SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

James Mabry IV
Chief Financial Officer
Renasant Corporation
209 Troy Street
Tupelo, Mississippi 38804

 Re: Renasant Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-13253
Dear James Mabry IV:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 responsetoseccommentlett

 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Volley and Amit Pande Re: Renasant Corporation Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-13253 Dear Messrs. Volley and Pande: We are in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 2, 2025, addressed to James C. Mabry IV, Chief Financial Officer of Renasant Corporation (the “Company,” “we” or “our”), regarding the above- referenced filing. We appreciate the Staff’s review of our filings. For your convenience, we have included the Staff comment below in boldface followed by our response. Form 10-K for Fiscal Year Ended December 31, 2024 Risk Management – Credit Risk and Allowance for Credit Losses on Loans and Unfunded Commitments, page 49 1. We note that the real estate – commercial mortgage portfolio represents 48% and the non-owner occupied portfolio represents 33% of your total loans held for investment at December 31, 2024. Given the significance of these higher risk loan portfolios and the impact on trends and uncertainties that are reasonably likely to have a material effect on revenues or continuing operations, please revise future filings to further disaggregate the composition of these and other higher risk loans at each period end by collateral type (e.g., by office, hotel, multifamily, etc.), other relevant concentrations (geographic, property type for office loans, etc.) and other characteristics (e.g., current weighted-average loan-to-value ratios, occupancy rates, etc.) to the extent material to an investor’s understanding of credit risk in your higher risk portfolios. As a component of the Company’s credit risk management processes, our credit administration personnel analyze our entire loan portfolio from multiple perspectives, including but not limited to origination channel, industry of the borrower, collateral type and location, loan- to-value ratios, commitment utilization and capital concentration limits. In addition, the Company’s ongoing credit monitoring procedures include, among other things, analyses of trends in asset quality metrics, such as past due and nonaccrual loans, classified and criticized loan ratios

 and risk rating migrations. These procedures are designed to identify concentrations and other risk elements in our loan portfolio and/or credit deterioration in the overall portfolio or individual segments. We acknowledge the Commission’s observations with respect to our higher risk loan portfolios, including our total real estate – commercial mortgage portfolio and the non-owner occupied segment within that portfolio. We will incorporate into future periodic filings disaggregated information on the composition of loans in these segments similar to the disaggregated information that we have presented in our quarterly earnings releases and related presentation materials. We also intend to provide in future filings other disaggregated information relating to these and other portfolio segments, such as concentrations by industry, collateral type, geography or other characteristics, that we determine is likely to be material to an investor’s understanding of how we view credit risk in our various loan portfolios. 2. We note the increase in your nonperforming loans at December 31, 2024 when compared to December 31, 2023, along with your disclosure that the increase is primarily due to current macroeconomic conditions, and that credit risk is monitored and managed on an ongoing basis. Please revise future filings to clarify in additional detail the specific risk management policies, procedures or other actions undertaken by management in response to the current economic environment. The Company evaluates the sensitivity of industry sectors, loan types and underlying collateral to changes in macroeconomic factors. Such factors include, but are not limited to, changes in interest rates, inflation on the cost of goods, labor costs, and supply chain disruptions. When we conclude that these macroeconomic factors indicate a heightened level of credit risk in our portfolio, we expand our risk management procedures to include greater oversight of past due loans, documented plans for problem asset resolution, enhanced monitoring of our overall portfolio, and targeted reviews of loans in categories more susceptible to the deterioration of the macroeconomic factors that we have identified as heightening our credit risk. These expanded risk management procedures help us manage credit risk and adjust production activity so that the Company’s aggregate loan mix is consistent with the risk tolerances approved by our Board of Directors. We intend to provide in future filings additional details regarding specific risk management practices and procedures or other actions taken by management in response to macroeconomic conditions to the extent material to an investor’s understanding of the Company’s monitoring and management of credit risk. If you have any additional questions or require further information, please do not hesitate to contact me at (662) 680-1281 or jim.mabry@renasant.com Sincerely, James C. Mabry IV Chief Financial Officer cc: Mark W. Jeanfreau Mark A. Fullmer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

James Mabry IV
Chief Financial Officer
Renasant Corporation
209 Troy Street
Tupelo, Mississippi 38804

 Re: Renasant Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-13253
Dear James Mabry IV:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Risk Management - Credit Risk and Allowance for Credit Losses on Loans and
Unfunded
Commitments, page 49

1. We note that the real estate commercial mortgage portfolio
represents 48% and the
 non-owner occupied portfolio represents 33% of your total loans held for
investment
 at December 31, 2024. Given the significance of these higher risk loan
portfolios and
 the impact on trends and uncertainties that are reasonably likely to
have a material
 effect on revenues or continuing operations, please revise future
filings to further
 disaggregate the composition of these and other higher risk loans at
each period end
 by collateral type (e.g., by office, hotel, multifamily, etc.), other
relevant
 concentrations (geographic, property type for office loans, etc.) and
other
 characteristics (e.g., current weighted-average loan-to-value ratios,
occupancy rates,
 etc.) to the extent material to an investor s understanding of credit
risk in your higher
 risk portfolios.
2. We note the increase in your nonperforming loans at December 31, 2024
when
 compared to December 31, 2023, along with your disclosure that the
increase is
 April 2, 2025
Page 2

 primarily due to current macroeconomic conditions, and that credit risk
is monitored
 and managed on an ongoing basis. Please revise future filings to clarify
in additional
 detail the specific risk management policies, procedures or other
actions undertaken
 by management in response to the current economic environment.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Document

February 26, 2025

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:     Renasant Corporation (CIK 0000715072)

Annual Report on Form 10-K

For the year ended December 31, 2024

Ladies and Gentlemen:

Enclosed is Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “10-K”). As requested pursuant to General Instruction D(3) to Form 10-K, the financial statements in the 10-K reflect no changes to Renasant Corporation’s accounting principles or practices, or the application of any such principles or practices, from the preceding fiscal year other than changes required as a result of amendments to, or updates of, United States generally accepted accounting principles adopted by the Financial Accounting Standards Board.  For a discussion of these changes, please refer to Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in the 10-K.

If you have any questions or comments concerning this material, please contact me at (662) 680-1281.

Sincerely,

James C. Mabry IV

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 Renasant Corporation

 209 Troy Street

Tupelo, MS 38802

 Via EDGAR

September 13, 2024

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

 Attn: Aisha Adegbuyi

Re:
 Renasant Corporation

Amendment No. 1 to Registration on Form S-4

Filed September 13, 2024

File No. 333-281851

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Renasant Corporation hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to
4:00 p.m., Eastern Time, on September 17, 2024, or as soon as practicable thereafter.

 Please contact Michael P. Reed of
Covington & Burling LLP at (212) 841-1204 with any questions you may have regarding this request. In addition, please notify Mr. Reed by telephone when this request for acceleration has been
granted.

 Respectfully,

 Renasant
Corporation

By:

/s/ C. Mitchell Waycaster

Name:

C. Mitchell Waycaster

Title:

Chief Executive Officer

 cc: M. Ray Cole, Jr., The First Bancshares, Inc.

