Title: Plan of Assumption, Renasant Bancshares, Inc Stock Option Plan

As filed with the Securities and Exchange Commission on August 6, 2004 
Registration No. 333-             

SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

 
FORM S-8 
REGISTRATION STATEMENT 
UNDER 
THE SECURITIES ACT OF 1933, AS AMENDED 

 
THE PEOPLES HOLDING COMPANY 
(Exact name of registrant as specified in its charter) 

 
Mississippi | | 64-0676974
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number)
 
209 Troy Street 
Tupelo, Mississippi, 38802-0709 
(662) 680-1001 
(Address, including zip code, and telephone number, 
including area code, of registrant’s principal executive offices) 

 
THE PEOPLES HOLDING COMPANY 
PLAN OF ASSUMPTION 
RENASANT BANCSHARES, INC. 
STOCK OPTION PLAN 
(Full title of the Plan) 

 
E. ROBINSON McGRAW 
President and Chief Executive Officer 
The Peoples Holding Company 
209 Troy Street 
Tupelo, Mississippi 38802-0709 
(662) 680-1001 
(Name, address, including zip code, and telephone number, 
including area code, of agent for service) 

 
Copy to: 
JANE E. ARMSTRONG, ESQ. 
Phelps Dunbar LLP 
365 Canal St., Suite 2000 
New Orleans, Louisiana 70130 
(504) 584-9244 

 
CALCULATION OF REGISTRATION FEE 

Title of each Class of securities to be registered | | Amount To be Registered | | Proposed maximum offering price per unit^(1)(2) | | Proposed maximum Aggregate offering price^(1)(2) | | Amount of registration fee
Common Stock^(1) | | 104,139 Shares | | $ $ | 16.50; 13.50 | | $ | 1,267,605 | | $ | 160.61

^(1) | In the event of a stock split, stock dividend or similar transaction involving common stock of the registrant, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended.
 
^(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based on the prices at which the options granted under the plan registered hereunder may be exercised. An aggregate of 3,000 options are exercisable at $16.50 per share; an aggregate of 101,139 options are exercisable at $13.50 per share.
 
The Registration Statement shall become effective upon filing in accordance 
with Rule 642 under the Securities Act of 1933, as amended. 

PART II 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3. Incorporation of Documents by Reference. 
 
The following documents filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated in this Registration Statement by reference: 
 
(1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Commission on March 11, 2004. 
 
(2) The Company’s Quarterly Report on form 10-Q for the quarter ended March 31, 2004, filed with the Commission on May 10, 2004. 
 
(3) The Company’s Current Reports on Form 8-K filed with the SEC on January 22, 2004, February 18, 2004, February 20, 2004, February 27, 2004, April 21, 2004, May 20, 2004, June 3, 2004, July 1, 2004, July 15, 2004, and July 21, 2004, excluding any information furnished in items 9 or 12 thereof. 
 
(4) A description of the Company’s common stock, contained in the Company’s Registration Statement on Form S-4, filed with the Commission on February 17, 1999. 
 
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing by the Company of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 
 
Item 4. Description of Securities. 
 
Not applicable. 
 
Item 5. Interest of Named Experts and Counsel. 
 
Not applicable. 
 
- 1 - 

Item 6. Indemnification of Directors and Officers. 
 
The Mississippi Business Corporation Act (“MBCA”) empowers a corporation to indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: 
 
| • | He conducted himself in good faith;
 
| • | He reasonably believed in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation, and in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and
 
| • | In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
 
A corporation may also indemnify an individual who engaged in conduct which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation as authorized by Section 79-4-2.02(b)(5) of the MBCA. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct. 
 
Unless ordered by a court under Section 79-4-8.54(a)(3) of the MBCA, a corporation may not indemnify a director: 
 
| • | In connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under the MBCA; or
 
| • | In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity.
 
The MBCA further provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Also, a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he is a director. The director must deliver to the corporation: (1) a written affirmation of his good faith belief that he has met the relevant standard of conduct described in the MBCA or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by the MBCA; and (2) his written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under the MBCA and it is ultimately determined under the MBCA that he has not met the relevant standard of conduct described in the MBCA. The undertaking required must be an unlimited general obligation of the director. It need not be secured and may be accepted without reference to the financial ability of the director to make repayment. 
 
- 2 - 

A corporation may not indemnify a director as described above unless authorized by: 
 
| • | The board of directors if there are two or more disinterested directors, by a majority vote of all the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;
 
| • | Special legal counsel selected in accordance with the MBCA; or
 
| • | The shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.
 
