Exhibit 10.1

RENASANT CORPORATION

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “Agreement”) is made effective as of February 11, 2009, between Renasant Corporation and each of its subsidiaries and affiliates (collectively, the “Company”) and Larry R. Mathews (“Executive”).

1. Separation from Employment: Effective as of February 11, 2009, Executive hereby voluntarily resigns his employment with the Company (his “Separation Date”).

2. Final Wages: The Company shall pay to Executive any base compensation accrued but unpaid as of his Separation Date as soon as practicable thereafter.

3. Mutual Obligations: Provided that Executive executes a General Waiver and Release in the from and at the time prescribed under paragraph 4 hereof and such release becomes irrevocable in accordance with its terms:

4. Severance Amount: Provided that Executive executes a General Wavier and Release in the form attached hereto as Exhibit A during the 21 days following his Separation Date and such General Waiver and Release becomes irrevocable in accordance with its terms, the Company shall pay or provide to Executive:

Notwithstanding the foregoing, if during the Restricted Period, Executive is employed in, or engages in, the Business in the Territory, any payments required under subparagraphs a and b hereof shall cease. Executive agrees that he shall promptly inform the Company of any such employment and that he shall reimburse to the Company the amount of any payment made hereunder with respect to the period after such employment commences. For this purpose, the term “Restricted Period” means the period

commencing on Executive’s Separation Date and ending as of December 31, 2009; “Business” means commercial banking or the lending of money, to the extent actively engaged in by the Alabama division of the Company during the Restricted Period; “Territory” means the counties of Jefferson, Madison, Morgan, and Shelby, Alabama.

5. Equity Compensation: Executive acknowledges that restricted stock awarded to him under the Company’s 2001 Long-Term Incentive Plan (the “LTIP”) with respect to services to be performed during the Company’s 2009 fiscal year, shall be forfeited and cancelled as of his Separation Date.

Any stock options granted to Executive under the LTIP that are vested and remain unexercised as of his Separation Date shall remain exercisable during the 60-day period following his Separation Date in accordance with their terms. Executive acknowledges that options not vested as of his Separation Date, if any, shall be cancelled and forfeited to the Company as of such date. Options otherwise exercisable hereunder that remain unexercised at the conclusion of such 60-day period shall be cancelled and forfeited to the Company at the conclusion of such period.

6. Other Benefits and Compensation: Except as may be expressly provided herein, this Agreement is not intended to affect, increase or restrict Executive’s benefits, rights and coverages under the separate employee benefit plans, policies and programs generally maintained by the Company for the benefit of its employees or officers in which Executive participated as of his Separation Date, including any contribution that may be due to Executive under the terms of the Company’s tax-qualified retirement plan with respect to Executive’s compensation paid or accrued during the Company’s 2008 fiscal year; provided that Executive acknowledges that he is not entitled to a bonus under the Company’s Annual Incentive Plan for services that he performed in 2008, that he will not be entitled to a bonus under such plan with respect to any services that he has performed during 2009, and that any amount paid pursuant to paragraph 3 hereof shall not be taken into account for purposes of any contribution to any such plan or be eligible for deferral thereunder.

7. Executive’s Covenants: During the Restricted Period, Executive shall not, directly or indirectly, knowingly:

In addition, during the Restricted Period and at all times thereafter, Executive shall not disclose to any person, except as may be required by law, any non-public information concerning the business, clients or affairs of the Company for any reason or purpose whatsoever. Executive shall further not make any use

2

of such non-public information for his own purpose or for the benefit of anyone else, except the Company.

8. Return of Property: Except as provided herein, Executive shall promptly return to the Company all of the property of the Company, including, without limitation, equipment, computers, fax machines, portable telephones, printers, software, credit cards, manuals, customer lists, financial data, letters, notes, notebooks, reports and copies of any of the above and any confidential information that is in the possession or under the control of Employee.

9. Nondisparagement: As a material inducement to the Company to enter into this Agreement, Executive agrees that he will not:

Notwithstanding the foregoing, Executive shall not be deemed in breach of the covenants contained herein solely by reason of testimony compelled by process of law.

Likewise, the Company agrees that it will not publicly or privately criticize or disparage Executive in a manner intended or reasonably calculated to result in embarrassment to, or injury to the reputation of, Executive in the community, except that the Company shall report Executive’s separation on Form 8-K and as otherwise may be required under applicable law.

10. No Participation in Claims: Executive waives any right to in any way voluntarily assist any individual or entity in commencing or prosecuting any action or proceeding including, but not limited to, any administrative claims, charges or complaints and/or any lawsuit against the Company, or to in any way voluntarily participate or cooperate in any such action or proceeding, except to the extent such waiver may be prohibited by law or as to an employment discrimination claim prosecuted by another employee or administrative body.

11. Representations: By execution of this Agreement, Executive represents that no claim, charge, complaint or action by Executive against the Company exists in any forum or form. In the event any such claim, charge, complaint or action has been filed, Executive shall not be entitled to recover any monies or other relief therefrom.

12. Tax Withholding: The Company may withhold from any amount payable hereunder all Federal, state, city or other income or employment taxes that may be required by law to be withheld.

13. Separate Advice: Executive acknowledges that neither the Company nor its directors, officers or employees has provided him with advice about the terms and conditions of this Agreement, including the taxation of payments hereunder, and that neither the Company nor its directors, officers or employees has any obligation to do so. Executive acknowledges that he has been advised to consult his own counsel prior to the execution of this Agreement and he represents that he has done so. As a result, Executive agrees that he shall hold the Company, including its directors, officers and employees, harmless from any liability, including any income or excise tax liability or liability for interest, arising from the payment of any amount or the transfer of any property hereunder.

3

14. Indemnification . The Company shall indemnify Executive with respect to his actions or inactions taken in his capacity as an officer of the Company, to the fullest extent provided under the Company’s organizational documents and practices in effect as of his Separation Date and in accordance with the indemnification available to similarly situated officers of the Company as of such date.

15. General Provisions:

16. No Admission of Wrongdoing: Executive and the Company agree that neither this Agreement, Exhibit A hereto, nor the furnishing of the consideration set forth herein shall be deemed or construed at any time for any purpose as an admission by the Company or Executive, as the case may be, of any liability or unlawful conduct of any kind.

THIS SEPARATION AGREEMENT is executed in multiple counterparts as of the dates set forth below, each of which shall be deemed an original, to be effective as of the Separation Date designated above.

4

Separation Date: February 11, 2009

EXHIBIT A

GENERAL WAIVER AND RELEASE

This General Waiver and Release (the “Release”) is made in exchange for the consideration offered under Paragraph 4 of the Separation Agreement entered into between me and Renasant Corporation and each of its subsidiaries and affiliates (collectively, the “Employer”), dated as of the date of my voluntary resignation, effective as of February 11, 2009 (the “Agreement”) (the “Severance Amount”), the sufficiency of which I hereby acknowledge.

1. General Terms and Conditions. I understand that signing this Release is an important legal act. I acknowledge that I have been advised by the Company to consult an attorney before signing this Release and that I have done so or I have determined that such consultation is not necessary. I understand that I have 21 calendar days after my Separation Date to consider whether to sign this Release, without alteration, and return it to the Company by first class mail or by hand delivery, and that if I execute and return this Release before the expiration of the 21-day period, I will be deemed to have waived the balance of the period.

2. Release. In return for the Severance Amount, I release my Employer, including its parents, subsidiaries, affiliates, related companies or entities, employee benefit plans and the directors, officers, employees, agents, administrators and other persons acting on behalf of each of them, together with their predecessors, successors and assignees (collectively referred to as the “Released Parties”) from all liabilities, demands, claims, actions, causes of action, and suits of whatsoever nature that I have or may have against the Released Parties arising from or in any way related to my employment with my Company and the termination thereof, whether known or unknown to me, or suspected or unsuspected, or that I have or may have individually or as a member of any class. I also release the Released Parties from any and all liabilities, demands, claims or suits that I may have against any of the Released Parties arising from any act occurring prior to the execution of this Waiver and Release, whether known or unknown to me, or suspected or unsuspected, or that I have or may have individually or as a member of any class.

3. Further Limitations. Notwithstanding paragraph 2 hereof, this Release does not release any claim that I may have (a) for continuation of health care coverage under COBRA, (b) for benefits arising from any retirement or welfare plan in which I was a participant during my employment, (c) for any rights arising under this General Waiver and Release or the Agreement, and (d) for any settlement or recovery in my capacity as a shareholder of the Company.

Without limiting the generality of paragraph 2 hereof, it is expressly acknowledged that this Release does apply to and does release any claim that I may have for discrimination or retaliation under any state workers’ compensation act or other state law prohibiting discrimination or retaliatory discharge, the Age Discrimination in Employment Act, and/or the Older Workers’ Benefit Protection Act, and/or any other claim that I might assert for unlawful discharge or discrimination for exercising any right under any benefit plan of the Employer.

