RENASANT BANK EXECUTIVE DEFERRED INCOME PLAN

RENASANT BANK

EXECUTIVE DEFERRED INCOME PLAN

RENASANT BANK

EXECUTIVE DEFERRED INCOME PLAN

TABLE OF CONTENTS

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RENASANT BANK

EXECUTIVE DEFERRED INCOME PLAN

Renasant Bank, a financial institution with its principal place of business in Tupelo Mississippi (the “Bank”), its parent, Renasant Corporation (the “Company”) , and other affiliates and subsidiaries (collectively, the “Employer”), hereby consolidate, amend and restate, in their entirety, the Renasant Bank Executive Deferred Compensation Plan – A, the Renasant Bank Executive Deferred Compensation Plan – B, and the Renasant Bank Executive Deferred Compensation Plan – BRP (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 with respect to the Eligible Employees of each Employer designated 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 Bank.

Renasant Bank or any successor thereto.

1.5 Bonus.

The amount payable under a separate bonus or annual incentive plan maintained by the Employer.

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

1.7 Code.

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

1.8 Committee.

The Compensation Committee of the Company’s Board of Directors.

1.9 Compensation.

The Participant’s earned income, including Salary, Bonus, and other remuneration from the Employer.

1.10 Company.

Renasant Corporation or any successor thereto.

1.11 Deferrals.

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

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1.12 Deferral Election.

The separate agreement, submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and make Deferrals thereto.

1.13 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 an accident and health plan covering employees of the Participant’s Employer.

1.14 Effective Date.

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

1.15 Eligible Employee.

An Employee shall be considered an Eligible Employee if such Employee is designated as an Eligible Employee in accordance with Section 2.1 hereof. The designation of an Employee as an Eligible Employee in any year shall not confer upon such Employee any right to be designated as an Eligible Employee in any future Plan Year.

1.16 Employee.

Any person employed by the Employer as a common law employee.

1.17 Employer.

With respect to any Participant hereunder, the Company, Renasant Bank or an Affiliate thereof who acts as the common law employer of such Participant.

1.18 Employer Discretionary Contribution.

A discretionary contribution made by the Employer that is credited to one or more Participant’s Accounts in accordance with the terms of Section 3.5 hereof.

1.19 ERISA.

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

1.20 Investment Fund.

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

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1.21 Participant.

An Eligible Employee who is designated as a Participant as provided in Article 2 and satisfies the conditions set forth therein.

1.22 Payment Date.

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

1.23 Plan Years.

January 1st through December 31st.

1.24 Retirement or Retire.

Retirement or Retire means that a Separation from Service has occurred either (a) on or after a Participant has reached age sixty-five (65), or (b) on or after a Participant has attained a combined Years of Service and age equal to or greater than seventy (70).

1.25 Salary.

An Eligible Employee’s base salary rate or rates in effect at any time during a Plan Year, including any pretax elective deferrals from said Salary to any Employer sponsored plan that includes amounts deferred under a Deferral Election or any elective deferral as defined in Code Section 402(g)(3) or any amount contributed or deferred at the election of the Eligible Employee in accordance with Code Section 125 or 132(f)(4) or any amount deferred under the Employer’s Deferred Stock Unit Plan.

1.26 Separation from Service.

A separation from service with the Employer or a service recipient within the meaning of Code Section 409A(a)(2)(A)(i).

1.27 Years of Service.

A Participant’s “Years of Service” shall be measured by employment during a twelve (12)-month period commencing with the Participant’s date of hire and anniversaries thereof.

Article 2 - Participation

2.1 Designation of Participants.

The Committee shall designate those executive officers of the Company and the Bank who are eligible for participation hereunder; any such designation may be given in the form of a standing designation. Other Eligible Employees may be designated by the Committee or its designee; any such designation may be made individually or in groups or categories, including by title or pay grade.

2.2 Conditions of Participation.

As a condition of participation hereunder, each Eligible Employee shall 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 Employer or the Administrator may request, and shall consent

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to such physical examinations or other requirements to be insured as may be imposed by any insurer designed by the Employer. If an Eligible Employee 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 Participant shall be held subject to the provisions of Section 2.4 hereof.

2.3 Commencement of Participation.

Each Eligible Employee shall become a Participant hereunder at the earlier of the date on which his or her Deferral Election first becomes effective, the date on which an Employer Discretionary Contribution is first credited to his or her Account, or as of January 1, 2005, if he or she was a participant in the Prior Plans.

