RENASANT BANK DIRECTORS' DEFERRED FEE PLAN

RENASANT BANK

DIRECTORS’ DEFERRED FEE PLAN

RENASANT BANK

DIRECTORS’ DEFERRED FEE PLAN

TABLE OF CONTENTS

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RENASANT BANK

DIRECTORS’ DEFERRED FEE PLAN

Renasant Bank, a financial institution with its principal place of business in Tupelo, Mississippi (the “Bank”), and its parent, Renasant Corporation (the “Company”), hereby consolidate, amend and restate, in their entirety, the Directors’ Deferred Compensation Plan – A maintained by Renasant Bank and the Directors’ Executive Deferred Compensation Plan – B maintained by Renasant Bank (collectively, the “Prior Plans”). This consolidation, amendment and restatement are made pursuant to Article 9.1 of the Prior Plans. This amended and restated Plan is an unfunded arrangement and is intended to comply with Internal Revenue Code Section 409A.

This Plan amendment and restatement is effective January 1, 2007, or such earlier date or dates as may be provided herein, and shall represent the restatement and continuation of the Prior Plans. This Plan amendment and restatement is intended to comply with Code Section 409A and the regulations and other guidance promulgated thereunder.

Article 1 - Definitions

1.1 Account.

The bookkeeping account established for each Participant as provided in Section 5.1 hereof.

1.2 Administrator.

The appropriate officers of the Bank, who shall act as the Administrator hereunder.

1.3 Affiliate.

Any corporation or other entity, 50% of the equity securities of which are owned, directly or indirectly, by the Company.

1.4 Board or Board of Directors.

The Board of Directors of the Company, who may act through the Compensation Committee thereof.

1.5 Change in Control.

The term “Change in Control” shall mean and be deemed to occur upon a Change in Ownership, a Change in Effective Control or a Change in the Ownership of Assets. For this purpose:

(a) A “Change in 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 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.

(b) A “Change in Effective Control” means that (i) a person or group acquires (or has acquired during the immediately preceding twelve (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 twelve (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.

(c) A “Change in the Ownership of Assets” means that any person or group acquires (or has acquired during the immediately preceding twelve (12)-month period ending on the date of the most recent acquisition) assets of the Company with an aggregate gross fair market value of not less than 40% of the aggregate gross fair market value of the assets of the Company immediately prior to such acquisition. For this purpose, gross fair market value shall mean the fair value of the affected assets determined without regard to any liabilities associated with such assets.

The Board of Directors shall certify that a Change in Control has occurred hereunder in a manner consistent with the provisions of Code Section 409A.

1.6 Code.

The Internal Revenue Code of 1986, as amended, including any rule, regulation or other applicable guidance promulgated thereunder.

1.7 Company.

Renasant Corporation or any successor thereto.

1.8 Deferrals.

The portion of Fees that a Participant elects to defer in accordance with Article 3 hereof.

1.9 Deferral Election.

The separate agreement, submitted to the Board, by which a Director agrees to participate in the Plan and make Deferrals thereto.

1.10 Director.

A member of the Board of Directors of the Company, the Bank or an Affiliate designated in accordance with Section 2.1 hereof, provided that such member is not also a common law employee of the Company, the Bank or any Affiliate.

1.11 Disability.

A Participant shall be considered disabled if:

(a) The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(b) The Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a separate accident and health plan, provided such coverage is consistent with the definitional requirements of Code Section 409A.

1.12 Effective Date.

January 1, 2007, except as may be earlier provided herein.

1.13 ERISA.

The Employee Retirement Income Security Act of 1974, as amended.

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1.14 Fees.

A Director’s retainer, meeting or other fees or remuneration designated in accordance with Section 3.4 hereof.

1.15 Investment Fund.

Each investment(s) which serves as a means to measure value, increases or decreases with respect to a Participant’s Accounts.

1.16 Participant.

A Director for whom an Account is maintained hereunder.

1.17 Payment Date.

May 15th or November 15th or the first business day thereafter.

1.18 Plan Year.

January 1st through December 31st.

1.19 Retirement.

Retirement means that a Participant has ceased to serve as a Director of the Company or the Bank or an Affiliate, as the case may be, on or after age 72, and has otherwise Separated from Service within the meaning of Code Section 409A.

