On December 18, 2012, T. Michael Glenn advised Renasant Corporation (the "Company") that he will resign from the Board of Directors of the Company and its subsidiaries, including Renasant Bank, effective December 31, 2012. Mr. Glenn's decision to resign was due to time constraints relating to his duties with his employer and did not arise or result from any disagreement with the Company on any matters relating to the Company's operations, policies or practices. Mr. Glenn will continue to serve on Renasant Bank's West Tennessee Regional Bank Board.

On December 18, 2012, the Board of Directors amended the Restated Bylaws of the Company (the "Bylaws") to update the Bylaws to reflect recent changes to the Mississippi corporations statute relating to indemnification. As amended, the Bylaws now make clear that an indemnitee must actually sign the affirmation of his good faith belief that his conduct met the requisite standard of conduct as well as the undertaking to repay any funds advanced if it is ultimately determined that the indemnitee is not entitled to indemnification under the terms of the Bylaws. In addition, the definition of the term "Expenses" was expanded to include any reasonable expenses incurred in connection with a proceeding and not just reasonable attorney fees, court costs and investigative expenses, as was the case prior to the amendment to the Bylaws.

A copy of the Restated Bylaws, as amended, is attached as Exhibit 3(ii) to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits.

                Exhibit
                Number    Description of Exhibit

                3(ii)     Restated Bylaws of Renasant Corporation.