Frank M. Conner III, Covington & Burling LLP

 Michael P.
Reed, Covington & Burling LLP

 Charlotte May, Covington & Burling LLP

Mark C. Kanaly, Alston & Bird LLP

 William W. Hooper,
Alston & Bird LLP

September 10, 2024
C. Mitchell Waycaster
Chief Executive Officer
Renasant Corporation
209 Troy Street
Tupelo, MS 38804
Re:Renasant Corporation
Registration Statement on Form S-4
Filed August 30, 2024
File No. 333-281851
Dear C. Mitchell Waycaster:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael Reed, Esq.

CORRESP
1
filename1.htm

CORRESP

 June 22, 2018

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Attn: Ms. Erin Purnell

Re:
Renasant Corporation (CIK 0000715072)

Registration Statement on Form S-4 (File No. 333-225395)

Dear Ms. Purnell:

 Renasant Corporation
(the “Registrant”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration Statement. The Registrant requests that the Registration
Statement become effective at 5:00 p.m., Eastern time, on June 26, 2018, or as soon as practicable thereafter.

 If you have any
questions or comments concerning the foregoing, please call the undersigned at (662) 680-1445. Thank you for your assistance.

Very truly yours,

RENASANT CORPORATION

/s/ Mark W. Jeanfreau

Executive Vice President

CORRESP
1
filename1.htm

CORRESP

 June 22, 2018

VIA EDGAR

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549

Re:
Renasant Corporation (CIK 0000715072)

Pre-Effective Amendment No. 1 to

Registration Statement on Form S-4

 Ladies and Gentlemen:

On behalf of Renasant Corporation (the “Registrant”), and pursuant to the requirements of the Securities Act of 1933, as amended, we
are transmitting to you via EDGAR a Pre-Effective Amendment No. 1 to Registration Statement on Form S-4 (File
No. 333-225395) (the “Amendment”). This filing has been marked to show all changes from the Registration Statement on Form S-4 that the Registrant filed
with the Securities and Exchange Commission on June 1, 2018.

 If you have any questions or comments concerning the Registration
Statement, please call the undersigned at (662) 680-1445.

 Very truly yours,

 /s/ Mark W. Jeanfreau

209 Troy Street ~ P.O. Box 709 ~ Tupelo, MS 38802-0709 ~ 662.680.1001 ~ Fax 662.680.1234

Mail Stop 4720

June 12 , 2018

Mark Jeanfreau
Executive Vice President
Renasant Corp
209 Troy Street
Tupelo, MS 38804

Re: Renasant Corp
  Registration Statement on Form S-4
Filed  June 1 , 2018
  File No.  333-225395

Dear Mr. Jeanfreau :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Erin Purnell, Staff Attorney,  at (202) 551 -3454  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Mark Fullmer , Esq.

CORRESP
1
filename1.htm

CORRESP

 June 1, 2018

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Renasant Corporation (CIK 0000715072)

Registration Statement on Form S-4

 Ladies and Gentlemen:

Pursuant to the requirements of the Securities Act of 1933, as amended, Renasant Corporation (the “Registrant”) is transmitting to
you via EDGAR a Registration Statement on Form S-4, including exhibits, for the purpose of registering shares of common stock, $5.00 par value per share, of the Registrant with a maximum aggregate offering
price of $177,155,143 (the “Registration Statement”). The Registrant has paid the registration fee in the amount of $22,056 by wire transfer to your account at U.S. Bank in St. Louis, Missouri.

If you have any questions or comments concerning the Registration Statement, please call the undersigned at (662) 680-1445.

 Very truly yours,

/s/ Mark W. Jeanfreau

 209 Troy Street ~ P.O. Box
709 ~ Tupelo, MS 38802-0709 ~ 662.680.1001 ~ Fax 662.680.1234

Mail Stop 4720

May 2 , 2018

Kevin D. Chapman
Executive Vice President and Chief Financial Officer
Renasant Corporation
209 Troy Street
Tupelo, Mississippi 38804 -4827

Re: Renasant  Corporation
             Form 10 -K for the Fis cal Year Ended December 31, 2017
  Filed February 28, 2018
            File No. 000-13253

Dear Mr. Chapman :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Fis cal Year Ended December 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Net Interest Income, page 51

1. We note your disclosure on pages 51 and 52 of the non -GAAP measures :

 taxable equivalent net interest income , adjusted,
 net interest margin, adjusted
 taxable equivalent interest income on loans, adjusted, and
 taxable equivalent loan yield, adjusted.

These measures exclud e the accretable yield recognized on purchased loans.   It appears
that disclosing financial measures and metrics excluding the impact of purchase

Kevin D. Chapman
Renasant  Corporation
May 2 , 2018
Page 2

 accounting represents an individually tailored recognition and measurement method
which could result in a misleading financial metric that violates Rule 100(b) of
Regulation G.  Please refer to Question 100.04 of the Compliance and Disclosure
Interpretations for guidance.  Therefore, in future filings, including Forms 8 -K, please do
not disclose financial  measures and  metrics that exclude the impact of purchase
accou nting.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact William Schroeder, Staff Accou ntant, at (202) 551 -3294 or me at (202)
551-3437  with any questions.

Sincerely,

 /s/ Michael Volley

 Michael  Volley
Staff  Accountant
Office of Financial Services

Mail Stop 4720

May 7 , 2018

Kevin D. Chapman
Executive Vice President and Chief Financial Officer
Renasant Corporation
209 Troy Street
Tupelo, Mississippi 38804 -4827

Re: Renasant  Corporation
             Form 10 -K for the Fis cal Year Ended December 31, 2017
  Filed February 28, 2018
            File No. 001-13253

Dear Mr. Chapman :

We have completed our review of your filing.  We remind you that the company and its
management are  responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Michael Volley

 Michael Volley
Staff Accountant
Office of Financial Services

CORRESP
1
filename1.htm

		Document

May 4, 2018

VIA EDGAR

Mr. Michael Volley

Division of Corporation Finance

Office of Financial Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:          Renasant Corporation

                Form 10-K for the fiscal year ended December 31, 2017

                Filed February 28, 2018

                File No. 001-13253

Dear Mr. Volley:

We submit this letter in response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above-referenced filing set forth in the letter from the Division of Corporation Finance dated May 2, 2018 from the Division of Corporation Finance.

In this letter, we have reproduced the Staff’s comment in boldface type and have followed the comment with the response of Renasant Corporation (the “Company”).

Form 10-K for the Fiscal Year Ended December 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Net Interest Income, page 51

1.     We note your disclosure on pages 51 and 52 of the non-GAAP measures:

•

 taxable equivalent net interest income, adjusted,

•

 net interest margin, adjusted

•

 taxable equivalent interest income on loans, adjusted, and

•

 taxable equivalent loan yield, adjusted.