4. General Provisions.

a. Should any of the provisions set forth in this Waiver be determined to be invalid by a court or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions thereof.

b. I acknowledge that this Release and the Agreement set forth the entire understanding and agreement between me and the Company concerning the subject matter thereof and that they supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company. I further acknowledge that no person has the authority to vary the terms of this release, except an authorized officer of the Company by means of a written amendment hereto.

c. I acknowledge that I have read this Release, have had an opportunity to ask questions and have it explained to me, and that I understand that this Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin or disability and any other claims arising prior to the date hereof.

d. I further agree that in the event of my material breach of this Release, in addition to any other legal or equitable remedy, the Company shall be entitled to recover any payments made to me under the Agreement, subject to any restrictions on such recovery or relief as may be imposed under applicable law or as may be required to ensure that this Release is and remains valid and enforceable.

e. I understand that for a period of seven calendar days following the execution of this Release, I may revoke it by delivering a written statement to the Company by hand or by registered mail, addressed to the address for the Company specified in the Agreement, in which case the Release will not become effective. In such event, the Company shall have no obligation to provide me the consideration offered under Paragraph 4 of the Agreement and the Agreement shall be null and void and of no effect. Upon the expiration of such seven-day period, I understand that this Release shall be permanent and irrevocable.

f. I agree that absent the execution of this Release, I am not otherwise due the Severance Amount from the Company for services that I have performed or under any contractual agreement with the Company or in accordance with any severance pay plan or arrangement maintained by the Company.

Date: February 11, 2009

2

GENERAL WAIVER AND RELEASE

This General Waiver and Release (the “Release”) is made in exchange for the non-competition and non-solicitation covenants and the other consideration (“Executive’s Covenants”) offered under that certain Separation Agreement between Renasant Corporation and each of its subsidiaries and affiliates (collectively, the “Employer”) and Larry R. Mathews (“Executive”) effective as of February 11, 2009, the sufficiency of which is hereby acknowledged.

1. Release. In return for the Executive’s Covenants, Employer hereby releases Executive from all liabilities, demands, claims, actions, causes of action, and suits of whatsoever nature that it has or may have against Executive, whether known or unknown, or suspected or unsuspected, arising from or in any way related to his employment with Employer and the termination thereof or any other act occurring prior to the execution of this Waiver and Release; provided , however , that this Release does not release Executive from any liabilities, demands, claims, actions, causes of action, and suits that Employer has or may have against Executive arising out of (a) any illegal or unlawful action or failure to act by Executive, (b) any action that resulted in Executive receiving a financial benefit to which he was not entitled, or (c) any action, or failure to act, by Executive to the extent that Executive would not be entitled to indemnification with respect to such action or failure to act under the Bylaws, as amended, of Renasant Corporation because Executive has not met the Standard of Conduct set forth in Section 2 of Article IX of such Bylaws.

2. General Provisions.

a. Should any of the provisions set forth in this Waiver be determined to be invalid by a court or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions thereof.

b. Employer acknowledges that this Release sets forth the entire understanding and agreement between Employer and Executive concerning the subject matter hereof and that it supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between Employer and Executive. Employer further acknowledge that no person has the authority to vary the terms of this release, except by means of a written amendment hereto executed by Employer and Executive.

Date: February 11, 2009

Exhibit 10.2

RENASANT CORPORATION

DEFERRED STOCK UNIT PLAN

(Final 409A Compliance Amendment)

Whereas, Renasant Corporation, a corporation organized and existing under the laws of the State of Mississippi (the “Company”), maintains the Renasant Corporation Deferred Stock Unit Plan, which plan was most recently amended and restated effective as of January 1, 2005 (the “Plan”);

Whereas, such Plan constitutes a “deferred compensation” arrangement within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and must now be amended to comply with the applicable provisions the final regulations promulgated thereunder;

Now, Therefore , the Plan shall be amended effective as of January 1, 2009, as follows.

1.1 The following sentence shall be added to Section 2.3 of the Plan to read in its entirety as follows:

“For any year, Base Compensation hereunder shall include only those amounts actually paid during such year.”

1.2 Section 2.18 of the Plan shall be amended and restated as follows:

“2.18 References to ‘ key employee ’ contained herein shall be deemed to refer to ‘Specified Employee’; a ‘Specified Employee’ shall mean that as of his or her Separation Date, a Participant is a ‘key employee’ of the company or an Affiliate within the meaning of Code Section 416(i), (ii) or (iii), but determined without regard to paragraph (i)(5) thereof. A Participant who satisfies such requirement as of a December 31st shall be considered a Specified Employee hereunder during the 12-month period commencing on the immediately following April 1st.”

1.3 The flush language of Section 2.25 of the Plan shall be restated as follows:

“2.25 ‘ Retirement ’ or ‘ Retire ’ means that a Participant has Separated From Service on or after:”

1.4 The following Section 2.29 shall be added to the Plan to read in its entirety as follows:

“2.29 The term ‘ Separation From Service ,’ ‘ Separation Date ’ or ‘ Separated From Service ’ shall mean the later of the date on which (a) a Participant ceases to serve with the Company and its Affiliates, whether as an employee or as an independent contractor, or (b) the Company and such Participant reasonably anticipate that the Participant will perform no further services for the Company and its Affiliates, whether as a common law employee or an independent contractor. Notwithstanding the foregoing, a Participant may be deemed to incur a Separation From Service hereunder if he or she continues to provide services to the Company or an Affiliate, provided such services are not more than 20% of the average level of services performed by such Participant, whether as an employee or independent contractor, during the immediately preceding 36-month period. As used herein, the term ‘termination of employment’ or words of similar import shall be deemed to mean and refer to a Separation From Service as defined herein.”

Section 4.1c of the Plan shall be restated in its entirety as follows:

Section 7.8 of the Plan shall be amended and restated in its entirety as follows:

“7.8 Small Accounts. If the value of a Participant’s Account is not more than the applicable limit determined under Code Section 402(g) as of his or her Disability, death, Separation Date or Payment Date, as the case may be, then notwithstanding any provision of the Plan to the contrary, the Committee shall distribute such amount to the Participant in the form of an immediate single-sum payment as of such date.”

4.1 Section 11.1a of the Plan shall be amended and restated in its entirety as follows:

“a. All deferrals shall cease as of the last day of the calendar year in which such termination occurs;”

4.2 The following Section 11.8 shall be added to the Plan to read in its entirety as follows:

“11.8 Final Transition Election. Notwithstanding any provision of this Plan to the contrary, with respect to a Benefit Commencement Date occurring on or after January 1, 2008, each Participant hereunder shall be entitled to modify the form in which his or her Account shall be paid, including increasing or decreasing the number of installment payments or changing from installment payments to a single-sum or from a single-sum to installment payments. Any such election shall be made in the form prescribed by the Administrator, shall be subject to the limitations set forth in IRS Notice 2005-1, as the same has been modified from time to time, and shall be made at the time or times prescribed by the Administrator, but not later than December 31, 2008.

This Final 409A Compliance Amendment was approved and executed by an authorized officer of Renasant Corporation.

- 2 -

Exhibit 10.3

RENASANT BANK

EXECUTIVE DEFERRED INCOME PLAN

(Final 409A Compliance Amendment)

Whereas, Renasant Bank, a financial institution with its principal place of business in Tupelo, Mississippi (the “Bank”), maintains the Renasant Bank Executive Deferred Income Plan, which plan was most recently amended and restated effective as of January 1, 2007 (the “Plan”);

Whereas, such Plan constitutes a “deferred compensation” arrangement within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and must now be amended to comply with the applicable provisions the final regulations promulgated thereunder;

Now, Therefore , the Plan shall be amended effective as of January 1, 2009, as follows.

1.1 Section 1.6 of the Plan shall be amended and restated in its entirety as follows:

“1.6 The term ‘Change in Control’ shall mean and be deemed to occur upon a Change in Equity Ownership, a Change in Effective Control, a Change in the Ownership of Assets or a Change by Merger. For this purpose:

1.2 The following sentence shall be added to Section 1.25 of the Plan, to read in its entirety as follows:

“For any year, a Participant’s Salary eligible for deferral hereunder shall include only such amounts actually paid during such year.”

1.3 Section 1.26 of the Plan shall be amended and restated as follows:

“1.26 The term ‘Separation From Service,’ ‘Separation Date’ or ‘Separated From Service’ shall mean the later of the date on which (a) a Participant ceases to serve with the Bank and its Affiliates, whether as an employee or as an independent contractor, or (b) the Bank and such Participant reasonably anticipate that the Participant will perform no further services for the Bank and its Affiliates, whether as a common law employee or an independent contractor. Notwithstanding the foregoing, a Participant may be deemed to incur a Separation From Service hereunder if he or she continues to provide services to the Bank or an Affiliate, provided such services are not more than 20% of the average level of services performed by such Participant, whether as an employee or independent contractor, during the immediately preceding 36-month period.”