1.20 Separation from Service or Separated from Service.

Cessation of service as a Director within the meaning of Code Section 409A.

Article 2 - Participation

2.1 Designation of Participants.

Without the necessity of further action, Directors of the Company and the Bank shall participate hereunder. In addition, the Board may designate one or more Affiliates, the Directors of which may participate hereunder.

2.2 Conditions of Participation.

As a condition of participation hereunder, each Director may be required to consent to the issuance of one or more policies of insurance on his or her life, in such form, in such face amount, and at such times as the Board may request, and shall consent to such physical examinations or other requirements to be insured as may be imposed by any insurer designed by the Board. If a Director does not timely provide such consent, he or she shall not participate hereunder or his or her participation shall cease. Any Account maintained for such Director shall be held subject to the provisions of Section 2.4 hereof.

2.3 Commencement of Participation.

Each Director shall become a Participant hereunder as of the date on which his or her Deferral Election first becomes effective, or as of January 1, 2005, to the extent he or she was a participant in the Prior Plans.

2.4 Loss of Status.

A Participant who is no longer a Director shall not be permitted to submit a Deferral Election and all Deferrals for such Participant shall cease. Amounts credited to the Account of such a Participant shall continue to be held, pursuant to the terms of the Plan and shall be distributed as provided in Article 6 hereof.

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Article 3 - Contributions

3.1 Deferral Elections - General.

A Participant’s Deferral Election for a Plan Year is irrevocable for such year. Amounts deferred under the Plan shall not be made available to a Participant, except as expressly provided herein, and shall reduce such Participant’s Fees in accordance with the provisions of his or her applicable Deferral Election. Any Deferral Election hereunder shall comply with the requirements of this Article 3 and shall designate: (a) the amount of Fees to be deferred, (b) the time of the distribution, and (c) the form of the distribution.

3.2 Time of Election.

A Deferral Election shall be void if it is not made in a timely manner as follows:

(a) A Deferral Election must be submitted to the Company or its designee before the beginning of the calendar year during which the amount to be deferred will be earned, or at such time or times as may be specified by the Administrator. As of December 31st of each calendar year, any such Deferral Election shall be irrevocable for the immediately succeeding calendar year.

(b) Notwithstanding the foregoing and in the discretion of the Company, in a year in which a Director is first eligible to participate hereunder, and provided that such Director is not eligible to participate in any other account balance arrangement maintained by the Company, the Bank or an Affiliate that is subject to Code Section 409A, such Deferral Election shall be submitted within thirty (30) days after the date on which a Director is first eligible to participate, with respect to Fees to be earned during the remainder of the calendar year.

3.3 Distribution Elections.

At the time a Participant makes a Deferral Election, he or she must also elect the time of the distribution by establishing one or more In-Service Account(s) or Retirement Account(s) as provided in Article 5 hereof.

3.4 Additional Requirements.

The elections permitted under this Article 3 shall comply with the following additional requirements:

(a) Deferrals may be made in stated dollar amounts or percentages, with such additional limitations as determined by the Board.

(b) The Board may specify the types of remuneration eligible for deferral hereunder or the amount of any type of remuneration eligible for deferral.

(c) The minimum deferral period for an In-Service Account shall be three (3) years.

3.5 Crediting of Contributions.

Deferrals shall be credited to a Participant’s Account as soon as administratively feasible following the date on which such Contributions would otherwise be paid.

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Article 4 - Vesting

A Participant shall be one hundred percent (100%) vested in his or her Account maintained hereunder.

Article 5 - Accounts

5.1 Accounts.

The Company shall establish and maintain a bookkeeping account in the name of each Participant. The Company shall also establish sub-accounts as provided in subsections (a) and (b), below, as elected by the Participant pursuant to Article 3. A Participant may have a maximum of ten (10) sub-accounts at any time.

(a) A Participant may establish one or more Retirement Account(s) (“Retirement sub-accounts”) by designating as such on the Participant’s Deferral Election. Each Participant’s Retirement sub-account shall be credited with Deferrals (as specified in the Participant’s Deferral Election), and Company Discretionary Contributions and the Participant’s allocable share of any earnings or losses on the foregoing. Each Participant’s Retirement sub-account shall be reduced by any distributions hereunder.