These measures exclude the accretable yield recognized on purchased loans. It appears that disclosing financial measures and metrics excluding the impact of purchase accounting represents an individually tailored recognition and measurement method which could result in a misleading financial metric that violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the

Compliance and Disclosure Interpretations for guidance. Therefore, in future filings, including Forms 8-K, please do not disclose financial measures and metrics that exclude the impact of purchase accounting.

We acknowledge the Staff’s comment.  In future filings with the Commission and in other materials subject to Regulation G, the Company will omit any non-GAAP financial measures that exclude the impact of purchase accounting adjustments, including, in particular, taxable equivalent net interest income, adjusted; net interest margin, adjusted; taxable equivalent interest income on loans, adjusted; and taxable equivalent loan yield, adjusted.

If you have any additional questions or require any further information, please do not hesitate to contact me at (662) 680-1450.

Sincerely,

Kevin D. Chapman

Executive Vice President and

Chief Financial and Operating Officer

cc: E. Robinson McGraw

      C. Mitchell Waycaster

CORRESP
1
filename1.htm

		Document

February 27, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

 Renasant Corporation (CIK 0000715072)

Annual Report on Form 10-K

For the year ended December 31, 2017

Ladies and Gentlemen:

Pursuant to General Instruction D(3) to Form 10-K, enclosed is Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “10-K”). The financial statements in the 10-K do not reflect any changes in Renasant Corporation’s accounting principles or practices, or in the method of applying such accounting principles or practices, from the preceding fiscal year because there were no such changes.

If you have any questions or comments concerning this material, please contact me at (662) 680-1450.

Yours sincerely,

Kevin D. Chapman
Executive Vice President and
Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 April 27, 2017

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Attn: Mr. Joshua Dilk

Re:
Renasant Corporation (CIK 0000715072)

Registration Statement on Form S-4 (File No. 333-216813)

 Dear Mr. Dilk:

Renasant Corporation (the “Registrant”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, the
acceleration of the effective date of the above-referenced Registration Statement. The Registrant requests that the Registration Statement become effective at 3:30 p.m., Eastern time, on April 28, 2017, or as soon as practicable thereafter.

 If you have any questions or comments concerning the foregoing, please call the undersigned at (662) 680-1450. Thank you for your
assistance.

 Very truly yours,

RENASANT CORPORATION

/s/ Kevin D. Chapman

 Executive Vice President and

 Chief Financial
Officer

Mail Stop 4720
March 24, 2017

Mr. Kevin Chapman
Chief Financial Officer
Renasant Corporation
209 Troy Street
Tupelo, M S 38804

Re: Renasant Corporation
  Registration Statement on Form S-4
Filed  March 17, 2017
  File No.  333-216813

Dear Mr. Chapman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Joshua Dilk, Staff Attorney,  at (202) 551 -3427  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Mark Jeanfreau, Esq.

CORRESP
1
filename1.htm

CORRESP

 February 5, 2015

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Attn: Mr. Jonathan E. Gottlieb

Re:
Renasant Corporation (CIK 0000715072)

 Registration Statement on Form S-4 (File
No. 333-208753)

 Dear Mr. Gottlieb:

Renasant Corporation (the “Registrant”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, the
acceleration of the effective date of the above-referenced Registration Statement. The Registrant requests that the Registration Statement become effective at 3:30 p.m., Eastern time, on February 8, 2016, or as soon as practicable thereafter.

 In connection with this acceleration request, the Registrant acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments concerning the foregoing, please call the undersigned at (662) 680-1450. Thank
you for your assistance.

Very truly yours,

 RENASANT CORPORATION

 /s/ Kevin D. Chapman

 Executive Vice President and

 Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 January 29, 2016

VIA EDGAR

 Ms. Era Anagnosti

Legal Branch Chief – Office of Financial Services

Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Renasant Corporation

 Registration Statement on Form S-4

Filed December 24, 2015

File No. 333-208753

Dear Ms. Anagnosti:

 We submit this letter
in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated January 11, 2016 (the “Comment Letter”) relating to the above-referenced
registration statement (the “Registration Statement”). Concurrently with the submission of this letter, Renasant Corporation (the “Company”) is filing a Pre-Effective Amendment No. 1 to Registration Statement on Form S-4
(the “Amendment”) that reflects the Company’s responses to the Staff’s comments set forth below.

 As referenced in the
letter accompanying the Company’s filing of the Registration Statement on Form S-4 on December 24, 2015, the Company requested that the Office of Chief Accountant of the Division of Corporation Finance (the “OCA”) waive the
requirement that the Company include in such Registration Statement unaudited interim financial statements of Heritage Financial Group, Inc. (“Heritage”) (which the Company acquired effective July 1, 2015) as of and for the six-month
period ended June 30, 2015 and pro forma financial information for the Heritage acquisition as of and for the period ended June 30, 2015. By letter dated January 8, 2016, the OCA indicated that it would not object if the unaudited
interim financial statements of Heritage as of and for the six-month period ended June 30, 2015 are not included in the Registration Statement but that it could not agree with the Company’s request to exclude pro forma financial
information for the Heritage acquisition as of and for the period ended June 30, 2015. On January 11, 2016, the Company filed a Current Report on Form 8-K with the pro forma financial information for the Heritage acquisition as of and for
the period ended June 30, 2015 attached as Exhibit 99.1 thereto.

 In this letter, we have reproduced the comments from the Comment
Letter in italicized, boldface type and followed each comment with the Company’s response. Except as otherwise specifically indicated, page references in the Company’s responses correspond to the pages of the Amendment.

Compensation to BSP, page 41

 1. As
required by Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A, please revise your disclosure to quantify the fee KeyWorth Bank paid to BSP when it rendered its fairness opinion, as well as describe the contingent nature and the
amount of the fees to be paid to BSP upon the closing of the merger transaction. To the extent known, please disclose the amount of the fees paid by KeyWorth Bank to PBS during the past two years for its services as KeyWorth’s financial
advisor.

 Ms. Era Anagnosti

January 29, 2016

 Page 2

The disclosure under the heading “Opinion of KeyWorth’s Financial Advisor—Compensation to BSP” on page 41 has been revised
to include information quantifying the fees paid to BSP Securities, LLC (“BSP”) for rendering its fairness opinion, the fees payable to BSP upon the closing of the merger and the fees paid to BSP for its services as KeyWorth’s
financial advisor during the past two years.

 Opinion of BS Securities, LLC, Annex B

2. Please have BSP revise its fairness opinion to delete the limitation on reliance in the second to last sentence in the penultimate
paragraph on page B-3 of the opinion.

 BSP has revised its fairness opinion to delete the limitation on reliance set forth
therein. A copy of the as-revised BSP fairness opinion has been included in the Amendment as Annex B.

 Employment Agreement with Renasant, page 44

 3. Please file as exhibits the employment agreements with Messrs. Pope and Stevens, KeyWorth Bank’s current Chief Executive
Officer and President and Chief Operating Officer, respectively, or otherwise tell us why you are not required to file them. Refer to Item 601(b)(10) of Regulation S-K for guidance.