1.4 Section 1.28 shall be added to the Plan to read in its entirety as follows:

“1.28 References to ‘key employee’ contained herein shall be deemed to refer to ‘Specified Employee’; a ‘Specified Employee’ shall mean that as of his or her Separation Date a Participant is a ‘key employee’ of the Bank or its Affiliates within the meaning of Code Section 416(i), (ii) or (iii), but determined without regard to paragraph (i)(5) thereof. A Participant who satisfies such requirement as of a December 31st shall be considered a Specified Employee hereunder during the 12-month period commencing on the immediately following April 1st.”

2.1 Section 6.7 of the Plan shall be amended and restated to read in its entirety as follows:

“6.7 Preretirement Death Benefits. (a) If a Participant first commences participation hereunder on or after January 1, 2007, and he or she dies while employed by the Bank or any of its Affiliates, his or her Beneficiary shall receive the amount then credited to his or her Account as of the Payment Date that coincides with or immediately follows the date of his or her death.

(b) If a Participant first commenced participation hereunder before January 1, 2007, and he or she dies while employed by the Bank or any Affiliate, his or her Beneficiary shall receive, in lieu of any benefit hereunder, a preretirement death benefit determined as follows:

- 2 -

(c) Payment of a preretirement death benefit hereunder shall be contingent upon the provision of such information as the Administrator may reasonably request, including, but not limited to a Participant’s death certificate.

(d) A Participant may direct that his or her preretirement death benefit be paid in the form of a single-sum or not more than 15 annual installment payments. Any such election shall be made in the form prescribed by the Administrator and shall be made at the time a Participant first defers hereunder, determined in accordance with Section 3.2 hereof. Once made, any such election shall be irrevocable. If a Participant fails to timely make an election hereunder, his or her preretirement death benefit shall be distributed in the form of a single-sum.”

2.2 Section 6.8 of the Plan shall be amended and restated in its entirety as follows:

“6.8 Death After Separation From Service. If a Participant dies after he or she Separates From Service, his or her Beneficiary shall receive the amount then credited to his or her Account, if any. Each Participant shall elect whether (a) such amount shall be paid to his or her Beneficiary in the form of a single-sum, or (b) any installments otherwise payable to the deceased Participant shall be payable to his or her Beneficiary in accordance with their terms. Each Participant shall make such election on the form prescribed by the Administrator when he or she first defers hereunder, determined in accordance with Section 3.2 hereof. Any such election shall be irrevocable. If a Participant fails to timely make such election, his or her benefit shall be paid in the form of a single-sum.”

3.1 Section 10.10 of the Plan shall be restated in its entirety as follows:

“10.10 Termination . The Board of Directors shall have the right, at any time, to terminate this Plan. In the event of any such termination, the Board shall provide written notice of any such action to each Participant hereunder, and:

- 3 -

3.2 The following transition relief shall be added to section 10.21 of the Plan:

3.3 The following Section 10.22 shall be added to the Plan to read in its entirety as follows:

“10.22 Small Accounts. If the value of a Participant’s Account is not more than the applicable limit determined under Code Section 402(g) as of his or her Disability, death, Separation Date or Payment Date, as the case may be, then notwithstanding any provision of the Plan to the contrary, the Committee shall distribute such amount to the Participant in the form of an immediate single-sum payment as of such date.”

3.4 The following Section 10.23 shall be added to the Plan to read in its entirety as follows:

“10.23 Specified Employee Delay . Notwithstanding any provision of the Plan to the contrary, if a Participant is a Specified Employee as of his or her Separation Date, the commencement of any benefit or distribution made on account of his or her separation from service within the meaning of Code Section 409A shall be delayed until the Payment Date that is at least six whole calendar months following his or her Separation Date. In the event of any delay hereunder, the first payment shall include, without liability for interest or loss of investment opportunity thereon, the principal amount of any benefits otherwise payable between the actual commencement of such benefits and such Participant’s Payment Date.”

- 4 -

This Final 409A Compliance Amendment was executed by an authorized officer of Renasant Bank, to be effective as of the date or dates set forth herein.

- 5 -

Exhibit 10.4

RENASANT BANK

DIRECTORS’ DEFERRED FEE PLAN

(Final 409A Compliance Amendment)

Whereas, Renasant Bank, a financial institution with its principal place of business in Tupelo, Mississippi (the “Bank”), maintains the Renasant Bank Directors’ Deferred Fee Plan, which plan was most recently amended and restated effective as of January 1, 2007 (the “Plan”);

Whereas, such Plan constitutes a “deferred compensation” arrangement within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and must now be amended to comply with the applicable provisions the final regulations promulgated thereunder;

Now, Therefore , the Plan shall be amended effective as of January 1, 2009, as follows.

1.1 Section 1.5 of the Plan shall be amended and restated in its entirety as follows:

“1.5 The term ‘Change in Control’ shall mean and be deemed to occur upon a Change in Equity Ownership, a Change in Effective Control, a Change in the Ownership of Assets or a Change by Merger. For this purpose:

1.2 Section 1.20 of the Plan shall be restated as follows:

“1.20 The term ‘Separation From Service,’ ‘Separation Date’ or ‘Separated From Service’ shall mean the later of the date on which (a) a Participant ceases to serve with the Company, the Bank, or their Affiliates, whether as a member of the Board of Directors, an employee or an independent contractor, or (b) the Company, the Bank, and such Participant reasonably anticipate that the Participant will perform no further services for the Company, the Bank or their Affiliates, whether as a member of the Board, as a common law employee or an independent contractor. Notwithstanding the foregoing, a Participant may be deemed to incur a Separation From Service hereunder if he or she continues to provide services to the Company, the Bank or another Affiliate, provided such services are not more than 20% of the average level of services performed by such Participant, whether as a director, an employee or independent contractor, during the immediately preceding 36-month period.”

1.3 Section 1.21 shall be added to the Plan to read in its entirety as follows:

“1.21 References to ‘key employee’ contained herein shall be deemed to refer to ‘Specified Employee’; a Specified Employee shall mean that a Participant is a ‘key employee’ of the Bank or an Affiliate, within the meaning of Code Section 416(i), (ii) or (iii), but determined without regard to paragraph (i)(5) thereof. A Participant who satisfies such requirement as of a December 31st shall be considered a Specified Employee hereunder during the 12-month period commencing on the immediately following April 1st.”

2.1 Section 6.7 of the Plan shall be amended and restated as follows:

“6.7 Preretirement Death Benefits. (a) If a Participant first commences participation hereunder on or after January 1, 2007, and he or she dies while serving as a member of the Board of Directors, his or her Beneficiary shall receive the amount then credited to his or her Account. Payment shall be made or commence as of the Payment Date that coincides with or immediately follows the date of the Participant’s death.

(b) If a Participant first commenced participation hereunder before January 1, 2007, and he or she dies while serving as a member of the Board of Directors, his or her Beneficiary shall receive, in lieu of any benefit hereunder, a preretirement death benefit determined as follows:

- 2 -

(c) Payment of a preretirement death benefit hereunder shall be contingent upon the provision of such information as the Administrator may reasonably request, including, but not limited to a Participant’s death certificate.

(d) A Participant may direct that his or her preretirement death benefit be paid in the form of a single-sum or not more than 15 annual installment payments. Any such election shall be made in the form prescribed by the Administrator and shall be made at the time a Participant first defers under the Plan, determined in accordance with Section 3.2 hereof. Once made, any such election shall be irrevocable. If a Participant fails to timely make an election hereunder, his or her preretirement death benefit shall be distributed in the form of a single-sum.”

2.2 Section 6.8 of the Plan shall be amended and restated in its entirety as follows:

“6.8 Death After Separation From Service. If a Participant dies after he or she Separates From Service, his or her Beneficiary shall receive the amount then credited to his or her Account, if any. Each Participant shall elect whether (a) such amount shall be paid to his or her Beneficiary in the form of a single-sum, or (b) any installments otherwise payable to the deceased Participant shall be payable to his or her Beneficiary, in accordance with their terms. Each Participant shall make such election on the form prescribed by the Administrator when he or she first defers hereunder, determined in accordance with Section 3.2 hereof. Any such election shall be irrevocable. If a Participant fails to timely make such election, he or she shall be deemed to have elected receipt in the form of a single-sum.”

3.1 Section 10.8 of the Plan shall be restated as follows:

“10.8 Termination . The Board of Directors shall have the right, at any time, to terminate this Plan. In the event of any such termination, the Board shall provide written notice of any such action to each Participant hereunder, and:

3.2 The following transition relief shall be added to section 10.19 of the Plan:

- 3 -

3.3 The following Section 10.20 shall be added to the Plan to read in its entirety as follows:

“10.20 Small Accounts. Notwithstanding any provisions of the Plan to the contrary, if the value of a Participant’s Account is not more than the applicable limit determined under Code Section 402(g) as of his or her Disability, death, Separation Date or Payment Date, as the case may be, then notwithstanding any provision of the Plan to the contrary, the Committee shall distribute such amount to the Participant in the form of an immediate single-sum payment as of such date.”

