incentives hereunder shall be payable in shares of Common Stock; no special or separate reserve shall be made for any such payment. To the extent any Participant or any other person acquires a right to the settlement of any Incentive hereunder, the status of such Participant shall be that of a general, unsecured creditor of the Company.

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~~9.14~~ ~~No Continued Employment.~~ No Participant or other person shall have any right to continue in the employ of the Company or an Affiliate for any period of time or any right to continue his or her present or any other rate of compensation on account of the grant or award of an Incentive or the issuance of Common Stock or other form of payment hereunder.

~~THIS PLAN~~ ~~was approved by the Board Directors of Renasant Corporation on March 1, 2011 to be effective as provided herein.~~

~~RENASANT CORPORATION~~

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~~RENASANT CORPORATION~~

~~2011 LONG-TERM INCENTIVE COMPENSATION PLAN~~

~~AMENDMENT NO. 1~~

~~(Issuance of Additional Shares/Addition of Performance Objectives)~~

~~Whereas,~~ Renasant Corporation, a corporation organized and existing under the laws of the State of Mississippi with its principal place of business in Tupelo, Mississippi (the “Company”), sponsors and maintains the Renasant Corporation 2011 Long-Term Incentive Compensation Plan, which plan provides for the grant or award of incentives related to shares of the Company’s common stock, $5.00 par value per share (“Common Stock;” the “Plan”);

~~Whereas,~~ the Board of Directors of the Company has authorized the amendment of the Plan for the purpose of increasing the number of shares of Common Stock reserved for issuance thereunder, modifying the performance objectives set forth therein, and taking certain other actions necessary or appropriate under Section 162(m) of the Internal Revenue Code of 1986, as amended;

~~Now, Therefore,~~ ~~the Plan shall be deemed amended as follows:~~

1. ~~Section 3.3 of the Plan shall be amended and restated, to read in its entirety as follows:~~

~~“3.3Number and Type of Shares. Subject to adjustment as provided herein, the number of shares of Common Stock that shall be available for grant, award or issuance under the Plan shall not exceed an aggregate of 1,737,600shares, consisting of 737,600 shares previously authorized upon the Plan’s initial adoption, and 1,000,000 additional shares authorized by the Board on January 19, 2016;~~ ~~provided that~~ the grant, award, issuance or other use of such additional shares shall be contingent upon the prior approval of the Company’s shareholders, as provided in Section 9.1 hereof. Common Stock available hereunder may be authorized but unissued shares, issued shares held by the Company as treasury shares or shares acquired on the open market or through private purchase.”

2. ~~Section 8.1 of the Plan shall be amended and restated, to read in its entirety, as follows:~~

~~“8.1Performance Objectives~~. Performance Objectives established by the Committee may relate to one or more of the following: (a) the Company’s earnings per share, whether or not calculated on a fully diluted basis; (b) the Company’s earnings before interest, taxes, or other adjustments; (c) the Company’s return on equity, return on investment, return on invested capital, or return on assets; (d) appreciation in the price of Common Stock, whether with or without consideration of reinvested dividends, including total shareholder return; (e) efficiency ratio or other measures comparing all or certain expenses of the Bank or the Company, as the case may be, to revenue; (f) as to the Company, return on tangible equity; (g) as to the Company or the Bank, net profit margin or increase in income, whether net income, net interest income, or otherwise; (h) as to the Company, an Affiliate, or any region, unit, division, or profit center of the Company or an Affiliate, growth in income or revenue, whether net or gross, or growth in market share; (i) as to the Bank or any region, unit, division, or profit center thereof, credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowance as a percentage of nonperforming assets, or growth in loans or deposits or change in capital ratios; and (j) mergers, acquisitions, sales of assets of Affiliates or business units or the development of business units or lines of business or the implementation of other items included in the Company’s or the Bank’s strategic plan. Such objectives may relate to the absolute performance of the Company or its Affiliates or the performance of the Company or any Affiliate may be compared to a designated peer group or index. Such objectives may further be expressed with respect to a single Participant or to a group of Participants or Employees. As applicable, Performance Objectives shall be determined in accordance with Generally Accepted Accounting Principles (GAAP) in effect as of the date on which Performance Objectives are imposed by the Committee; unusual or infrequently occurring items, as determined under GAAP, shall be disregarded.”