The employment agreements between Renasant Bank, the Company’s wholly-owned subsidiary, and each of Mr. Pope and Mr. Stevens
have been filed in the Amendment as Exhibits 10.2 and 10.3, respectively.

 * * * * *

If you have any additional questions or require any further information, please do not hesitate to contact me at (662) 680-1200 or Kevin
D. Chapman, Executive Vice President and Chief Financial Officer, at (662) 680-1450.

Sincerely,

/s/ E. Robinson McGraw

 Chairman, President and

 Chief Executive
Officer

cc:
Jonathan E. Gottlieb

 Kevin D. Chapman

Mark W. Jeanfreau

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

DIVISION OF
  CORPORATION FINANCE
         MAIL STOP 4720

January  11, 201 6

Via E -Mail
Mr. E. Robinson McGraw
Chairman of the Board, President and Chief Executive Officer
Renasant Corporation
209 Troy Street
Tupelo, MS 38804 -4827

Re: Renasant Corporation
 Registration Statement on Form S -4
Filed December 24, 2015
  File No. 333-208753

Dear Mr. McGraw :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and
providing the requested information.   If you do not believe our comments apply t o your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have ad ditional
comments.

Compensation to BSP, page 41

1. As required by Item 4(b) of Form S -4 and Item 1015(b)(4) of Regulation M -A,
please revise your disclosure  to quantify the fee KeyWorth Bank paid to BSP
when it rendered its fairness opinion , as well as describe the contingent nature and
the amount of the fees to be paid to BSP  upon the closing of the merger
transaction.  To the extent known, please disclose the amount of the fees paid by
KeyWorth Bank to PBS during the past two years for its services as  KeyWorth ’s
financial advisor.

Mr. E. Robinson McGraw
Renasant Corporation
January  11, 201 6
Page 2

 Opinion of BSP Securities, LLC, Annex B

2. Please have  BSP revise its fairness opinion to delete the limitation on reliance in
the second to last sentence in the penultimate  paragraph on page B -3 of the
opinion.

Employment  Agreement with Renasant, page 44

3. Please file as exhibit s the employment agreement s with Messrs. Pope  and
Stevens , KeyWorth Bank’s current  Chief Executive Officer and President and
Chief Operating Officer , respectively,  or otherwise tell us why you are no t
required to file them.  Refer to Item 601(b)(10) of Regulation S -K for guidance .

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement, please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commiss ion from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time for us to revi ew any
amendment prior to the requested effective date of the registration statement.

Mr. E. Robinson McGraw
Renasant Corporation
January  11, 201 6
Page 3

 Please contact Jonathan E. Gottlieb , Staff Attorney , at (202) 551 -3416 or me at
(202) 551 -3369 with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
        Office of Financial Services

cc: Mark W. Jeanfreau , Esquire (via e -mail)

December 10 , 201 2

Via Email
Kevin D. Chapman
Chief Financial Officer
Renasant  Corp.
209 Troy Street
Tupelo, Mississippi   38804 -4827

Re: Renasant Corp .
Form 10-K for the Fiscal Year E nded December 31, 20 11
Filed  March 8 , 2012
Form 10 -Q for the period ended September  30, 2012
Filed  November 9 , 2012
File No. 1-13253

Dear M r. Chapman :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and a ll applicable rules require.

Sincerely,

 /s/ Michael R. Clampitt

            Michael Clampitt
Senior Attorney

CORRESP
1
filename1.htm

Correspondence Letter

 November 20, 2012

 VIA EDGAR

 Mr. Michael R. Clampitt

Senior Attorney

 Securities and Exchange
Commission

 Washington, D.C. 20549

Re:
Renasant Corporation (the “Company”)

 Form 10-K for the Period Ended December 31, 2011

 Filed
March 8, 2012

 Form 10-Q for the Period Ended June 30, 2012

Filed August 9, 2012

 File No. 1-13253

 Dear Mr. Clampitt:

We are writing in response to your letter dated November 6, 2012 providing comments to the Company’s Annual Report on Form 10-K
for the period ended December 31, 2011, filed with the Securities and Exchange Commission (the “Commission”) on March 8, 2012, and the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2012,
filed with the Commission on August 9, 2012.

 Your comments are as follows:

Form 10-K for the Fiscal Year Ended December 31, 2011

Item 1. Business, page 1

 1. With regards to your first risk factor on page 14, and noting your loan portfolio change to focus on commercial mortgages instead of construction loans, revise here (or provide as trend information
in the MD&A) to describe changes in economic conditions in the markets in which you operate during the periods presented by the financial statements. This might include, for example, changes in average income, unemployment, and commercial
vacancy rates, etc.

 With respect to the current economic conditions affecting the Company and the markets in which it
operates, although the United States and global economies have suffered a deep recession during the last several years, overall economic conditions have begun to show signs of improvement over the last few quarters, not only globally and nationally
but also in the markets in which the Company operates. Vacancy rates in commercial properties in the Company’s markets have declined each of the last four quarters, while rate concessions previously offered to induce demand for commercial
loans are no longer commanded by the market. Similarly, occupancy rates in multifamily residences have increased, while unused supplies of single family housing inventory have declined. The markets in the Company’s footprint have also
seen increases in average rental rates and a slight increase in median home prices over the past year, which management believes indicates that these markets are beginning to stabilize.

 Mr. Michael R. Clampitt

 November 20, 2012

  Page
 2

 The unemployment rate has improved compared to the last few years in each of the
Company’s markets with some locations outperforming the improvement in national and relevant state unemployment averages. Furthermore, while the median household income nationally has remained relatively flat since 2009, median household
income during the same period increased in Mississippi, Alabama, and Georgia with relatively no change in Tennessee. The Company is optimistic about future growth in employment in its markets due to multiple announcements of large employers
relocating or expanding into these markets as well as large mixed-use projects planned for 2013.

 In future filings, the
Company will include similar disclosure in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, with the actual disclosure tailored to reflect the particular facts and circumstances prevailing at
the time. As a general matter, the discussion of the changes in economic conditions in the Company’s markets will address macroeconomic factors, including the overall state of the United States and global economies and any impact from
legislative or regulatory changes affecting the banking and financial services industries, as well as factors specific to the Company and the particular markets in which it operates, such as employment and income trends and real estate values.

 Note D – Loans and the Allowance for Loan Losses, page 80

2. In your roll forward of restructured loans on page 82, you show loans reclassified to nonperforming as decreasing the balance of
restructured loans. Please explain to us what this line item represents and why the balance of restructured loans decreased due to the loan being classified as nonperforming. We note that loans that meet the definition of a troubled debt
restructuring can be accruing or non-accruing and that banks generally include both accruing and non-accruing restructurings in their troubled debt restructuring disclosure.

Restructured loans are those for which concessions have been granted to the borrower due to a deterioration of the borrower’s
financial condition and are performing in accordance with the new terms. If a restructured loan is not performing in accordance with its restructured terms and is either contractually 90 days past due or placed on nonaccrual status, then the Company
reports such loan as a nonperforming loan.