3.4 The following Section 10.21 shall be added to the Plan to read in its entirety as follows:

“10.21 Specified Employee Delay . Notwithstanding any provision of the Plan to the contrary, if a Participant is a Specified Employee as of his or her Separation Date, the commencement of any benefit or distribution made on account of his or her separation from service within the meaning of Code Section 409A shall be delayed until the later of (a) the first business day of the seventh whole calendar month following his or her Separation Date, or (b) his or her Payment Date. In the event of any delay hereunder, the first payment shall include, without liability for interest or loss of investment opportunity thereon, the principal amount of any benefits otherwise payable between the actual commencement of such benefits and such Participant’s Payment Date.”

This Final 409A Compliance Amendment was executed by an authorized officer of Renasant Bank, to be effective as of the date or dates set forth herein.

- 4 -

Exhibit 10.5

RENASANT CORPORATION

SEVERANCE PAY PLAN

THIS SEVERANCE PAY PLAN (the “Plan”) is adopted and maintained by Renasant Corporation (the “Company”), to be effective as of January 1, 2009. Benefits under this Plan are in lieu of any other severance or similar amount payable on account of your termination of employment under any other plan, policy or program maintained by your Employer.

1. Introduction: This Plan is intended to be a welfare benefit plan within the meaning of ERISA; it provides severance benefits to eligible officers and employees of the Company and any subsidiary of the Company at least 80% of which is owned, directly or indirectly, by the Company (collectively with the Company, called your “Employer”). This document, including Exhibit A, serves as both the Plan document and its summary plan description.

2. Eligibility: You become eligible to receive benefits under the Plan if the Board of Directors of the Company, or any officer of the Company to whom the Board of Directors has delegated authority to act on its behalf with respect to the Plan, designates you as an eligible participant in the Plan (referred to herein as a “Participant”).

a. Regular Severance. If you are a Participant, you will be eligible to receive Regular Severance, provided you satisfy all of the following conditions when your employment ends:

b. Change In Control Severance. If you are a Participant, you will be eligible to receive Change in Control Severance, provided you satisfy all of the following conditions when your employment ends:

3. Benefits: Severance consists of cash benefits and COBRA continuation payments. The amount of your Regular or Change in Control Severance depends upon your position at the time your

employment ends and is subject to any conditions or maximum aggregate payout to all Participants in the Plan, as may be established from time to time by the Board of Directors:

a. Years of Service. A “Year of Service” is measured as a consecutive 12-month period of service; partial years of service are disregarded. If you terminate your employment and you are later rehired, only service from your rehire date will be considered.

b. Premium Payments. If you receive COBRA continuation payments, your Employer will pay COBRA premiums for you and your dependents enrolled in the Company’s health plans (major medical, vision and dental) as of the most recent annual enrollment period. Your COBRA continuation payments are contingent upon your timely election to continue your medical benefits in accordance with COBRA. Payments will end before the number of months specified above if the COBRA continuation period for you or any of your dependents ends earlier.

c. Payments. Cash payments will be paid in the form of a single sum 30 days following the date on which your employment ends, provided you have then satisfied all of the applicable conditions. As a condition of any payment, your Employer can withhold any taxes that are required by law to be withheld.

d. Payment Delay. Although unlikely, if you are a “specified employee” at the time your employment ceases, your Employer may be required to delay some or all of your payments until the first business day of the seventh month following your termination. If this delay occurs, payment will be made as soon as practicable, but without liability for interest or loss of investment opportunity. The definition of the term “specified employee” is included in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and is complex. Generally, it refers to “officers” and others with administrative or managerial authority whose annual compensation is in excess of $130,000 (as may be adjusted from time to time), but not more than a total of 50 employees. Your Employer will determine your status at the time of your termination and inform you if you are a specified employee whose payments are subject to delay.

4. Administration and Claims: The Board of Directors of the Company administers this Plan in its discretion. The Board has delegated to the Company’s Chief Executive Officer the authority to designate the employees of the Company and its subsidiaries eligible to be Participants in the Plan. The Board has delegated to the Company’s Human Resources Department the authority to oversee the day-to-day administration of this Plan. In this capacity, the Human Resources Department, among other things, determines your position at the time of your termination and the amount of your benefit. The Human Resources Department will also provide you with the Waiver and Release necessary to receive your benefits. In connection with its administration of the Plan, the Human Resources Department can adopt rules and procedures and interpret the Plan and any form or document related to the Plan, including the

- 2 -

resolution of uncertainty created by any conflict, ambiguity or omission contained in the Plan and/or its related documents, subject to the final determination of the Board of Directors.

a. Claims. It is not necessary to make a claim or application to receive your Regular or a Change in Control Severance; you will receive any necessary documents from your Employer at the time of your termination. If you believe that you are eligible to receive a benefit, or that the amount of your benefit has not been correctly determined, you can make a claim to have your benefit redetermined. To make a claim, you must file a written statement with the Human Resources Department that explains why you believe you are entitled to a payment and identifies the provisions of the Plan you are relying upon to make your claim.

Once it receives your claim, the Human Resources Department, on behalf of the Board of Directors, will respond, in writing, within 90 days. If it denies your claim, in whole or in part, the response will include the reasons why your claim is denied, and it will identify the Plan provisions and employment records upon which the denial is based. You can appeal a denial by writing to the Human Resources Department not later than 60 days after the denial. Your appeal should explain why you believe the denial is incorrect and it should include any information or documents you believe support your position. Before you submit your appeal, you can request copies of any documents in the possession of your Employer that are relevant to the determination of your benefit, such as your salary history or a copy of the Plan. The Board of Directors will review your appeal and provide you with written notice of its disposition not later than 60 days after it is received.

b. Arbitration. In the event that any dispute or controversy arises in connection with this Plan and you have exhausted the Plan’s claims procedures, your dispute or controversy will be resolved by arbitration. The consideration for your agreement to arbitration is your receipt of benefits under the Plan. Any arbitration proceeding will be conducted in accordance with the employment rules of the American Arbitration Association (“AAA”). Any dispute or claim will be presented to a single arbitrator selected by our mutual agreement (or the arbitrator will be selected in accordance with the rules of the AAA). All determinations of the arbitrator will be final and binding upon you and the Employer. Each party to the arbitration proceeding will bear its own costs in connection with the proceedings, except that the costs and expenses of the arbitrator will be divided evenly between the parties. The venue for any arbitration proceeding and for any judicial proceeding related to this arbitration provision (including a judicial proceeding to enforce this provision) will be in Tupelo, Mississippi, unless another venue is designated by the Board of Directors.

5. Definitions:

a. Cause. You will be deemed to be terminated for “Cause” if your employment is involuntarily terminated because you have:

- 3 -

b. Base Salary. Your “Base Salary” is your annualized base salary.

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

- 4 -

d. Good Reason means that in connection with a Change in Control:

No event or condition described above is considered Good Reason unless (a) you notify the Chief Executive Officer in writing of your objection to such event or condition within 60 days after you learn of such event, (b) such event or condition is not corrected by the Company within 30 days after receipt of such notice, and (c) you resign within 60 days after the expiration of the 30-day period described in subparagraph (b) hereof.

6. General Provisions:

a. Spendthrift Provision. Your benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge to such benefit will be void and given no effect. Any benefit payable under the terms of the Plan is not subject to attachment or legal process, and any such action shall not be recognized by your Employer.

b. Employment Rights. Participation in the Plan is not an employment agreement; nothing contained in the Plan gives you the right to be retained in the employ of your Employer or otherwise modifies your “at will” employment status.

c. Amendment or Termination. Except as provided below, your Employer has no obligation to maintain the Plan for any particular length of time; the Board of Directors of the Company possesses the right, at any time, to amend or terminate this Plan, in whole or in part. Notwithstanding this general authority (i) no amendment or termination will change the amount of your benefit if you are or become eligible to receive it before the adoption or effective date of the amendment or termination, and (ii) no amendment or termination can be made effective during the 24-month period following a Change in Control without your written consent. If the Plan is amended or terminated, you will receive written notice.

d. Rehire. If you are rehired by your Employer, any COBRA continuation payments will stop and you may be required to repay all or a portion of any cash benefit paid to you under the Plan if the number of weeks of Base Salary you received is greater than the number of weeks between your termination and reemployment dates.

e. Coordination with WARN. All payments made under this Plan reduce any amount your Employer may be required to pay to you under the Worker Adjustment and Retraining Notification Act, called WARN.

f. Successors; Binding Plan. This Plan is binding upon your Employer and any successor to your Employer, whether by purchase, merger, consolidation or otherwise. This Plan inures to your benefit and is enforceable by you, including your personal or legal representatives, and executors or heirs. If you die while any amount is payable to you, the remaining amount will be paid to your surviving spouse or estate.