3. ~~Section 8.3 of the Plan shall be amended and restated, to read in its entirety as follows:~~

“~~8.3Satisfaction of Performance Objectives.~~ ~~Once imposed by the Committee, Performance Objectives may be changed, adjusted or waived during a Performance Cycle, in the discretion of the Committee;~~ ~~provided that~~ if such objectives are applicable to an Award that is intended to constitute performance-based compensation within the meaning of Code Section 162(m), the Committee shall have no discretion to (a) increase the aggregate number of shares subject to such Award or the number of shares due on account of the attainment of such objectives, or (b) waive all or any portion of such objectives not attained or take similar discretionary action. At the end of each Performance Cycle, the Committee shall certify whether and to what extent the Performance Objectives applicable to such cycle were attained and shall determine whether and to what extent Awards made with respect to such cycle shall be settled.”

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~~This Amendment No. 1~~ was adopted by the Board of Directors of Renasant Corporation on January 19, 2016, to be effective upon its approval by the shareholders of the Company, subject to the prior approval of the Company’s shareholders to the extent provided in paragraph 1 hereof.

~~RENASANT CORPORATION~~

~~A - 11~~

REVOCABLE PROXY

RENASANT CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

APRIL ~~26, 2016~~24, 2018

1:30 P.M.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The person(s) signing this proxy card hereby appoint ~~George~~Marshall H. ~~Booth, II, Frank B. Brooks, Albert~~Dickerson, R. Rick Hart, Richard L. Heyer, Jr., J. ~~Dale, III, John T. Foy~~Niles McNeel and ~~Hugh S. Potts, Jr.,~~Michael D. Shmerling and each of them, acting singly, as attorneys and proxies of the signer of the proxy card, with full power of substitution, to vote all shares of stock which the signer is entitled to vote at the Annual Meeting of Shareholders of Renasant Corporation to be held on Tuesday, April ~~26, 2016~~24, 2018 at 1:30 p.m., Central time, at the principal office of Renasant Bank, 209 Troy Street, Tupelo, Mississippi 38804-4827, and at any and all adjournments and postponements thereof. The proxies are authorized to vote all shares of stock in accordance with the following instructions and with discretionary authority as described herein at the meeting or any adjournment or postponement thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE (A) “FOR” THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL ~~NOS.~~ 1 ~~AND 2~~ ON THIS PROXY CARD AS CLASS 1 ~~AND CLASS 2~~ DIRECTORS, ~~RESPECTIVELY,~~ (B) “FOR” THE ~~APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2011 LONG-TERM INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES~~ADOPTION OF THE ~~COMPANY’S COMMON STOCK AVAILABLE FOR GRANT, AWARD, OR ISSUANCE UNDER~~NON-BINDING ADVISORY RESOLUTION APPROVING THE ~~PLAN~~COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SET FORTH IN PROPOSAL ~~NO. 3,~~2, AND (C) “FOR” THE APPROVAL OF THE PERFORMANCE MEASURES APPLICABLE TO INCENTIVE AWARDS IN THE LTIP SET FORTH IN POPOSAL NO. 4, (D) “FOR” THE APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY SET FORTH IN PROPOSAL NO. 5 AND (E) “FOR” THE RATIFICATION OF HORNE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR ~~2016~~2018 SET FORTH IN PROPOSAL ~~NO. 6.~~