 The Company included the foregoing discussion in its Quarterly Report on Form 10-Q
for the period ended September 30, 2012, filed with the Commission on November 9, 2012, in Note D, “Loans and the Allowance for Loan Losses,” under the heading “Restructured Loans” in the Notes to Consolidated Financial
Statements of the Company in Item 1, “Financial Statements” on page 17 and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results Of Operations,” under the heading “Risk
Management—Nonperforming Assets” on page 57.

 The Company also disclosed the balance of restructured loans
classified as nonperforming loans for periods presented in its Quarterly Report on Form 10-Q for the period ended September 30, 2012 in Note D, “Loans and the Allowance for Loan Losses,” under the heading “Past Due and Nonaccrual
Loans” in the Notes to Consolidated Financial Statements of the Company in Item 1, “Financial Statements” on page 14. The Company also will include such disclosure in subsequent future filings.

 Mr. Michael R. Clampitt

 November 20, 2012

  Page
 3

 Form 10-Q for the Fiscal Quarter Ended June 30, 2012

Note H – Fair Value Measurements, page 26

 3. Please revise future filings to provide quantitative information about the significant unobservable inputs (e.g. estimated selling costs, etc.) used in the fair value measurement for each class of
your nonrecurring measurements categorized within level 3. Refer to ASC 820-10-50-2-bbb for guidance and ASC 820-10-55-103 for example disclosure.

 The Company estimates the fair value of certain financial assets on a nonrecurring basis. These assets, which include impaired loans and other real estate owned, are valued based on the appraised value of
the underlying collateral less estimated selling costs.

 The Company provided the quantitative disclosures about the
significant unobservable inputs used in the fair value measurement for each class of nonrecurring measurements categorized within level 3 in its Quarterly Report on Form 10-Q for the period ended September 30, 2012, in Note J, “Fair Value
Measurements,” in the Notes to Consolidated Financial Statements of the Company in Item 1, “Financial Statements.” The Company also will include such disclosure in subsequent future filings.

Management’s Discussion and Analysis of Financial Condition and Results Of Operations, page 36

4. Due to the significance of net interest margin on your results of operations, please revise future interim filings to include a
rate/volume analysis similar to the analysis on page 12 of your December 31, 2011 Form 10-K. We note Item 303(b) of Regulation
S-K.

 The Company provided a rate/volume analysis, in tabular format, for the three and nine months ended September 30, 2012 and 2011, respectively, in its Quarterly Report on Form 10-Q for the period
ended September 30, 2012, in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results Of Operations,” under the heading “Net Interest Income” on page 44 and page 52. The Company also will
include the requested disclosure in future interim filings.

 5. We note significant discussion and analysis of your results
of operations for the periods presented except for the underlying reasons for trends and changes in your credit quality. Please tell us in detail and revise future filings to provide more qualitative discussion of the trends in your credit quality
and to more comprehensively bridge the gap between the changes in the credit quality of your loan portfolio and the amount of your provision for loan loss recorded during the period and the amount of the allowance for loan losses at period end.

 Beginning in 2008, the Company began recording its provision for loan losses higher than historical levels to address
credit deterioration resulting from the effects of the economic downturn on the ability of the Company’s borrowers to make timely payments or repay their loans at maturity, especially in connection with the construction and land development
segment of the loan portfolio. This deterioration was reflected in the increase in nonperforming loans, as well as the decline in market values of underlying collateral securing loans, primarily real estate, which peaked in 2010. In addition, during
these periods management worked to proactively identify potential credit deterioration in the loan portfolio through the internal loan grading system, and management increased the provision for loan losses, which resulted in an increase in the
allowance for loan losses, to address any potential deterioration that was identified.

 Mr. Michael R. Clampitt

 November 20, 2012

  Page
 4

 Since 2010, however, the Company has experienced improvement in its credit quality
measures as evidenced by lower levels of classified loans, total past due loans and nonperforming loans. The decrease in nonperforming and past due loans is attributable to a number of factors. The Company’s continued efforts to bring problem
credits to resolution, primarily through the foreclosure process, has had a significant effect. In addition, the markets in which the Company operates have experienced declining inventories of single family properties, lower vacancy rates on
commercial and multifamily properties, increasing levels of median household incomes and the addition of several large employers which has resulted in declining unemployment rates. As the improving economic conditions in the Company’s markets
resulted in lower levels of classified loans as compared to previous periods and management simultaneously resolved problem credits, management determined that the allowance for loan losses was at a level adequate to absorb probable losses on the
existing loan portfolio. Accordingly, the Company has recorded lower levels of provision for loan losses.

 In future filings,
the Company will include similar disclosures regarding trends and changes with respect to credit quality, with the actual disclosure tailored to reflect the particular facts and circumstances prevailing at the time.

Signature Page

 6. Pursuant to the signature requirements for Form 10-K, please revise to identify the person serving in the capacity of principal accounting officer.

Kevin D. Chapman serves as the Company’s principal accounting officer. This information was inadvertently omitted from
Mr. Chapman’s signature line in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The Company will include this information when required in its future filings.

* * * * *

 In
connection with the Company’s responses, the Company acknowledges that:

•
the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•
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 federal securities laws of the United
States.

 Mr. Michael R. Clampitt

 November 20, 2012

  Page
 5

 If you have any additional questions or require any further information, please do not
hesitate to contact me at (662) 680-1200 or Kevin D. Chapman, Executive Vice President and Chief Financial Officer, at (662) 680-1450.

 Sincerely,

 E. Robinson McGraw

Chairman, President and

 Chief Executive Officer

cc:
Stuart R. Johnson

Kevin D. Chapman

Mark A. Fullmer

November 6 , 201 2

Via Email
Kevin D. Chapman
Chief Financial Officer
Renasant  Corp.
209 Troy Street
Tupelo, Mississippi   38804 -4827

Re: Renasant Corp .
Form 10-K for the Fiscal Year E nded December 31, 20 11
Filed  March 8 , 2012
Form 10 -Q for the period ended June  30, 2012
Filed  August 9 , 2012
File No. 1-13253

Dear M r. Chapman :

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 advising us when you will provide the requested
respo nse.  Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosures.   If you do not believe our
comm ents apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additi onal comments.

December 31, 2011 Form 10 -K

Business, page 1

1. With regards to your first risk factor on page 14, and noting your loan portfolio change to
focus on commercial mortgages instead of construction loans, revise here (or pr ovide as
trend information in the MD&A) to describe changes in economic conditions in the
markets in which you operate during the periods presented by the financial statements.
This might include, for example, changes in average income, unemployment, and
commercial  vacancy rates, etc.

Kevin D. Chapman
Renasant  Corp.
November 6 , 2012
Page 2

Note D – Loans and the Allowance for Loan Losses, page 80

2. In your roll forward of restructured loans on page 82, you show loans reclassified to
nonperforming as decreasing the balance of restructured loans.  Please explain  to us what
this line item represents and why the balance of restructured loans decreased due the loan
being classified as nonperforming.  We note that loans that meet the definition of a
troubled debt restructuring can be accruing or non -accruing and that  banks generally
include both accruing and non -accruing restructurings in their troubled debt restructuring
disclosure.

