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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.

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ITEMS OF BUSINESS	1.    To elect one Class 1 director who will serve a two-year term expiring in 2018.

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

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

ANNUAL REPORT	If you have received a paper copy of the proxy statement and proxy card, our Annual Report on Form 10-K for the year ended December 31, 2015 (which serves as our annual report to shareholders), which is not part of the proxy solicitation material, is also enclosed. All of these documents are also accessible on our Internet website, http://www.envisionreports.com/RNST.

PROXY VOTING

It is important that your shares be represented and voted at the annual meeting. You may vote your shares via a toll-free telephone number or on the Internet. If you received a paper copy of the proxy statement by mail, you may sign, date and mail the accompanying proxy card in the envelope provided. Instructions regarding the three methods of voting are contained on the proxy card; the Notice has instructions regarding voting on the Internet. Any proxy may be revoked at any time prior to its exercise at the annual meeting.

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1.	The 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;

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;

3.	The approval of an amendment to the Company’s 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;

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.	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

6.	The ratification of the appointment of HORNE LLP as our independent registered public accountants for 2016.

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

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2.	“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;

3.	“FOR” the approval of an amendment to the Company’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.	“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;

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.

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(1)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 6) filed with the SEC on January 27, 2016 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2015. Of the 2,268,461 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 2,176,619 shares and sole dispositive power with respect to all of the shares. No one person’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. 5) filed with the SEC on February 9, 2016 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2015. Of the 2,284,700 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 2,205,113 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 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 filed with the SEC on February 12, 2016 by Frontier Capital Management Co. LLC (“Frontier”) reporting beneficial ownership as of December 31, 2015. Of the 2,050,359 shares covered by the Schedule 13G, Frontier has sole voting power with respect to 701,020 shares and sole dispositive power with respect to all of the shares. No one person’s interest in our common stock is more than 5% of our total outstanding common shares.

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(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.

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

(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.

(6)

Of the 59,764 shares listed as directly owned, 49,918 shares are pledged as collateral for a loan. 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 Holding, LLP, 2,000 shares held in a living trust of which Mr. Holland serves as trustee, and 150 shares in a trust for his children.

(7)	Consists of 2,912 shares held by Mr. McNeel’s spouse.

(8)	Consists of 29,889 shares held by Mr. Potts’s spouse.

(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.

(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.

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(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.

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•	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.

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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.

•	With Mr. McGraw, 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 and our other executive officers;

•	Assisting the compensation committee in evaluating Mr. McGraw’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.

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•	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.

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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.

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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.

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•	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.

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•	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.

•	Independence for purposes of Rule 5605(a)(2) of the Nasdaq Marketplace 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 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.

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•	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 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.

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

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

•	By phone at (662) 680-1450.

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The son of R. Rick Hart, an executive officer and a director, is a Senior Vice President and Commercial Relationship Officer 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 he received a grant of 450 shares of time-based restricted stock which will fully vest 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 he received a grant of 250 shares of time-based restricted stock which will fully vest in 2018.

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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.

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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:

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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.

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

◦	Preservation of Tax Deduction - Performance-based equity compensation granted or awarded under our LTIP will be deductible under Section 162(m) of the Internal Revenue Code. Section 162(m) disallows the Company’s

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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.

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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”.

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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.

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•	Each has an initial term of two years, ending as of December 31, 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.

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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.

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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, representing the target performance level, which was adjusted (increased and decreased) to derive threshold and superior performance levels.

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The Deferred Stock Unit Plan, or the “DSU Plan,” under which our named executives may elect to defer base salary and bonus; the Company does not contribute to this plan. Amounts deferred are notionally invested in units, each representing a share of our common stock. Dividend equivalents are credited in respect of units, as and when cash dividends are paid on our common stock, and then notionally reinvested in units representing additional shares. The market value of our common stock is used to determine the number of units credited, whether attributable to deferrals or dividend equivalents. Units are distributed in the form of common stock following termination of employment.

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The Executive Deferred Income Plan, under which our named executives may voluntarily defer base salary. The Company does not contribute to this plan, with the exception of an annual contribution for Mr. McGraw. Deferred amounts are credited to bookkeeping accounts and notionally invested in designated alternatives similar to those offered under our 401(k) plan, including an interest rate investment that is credited at 100% of the Moody’s Rate, which was a weighted average rate of 4.24% for 2015. An additional alternative, 130% of the Moody’s Rate, which was a weighted average interest rate of 5.51% for 2015, remains available for amounts deferred before 1989. Benefits are equal to each participant’s account balance and are paid upon termination of employment. For the beneficiaries of Messrs. McGraw and Waycaster, an additional preretirement death benefit may be payable.