THIS PROXY, IF PROPERLY COMPLETED, WILL BE VOTED AS DIRECTED HEREIN. IF THIS PROXY IS SIGNED BUT NO SPECIFIC VOTING DIRECTIONS ARE GIVEN, THESE SHARES WILL BE VOTED (A) TO ELECT THE NOMINEES LISTED IN PROPOSAL NOS. 1 AND 2 ON THIS PROXY CARD AS CLASS 1 AND CLASS 2 DIRECTORS, RESPECTIVELY, (B) TO AMEND THE 2011 LONG-TERM INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK AVAILABLE FOR GRANT, AWARD OR ISSUANCE UNDER THE PLAN AS SET FORTH IN PROPOSAL NO. 3, (C) TO APPROVE THE PERFORMANCE MEASURES APPLICABLE TO INCENTIVE AWARDS IN THE 2011 LONG-TERM INCENTIVE COMPENSATION PLAN SET FORTH IN PROPOSAL NO. 4 (D) TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY SET FORTH IN PROPOSAL NO. 5, AND (E) TO RATIFY THE APPOINTMENT OF HORNE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2016 SET FORTH IN PROPOSAL NO. 6.3. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

THIS PROXY, IF PROPERLY COMPLETED, WILL BE VOTED AS DIRECTED HEREIN. IF THIS PROXY IS SIGNED BUT NO SPECIFIC VOTING DIRECTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED (A) TO ELECT THE NOMINEES LISTED IN PROPOSAL 1 ON THIS PROXY CARD AS CLASS 1 DIRECTORS, (B) TO ADOPT, IN A NON-BINDING ADVISORY VOTE, THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE PROXY STATEMENT, SET FORTH IN PROPOSAL 2, AND (C) TO RATIFY THE APPOINTMENT OF HORNE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2018 SET FORTH IN PROPOSAL 3.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA

THE INTERNET OR BY TELEPHONE.

~~RENASANT CORPORATION~~

~~Important Notice Regarding the Availability of Proxy Materials for~~

~~the Shareholder Meeting to be held on April 26, 2016:~~

~~Renasant’s 2016 proxy statement and its Annual Report on Form 10-K for the year ended~~

~~December 31, 2015 are available at http://www.envisionreports.com/RNST.~~

You can consent to receive all future Renasant Corporation proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

~~PLEASE MARK VOTES~~

Using a blank ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

REVOCABLE PROXY

Annual Meeting of Shareholders

~~AS IN THIS EXAMPLE~~

RENASANT CORPORATION

April ~~26, 2015~~24, 2018

~~For~~

~~Withhold~~

~~To elect one Class 1 director for a two-year term expiring in 2018:~~

~~(1)~~

~~Fred F. Sharpe~~

Mark here to vote

FOR all nominees

Mark here to WITHHOLD vote all nominees

For All

EXCEPT

~~Withhold~~

~~For All~~

~~For~~

~~All~~

~~Except~~

2.1.

To elect ~~five~~four Class 21 directors for a three-year term expiring in ~~2019:~~2021:

~~(2)~~01

~~John M. Creekmore~~Donald Clark, Jr.

Albert J. Dale, III

~~(3)~~03

~~Jill V. Deer~~

John T. Foy

~~(4)~~04

~~Neal A. Holland, Jr.~~

~~(5)~~

~~E. Robinson McGraw~~

~~(6)~~

~~Hollis~~ C. ~~Cheek~~

Mitchell Waycaster

~~INSTRUCTIONS:~~ To withhold authority to vote for any ~~individual nominee in Proposal No. 2,~~nominee(s), mark “FOR ALL EXCEPT” and write the ~~nominee’s name~~name(s) of such nominee(s) on the line below.

For

Against

Abstain

To adopt, in a non-binding advisory vote, a resolution approving the compensation of our named executive officers, as described in the proxy statement;

~~For~~

~~Against~~

~~Abstain~~

To ~~approve an amendment to~~ratify the ~~Company’s 2011 Long-Term Incentive Compensation Plan to increase the number~~appointment of ~~shares of the Company’s common stock available~~HORNE, LLP as our independent registered public accountants for ~~grant, award or issuance under the plan.~~2018; and

¨c

~~To approve the performance measures applicable to incentive awards in the Company’s 2011 Long-Term Incentive Compensation Plan.~~

To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock, par value $5.00 per share, from 75,000,000 shares to 150,000,000 shares.