June 30, 2012 Form 10 -Q

Note H – Fair Value Measurements, page 26

3. Please revise future filings to provide quantitative information about the significant
unobservable inputs (e.g. estimated selling costs, etc.) used in the fair value measurement
for each class of your nonrecurring measurements categorized within level 3.  Refer to
ASC 820 -10-50-2-bbb for guidance and ASC 820 -10-55-103 for example disclosure.

Management’s Discussion and Analysis of Financial Condition and Results
of Operations, page 36

4. Due to the significance of net interest margin on your results of operations, please revise
future interim filings to include a rate/v olume analysis similar to the analysis on page 12
of your December 31, 2011 Form 10 -K.  We note Item 303(b) of Regulation S -K.

5. We note significant discussion and analysis of your results of operations for the periods
presented except for the underlying reasons for trends and changes in your credit quality.
Please tell us in detail and revise future filings to provide more qualitative discussion of
the trends in your credit quality and to more comprehensively bridge the gap between the
changes in the cre dit quality of your loan portfolio and the amount of your provision for
loan loss recorded during the period and the amount of the allowance for loan losses at
period end.

Signature Page

6. Pursuant to the signature requirements for Form 10 -K, please revise  to identify
 the person serving in the capacity of principal accounting officer.

Kevin D. Chapman
Renasant  Corp.
November 6 , 2012
Page 3

             We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informati on the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 disclos ures 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 disclosure 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 th e federal securities laws of the United States.

You may contact Michael Volley at (202) 551 -3474 or John Nolan, Senior Assistant
Chief Accountant, at (202) 551 -3492 if you have any questions regarding comments on the
financial statements and related matt ers.  Please contact David Lyon  at (202) 551 -3421  or me  at
(202) 551 -3434 with any questions.

Sincerely,

 /s/ Michael R. Clampitt

            Michael Clampitt
Senior Attorney

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

DIVISION OF
  CORPORATION FINANCE

September 15, 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 completed our review of your Form  10-K for the fiscal year ended December
31, 2009, and we have no further comments.
Sincerely,
          K a t h r y n  M c H a l e         Senior Counsel

CORRESP
1
filename1.htm

Correspondence

 September 3, 2010

VIA EDGAR

 Mr. Gregory Dundas

 Attorney-Advisor

 Securities and
Exchange Commission

 Washington, D.C. 20549

Re:
Renasant Corporation (the “Company”)

Form 10-K for the Period Ended December 31, 2009

File No. 001-13253

 Dear
Mr. Dundas:

 We are writing in response to your letter dated August 27, 2010 providing comments to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2010.

Your comments are as follows:

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

Item 11. Executive Compensation, page 88

Compensation Discussion and Analysis, page 21 of Definitive Proxy Statement on Schedule 14A

1. We note that you set a performance goal for executives that contemplated a compensation reward for negative growth in net revenue
per share. In future filings, 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.”

 The Company will provide the requested disclosure in future filings if negative performance
targets are set for the Company’s executives.

 2. We note that you have not included any disclosure in response to
Item 402(s) of Regulation S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.

The major facets of the Company’s compensation program for its employees consists of base salary, annual short-term cash incentives
and equity incentives. In our view, the element of the Company’s compensation program most susceptible to creating risks that could have an adverse effect on the Company is the incentive program, which is addressed immediately below.

 Mr. Gregory Dundas

September 3, 2010

  Page
 2

 The Company incents its executive officers, including the majority of its non-executive
officers, through its existing incentive programs. Both short-term cash incentives and equity incentives are based on Company-wide earnings enhancement (or, for 2009, the mitigation of the impact on the Company’s earnings from the downturn in
the United States economy in general and the banking industry in particular). Management and the Compensation Committee of the Company’s Board of Directors believe that long-term shareholder value is enhanced as the Company’s earnings
increase or, in the context of industry-wide declines in earnings, decrease less relative to other financial institutions.

 We
recognize that, under any incentive plan, there is some level of risk that employees may attempt to manipulate the intent of the plan through excessive risk taking. The structure of the Company’s incentive programs (both the short-term cash
incentive program and the equity incentive program) mitigates this risk in the following ways:

•

 Company-wide performance metrics are used to measure the performance of participating employees, and incentive compensation is paid on the basis of
such performance. We would like to particularly note that incentives for our lending employees are based on these metrics. Our use of these metrics is designed to create a culture where employees will understand that the outcome of his or her
incentives is unlikely to be materially affected by his or her own excessive risk taking.

•

 Multiple performance metrics are used, making it more difficult to manipulate the overall incentive.

•

 The threshold, target and superior performance levels for the incentives are based on a budget derived from balance sheet or product growth projected
by executive management, with the approval of the Compensation Committee. The projected balance sheet or product growth is based on conservative community banking models (i.e. loans, deposits, margins, credit quality, fee income, expense control)
with the necessary approval and monitoring processes to support this model.

 In the fourth quarter of 2009,
executive management and the Compensation Committee undertook a comprehensive evaluation of the Company’s compensation policies and practices for its employees, including the Company’s incentive programs, to determine whether any policy or
practice created any risk that was reasonably likely to have a material adverse effect on the Company. Executive management and the Compensation Committee concluded that the Company’s compensation practices, including its incentive programs,
did not create any risk that was reasonably likely to have a material adverse effect on the Company, for the following reasons:

•

 We use a balanced compensation structure designed to provide incentives aligned with short and long term shareholder interests;

•

 Base salary is the largest component of our compensation program. Not only is base salary a fixed amount and thus inherently not subject to
manipulation, but the fact that it represents a substantial portion of our employees’ total compensation lessens the possibility that an employee will focus on incentives, which are in all instances capped at a percentage of base salary, that
might expose the Company to excessive risk;

•

 For lenders who participate in the incentive programs, minimum levels of loan quality thresholds must be met by a lender in order for any incentive
compensation to be awarded; and

 Mr. Gregory Dundas

September 3, 2010

  Page
 3

•

 The Company has a code of ethics and business conduct applicable to all of our employees. We also have an ethics hotline which provides the caller a
confidential means to report suspected instances of fraud directly to our Chief Risk Officer and the Chairman of the Audit Committee of our Board of Directors. Additionally, the Company has established internal controls that are designed to alert us
prior to any action by an employee that might expose the Company to an excessive risk. We believe these measures help to create an atmosphere that discourages excessive risk taking.

Certain Relationships and Related Transactions, page 90

3. We note the disclosure on page 15 of the definitive 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 loans were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender. Refer to Instruction 4(c) to Item 404(a) of Regulation S-K.

The Company confirms that loans to Company insiders covered by the disclosure on page 15 of the Company’s definitive proxy statement
on Schedule 14A were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or any of its affiliates. Future filings will contain
the revised disclosure, if accurate.

 In connection with the Company’s responses, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 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 federal securities laws of
the United States.