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•	Column C, “Salary” – Amounts included in this column represent the base salary earned by our named executives in 2015, 2014, and 2013, some of which may have been voluntarily deferred under our 401(k) plan or two non-qualified deferred compensation plans, the Deferred Income Plan and Deferred Stock Unit Plan.

•	Column D, “Bonus”- Amounts in this column report cash bonuses paid on a discretionary basis; discretionary bonuses were not a component of our compensation program during 2015, 2014 or 2013.

•	Column E, “Stock Awards” and Column F, “Option Awards” - Amounts in these columns include the value of non-cash compensation granted or awarded under our LTIP, some of which is performance-based and may or may not be received by any executive, depending upon the achievement of performance objectives. Options were not a component of our performance-based compensation during 2014 or 2015.

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•	Column G, “Non-Equity Incentive Plan Compensation” - Amounts in this column represent cash bonuses paid under our Performance Based Rewards Plan based upon the achievement of performance goals. Some of these amounts may have been voluntary deferred under our Deferred Stock Unit Plan. For Mr. Dorminey, the bonus was determined in accordance with the terms of his employment agreement.

•	Column H, “Changes in Pension Value and Non-qualified Deferred Compensation Earnings” - Amounts in this column represent changes in the actuarial value of benefits accrued under our tax-qualified pension plan and Mr. Hart’s non-qualified SERP and any above market earnings credited under our Deferred Income Plan.

•	Column I, “All Other Compensation” - Amounts in this column represent the value of other compensation we pay or provide to our executives, such as car allowances and membership dues.

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•	Termination by the Company for cause;

•	Retirement or other voluntary termination;

•	Death or disability;

•	Termination by the Company without cause or a named executive’s constructive termination;

•	Termination in connection with a change in control; or

•	The expiration of an employment agreement.

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•	Vested options granted under the LTIP remain exercisable during the three-year period following retirement; vested options granted under the predecessor to our LTIP remain exercisable during the one-year following retirement.

•	If a named executive retires during our fiscal year, he will receive his restricted stock award, to the extent that applicable performance measures are achieved during the performance cycle in which his retirement occurs, subject to proration to reflect his service before retirement.

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For eligible employees employed by the Company as of December 31, 2004, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Messrs. McGraw and Waycaster are covered under the plan. If Mr. McGraw had retired as of December 31, 2015, his spouse would receive benefits with an annual value of $3,513 until she reaches age 65; if Mr. Waycaster had retired as of December 31, 2015, he would receive benefits with an annual value of $9,301, representing coverage for Mr. Waycaster, his spouse, and his dependent child.

•	If a named executive retires during our fiscal year, he will receive his annual cash bonus under our Performance Based Rewards Plan, to the extent that applicable performance measures are achieved during the cycle in which his retirement occurs, prorated to reflect his service before retirement.

•	For Mr. McGraw, his time-based restricted stock award will be prorated based on his service and vest.

•	In the event of death, life insurance proceeds payable under our group policy in amounts in excess of the coverage we otherwise provide to our eligible employees. The tables below provides the face amount of the excess coverage.

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For our named executives, other than Mr. McGraw, each executive’s restricted stock award would vest at the end of the applicable performance cycle to the extent that the performance goals have been satisfied, subject to proration for service rendered before termination. Mr. McGraw would receive his target award at the time of his termination, which was 12,000 shares as of December 31, 2015, and his time-based award would be prorated based on his service and vest.

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For our named executives, other than Mr. McGraw, a cash bonus under our Performance Based Rewards Plan, to the extent that applicable performance measures are achieved during the performance cycle in which his termination occurs, prorated to reflect the period of service before his death or disability. Mr. McGraw would receive the amount of his target bonus, which was $560,000 as of December 31, 2015.

•	Options that are vested and exercisable would remain exercisable during the one-year period following death or disability. The table under the section “Outstanding Equity Awards as of December 31, 2015” includes for each of our named executives the number of vested options outstanding.

•	For Messrs. McGraw and Waycaster who participate in our Deferred Income Plan, a preretirement death benefit, which is a cash payment in the event either should die while employed by the Company.

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•	He would receive a cash payment equal to two times his annualized base compensation and the amount of his target bonus;

•	His target restricted stock award, consisting of 12,000 shares as of December 31, 2015, would vest;

•	His time-based restricted stock award, consisting of 12,000 shares as of December 31, 2005, would vest;

•	The Company would pay premiums for the period of continuation coverage available to him and his eligible dependents under Section 4980B of the Code, commonly referred to as “COBRA”; and

•	If Mr. McGraw were involuntarily terminated by the Company, his vested options would remain exercisable during the 30-day period following his termination, or for 60 days following his termination for options granted under the predecessor to our LTIP. Mr. McGraw’s vested options are included in the table above entitled “Outstanding Equity Awards as of December 31, 2015”.

