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EXHIBIT 99.2
RENASANT
CORPORATION
PLAN OF
ASSUMPTION
CAPITAL BANCORP,
INC.
DIRECTOR DEFERRED STOCK
COMPENSATION PLAN
THIS PLAN OF
ASSUMPTION (the “Plan”) was adopted by the Board of
Directors of Renasant Corporation (the “Company”)
pursuant to that certain Agreement and Plan of Merger between the
Company, Renasant Bank, Capital Bancorp, Inc.
(“Capital”) and Capital Bank & Trust Company,
such agreement dated February 5, 2007 (as amended, the
“Merger Agreement”), under which the Company has
determined to assume the rights and obligations of Capital under
the Capital Bancorp, Inc. Director Deferred Stock Compensation
Plan, which plan was first adopted and effective as of
December 20, 2006 (the “Predecessor Plan”),
including any individual agreement issued thereunder.
This Plan shall be
administered by the Compensation Committee of the Board of
Directors of the Company (the “Committee”), who shall
possess the power and authority granted under Section 8 of the
Predecessor Plan, subject to the limitations set forth
herein.
Without the requirement of
additional action, the Committee shall be deemed to have delegated
the following administrative duties to the appropriate officers or
employees of the Company: (a) the preparation and issuance of
such documents, if any, as may be necessary to evidence the Assumed
Accounts (as defined below) and the units credited thereunder, and
(b) the authority to issue shares of Common Stock (as defined
below) in connection with the distribution of units credited to
such Assumed Accounts. The Committee may, from time to time,
delegate to the appropriate officers and employees of the Company
such additional administrative duties as they may deem necessary or
appropriate, such delegation to be made orally or in
writing.
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Shares of Common Stock Reserved For
Issuance: |
2.1 Number and Type of
Shares. Subject to adjustment as provided in Section 2.2
hereof, the number of shares of the Company’s $5.00 par value
voting common stock (the “Common Stock”) that may be
issued hereunder shall not exceed 5,000 shares. Common Stock issued
hereunder may be authorized and unissued shares, issued shares held
as treasury shares or shares acquired on the open market or through
private purchase.
2.2 Adjustment. In the
event of a merger, consolidation or reorganization of the Company,
there shall be substituted for each share of Common Stock then
subject to this 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, 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. In
the event of any such event, the units credited to any Assumed
Account and the shares of Common Stock issuable upon the
distribution thereof shall be adjusted to the extent necessary to
prevent the dilution or enlargement of such unit.
3.1 Definitions. The
term “Assumed Account” shall mean a bookkeeping account
credited with units representing the right to receive shares of
Common Stock, the terms and conditions of which shall be determined
in accordance with the terms of the Predecessor Plan, subject to
modification as provided herein. The term “Participant”
shall mean those individuals for whom an Assumed Account is
maintained hereunder.
3.2 Number of Units.
The number of units credited to each Participant’s Assumed
Account under this Plan shall be those units credited to
bookkeeping accounts of such individuals under the Predecessor
Plan, determined as of June 30, 2007, as adjusted pursuant to
Section 3.3 below and as more fully described on Exhibit A
hereto. No additional Assumed Accounts shall be established
hereunder. Subject to adjustment as provided in Section 2.2
hereof and except as to units representing dividend equivalents, no
additional units or other rights to acquire Common Stock shall be
credited to Assumed Accounts hereunder.
3.3 Terms. Except as
expressly provided herein, the term
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