~~To ratify the appointment of HORNE, LLP as our independent registered public accountants for 2016.~~

To transact such other business as may properly come before the annual meeting or any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ~~PROPOSAL NOS.~~PROPOSALS 1, 2 ~~3, 4, 5~~ AND 6.3.

Mark here if you plan to attend the meeting.

¨c

Please be sure to date and sign this proxy card in the box below.

Sign above

Date

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.



	~~Page~~
~~Peer Group~~ Program	22
~~At-Risk Compensation~~Say-on-Pay	23
~~Mitigating~~Basic Objectives of Our Compensation ~~Risk~~Program	23
Features of Our Compensation Program	24
~~Other Considerations~~Compensation Committee Process and Risk Mitigation Practices	24 26
~~Shareholder Advisory Vote~~Compensation Decisions Made for 2017	25 29
COMPENSATION COMMITTEE ~~PROCESS~~	26
~~Management Involvement in Compensation Decisions~~	26
~~Compensation Consultant~~	26
~~COMPENSATION DECISIONS MADE IN 2015~~	27
~~Employment Agreements~~	27
~~Base Salary~~REPORT	2732
~~Annual Cash Bonus~~	28
~~Equity Incentives~~	29
~~Executive Benefits and Perquisites~~	30
~~COMPENSATION COMMITTEE REPORT~~	31
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	3132
COMPENSATION TABLES	33	32
~~2015~~2017 Summary Compensation Table	3233
Grants of Plan-Based Awards	3435
Outstanding Equity Awards as of December ~~31,2015~~31,2017	3536
Option Exercises and Vested Restricted Stock	36
Pension and SERP Benefits	3637
~~Non-qualified~~Non-Qualified Deferred Compensation	37
CEO Pay Ratio	38
Payments and Rights on Termination or Change in Control	38 39



1.	~~The election~~More Information	Board Recommendation
Proposal 1	Page 49	FOR each nominee
Election of ~~one~~ Class 1 ~~director, who is to serve a two-year term expiring in 2018 or until his successor is elected and qualified;~~


3.Proposal 2	~~The approval~~Pages 49-50	FOR
Approval of an ~~amendment to~~advisory resolution approving the ~~Company’s 2011 Long-Term Incentive Compensation Plan to increase the number~~compensation of ~~shares of the Company’s common stock available for grant, award or issuance under the plan;~~



	Year Ended December 31,
	2017		2016		2015		2014		2013
Net Income, with exclusions⁽¹⁾	$113,736		$96,819		$75,932		$60,063		$37,899
Diluted EPS, with exclusions⁽¹⁾	$2.42		$2.31		$2.11		$1.89		$1.38
Return on Average Tangible Assets, with exclusions⁽¹⁾	1.32	%	1.28	%	1.23	%	1.16	%	0.89	%
Return on Average Tangible Shareholders' Equity, with exclusions⁽¹⁾	14.48	%	16.23	%	16.10	%	16.37	%	12.17	%


1.	~~Elect one Class 1 director to serve a two-year term expiring in 2018;~~


2.	~~Elect five Class 2 directors, each to serve a three-year term expiring in 2019;~~


3.	~~Approve an amendment to Renasant Corporation’s 2011 Long-Term Incentive Compensation Plan to increase the number of shares of common stock available for grant, award or issuance under the plan;~~


4.	~~Approve the performance measures related to the grant and award of performance-based compensation under the 2011 Long-Term Incentive Compensation Plan;~~


5.	Approve an amendment to Renasant Corporation’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $5.00 per share, from 75,000,000 shares to 150,000,000 shares;


6.	~~Ratify the appointment of HORNE LLP as our independent registered public accountants for 2016; and~~