 If you have any additional questions or require any further information, please do not
hesitate to contact me at (662) 680-1200 or Stuart R. Johnson, Executive Vice President and Chief Financial Officer, at (662) 680-1472.

Sincerely,

E. Robinson McGraw

Chairman, President and

Chief Executive Officer

cc:
Stuart R. Johnson

 Kevin D.
Chapman

 Mark A. Fullmer

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561
      May 30, 2006

E. Robinson McGraw
Chief Executive Officer
Renasant Corp.
209 Troy Street
Tupelo, Mississippi 38802

      Re:	Renasant Corp
		Registration Statement on Form S-3
      Filed May 19, 2006
		File No. 333-134305

Dear Mr. McGraw

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General Comments on this Filing
1. Please provide us with your detailed legal analysis of the
exemption relied upon for the exercise of the warrants.  If
Renasant
or its predecessor company has previously registered the warrants,
please advise the staff as to the date and file number of the
previous registration statement.  Furthermore, please detail the
exercise criteria for the warrants, any transfer restrictions and
detail whether any of the warrants have been exercised at this
time.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please me at 202 51-3419 with any questions.

      					Sincerely,

      Christian Windsor
								Special Counsel

CC:	Via Fax: (504) 568-9130
      Jane E. Armstrong, Esq.
      Mark Jeanfreau, Esq.
      Phelps Dunbar LLP
      Suite 2000, 365 Canal Street
      New Orleans, LA 70130

E. Robinson McGraw, CEO
Renasant Corp.
May 30, 2006
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Acceleration Request

 New Orleans,

 LA

 Baton Rouge,

 LA

 Houston, TX

 London, England

 Canal Place

 365 Canal Street • Suite 2000

 New Orleans, Louisiana 70130-6534

 (504) 566-1311

 FAX: (504) 568-9130

 Jackson, MS

 Tupelo, MS

 Gulfport, MS

 Tampa, FL

www.phelpsdunbar.com

 June 8, 2006

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Christian N. Windsor

 Division of Corporation Finance

Re:
Renasant Corporation

 Registration
Statement on Form S-3

 Commission File No. 333-134305

 Dear Mr. Windsor:

 On behalf of Renasant Corporation
(the “Registrant”), I hereby request, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the above referenced Registration Statement be accelerated so that such Registration Statement will become
effective at 10:00 a.m., Eastern Standard Time, on Monday, June 12, 2006, or as soon thereafter as possible.

 The Registrant
acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

•

The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 If you have any questions relating to this acceleration request, please contact me at
(504) 584-9236.

 Very truly yours,

 Mark W. Jeanfreau

CORRESP
1
filename1.htm

SEC Response Letter

 New Orleans, LA

 Baton Rouge, LA

 Houston, TX

 London, England

 CANAL PLACE

 365 CANAL STREET · SUITE 2000

 NEW ORLEANS, LOUISIANA 70130-6534

 (504) 566-1311

 FAX: (504) 568-9130

 Jackson, MS

 Tupelo, MS

 Gulfport, MS

 Tampa, FL

www.phelpsdunbar.com

 MARK W. JEANFREAU

 (504) 584-9236

 jeanfrem@phelps.com

June 7, 2006

19355-11

 VIA EDGAR

 Mr. Christian N. Windsor

 Special Counsel

 Division of
Corporation Finance

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:

Renasant Corporation

Registration Statement on Form S-3 filed May 19, 2006

File No. 333-134305

 Dear Mr. Windsor:

 We are responding on behalf of Renasant Corporation (the “Company”) to your letter of May 30, 2006, providing comments to the
Company’s Registration Statement on Form S-3, which was filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2006 (the “Registration Statement”).

 Your comment is as follows:

 “Please provide us with your detailed legal analysis of the exemption relied upon for the exercise of the warrants. If Renasant or its predecessor company has previously registered the warrants, please advise the staff as to the
date and file number of the previous registration statement. Furthermore, please detail the exercise criteria for the warrants, any transfer restrictions and detail whether any of the warrants have been exercised at this time.”

To the extent that your comment required revisions to the Registration Statement, such revisions have been addressed in the Pre-Effective Amendment to Form S-3
Registration Statement that the Company filed with the Commission on the date hereof. Our supplement response, not required to be included in the Registration Statement, is provided below.

 The warrants referred to in the Registration Statement were issued by Community Commercial Bancshares, Inc. (the predecessor to Renasant Bancshares,
Inc.) in May, 1999, and were assumed by the Company in connection with the merger of Renasant Bancshares, Inc. with and into the Company on July 1, 2004. The warrants have not been registered with the Commission. As of the date of the
Company’s assumption of the warrants, all of the warrants were fully vested and immediately exercisable.

 Mr. Christian N. Windsor

 June 7, 2006

 Page 2

 Three warrant holders elected to exercise their respective warrants prior to the Company’s filing of the Registration
Statement, and the Company anticipates that the remaining warrants will be exercised prior to their expiration in May, 2009.1 The Company relied upon the exemption from registration set forth in §4(2) of the Securities Act of 1933, as amended (the “Securities Act”), when issuing shares of the Company’s $5.00 par value common stock (the
“common stock”) in connection with the warrant exercises that occurred prior to the filing of the Registration Statement. In addition, the Company intends to rely on such exemption with respect to future common stock issuances occurring as
a result of the exercise of the remaining warrants.

 Section 4(2) of the Securities Act provides that “[t]he provisions of
section 5 shall not apply to transactions by an issuer not involving any public offering.” 15 U.S.C. 77d. The Company does not believe that the issuance of common stock upon the exercise of any warrant involved or will involve a public
offering. As discussed in SEC v. Ralston Purina Co., 346 U.S. 119 (1953), and other jurisprudence relating to the §4(2) registration exemption, the determination as to whether the §4(2) exemption is applicable to an offering is
based on “whether the particular class of persons affected needs the protection of the [Securities] Act.” Id. at 125. The
 §4(2) exemption is likely to apply where the offerees (i) are sufficiently sophisticated to
demand and understand the information available to them such that they can fend for themselves, and (ii) have access to the kind of information available in a registration statement. Other criteria affecting the analysis of whether an offering
is covered by §4(2) are the number of offerees, the size of the offering and the manner of the offering.

 The Company believes that
the requirements of the §4(2) exemption have been and, as applicable, will be met with respect to issuances of common stock upon exercise of the warrants. First, all of the warrant holders possess the sophistication necessary for an investment
in common stock without registration under the Securities Act. Each warrant holder who exercised his or her warrants prior to the filing of the Registration Statement was an “accredited investor,” as defined in Rule 501(a) of Regulation D,
at the time of exercise. In the Company’s opinion, it is very likely that the remaining warrant holders will also be accredited investors at the time that they exercise their warrants and receive common stock in connection therewith, based on
their current net worth and income as known to the Company. As accredited investors, the Company believes each warrant holder possesses the requisite sophistication for purposes of the §4(2) exemption.

