X0306 4 2015-07-01 1 0001493491 Heritage Financial Group Inc HBOS 0001325808 Lehr Antone D 721 NORTH WESTOVER BOULEVARD ALBANY GA 31707 1 0 0 1 Chairman Common Stock 2015-07-01 4 D 0 35867 D 0 D Common Stock 2015-07-01 4 D 0 9130 D 0 I By spouse Stock Option (Right to buy) 14.97 2015-07-01 4 D 0 23071 12.03 D 2016-05-19 Common Stock 23071 0 D Stock Option (Right to Buy) 11.94 2015-07-01 4 D 0 20480 15.06 D 2022-07-01 Common Stock 20480 0 D Pursuant to the Agreement and Plan of Merger by and among Renasant Corporation ("Renasant"), Renasant Bank ("Renasant Bank"), Heritage Financial Group, Inc. ("Heritage"), and HeritageBank of the South ("HeritageBank"), dated as of December 10, 2014 (the "Merger Agreement"), on July 1, 2015 (the "Effective Date"), Heritage merged with and into Renasant (the "Merger"), with Renasant continuing as the surviving corporation. Immediately following the Merger, HeritageBank merged with and into Renasant Bank, with Renasant Bank continuing as the surviving banking association. Pursuant to the Merger Agreement, on the Effective Date, each outstanding share of Heritage's common stock was converted into the right to receive 0.9266 shares (the "Exchange Ratio") of Renasant common stock. Restricted shares of Heritage common stock outstanding on the Effective Date became fully-vested and were converted into shares of Renasant common stock, adjusted to reflect the Exchange Ratio. Any fractional share due was paid in cash. Pursuant to the Merger Agreement, on the Effective Date, each in-the-money Heritage stock option became fully-vested and was converted into the right to receive a cash payment equal to (a) the total number of shares subject to such stock option multiplied by (b) the difference between $27.00 and the exercise price of the option, less applicable tax withholdings (the "Option Cancellation"). Stock appreciation rights granted in tandem with the Heritage stock options were cancelled in connection with the Option Cancellation for no additional consideration. The options were granted under the Issuer's 2006 Equity Incentive Plan and vested in five equal annual installments beginning on May 19, 2007. The options were granted under the Issuer's 2011 Equity Incentive Plan and vest in five equal annual installments beginning on July 1, 2012. Reflects the difference between the exercise price of the option and $27.00. /s/ T. Heath Fountain, POA 2015-07-01