7.	~~Transact such other business as may properly come before the annual meeting or any adjournments thereof.~~


TIME AND PLACE	1:30 p.m., Central time, on Tuesday, April 24, 2018


ITEMS OF BUSINESS	1. To elect ~~one~~four Class 1 ~~director~~directors who will each serve a ~~two-year~~three-year term expiring in ~~2018.~~2021;


7.4.	To transact such other business as may properly come before the annual meeting or any adjournments thereof.



TABLE OF CONTENTS


~~(2)~~	~~Consists of 8,806 shares held by Mr. Beasley’s spouse.~~


RECORD DATE	You can vote if you were a shareholder of record as of the close of business on February ~~16, 2016.~~23, 2018.



	Page
~~VOTING YOUR SHARES~~ PROXY SUMMARY	1
~~Who is soliciting proxies from the shareholders?~~ Voting	1
~~What will be voted on at the annual meeting?~~ Succession Plan	1
~~How will we solicit proxies,~~2017 Financial Performance and ~~who bears the cost of proxy solicitation?~~ Relationship to Compensation	2
~~Who can vote at the annual meeting?~~	2
~~How many votes must be present to hold the annual meeting?~~	2
~~How many votes does a shareholder have per share?~~	2
~~What is the required vote on each proposal?~~	2
~~How will the proxy be voted, and how are votes counted?~~	2
~~How are shares in the Renasant 401(k) plan voted?~~	3
~~How are shares in the 401(k) and employee stock ownership plans sponsored by HeritageBank of the South voted?~~	3
~~Can a proxy be revoked?~~	3
~~STOCK OWNERSHIP~~ CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	4
~~Common Stock Ownership of More than 5%~~Governing Documents and Practices	4
~~Beneficial Ownership of Common Stock by Directors and Executive Officers~~Board Governance	4
~~Section 16(a) Beneficial Ownership Reporting Compliance~~ Board of Directors	65
~~BOARD OF DIRECTORS~~ Board Leadership	7 5
~~Current Directors~~Board Committees	7
~~Retirement Policy~~	11
~~Independent Directors~~	11
~~Leadership Structure of the Board of Directors~~	126
Role of the Board in Risk Oversight	128
Director ~~Compensation~~Selection	139
~~Meetings Held During 2015~~Director Independence	15
~~Board Committees~~	15
~~Audit Committee~~	15
~~Compensation Committee~~	15
~~Nominating and Corporate Governance Committee~~	16
~~Shareholder Nominees to the Board of Directors~~	16
~~Responding to Shareholder Questions~~	179
Indebtedness of Directors and Executive Officers	1710
Other Related Person Transactions	17
~~Policies and Procedures to Review, Approve and Ratify Related Person Transactions~~	1810
Legal Proceedings Involving a Director or Executive Officer and the Company or the Bank	1810
~~EXECUTIVE OFFICERS~~ Shareholder Communications	10
BOARD MEMBERS AND COMPENSATION	1913
~~COMPENSATION DISCUSSION AND ANALYSIS~~ Members of the Board of Directors	13
Director Compensation	17
EXECUTIVE OFFICERS	2120
COMPENSATION ~~OVERVIEW~~DISCUSSION AND ANALYSIS	2122
~~Elements of~~Modifications to Our Executive Compensation	21



