SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

August 27, 2010
  E. Robinson McGraw Chairman of the Board, President and Chief Executive Officer Renasant Corporation 209 Troy Street Tupelo, Mississippi 38804-4827
Re: Renasant Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2009   File No. 1-13253

Dear Mr. McGraw:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 11. Executive Compensation, page 88
 Compensation Discussion and Analysis, page 21  of Definite Proxy Statement on Schedule 14A

 1. We note that you set a performance goal for ex ecutives that contemplated a compensation
reward for negative growth in net revenue per share.  In future f ilings, if you contemplate
negative performance targets, please include  disclosure that explains why the
compensation committee chose to reward negative performance and why they believed this would “result in enhanced shareholder value.”

E. Robinson McGraw
Renasant Corporation
August 27, 2010
Page 2

2. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K. Please advise us  of the basis for your conclu sion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.
 Certain Relationships and Re lated Transactions, page 90

 3. We note the disclosure on page 15 of the de finitive proxy statement on Schedule 14A that
loans to insiders were made on substantially  the same terms as those prevailing at the
time for comparable transactions with other persons.  Please confirm, and revise future
filings to disclose, if accurate, that the loan s were made on substantially the same terms,
including interest rates and collateral, as t hose prevailing at the time for comparable loans
with persons not related to  the lender.  Refer to Instruc tion 4(c) to Item 404(a) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.        In responding to our comments, please provide a written statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

      You may contact Gregory Dundas, Attorn ey-Advisor, at (202) 551- 3436 or me at (202) 551-
3464 with any questions.
Sincerely,
          K a t h r y n  M c H a l e         Senior Counsel