A corporation may also indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer to the same extent as for a director. 
 
The bylaws of the Company contain the following indemnification provision: “Any person, his heirs, executors, or administrators, may be indemnified by the corporation for reasonable expenses (including judgments and compromise settlements, except where as in a derivative suit situation any judgment in the matter would run in favor of the corporation) actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he was made a party by reason of service as a director, officer, or employee of the corporation, provided, however, that no person shall be so indemnified or reimbursed as to any matter as to which he shall finally be adjudged to have been guilty of gross negligence, willful misconduct or criminal acts in the performance of his duty to the corporation; and, provided further, that no person shall be so indemnified or reimbursed as to any matter in such action or suit which has been as the subject of a compromise settlement except with the approval (1) of a court of competent jurisdiction, or (2) the holders of record of a majority of the outstanding shares of the corporation, or (3) a majority of the corporation’s board of directors, excluding members who are parties to the same or substantially the same suit or proceeding. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person may be entitled as a matter of law. The board of directors of the Company may, in its discretion, purchase directors’ and officers’ liability insurance coverage to provide, in whole or in part, for such indemnification or reimbursement.” 
 
The Company maintains an insurance policy insuring the Company and its directors and officers against certain liabilities. 
 
Item 7. Exemption from Registration Claimed. 
 
Not applicable. 
 
- 3 - 

Item 8. Exhibits. 
 
4.1 | | Agreement and Plan of Merger, dated as of February 17, 2004, and related Plan of Merger among Renasant Bancshares, Inc., The Peoples Holding Company and Peoples Merger Corporation, a wholly owned subsidiary of Peoples (filed as Annex A-1 to the Company’s Registration Statement on Form S-4 on April 8, 2004 and incorporated herein by reference, Commission File No. 333-114309).
4.2 | | Articles of Incorporation and Articles of amendment to Articles of Incorporation (filed as Exhibit 3.1 to The Peoples Holding Company’s Registration Statement on Form S-4 filed on February 17, 1999, as amended, and incorporated herein by reference, Commission File No. 333-72507).
5 | | Opinion of Phelps Dunbar, LLP as to the legality of the securities being registered
23.1 | | Consent of Ernst & Young, LLP
23.2 | | Consent of Phelps Dunbar, LLP (included in Exhibit 5)
24.1 | | Power of Attorney (included on signature page of this Registration Statement)
99 | | Plan of Assumption, Renasant Bancshares, Inc. Stock Option Plan
 
Item 9. Undertakings. 
 
The undersigned registrant hereby undertakes: 
 
(1) To file, during any period in which offers of shares are being made, a post-effective amendment to this registration statement: 
 
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); 
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 
 
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 
 
- 4 - 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 
 
(4) If the registration is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. 
 
(5) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. 
 
(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 
 
- 5 - 

SIGNATURES 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tupelo, State of Mississippi, on this 20th day of July, 2004. 
 
THE PEOPLES HOLDING COMPANY
By: | | /s/ E. Robinson McGraw
| | E. Robinson McGraw
| | President and Chief Executive Officer
 
POWER OF ATTORNEY 
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints E. Robinson McGraw and Stuart R. Johnson, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 
 
Signature | | Title | | Date
/s/ E. Robinson McGraw E. Robinson McGraw | | President and Chief Executive Officer and Director (Principal Executive Officer) | | July 20, 2004
/s/ Stuart R. Johnson Stuart R. Johnson | | Chief Financial Officer (Principal Financial and Accounting Officer) | | July 20, 2004
 
S-1 

/s/ William M. Beasley William M. Beasley | | Director | | July 20, 2004
/s/ George H. Booth, II George H. Booth, II | | Director | | July 20, 2004
/s/ Frank B. Brooks Frank B. Brooks | | Director | | July 20, 2004
/s/ Francis J. Cianciola Francis J. Cianciola | | Director | | July 20, 2004
/s/ John M. Creekmore John M. Creekmore | | Director | | July 20, 2004
/s/ Marshall H. Dickerson Marshall H. Dickerson | | Director | | July 20, 2004
/s/ John T. Foy John T. Foy | | Director | | July 20, 2004
/s/ Eugene B. Gifford, Jr. Eugene B. Gifford, Jr. | | Director | | July 20, 2004
/s/ Richard L. Heyer, Jr. Richard L. Heyer, Jr. | | Director | | July 20, 2004
/s/ Jack C. Johnson Jack C. Johnson | | Director | | July 20, 2004
/s/ Robert C. Leake Robert C. Leake | | Director | | July 20, 2004
 