	Page
REPORT OF THE AUDIT COMMITTEE	45
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	46
~~Accountant Fees in 2015~~VOTING YOUR SHARES	47
Record Date; Shares Outstanding	47
Voting	47
Quorum	47
How Votes are Counted	47
Required Vote for Each Proposal	48
Shares Held by Renasant 401(k) Plan	48
Solicitation and ~~2014~~Revocation of Proxies	4648
PROPOSALS	4749
~~Voting Procedures~~	47
Proposal 1 - Election of ~~One~~Four Class 1 ~~Director~~Directors	4749
Proposal 2 - ~~Election of Five Class 2 Directors~~Advisory Vote on Executive Compensation	4849
Proposal 3 ~~- Amendment of 2011 Long-Term Incentive Compensation Plan to Increase Available Shares~~	48
~~Proposal 4 - Approval of Performance Measures Under the 2011 Long-Term Incentive Compensation Plan~~	52
~~Proposal 5 - Amendment of the Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock~~	53
~~Proposal 6~~ - Ratification of the Appointment of HORNE LLP as Independent Registered Public Accountants for ~~2016~~2018	55
~~SHAREHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING~~	5550
OTHER MATTERS	5650
STOCK OWNERSHIP	51
Common Stock Ownership of More than 5%	51
Beneficial Ownership of Common Stock by Directors and Executive Officers	51
Section 16(a) Beneficial Ownership Reporting Compliance	53
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K	56
~~EXHIBIT A - RENASANT CORPORATION 2011 LONG-TERM INCENTIVE COMPENSATION PLAN~~	~~A-1~~ 54

Directors (four nominees)
2.	~~The election of five Class 2 directors, who are each to serve a three-year term expiring in 2019 or until his or her successor is elected and qualified;~~

our named executive officers
4.	~~The approval of the performance measures related to the grant and award of performance-based compensation under the Company’s 2011 Long-Term Incentive Compensation Plan;~~


5.Proposal 3	The approval of an amendment to the Company’s Articles of Incorporation, as amended (which we refer to as our “Articles of Incorporation”), to increase the number of authorized shares of common stock, par value $5.00 per share, from 75,000,000 shares to 150,000,000 shares; and

Page 50	FOR
6.	~~The ratification~~Ratification of the appointment of HORNE LLP as our independent registered public accountants for ~~2016.~~2018


1.	~~“FOR”~~ ~~the election of nominee Fred F. Sharpe as a Class 1 director;~~⁽¹⁾	Exclusions include items considered to be nonrecurring; for 2017, nonrecurring items were merger and conversion expenses and debt prepayment penalties, each on an after-tax basis, and the revaluation of net deferred tax assets. These performance measures are non-GAAP financial measures used by management to evaluate ongoing operating results and to assess ongoing profitability. For a reconciliation of these measures to their most comparable GAAP measures, please see, as to net income and diluted EPS, the “Results of Operations-Net Interest Income” section and, as to return on average tangible assets and return on average tangible shareholders’ equity, the “Non-GAAP Financial Measures” section, each in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2017.


2.a	~~“FOR”~~ ~~the election of nominees John M. Creekmore, Jill V. Deer, Neal A. Holland, Jr., E. Robinson McGraw and Hollis C. Cheek as Class 2 directors;~~ In November 2017, we increased our annual dividend to $0.76 per share.


5.	~~“FOR”~~ the approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock, par value $5.00 per share, of the Company from 75,000,000 shares to 150,000,000 shares; and


6.	~~“FOR”~~ ~~the ratification of the appointment of HORNE LLP as our independent registered public accountants for 2016.~~