(b) A Participant may elect to establish one or more In-Service Accounts (“In-Service sub-accounts”) by designating as such in the Participant’s Deferral Election the year in which payment shall be made. Each Participant’s In-Service sub-account shall be credited with Deferrals (as specified in the Participant’s Deferral Election), and the Participant’s allocable share of any earnings or losses on the foregoing. Each Participant’s In-Service sub-account shall be reduced by any distributions hereunder.

(c) Except as provided in Section 10.20 hereof, a Participant’s interest in the Prior Plans shall be designated as a Retirement sub-account or an In-Service sub-account, as the case may be, not later than December 31, 2007, or as may be earlier required by the Administrator.

(d) The Administrator may elect to establish one or more sub-accounts to the extent necessary or appropriate hereunder and may provide that any such sub-account shall be aggregated with a Participant’s Retirement sub-account or In-Service sub-account for purposes of distribution or other administration hereunder.

5.2 Investments, Gains and Losses.

(a) Except as provided in Section 10.20 hereof, a Participant shall direct the investment and reinvestment of his or her Account in one or more Investment Funds as selected by the Administrator or its designee in multiples of one percent (1%). The Administrator or its designee may, from time to time, change the Investment Funds for purposes of this Plan.

(b) The Administrator its designee shall adjust the amounts credited to each Participant’s Account to reflect Deferrals, investment experience, distributions and any other appropriate adjustments. Such adjustments shall be made as frequently as is administratively feasible.

(c) A Participant may change his or her selection of Investment Funds no more than twelve (12) times each Plan Year with respect to his or her Account or sub-accounts by filing a new election in accordance with procedures established by the Administrator. An election shall be effective

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as soon as administratively feasible following the date of the change as indicated by the Participant in a form prescribed by the Administrator. In addition to the foregoing, the Administrator or its designee may impose further limitations on transfers from one Investment Fund to another, may restrict Participants who may direct the investment of their Accounts in one or more Investment Funds hereunder, and may impose such additional procedures or restrictions as may be necessary or appropriate.

(d) Notwithstanding the Participant’s ability to designate the Investment Fund in which his or her deferred Fees shall be deemed invested, neither the Company, the Bank nor an Affiliate shall have any obligation to invest any funds in accordance with the Participant’s election or to acquire any interest in an Investment Fund. Participants’ Accounts shall merely be bookkeeping entries on the Company’s, the Bank’s or an Affiliate’s books, as the case may be, and no Participant shall obtain any property right or interest in any Investment Fund. Investment experience hereunder shall be notional only, and shall be measured for the sole purpose of making the adjustments contemplated under subparagraph (b) hereof.

Article 6 - Distributions

6.1 Distribution Election.

Each Participant shall designate in his or her Deferral Election (a) the form of his or her distribution applicable to such Deferral, and (b) the time of his or her distribution by indicating the type of sub-account applicable to such Deferral.

6.2 Distributions From an In-Service Account.

In-Service sub-account distributions shall begin the earlier of:

(a) May 15th of the calendar year designated by the Participant on a properly submitted Deferral Election or the first business day thereafter; or

(b) The Payment Date that coincides with or immediately follows the first day of the seventh month following Participant’s Retirement, or if such Participant is not a key employee within the meaning of Code Section 409A on such date, on the Payment Date that coincides with or immediately follows such Retirement.

If payment commences in the calendar year designated by the Participant, payment shall be in a lump-sum. If payment commences on or after Retirement, affected sub-accounts shall be distributed based on the Retirement sub-account with the shortest installment period maintained within the Participant’s Account. If no Retirement sub-accounts are maintained within the Participant’s Account, affected sub-accounts shall be distributed in a lump sum.

6.3 Distributions Upon Retirement.

Upon Retirement, the Participant’s Retirement sub-account(s) shall be distributed or distribution shall commence on the Payment Date that coincides with or immediately follows (a) the first day of the seventh month following such Retirement, or (b) to the extent such Participant is not deemed to be a key employee within the meaning of Code Section 409A, the Payment Da