S-2 

/s/ J. Niles McNeel J. Niles McNeel | | Director | | July 20, 2004
/s/ C. Larry Michael C. Larry Michael | | Director | | July 20, 2004
/s/ Theodore S. Moll Theodore S. Moll | | Director | | July 20, 2004
/s/ John W. Smith John W. Smith | | Director | | July 20, 2004
/s/ H. Joe Trulove H. Joe Trulove | | Director | | July 20, 2004
/s/ J. Larry Young J. Larry Young | | Director | | July 20, 2004
 
S-3 

EXHIBIT INDEX 
 
Exhibit Number | | Document Description
4.1 | | Agreement and Plan of Merger, dated as of February 17, 2004, and related Plan of Merger among Renasant Bancshares, Inc., The Peoples Holding Company and Peoples Merger Corporation, a wholly owned subsidiary of Peoples (filed as Annex A-1 to the Company’s Registration Statement on Form S-4 on April 8, 2004 and incorporated herein by reference, Commission File No. 333-114309).
4.2 | | Articles of Incorporation and Articles of amendment to Articles of Incorporation (filed as Exhibit 3.1 to The Peoples Holding Company’s Registration Statement on Form S-4 filed on February 17, 1999, as amended, and incorporated herein by reference, Commission File No. 333-72507).
5 | | Opinion of Phelps Dunbar, LLP as to the legality of the securities being registered
23.1 | | Consent of Ernst & Young, LLP
23.2 | | Consent of Phelps Dunbar, LLP (included in Exhibit 5)
24.1 | | Power of Attorney (included on signature page of this Registration Statement)
99 | | Plan of Assumption, Renasant Bancshares, Inc. Stock Option Plan
EXHIBIT 5 
EXHIBIT 23.2 
 
[Letterhead of Phelps Dunbar LLP] 
 
August 3, 2004 
 
The Peoples Holding Company 
209 Troy Street 
Tupelo, Mississippi 38802 
 
Re: | | The Peoples Holding Company
| | Registration Statement on Form S-8
| | Plan of Assumption Renasant Bancshares, Inc. Stock Option Plan
 
Ladies and Gentlemen: 
 
We have acted as counsel to The Peoples Holding Company (the “Company”) in connection with the preparation of the above-referenced Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Commission”), with respect to the Company’s assumption of certain stock options issued by Renasant Bancshares, Inc. (“Renasant”) as a condition of and in connection with the merger of Renasant with and into the Company consummated on July 1, 2004 (the “Assumed Options”), and the issuance of an aggregate of 104,139 shares of the Company’s $5.00 par value common stock upon the exercise of the Assumed Options (the “Common Stock”). 
 
In so acting, we have examined and relied upon the original, or a photostatic or certified copy, of such records of the Company, certificates of officers of the Company and of public officials, and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the accuracy and completeness of all corporate records made available to us by the Company, and the truth and accuracy of all facts set forth in all certificates provided to or examined by us. 
 
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the shares of Common Stock to be issued upon the exercise of the Assumed Options have been duly authorized, and, when issued and paid for in accordance with the terms of the Assumed Options, will be validly issued, fully paid and non-assessable. 

The Peoples Holding Company 
August 3, 2004 
Page 2 
 
The foregoing opinions are limited to the laws of the State of Mississippi and the federal laws of the United States of America. We express no opinion as to matters governed by the laws of any other state. Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed. 
 
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above. 
 
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the General Rules and Regulations of the Commission thereunder. 
 
Very truly yours,
/s/ PHELPS DUNBAR LLP
EXHIBIT 23.1 
 
CONSENT OF REGISTERED INDEPENDENT AUDITORS 
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) filed by The Peoples Holding Company (the “Company”) pertaining to certain options first issued under the Stock Option Plan for Renasant Bancshares, Inc. (“Renasant”), which were assumed by the Company as a condition of and in connection with the merger of Renasant with and into the Company, of our report dated February 12, 2004, except for Note T, as to which the date is February 17, 2004, with respect to the consolidated financial statements of The Peoples Holding Company included in its Annual Report (Form 10-K) for the year ended December 31 2003, filed with the Securities and Exchange Commission. 
 