- 5 -

g. Governing Law. The Plan is governed by federal law to the extent applicable, and to the extent not applicable, by the laws of the State of Mississippi.

h. General Assets. Benefits payable from the Plan are paid solely from the general assets of the Employer. The Employer has not established a trust or earmarked any asset to pay benefits, and it has not acquired any form of insurance to fund your benefits.

- 6 -

RENASANT CORPORATION

SEVERANCE PAY PLAN

EXHIBIT A

GENERAL INFORMATION

- 7 -

- 8 -

Exhibit 10.6

RENASANT CORPORATION

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into by and between Stuart R. Johnson (“Executive”) and Renasant Corporation, a Mississippi corporation (the “Company”), and is intended to amend, restate and replace, in its entirety, that certain Employment Agreement by and between Executive and the Company dated as of February 10, 1998 (the “Prior Agreement”).

1.1 “Affiliate” means one or more subsidiaries or other entities with respect to which the Company owns (within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the “Code”)) 50% or more of the total combined voting power of all classes of stock or other equity interests.

1.2 “Base Compensation” means Executive’s annualized base salary.

1.3 “Board” means the Board of Directors of the Company.

1.4 “Cause” means that Executive has:

No act or failure to act on the part of Executive will be deemed “intentional” if it was due primarily to an error in judgment or negligence (but not gross negligence), but will be deemed “intentional” only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or an Affiliate.

1.5 “Change In Control” means and shall be deemed to occur upon a Change in Equity Ownership, a Change in Effective Control, a Change in the Ownership of Assets or a Change by Merger. For this purpose:

The Board shall promptly certify to Executive whether a Change in Control has occurred hereunder, which certification shall not be unreasonably withheld.

1.6 “Code” means the Internal Revenue Code of 1986, as amended.

1.7 “Good Reason” means that in connection with a Change in Control:

2

No event or condition described in this Section 1.7 shall constitute Good Reason unless (a) Executive provides to the Chief Executive Officer notice of his objection to such event or condition not more 60 days after Executive first learns of such event, which notice shall be delivered in writing, (b) such event or condition is not promptly corrected by the Company, but in no event later than 30 days after receipt of such notice, and (c) Executive resigns his employment with the Company and its Affiliates not more than 60 days following the expiration of the 30-day period described in subparagraph (b) hereof.

1.8 “Incentive Bonus” means the amount paid or payable to Executive under the Company’s Performance Based Rewards Plan or similar annual cash bonus arrangement.

1.9 “Termination of employment,” “separation from service,” and words of similar import used herein shall mean the later of the date on which (a) an Executive’s employment with the Company and its Affiliates ceases, or (b) the Company and such Executive reasonably anticipate that Executive will perform no further services for the Company and it’s Affiliates, whether as a common law employee or independent contractor. Notwithstanding the foregoing, Executive may be deemed to incur a separation from service hereunder if he continues to provide services to the Company or an Affiliate, provided such services are not more than 20% of the average level of services performed, whether as an employee or independent contractor, during the immediately preceding 36-month period.

2.1 Termination In Connection With a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, or Executive terminates his employment with the Company for Good Reason, either occurring during the 24-month period following a Change in Control (Executive’s “Eligible Termination”), the Company shall pay or provide to Executive the following:

3

2.2 Limitation on Payments. If the aggregate present value of all payments and benefits due to Executive under this Agreement and any other payment or benefit due to Executive from the Company or an Affiliate or any successor thereto on account of a Change in Control (the “Aggregate Payments”) would be subject to the excise tax imposed by Code Section 4999, such payments or benefits shall be reduced by the minimum amount necessary to result in no portion of the Aggregate Payments, so reduced, being subject to such tax. The determination of whether a reduction is required hereunder shall be made by the Company’s registered independent public accounting firm and shall be binding upon the parties hereto. To the extent practicable, Executive shall be entitled to select the payments or benefits subject to reduction.

2.3 Specified Employee Delay. In the event the Company determines that Executive is a “specified employee” within the meaning of Code Section 409A as of his Eligible Termination, then, notwithstanding any provision of this Agreement to the contrary, the Company shall postpone until the first business day of the seventh calendar month following such termination (the “Delayed Payment Date”) any payment or benefit hereunder which is deemed on account of Executive’s separation from service and not otherwise permitted to be paid or furnished in accordance with the provisions of Code Section 409A and the guidance promulgated thereunder. Any payment made as of Executive’s Delayed Payment Date shall include the principal amount of all payments suspended between Executive’s Eligible Termination and such date, without liability for interest or other loss of investment opportunity.

2.4 Other Benefits and Payments. Amounts payable or provided under this Section 2 shall be in lieu of and not in addition to any severance pay or similar post-termination benefit or payment otherwise provided under any severance pay or similar plan, policy or arrangement maintained by the Company or its Affiliates. Notwithstanding the foregoing, nothing contained herein shall affect the payment or provision of any amount or benefit which the Company and its Affiliates are required by law to pay or provide.

2.5 Further Limitation on Payments. As a condition of the receipt of any cash payment hereunder, Executive acknowledges that the Board retains the discretion to reduce the amount of the benefit to the extent necessary to ensure that all cash benefits paid under this Agreement on account of a Change in Control, when aggregated with similar change in control severance benefits paid under separate plans, policies and arrangements maintained by the Company and its Affiliates, excluding for this purpose payments made under certain employment agreements between the Company and/or Renasant Bank and certain of their executive officers, do not exceed a specified amount, which will be determined by the Board in good faith at the time a Change in Control occurs. The purpose of this limit is to ensure that all severance benefits payable on account of a Change in Control will not be excessive, when considered in the aggregate. If a reduction is required, the Board shall furnish notice to Executive, and, to the extent practicable, the amount of the reduction will be applied on a pro rata basis to all affected executive, officers and employees.

3.1 Consideration for Limitation on Activities. Executive acknowledges that the execution of this Agreement and the payments described herein constitute consideration for the limitations on activities set forth in this Section 3, the adequacy of which is hereby acknowledged.

4

3.2 Intellectual Property. The parties hereto agree that the Company owns all Intellectual Property (as defined below) and associated goodwill. Executive agrees to assign, and hereby assigns to the Company, without further consideration or royalty, the ownership of and all rights to such property and goodwill. The Company shall possess the right to own, obtain and hold in its name any right, registration, or other protection or recordation associated with such Intellectual Property, and Executive agrees to perform, whether during the course of his employment with the Company or an Affiliate or thereafter, such actions as may be necessary or desirable to transfer, perfect and defend the Company’s ownership or registration of such property. Notwithstanding the generality of the foregoing, this provision shall not apply to any property for which no equipment, supplies, facilities or information of the Company was used and which was developed entirely during Executive’s own time, unless such property relates to the business of the Company or an Affiliate or results from any work performed by Executive for the Company or an Affiliate.

For purposes of this Agreement, “Intellectual Property” shall mean all inventions, discoveries, creations, improvements, techniques, trade secrets, products (utility or design), works of authorship or any other intellectual property relating to any programming, documentation, technology, material, product, service, idea, process, method, plan or strategy concerning the business or interests of the Company and its Affiliates that Executive conceives, develops or delivers, in whole or in part, during the period of his employment with the Company and its Affiliates.

3.3 Confidential Information. Executive recognizes and acknowledges that during his employment with the Company and it Affiliates, he will have access to confidential, proprietary, non-public information concerning the Company and its Affiliates, which may include, without limitation, (a) books, records and policies relating to operations, finance, accounting, personnel and management, (b) information related to any business entered into by the Company or an Affiliate, (c) credit policies and practices, databases, customer lists, information obtained on competitors, and tactics, (d) various other non-public trade or business information, including business opportunities and strategies, marketing, acquisition or business diversification plans, methods and processes, work product, and (e) selling and operating policies and practices, including without limitation, policies and practices concerning the identity, solicitation, acquisition, management, resale or cancellation of unsecured or secured credit card accounts, loan or lease accounts or other accounts relating to consumer products and services (collectively, “Confidential Information”). Executive agrees that he will not at any time, either during the course of his employment or afterwards, make any independent use of, or disclose to any other person or organization any Confidential Information, except as may be expressly authorized by the Company, in the ordinary course of Executive’s employment with the Company and its Affiliates or as may be required by law or legal process.

3.4 Return of Property. Upon his termination of employment for any reason, Executive or his estate shall promptly return to the Company all of the property of the Company and its Affiliates, including, without limitation, automobiles, equipment, computers, fax machines, portable telephones, printers, software, credit cards, manuals, customer lists, financial data, letters, notes, notebooks, reports and copies of any of the above and any Confidential Information (as defined in Section 4.3 hereof) that is in the possession or under the control of Executive. Executive shall provide to the Company written certification that he has complied with the provisions of this Section 3.2 not later than ten days after such termination.