	Amount and Nature of Beneficial Ownership
	Direct		Options Exercisable Within 60 Days	Other		Total	Percent of Class
Directors and Nominees:⁽¹⁾
William M. Beasley	30,541		—	8,806	⁽²⁾	39,347	*
George H. Booth, II	25,354		—	—		25,354	*
Frank B. Brooks	36,856		—	—		36,856	*
Hollis C. Cheek	12,376		—	9,906	⁽³⁾	22,282	*
John M. Creekmore	14,373		—	—		14,373	*
Albert J. Dale, III	64,224		—	—		64,224	*
Jill V. Deer	7,266		—	—		7,266	*
Marshall H. Dickerson	7,351	⁽⁴⁾	—	—		7,351	*
John T. Foy	33,174		—	—		33,174	*
Richard L. Heyer, Jr.	21,911		—	3,567	⁽⁵⁾	25,478	*
Neal A. Holland, Jr.	59,764	⁽⁶⁾	—	162,847	⁽⁶⁾	222,611	*
J. Niles McNeel	51,055		—	2,912	⁽⁷⁾	53,967	*
Hugh S. Potts, Jr.	167,654		—	29,889	⁽⁸⁾	197,543	*
Fred F. Sharpe	4,569		—	27,147	⁽⁹⁾	31,716	*
Michael D. Shmerling	153,300	⁽¹⁰⁾	—	1,519	⁽¹⁰⁾	154,819	*
Named Executive Officers:
E. Robinson McGraw	178,722	⁽¹¹⁾	142,500	—		321,222	*
Kevin D. Chapman	26,419	⁽¹²⁾	31,750	—		58,169	*
C. Mitchell Waycaster	59,480	⁽¹³⁾	12,500	—		71,980	*
R. Rick Hart	78,574	⁽¹⁴⁾	61,424	—		139,998	*
Michael D. Ross	42,370	⁽¹⁵⁾	15,000	—		57,370	*
O. Leonard Dorminey	93,811	⁽¹⁶⁾	—	—		93,811	*
All directors, nominees and executive officers as a group (27 persons total)	1,374,049		470,174	247,599		2,091,822	5.18%


~~(1)~~	~~For each non-employee director, direct ownership includes 652 shares representing an award of time-based restricted stock under the 2011 Long Term Incentive Compensation Plan, our LTIP, for 2016.~~


~~(3)~~	~~Consists of 9,906 shares held by J.C. Cheek Contractors, of which Mr. Cheek is the President.~~


~~(4)~~	~~Of the 7,351 shares owned by Mr. Dickerson, 4,885 shares are pledged as collateral for a loan.~~


~~(5)~~	~~Consists of 3,567 shares held by Dr. Heyer’s spouse.~~


~~(7)~~a	~~Consists~~We continued to enjoy excellent asset quality in 2017. Total non-purchased non-performing assets declined $13.3 million from December 31, 2016 to December 31, 2017. Net loan charge-offs were 0.06% of ~~2,912 shares held by Mr. McNeel’s spouse.~~average loans for 2017, as compared to 0.12% of average loans for 2016.


~~(8)~~a	~~Consists of 29,889 shares held by Mr. Potts’s spouse.~~Our cumulative total shareholder return, or TSR, for the three-year period ending December 31, 2017, was 48.7%.



DIRECTOR COMPENSATION FOR 2015
Name	Fees Earned or Paid in Cash		Stock Award		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
A	B		C		D		E		F
William M. Beasley	$	29,750	$	20,000	$	3,269	$	6,391	$	59,410
George H. Booth, II	29,000		20,000		4,313		4,803		58,116
Frank B. Brooks	45,500		20,000		4,122		7,013		76,635
Hollis C. Cheek	37,000		20,000		—		491		57,491
John M. Creekmore	51,000		20,000		4,375		11,561		86,936
Albert J. Dale, III	53,125		20,000		9,246		5,807		88,178
Jill V. Deer	37,250		20,000		—		491		57,741
Marshall H. Dickerson	52,500		20,000		—		7,013		79,513
John T. Foy	49,000		20,000		—		7,013		76,013
Richard L. Heyer, Jr.	34,000		20,000		3,097		491		57,588
Neal A. Holland, Jr.	58,125		20,000		—		491		78,616
J. Niles McNeel	31,500		20,000		—		7,013		58,513
Hugh S. Potts, Jr.	27,500		20,000		—		7,013		54,513
Fred Sharpe	14,000		—		—		13		14,013
Michael D. Shmerling	41,875		20,000		—		4,380		66,255



	Actual		Minimum Standard
Mr. McGraw	710.00	%	200.00	%
Mr. Waycaster	475.00	%	150.00	%
Mr. Chapman	178.00	%	150.00	%
Mr. Hart	497.00	%	150.00	%
Mr. Ross	320.00	%	150.00	%