•	He would receive a cash bonus under our Performance Based Rewards Plan, to the extent that applicable performance goals were achieved during the performance cycle in which his termination occurs, prorated to reflect his period of service prior to termination.

•	His restricted stock award would vest at the end of the applicable performance cycle if and to the extent that the applicable performance goals have been satisfied, subject to proration to reflect his period of service prior to termination.

•	Any vested options will remain exercisable during the 30-day period following his termination, or 60 days following his termination for options granted under the predecessor to our LTIP. The table above, under the section “Outstanding Equity Awards as of December 31, 2015,” includes for each of our named executives the number of vested options outstanding.

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If Mr. McGraw’s employment agreement would expire and his employment would terminate, he would receive his target bonus for the year of expiration, prorated to reflect his service for the period before the expiration of his agreement; his restricted stock would vest at the target level, prorated to reflect his period of service before expiration; and any non-vested options would vest and remain exercisable during the three-year period following the expiration of his agreement.

•	If Mr. Hart’s employment agreement would expire, his employment would terminate and no additional amount would be due under the terms of his agreement.

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If before January 1, 2021, the Company would provide any of Messrs. Chapman, Waycaster or Ross with notice of non-renewal and his employment were terminated, he would receive the compensation and benefits due in the event of a constructive termination, as described above. If the Company would provide notice of non-renewal after January 1, 2021, or if either of Messrs. Chapman, Waycaster or Ross would provide notice of non-renewal at any time, no additional amount would be due under the agreement.

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•	Mr. Dorminey’s employment agreement expires on December 31, 2018; there is no provision for renewal.

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If Mr. Dorminey’s employment is terminated for any reason except involuntarily for cause, including his retirement, death or disability, or his employment agreement expires, he will receive during the four-year period following his termination: (1) continuation of his base salary; (2) payment of an annual bonus equal to the average of the bonuses paid during the three whole fiscal years preceding his termination date; (3) premiums for continuation coverage under our group medical plan for himself, his spouse and any eligible dependents; and (4) a monetary amount equal to the cost of perquisites provided by us before his termination, including the cost of life and disability insurance premiums, his car allowance, country club dues and our contribution to the Bank’s 401(k) plan.

•	If Mr. Dorminey’s employment is terminated for cause, he will forfeit all amounts payable under the terms of his agreement and will be paid only the unconditional payments to which he may be entitled.

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Mr. Dorminey’s employment agreement includes a form of “best net” provision in the event Mr. Dorminey receives parachute payments within the meaning of Section 280G on account of a change in control. Under the provision, his parachute payments would be cut back to the minimum extent necessary to avoid the imposition of an excise tax and the loss of our Federal income tax deduction, provided that if the amount of the cutback would equal or exceed $100,000, he would receive a gross up payment in lieu of a cutback. The amount of the gross up payment would equal the principal amount of Mr. Dorminey’s excise tax, increased by the amount of any income, employment or excise tax due on the principal amount of the excise tax payment.

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We made an inducement and retention award of 35,000 shares of time-based restricted stock. Vesting is at the rate of 8,750 shares per year, beginning as of December 31, 2015. Vesting is accelerated in the event Mr. Dorminey is terminated by us without cause, dies, becomes disabled or a change in control occurs during the vesting period. Mr. Dorminey will forfeit the non-vested portion of the award if he is terminated by us for cause. As a condition of the award, Mr. Dorminey has foregone any award under our LTIP.

•	Mr. Dorminey has entered into a protective covenant agreement with us under which he has agreed to protect our confidential information and trade secrets and is subject to covenants under which he cannot compete with us or solicit our depositors and customers or our employees during the two-year period following the termination of his employment for any reason.

•

We have provided Mr. Dorminey with a double trigger change in control agreement under which he will receive a cash payment in an amount equal to two times the sum of his base salary and average bonus paid during the two fiscal years preceding the change in control. This agreement includes a cutback provision, under which parachute payments within the meaning Section 280G will be reduced to the extent necessary to avoid the imposition of the excise tax and the loss of our Federal income tax deduction.

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•	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, Jr., E. Robinson McGraw and Hollis C. Cheek as Class 2 directors.

•	Proposal 3 - “FOR” the approval of an amendment to the Company’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.

•	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.

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•	Options:

•	Restricted Stock:

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

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

•	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:

•	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.

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•	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.

•	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.

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Stock Options - 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.

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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.

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•	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.

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•	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;

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•	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.

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•	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.

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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

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•

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.

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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.

a.

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.

b.

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.

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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.

d.

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.

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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.

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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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.

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.

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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;

b.

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.

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 period following the Participant’s Retirement; or

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

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, “Vesting Restrictions”);

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.

a.

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.

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.

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a.

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.

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

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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.

a.

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).

b.

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.

c.

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.

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