 As further evidence of the sophistication of the warrant holders, all of the holders, with one exception, were directors of Community Commercial
Bancshares, Inc., the bank holding company of a Tennessee-chartered bank, at the time of the issuance of the warrants and of Renasant Bancshares, Inc., the successor to Community Commercial Bancshares, Inc., prior to its merger with the Company. In
addition, these warrant holders currently serve on the Tennessee State Board of the Company (and have been members of such board since the merger); this board oversees the Tennessee operations of the

1
Please refer to the Registration Statement for more detail regarding such exercises.

 Mr. Christian N. Windsor

 June 7, 2006

 Page 3

 Company. As board members, these warrant holders remain intimately involved in the operations of the Company. In the Company’s
opinion, as directors of Community Commercial Bancshares, Inc. and Renasant Bancshares, Inc. and as members of the Tennessee State Board, these warrant holders were or, as applicable, will be easily sophisticated enough to fend for themselves in
connection with their exercise of the warrants and receipt of common stock in connection therewith such that a Securities Act registration is unnecessary.

 As noted above, one warrant holder was not a director of Community Commercial Bancshares, Inc. or Renasant Bancshares, Inc. and does not serve as a member of the Tennessee State Board of the Company. This warrant
holder exercised her warrants and received shares of common stock in July, 2005. The Company believes that this warrant holder also possessed a level sophistication such that the Company’s issuance of shares of common stock to her was covered
by the §4(2) registration exemption. This warrant holder was an accredited investor at the time she exercised her warrants. In addition, in the notice of exercise required to be delivered to the Company in connection with a warrant exercise,
this warrant holder represented and warranted to the Company that she possessed the knowledge and experience in financial and business matters that permitted her to evaluate the merits and risks of the exercise of her warrants and an investment in
common stock. The notice of exercise form also indicated that she received the advice of a CPA in evaluating the issues pertaining to the exercise of her warrants. Based on her status as an accredited investor and her representations and warranties
to the Company, the Company concluded that the warrant holder possessed the sophistication necessary for the §4(2) exemption to apply to the issuance of common stock to this warrant holder.

 The Company also believes that each warrant holder had or, as applicable, will have access to the type of information available in a registration
statement such that the §4(2) exemption will apply. As noted above, four of the five warrant holders have been members of the Tennessee State Board of the Company since the Company’s acquisition of Renasant Bancshares, Inc. The members
thereof have access to all Company information necessary to fulfill their oversight duties. One warrant holder is also a director of the Company.

 The one warrant holder who is not a member of the Tennessee State Board also had informational access sufficient to satisfy the requirements of §4(2). Prior to her exercise of warrants and receipt of common stock, the warrant holder
was provided with a copy of the Company’s 2004 Annual Report to Shareholders, its Form 10-K for the year ended December 31, 2004, its 2005 Definitive Proxy Statement, its Form 10-Q for the quarter ended March 31, 2005 and all Forms
8-K filed by the Company in 2005. The Company also provided any other documents the warrant holder deemed relevant to the exercise of the warrants, and such holder was given the opportunity to ask questions of Company representatives.2 As the foregoing illustrates, this warrant holder had, and each other warrant holder had or will have, as applicable, access to
the type of information found in a registration statement (and likely significantly more information than is required to be included in a registration statement).

 Finally, other factors illustrate that the §4(2) registration exemption is applicable to the exercise of the warrants and delivery of common stock in connection therewith. Only five individuals hold (or held) the
warrants covered by the Registration Statement, and the warrants are exercisable into an

2
The other warrant holders who exercised their warrants prior to the filing of the Registration Statement were also provided copies of the Company’s filings under the Securities
Exchange Act of 1934, as amended, for the year and the interim periods preceding their respective exercises of the warrants and receipt of common stock in connection therewith. These individuals were also given the opportunity to ask questions of
Company representatives.

 Mr. Christian N. Windsor

 June 7, 2006

 Page 4

 aggregate of 72,605 shares of Company common stock. As of June 1, 2006, there were 10,343,317 shares of Company common stock issued
and outstanding. Thus, the distribution of Company common stock upon the exercise of all of the warrants is limited. In addition, no solicitation has occurred or is anticipated to occur in connection with the exercise of the warrants. These factors
further illustrate, in the Company’s opinion, that no public offering is involved.

 The Company believes that the foregoing discussion illustrates that the exemption from registration set forth in §4(2) of the Securities Act is applicable to the delivery of common stock upon exercise of the
warrants. The Company also notes that, since each warrant holder is an accredited investor (or, as applicable, was an accredited investor at the time such holder exercised his or her warrants), the exemptions from registration provided by both
§4(6) of the Securities Act and Rule 506 of Regulation D are also applicable to the exercise of the warrants.

 Your comment letter
also requested details relating to the terms of the warrants. The warrants were amended in connection with their assumption by the Company to reflect the number of shares of common stock a warrant holder is entitled to receive upon exercise of the
warrants; the exercise price per share of common stock was adjusted at the same time. As amended, the warrants may be exercised, in whole or in part, at any time prior to the close of business on May 2, 2009, by delivery of the warrant and a
notice of exercise form to the Company, accompanied by payment of the aggregate exercise price for the number of shares of common stock with respect to which the warrant is exercised. The exercise price of the warrants is $8.9524 per share of common
stock, payable in cash or check, by delivery of previously acquired shares of common stock (valued at the average of the high and low market price of a share of common stock on the date of exercise) or by a combination of cash and common stock. As
soon as practicable after exercise, the Company will issue a certificate for the number of shares of common stock that the warrant holder is entitled to receive, plus cash in lieu of any fractional share. If a warrant is exercised in part only, the
warrant holder will also receive a new warrant for the remaining shares of common stock that such warrant holder is entitled to receive but otherwise on the same terms as the previous warrant.

 The warrants may not be transferred, sold or otherwise disposed of except pursuant to an effective registration of such warrants under the Securities Act
or pursuant to an exemption from the registration requirements of the Securities Act. The transfer of the warrants is also purportedly restricted by a Stock Restriction Agreement dated November 12, 1998, between Community Commercial Bancshares,
Inc. and the holders of the warrants. The Company believes, however, that this agreement is no longer effective after the merger of Renasant Bancshares, Inc. with and into the Company.

 As noted above, the Company has filed with the Commission a Pre-Effective Amendment No. 1 to Form S-3 Registration Statement on the date hereof. If
the Commission has any additional comments in response to this letter, or if the Commission has any comments to such pre-effective amendment, the Company will respond to such comments as appropriate. When the Company submits its request for
acceleration of the effective date of the Registration Statement, as amended, it will include the acknowledgements set forth in your comment letter.

 Mr. Christian N. Windsor

 June 7

 , 2006

 Page 5

 If the Commission has any additional questions or comments in response to the foregoing discussion, please feel free to contact me at the above-referenced number.

 Sincerely,

 Mark W. Jeanfreau

cc:

Mr. E. Robinson McGraw

 Mr. Stuart R. Johnson

 Mr. Kevin D.
Chapman

Jane E. Armstrong, Esq.