3.5 Business Reputation. Executive agrees that during the course of his employment and at all times thereafter he shall refrain from performing any act, engaging in any conduct or course of action or making or publishing an adverse, untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business reputation of the Company or its Affiliates or which adversely

5

affects (or may reasonably adversely affect) the best interests (economic or otherwise) of the Company or an Affiliate, except as may be required by law or legal process.

The Company agrees that during the course of Executive’s employment and thereafter, it shall refrain from performing any act, engaging in any conduct or course of action or making or publishing an adverse, untrue or misleading statement which has or may reasonably have the effect of demeaning Executive, except as may be required by law or legal process.

3.6 Non-Solicitation. Executive agrees that during the Restricted Period (as defined below), he shall not, directly or indirectly, for his own benefit or on behalf of another or to the Company’s detriment:

3.7 Non-Competition . The Executive agrees that he shall not, during the Restricted Period, whether as an executive, officer, director, shareholder, owner, partner, joint venturer, independent contractor, consultant or in another managerial capacity, engage in the Banking Business in the Restricted Area. For purposes of this Section 3.7, the term “Banking Business” shall mean the management and/or operation of a retail bank or other financial institution, securities brokerage, or insurance agency or brokerage. The term “Restricted Area” shall mean within the 100-mile radius of any geographic location in which the Company or an Affiliate has an office on the date of Executive’s termination of employment with the Company and its Affiliates.

3.8 Reformation. The parties agree that each of the prohibitions set forth herein is intended to constitute a separate restriction. Accordingly, should any such prohibition be declared invalid or unenforceable, such prohibition shall be deemed severable from and shall not affect the remainder thereof. The parties further agree that each of the foregoing restrictions is reasonable in both time and geographic scope. If and to the extent a court of competent jurisdiction or an arbitrator, as the case may be, determines that any of the restrictions or covenants set forth in this Agreement are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court or arbitrator deems reasonable and that this Agreement shall be reformed to the extent necessary to permit such enforcement.

3.9 Remedies. In the event of a breach or threatened breach by Executive of the provisions of this section hereof, Executive agrees that the Company shall be entitled to a temporary restraining order or a preliminary injunction (without the necessity of posting bond in connection therewith) and that any additional payments or benefits due to Executive may be suspended, canceled, or forfeited, in the sole discretion of the Company. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from Executive.

6

3.10 Survival. Executive acknowledges that the proscriptions set forth in this Section 3 shall survive the termination of his employment with the Company and its Affiliates and/or the termination or expiration of this Agreement .

3.11 Definition. As used herein, the term “Restricted Period” shall mean the period commencing upon Executive’s termination of employment for any reason and ending (a) two years after Executive’s Eligible Termination, or (b) six months thereafter, in all other cases.

4.1. Not an Employment Agreement. Nothing contained herein shall be deemed to constitute an employment agreement between Executive and the Company or any Affiliate. The parties expressly intend that this Agreement shall not be deemed to modify Executive’s “at will” employment status.

4.2 Mitigation Not Required. As a condition of any payment hereunder, Executive shall not be required to mitigate the amount of such payment by seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive under this Agreement.

4.3 Enforcement of This Agreement. In addition to the Company’s equitable remedies provided under Section 3.9 hereof, which need not be exclusively resolved by arbitration, in the event that any legal dispute arises in connection with, relating to, or concerning this Agreement, or in the event of any claim for breach or violation of any provision of this Agreement, Executive agrees that such dispute or claim will be resolved by arbitration. Any such arbitration proceeding shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”). Any such dispute or claim will be presented to a single arbitrator selected by mutual agreement of the Executive and the Company (or the arbitrator will be selected in accordance with the rules of the AAA). All determinations of the arbitrator will be final and biding upon the Executive and the Company. Except as provided in Section 5.3 hereof, each party to the arbitration proceeding will bear its own costs in connection with such arbitration proceedings, except that unless otherwise paid by the Company in accordance with such section, the costs and expenses of the arbitrator will be divided evenly between the parties. The venue for any arbitration proceeding and for any judicial proceeding related to this arbitration provision (including a judicial proceeding to enforce this provision) will be in Tupelo, Mississippi.

4.4 Attorneys’ Fees. In the event any dispute in connection with this Agreement arises with respect to obligations of Executive or the Company that were required prior to the occurrence of a Change in Control, all costs, fees and expenses, including attorneys’ fees, of any litigation, arbitration or other legal action in connection with such matters in which Executive substantially prevails, shall be borne by, and be the obligation of, the Company.

After a Change in Control has occurred, Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of Executive’s rights under this Agreement by arbitration, litigation or otherwise. Accordingly, if following a Change in Control, the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable or in any way reduce the possibility of collecting the amounts due hereunder, or institutes any litigation or other action or proceeding designed to deny or to recover from Executive the benefits provided or intended to be provided under this Agreement, Executive shall be entitled to retain counsel of Executive’s choice, at the expense of the Company, to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation, the initiation or defense of any

7

litigation, arbitration or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company shall pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Executive in connection with any of the foregoing, without regard to whether Executive prevails, in whole or in part.

In no event shall Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration, litigation or other legal action in connection with this Agreement.

Executive shall claim payment or reimbursement of attorneys’ fees hereunder not later than 90 days after the end of the calendar year in which such claim arises hereunder. The Company shall promptly pay or reimburse such fees, but in no event later than 90 days after it receives proper and complete evidence thereof.

4.5 No Set-Off. There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to Executive provided for in this Agreement.

4.6 Assistance with Litigation. For a period of two years after Executive’s termination of employment with the Company and its Affiliates, Executive will furnish such information and proper assistance as may be reasonably necessary in connection with any litigation in which the Company (or an Affiliate) is then or may become involved, without the payment of a fee or charge, except reimbursement of his direct expenses.

4.7 Headings. Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.8 Entire Agreement. This Agreement constitutes the final and complete understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no other agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein. Executive acknowledges that this Agreement replaces, in its entirety, the Prior Agreement and extinguishes, in their entirety, the Company’s obligations thereunder.

4.9 Amendments. This Agreement may be amended or modified at any time in any or all respects, but only by an instrument in writing executed by the parties hereto.

4.10 Choice of Law. The validity of this Agreement, the construction of its terms, and the determination of the rights and duties of the parties hereto shall be governed by and construed in accordance with the internal laws of the State of Mississippi applicable to contracts made to be performed wholly within such state, without regard to the choice of law provisions thereof.

4.11 Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by facsimile to a facsimile number given below, provided that a copy is sent by a nationally recognized overnight delivery service (receipt requested), or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case as follows:

8

or to such other addresses as a party may designate by notice to the other party.

4.12 Successors; Assignment. This Agreement is personal to Executive and shall not be assigned by him or her without the prior written consent of the Company. This Agreement will inure to the benefit of and be binding upon the Company, its Affiliates, successors and assigns, including, without limitation, any person, partnership, company, corporation or other entity that may acquire substantially all of the Company’s assets or business or with or into which the Company may be liquidated, consolidated, merged or otherwise combined. This Agreement will inure to the benefit of and be binding upon Executive, his heirs, estate, legatees and legal representatives. Any payment due to Executive shall be paid to his surviving spouse or estate after his death.

4.13 Severability. Each provision of this Agreement is intended to be severable. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect the validity or enforceability of any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision was not contained herein. Notwithstanding the foregoing, however, no provision shall be severed if it is clearly apparent under the circumstances that the parties would not have entered into this Agreement without such provision.

4.14 Withholding. As a condition of any payment hereunder the Company or an Affiliate shall withhold any federal, state or local taxes required to be withheld.

4.15 Survival. Notwithstanding anything herein to the contrary, the rights and obligations of the Company and its Affiliates and Executive under Sections 3.2, 4, and 5 hereof shall remain operative and in full force and effect regardless of the expiration or termination of this Agreement or the termination of Executive’s employment hereunder for any reason.

4.16 Waiver. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement will not be construed as a waiver of future performance of any such term, covenant, or condition and the obligations of either party with respect to such term, covenant or condition will continue in full force and effect.

4.17 Term; Expiration and Termination. This Agreement shall be effective as of January 1, 2009, and shall, unless earlier terminated as provided herein, terminate as of the first anniversary hereof; provided, that on the first anniversary of this Agreement and on each subsequent anniversary hereof, this Agreement shall be automatically extended for an additional one-year term unless the Company gives Executive notice of its intent not to renew this Agreement at least 60 days prior to the end of the initial term or any renewal term hereof. This Agreement shall be earlier terminated and the Company’s obligations hereunder shall cease upon Executive’s death, disability or termination of employment with the Company and its Affiliates for any reason, except as provided in Section 2.1 hereof. The Company may earlier terminate this Agreement for Cause, notwithstanding that Executive’s employment with the Company has not been terminated.