2.4 Loss of Eligible Employee Status.

A Participant who is no longer an Eligible Employee shall not be permitted to submit a Deferral Election and all Deferrals for such Participant shall cease as of the end of the Plan Year in which such Participant is determined to no longer be an Eligible Employee. 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.

Article 3 - Contributions

3.1 Deferral Elections - General.

A Participant’s Deferral Election for a Plan Year shall be irrevocable for such year; provided, however that a cessation of Deferrals hereunder shall be allowed if required under the Employer’s qualified 401(k) plan as a condition of hardship withdrawal from such plan. Amounts deferred hereunder shall not be made available, except as may be expressly provided herein, and shall reduce a Participant’s Compensation in accordance with the provisions of his or her Deferral Election. A Deferral Election hereunder shall comply with the requirements of this Article 3 and shall designate: (a) the amount of Compensation 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 with respect to any Compensation, whether Bonus or Salary, must be submitted to the Administrator 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 or its designee. 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 Administrator, in a year in which an Employee is first eligible to participate, and provided that such Employee is not eligible to participate in any other account balance arrangement maintained by the Employer that is subject to Code Section 409A, a Deferral Election may be submitted within thirty (30) days after the date on which an Employee is first eligible to participate hereunder, with respect to Compensation to be earned during the remainder of the calendar year.

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(c) Notwithstanding the foregoing, if a Bonus is deemed an “incentive bonus” within the meaning of Code Section 409A, the Administrator may permit a Deferral Election with respect to such amount not later than six months prior to the end of the performance period with respect to which such Bonus relates.

3.3 Distribution Elections.

At the time a Participant makes a Deferral Election hereunder, he or she must also elect the time of the distribution by establishing one or more In-Service Account(s) or Retirement Account(s) and the method of distribution with respect to each Account, as more fully 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 Administrator.

(b) The Administrator may limit or add forms of Compensation eligible for deferral hereunder.

(c) The maximum amount that may be deferred each Plan Year shall be twenty percent (20%) of the Participant’s Salary or such other amount as may be designated, from time to time, by the Administrator or its designee.

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

3.5 Employer Discretionary Contributions.

The Employer reserves the right to make discretionary contributions to some or all Participants’ Accounts in such amount and in such manner as may be determined by the Employer. Such Employer Discretionary Contribution shall be credited to the Retirement sub-account maintained within the Participant’s Account in accordance with Section 5.1 with the shortest installment period. If no Retirement sub-accounts are maintained within the Participant’s Account, such Employer Contribution shall be credited to a lump sum Retirement sub-account.

3.6 Crediting of Contributions.

(a) Deferrals shall be credited to a Participant’s Account as soon as administratively feasible following each payroll period.

(b) Employer Discretionary Contributions shall be credited to a Participant’s Account at such time as the Employer shall determine.

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Article 4 - Vesting

A Participant shall be one hundred percent (100%) vested in his or her Accounts maintained hereunder, whether attributable to Deferrals or Employer Discretionary Contributions or his or her interest in the Prior Plans.

Article 5 - Accounts

5.1 Accounts.

The Administrator shall establish and maintain a bookkeeping account in the name of each Participant. The Administrator 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 such sub-account on his or her Deferral Election. Each Participant’s Retirement sub-account shall be credited with Deferrals, as specified in the Participant’s Deferral Election, and Employer 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 such sub-account on his or her Deferral Election, including the year in which payment of such Account 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 10.21 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 10.21 hereof, a Participant shall direct the investment and reinvestment of his or her Accounts among one or more Investment Funds as selected by the Administrator or its designee in multiples of 1%. The Administrator or its designee may, from time to time, change the Investment Funds for purposes of this Plan.

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(b) The Administrator or its designee shall adjust the amounts credited to each Participant’s Account to reflect Deferrals, Employer Discretionary Contributions, 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 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 Employer, the Administrator or their 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 Funds in which his or her Accounts shall be deemed invested, the Employer shall have no obligation to invest any funds in accordance with a Participant’s election or to acquire any interest in an Investment Fund. Participants’ Accounts shall merely be bookkeeping entries, 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 on his or her Deferral Election (a) the form of payment applicable to such Deferral, and (b) the time of his or her payments 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 be made or commence on the earlier of:

(a) May 15th of the calendar year designated by a Participant on a properly submitted Deferral Election or the first business day thereafter, provided such Participant is employed as of such date; or

(b) The Payment Date that coincides with or immediately follows the first day of the seventh month following a Participant’s Retirement.

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

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6.3 Distributions Upon Retirement.

If the Participant has a Separation from Service on or after Retirement, the Participant’s Retirement sub-account(s) shall be distributed or distribution shall commence on the Payment Date that coinc