9

This Agreement is executed in multiple counterparts as of the dates set forth below, each of which shall be deemed an original, to be effective as designated above.

NO.99891227.3

10

Exhibit 10.7

RENASANT CORPORATION

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into by and between C. Mitchell Waycaster (“Executive”) and Renasant Corporation, a Mississippi corporation (the “Company”), and is intended to amend, restate and replace, in its entirety, that certain Employment Agreement by and between Executive and the Company dated as of September 12, 2000 (the “Prior Agreement”).

1.1 “Affiliate” means one or more subsidiaries or other entities with respect to which the Company owns (within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the “Code”)) 50% or more of the total combined voting power of all classes of stock or other equity interests.

1.2 “Base Compensation” means Executive’s annualized base salary.

1.3 “Board” means the Board of Directors of the Company.

1.4 “Cause” means that Executive has:

No act or failure to act on the part of Executive will be deemed “intentional” if it was due primarily to an error in judgment or negligence (but not gross negligence), but will be deemed “intentional” only if done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or an Affiliate.

1.5 “Change In Control” means and shall be deemed to occur upon a Change in Equity Ownership, a Change in Effective Control, a Change in the Ownership of Assets or a Change by Merger. For this purpose:

The Board shall promptly certify to Executive whether a Change in Control has occurred hereunder, which certification shall not be unreasonably withheld.

1.6 “Code” means the Internal Revenue Code of 1986, as amended.

1.7 “Good Reason” means that in connection with a Change in Control:

2

No event or condition described in this Section 1.7 shall constitute Good Reason unless (a) Executive provides to the Chief Executive Officer notice of his objection to such event or condition not more 60 days after Executive first learns of such event, which notice shall be delivered in writing, (b) such event or condition is not promptly corrected by the Company, but in no event later than 30 days after receipt of such notice, and (c) Executive resigns his employment with the Company and its Affiliates not more than 60 days following the expiration of the 30-day period described in subparagraph (b) hereof.

1.8 “Incentive Bonus” means the amount paid or payable to Executive under the Company’s Performance Based Rewards Plan or similar annual cash bonus arrangement.

1.9 “Termination of employment,” “separation from service,” and words of similar import used herein shall mean the later of the date on which (a) an Executive’s employment with the Company and its Affiliates ceases, or (b) the Company and such Executive reasonably anticipate that Executive will perform no further services for the Company and it’s Affiliates, whether as a common law employee or independent contractor. Notwithstanding the foregoing, Executive may be deemed to incur a separation from service hereunder if he continues to provide services to the Company or an Affiliate, provided such services are not more than 20% of the average level of services performed, whether as an employee or independent contractor, during the immediately preceding 36-month period.

2.1 Termination In Connection With a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, or Executive terminates his employment with the Company for Good Reason, either occurring during the 24-month period following a Change in Control (Executive’s “Eligible Termination”), the Company shall pay or provide to Executive the following:

3

2.2 Limitation on Payments. If the aggregate present value of all payments and benefits due to Executive under this Agreement and any other payment or benefit due to Executive from the Company or an Affiliate or any successor thereto on account of a Change in Control (the “Aggregate Payments”) would be subject to the excise tax imposed by Code Section 4999, such payments or benefits shall be reduced by the minimum amount necessary to result in no portion of the Aggregate Payments, so reduced, being subject to such tax. The determination of whether a reduction is required hereunder shall be made by the Company’s registered independent public accounting firm and shall be binding upon the parties hereto. To the extent practicable, Executive shall be entitled to select the payments or benefits subject to reduction.

2.3 Specified Employee Delay. In the event the Company determines that Executive is a “specified employee” within the meaning of Code Section 409A as of his Eligible Termination, then, notwithstanding any provision of this Agreement to the contrary, the Company shall postpone until the first business day of the seventh calendar month following such termination (the “Delayed Payment Date”) any payment or benefit hereunder which is deemed on account of Executive’s separation from service and not otherwise permitted to be paid or furnished in accordance with the provisions of Code Section 409A and the guidance promulgated thereunder. Any payment made as of Executive’s Delayed Payment Date shall include the principal amount of all payments suspended between Executive’s Eligible Termination and such date, without liability for interest or other loss of investment opportunity.

2.4 Other Benefits and Payments. Amounts payable or provided under this Section 2 shall be in lieu of and not in addition to any severance pay or similar post-termination benefit or payment otherwise provided under any severance pay or similar plan, policy or arrangement maintained by the Company or its Affiliates. Notwithstanding the foregoing, nothing contained herein shall affect the payment or provision of any amount or benefit which the Company and its Affiliates are required by law to pay or provide.

2.5 Further Limitation on Payments. As a condition of the receipt of any cash payment hereunder, Executive acknowledges that the Board retains the discretion to reduce the amount of the benefit to the extent necessary to ensure that all cash benefits paid under this Agreement on account of a Change in Control, when aggregated with similar change in control severance benefits paid under separate plans, policies and arrangements maintained by the Company and its Affiliates, excluding for this purpose payments made under certain employment agreements between the Company and/or Renasant Bank and certain of their executive officers, do not exceed a specified amount, which will be determined by the Board in good faith at the time a Change in Control occurs. The purpose of this limit is to ensure that all severance benefits payable on account of a Change in Control will not be excessive, when considered in the aggregate. If a reduction is required, the Board shall furnish notice to Executive, and, to the extent practicable, the amount of the reduction will be applied on a pro rata basis to all affected executive, officers and employees.

3.1 Consideration for Limitation on Activities. Executive acknowledges that the execution of this Agreement and the payments described herein constitute consideration for the limitations on activities set forth in this Section 3, the adequacy of which is hereby acknowledged.

4

3.2 Intellectual Property. The parties hereto agree that the Company owns all Intellectual Property (as defined below) and associated goodwill. Executive agrees to assign, and hereby assigns to the Company, without further consideration or royalty, the ownership of and all rights to such property and goodwill. The Company shall possess the right to own, obtain and hold in its name any right, registration, or other protection or recordation associated with such Intellectual Property, and Executive agrees to perform, whether during the course of his employment with the Company or an Affiliate or thereafter, such actions as may be necessary or desirable to transfer, perfect and defend the Company’s ownership or registration of such property. Notwithstanding the generality of the foregoing, this provision shall not apply to any property for which no equipment, supplies, facilities or information of the Company was used and which was developed entirely during Executive’s own time, unless such property relates to the business of the Company or an Affiliate or results from any work performed by Executive for the Company or an Affiliate.

For purposes of this Agreement, “Intellectual Property” shall mean all inventions, discoveries, creations, improvements, techniques, trade secrets, products (utility or design), works of authorship or any other intellectual property relating to any programming, documentation, technology, material, product, service, idea, process, method, plan or strategy concerning the business or interests of the Company and its Affiliates that Executive conceives, develops or delivers, in whole or in part, during the period of his employment with the Company and its Affiliates.

3.3 Confidential Information. Executive recognizes and acknowledges that during his employment with the Company and it Affiliates, he will have access to confidential, proprietary, non-public information concerning the Company and its Affiliates, which may include, without limitation, (a) books, records and policies relating to operations, finance, accounting, personnel and management, (b) information related to any business entered into by the Company or an Affiliate, (c) credit policies and practices, databases, customer lists, information obtained on competitors, and tactics, (d) various other non-public trade or business information, including business opportunities and strategies, marketing, acquisition or business diversification plans, methods and processes, work product, and (e) selling and operating policies and practices, including without limitation, policies and practices concerning the identity, solicitation, acquisition, management, resale or cancellation of unsecured or secured credit card accounts, loan or lease accounts or other accounts relating to consumer products and services (collectively, “Confidential Information”). Executive agrees that he will not at any time, either during the course of his employment or afterwards, make any independent use of, or disclose to any other person or organization any Confidential Information, except as may be expressly authorized by the Company, in the ordinary course of Executive’s employment with the Company and its Affiliates or as may be required by law or legal process.

3.4 Return of Property. Upon his termination of employment for any reason, Executive or his estate shall promptly return to the Company all of the property of the Company and its Affiliates, including, without limitation, automobiles, equipment, computers, fax machines, portable telephones, printers, software, credit cards, manuals, customer lists, financial data, letters, notes, notebooks, reports and copies of any of the above and any Confidential Information (as defined in Section 4.3 hereof) that is in the possession or under the control of Executive. Executive shall provide to the Company written certification that he has complied with the provisions of this Section 3.2 not later than ten days after such termination.

3.5 Business Reputation. Executive agrees that during the course of his employment and at all times thereafter he shall refrain from performing any act, engaging in any conduct or course of action or making or publishing an adverse, untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business reputation of the Company or its Affiliates or which adversely

5

affects (or may reasonably adversely affect) the best interests (economic or otherwise) of the Company or an Affiliate, except as may be required by law or legal process.

The Company agrees that during the course of Executive’s employment and thereafter, it shall refrain from performing any act, engaging in any conduct or course of action or making or publishing an adverse, untrue or misleading statement which has or may reasonably have the effect of demeaning Executive, except as may be required by law or legal process.

3.6 Non-Solicitation. Executive agrees that during the Restricted Period (as defined below), he shall not, directly or indirectly, for his own benefit or on behalf of another or to the Company’s detriment:

3.7 Non-Competition . The Executive agrees that he shall not, during the Restricted Period, whether as an executive, officer, director, shareholder, owner, partner, joint venturer, independent contractor, consultant or in another managerial capacity, engage in the Banking Business in the Restricted Area. For purposes of this Section 3.7, the term “Banking Business” shall mean the management and/or operation of a retail bank or other financial institution, securities brokerage, or insurance agency or brokerage. The term “Restricted Area” shall mean within the 100-mile radius of any geographic location in which the Company or an Affiliate has an office on the date of Executive’s termination of employment with the Company and its Affiliates.

3.8 Reformation. The parties agree that each of the prohibitions set forth herein is intended to constitute a separate restriction. Accordingly, should any such prohibition be declared invalid or unenforceable, such prohibition shall be deemed severable from and shall not affect the remainder thereof. The parties further agree that each of the foregoing restrictions is reasonable in both time and geographic scope. If and to the extent a court of competent jurisdiction or an arbitrator, as the case may be, determines that any of the restrictions or covenants set forth in this Agreement are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that such court or arbitrator deems reasonable and that this Agreement shall be reformed to the extent necessary to permit such enforcement.

3.9 Remedies. In the event of a breach or threatened breach by Executive of the provisions of this section hereof, Executive agrees that the Company shall be entitled to a temporary restraining order or a preliminary injunction (without the necessity of posting bond in connection therewith) and that any additional payments or benefits due to Executive may be suspended, canceled, or forfeited, in the sole discretion of the Company. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from Executive.

6

3.10 Survival. Executive acknowledges that the proscriptions set forth in this Section 3 shall survive the termination of his employment with the Company and its Affiliates and/or the termination or expiration of this Agreement .

3.11 Definition. As used herein, the term “Restricted Period” shall mean the period commencing upon Executive’s termination of employment for any reason and ending (a) two years after Executive’s Eligible Termination, or (b) six months thereafter, in all other cases.

4.1. Not an Employment Agreement. Nothing contained herein shall be deemed to constitute an employment agreement between Executive and the Company or any Affiliate. The parties expressly intend that this Agreement shall not be deemed to modify Executive’s “at will” employment status.

4.2 Mitigation Not Required. As a condition of any payment hereunder, Executive shall not be required to mitigate the amount of such payment by seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of Executive under this Agreement.

4.3 Enforcement of This Agreement. In addition to the Company’s equitable remedies provided under Section 3.9 hereof, which need not be exclusively resolved by arbitration, in the event that any legal dispute arises in connection with, relating to, or concerning this Agreement, or in the event of any claim for breach or violation of any provision of this Agreement, Executive agrees that such dispute or claim will be resolved by arbitration. Any such arbitration proceeding shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”). Any such dispute or claim will be presented to a single arbitrator selected by mutual agreement of the Executive and the Company (or the arbitrator will be selected in accordance with the rules of the AAA). All determinations of the arbitrator will be final and biding upon the Executive and the Company. Except as provided in Section 5.3 hereof, each party to the arbitration proceeding will bear its own costs in connection with such arbitration proceedings, except that unless otherwise paid by the Company in accordance with such section, the costs and expenses of the arbitrator will be divided evenly between the parties. The venue for any arbitration proceeding and for any judicial proceeding related to this arbitration provision (including a judicial proceeding to enforce this provision) will be in Tupelo, Mississippi.

4.4 Attorneys’ Fees. In the event any dispute in connection with this Agreement arises with respect to obligations of Executive or the Company that were required prior to the occurrence of a Change in Control, all costs, fees and expenses, including attorneys’ fees, of any litigation, arbitration or other legal action in connection with such matters in which Executive substantially prevails, shall be borne by, and be the obligation of, the Company.

After a Change in Control has occurred, Executive shall not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of Executive’s rights under this Agreement by arbitration, litigation or otherwise. Accordingly, if following a Change in Control, the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable or in any way reduce the possibility of collecting the amounts due hereunder, or institutes any litigation or other action or proceeding designed to deny or to recover from Executive the benefits provided or intended to be provided under this Agreement, Executive shall be entitled to retain counsel of Executive’s choice, at the expense of the Company, to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation, the initiation or defense of any

7

litigation, arbitration or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company shall pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Executive in connection with any of the foregoing, without regard to whether Executive prevails, in whole or in part.

In no event shall Executive be required to reimburse the Company for any of the costs and expenses incurred by the Company relating to arbitration, litigation or other legal action in connection with this Agreement.

Executive shall claim payment or reimbursement of attorneys’ fees hereunder not later than 90 days after the end of the calendar year in which such claim arises hereunder. The Company shall promptly pay or reimburse such fees, but in no event later than 90 days after it receives proper and complete evidence thereof.

4.5 No Set-Off. There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to Executive provided for in this Agreement.

4.6 Assistance with Litigation. For a period of two years after Executive’s termination of employment with the Company and its Affiliates, Executive will furnish such information and proper assistance as may be reasonably necessary in connection with any litigation in which the Company (or an Affiliate) is then or may become involved, without the payment of a fee or charge, except reimbursement of his direct expenses.

4.7 Headings. Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.8 Entire Agreement. This Agreement constitutes the final and complete understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no other agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein. Executive acknowledges that this Agreement replaces, in its entirety, the Prior Agreement and extinguishes, in their entirety, the Company’s obligations thereunder.

4.9 Amendments. This Agreement may be amended or modified at any time in any or all respects, but only by an instrument in writing executed by the parties hereto.

4.10 Choice of Law. The validity of this Agreement, the construction of its terms, and the determination of the rights and duties of the parties hereto shall be governed by and construed in accordance with the internal laws of the State of Mississippi applicable to contracts made to be performed wholly within such state, without regard to the choice of law provisions thereof.

4.11 Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by facsimile to a facsimile number given below, provided that a copy is sent by a nationally recognized overnight delivery service (receipt requested), or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case as follows:

8

or to such other addresses as a party may designate by notice to the other party.

4.12 Successors; Assignment. This Agreement is personal to Executive and shall not be assigned by him or her without the prior written consent of the Company. This Agreement will inure to the benefit of and be binding upon the Company, its Affiliates, successors and assigns, including, without limitation, any person, partnership, company, corporation or other entity that may acquire substantially all of the Company’s assets or business or with or into which the Company may be liquidated, consolidated, merged or otherwise combined. This Agreement will inure to the benefit of and be binding upon Executive, his heirs, estate, legatees and legal representatives. Any payment due to Executive shall be paid to his surviving spouse or estate after his death.

4.13 Severability. Each provision of this Agreement is intended to be severable. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect the validity or enforceability of any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision was not contained herein. Notwithstanding the foregoing, however, no provision shall be severed if it is clearly apparent under the circumstances that the parties would not have entered into this Agreement without such provision.

4.14 Withholding. As a condition of any payment hereunder the Company or an Affiliate shall withhold any federal, state or local taxes required to be withheld.

4.15 Survival. Notwithstanding anything herein to the contrary, the rights and obligations of the Company and its Affiliates and Executive under Sections 3.2, 4, and 5 hereof shall remain operative and in full force and effect regardless of the expiration or termination of this Agreement or the termination of Executive’s employment hereunder for any reason.

4.16 Waiver. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement will not be construed as a waiver of future performance of any such term, covenant, or condition and the obligations of either party with respect to such term, covenant or condition will continue in full force and effect.

4.17 Term; Expiration and Termination. This Agreement shall be effective as of January 1, 2009, and shall, unless earlier terminated as provided herein, terminate as of the first anniversary hereof; provided, that on the first anniversary of this Agreement and on each subsequent anniversary hereof, this Agreement shall be automatically extended for an additional one-year term unless the Company gives Executive notice of its intent not to renew this Agreement at least 60 days prior to the end of the initial term or any renewal term hereof. This Agreement shall be earlier terminated and the Company’s obligations hereunder shall cease upon Executive’s death, disability or termination of employment with the Company and its Affiliates for any reason, except as provided in Section 2.1 hereof. The Company may earlier terminate this Agreement for Cause, notwithstanding that Executive’s employment with the Company has not been terminated.

9

This Agreement is executed in multiple counterparts as of the dates set forth below, each of which shall be deemed an original, to be effective as designated above.

NO.99891227.3

10