/s/ Ernst & Young LLP 
 
Birmingham, Alabama 
August 3, 2004 
EXHIBIT 99 
 
THE PEOPLES HOLDING COMPANY 
 
PLAN OF ASSUMPTION 
RENASANT BANCSHARES, INC. 
STOCK OPTION PLAN 
 
THIS PLAN OF ASSUMPTION (the “Plan”) was adopted by the Board of Directors of The Peoples Holding Company (the “Company”) pursuant to Section 5.22 of the Agreement and Plan of Merger between the Company, Peoples Merger Corporation and Renasant Bancshares, Inc. (“Renasant”) dated February 17, 2004 (the “Merger Agreement”), under which the Company agreed to assume the obligations of Renasant under the Stock Option Plan for Renasant Bancshares, Inc., which plan was first adopted and effective as of April 18, 2002 (the “Predecessor Plan”); 
 
1. Administration: 
 
This Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”), who shall possess the power and authority granted under Section VI of the Predecessor Plan, subject to the limitations set forth herein. 
 
Without the requirement of additional action, the Committee shall be deemed to have delegated the following administrative duties to the appropriate officers or employees of the Company: (a) the preparation and issuance of documents evidencing the Assumed Options (as defined below), and (b) the authority to receive notice of exercise of an Assumed Option and to issue shares of Common Stock (as defined below) and withhold taxes in connection therewith. The Committee may, from time to time, delegate such additional administrative duties as they may deem necessary or appropriate. 
 
2. Shares Reserved For Issuance: 
 
2.1 Number and Type of Shares. Subject to adjustment as provided in Section 2.2 hereof, the number of shares of the Company’s $5.00 par value voting common stock (the “Common Stock”) that may be issued hereunder shall not exceed 104,139 shares. Common Stock issued hereunder may be authorized and unissued shares or issued shares held as treasury shares or shares acquired on the open market or through private purchase. 
 
2.2 Adjustment. In the event of any merger, consolidation or reorganization of the Company, there shall be substituted for each share of Common Stock then subject to this Plan the number and kind of shares of stock or other securities to which the holders of Common Stock are entitled in such transaction. 
 
In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the number of shares of Common Stock then outstanding for which the Company does not receive consideration, the number of shares of Common Stock then subject to the Plan shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such substitution or adjustment, the purchase price of any Assumed Option and the shares of Common Stock issuable pursuant to any Assumed Option shall be adjusted to the extent necessary to prevent the dilution or enlargement of any Incentive granted hereunder. 

3. Assumed Option Grants: 
 
3.1 Number. Options granted under this Plan shall be those outstanding as of June 30, 2004, under the terms of the Predecessor Plan, all of which shall be incentive stock options, or “ISOs,” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Assumed Options”), as more fully described on Exhibit A hereto. 
 
Subject to adjustment as provided in Section 2.2 hereof, no additional grants shall be made under the Predecessor Plan or this Plan. 
 
3.2 Terms. Except as expressly provided herein, the terms and conditions applicable to the Assumed Options and the exercise thereof shall be those set forth under the terms of the Predecessor Plan, including the terms of any individual agreement evidencing a specific grant made under the Predecessor Plan. In addition to those modifications set forth herein: 
 
| a. | The shares subject to the Assumed Options shall be Common Stock;
 
| b. | The exercise price and the number of shares subject to each of the Assumed Options shall be adjusted as set forth in Section 5.22 of the Merger Agreement and as described in Section 3.1 hereof, except that the number of shares of Common Stock to be issued on the exercise of an Assumed Option shall be rounded down to the nearest whole integer and cash shall be issued in lieu of a fractional share; and
 
| c. | All Assumed Options shall be deemed fully vested as provided under section 2 of the form of individual agreement evidencing the grants made under the Predecessor Plan on account of the occurrence of a “change in control” as defined therein (or substantially equivalent provision).
 
4. General Provisions: 
 
4.1 Amendment and Termination. The Committee shall possess the authority to amend the terms of this Plan and the Assumed Options hereunder; provided, however, that (a) no such amendment shall materially impair any Assumed Option without the prior written consent of each affected individual, and (b) any such amendment shall be approved by the Company’s shareholders if such approval is required under applicable Federal or state law or the rules of any exchange or listing organization on which Common Stock is quoted or exchanged. 
 
4.2 Withholding. The Company shall have the right to withhold from any payment made under the Plan or to collect as a condition of any such payment, any taxes required by law to be withheld. 
 
4.3 Additional Legal Requirements; Legends. The obligation of the Company to deliver Common Stock hereunder shall be subject to all applicable laws, regulations, rules and approvals deemed necessary or appropriate by the Committee. Certificates for shares of Common Stock issued hereunder may be legended as the Committee shall deem appropriate. 

4.4 Fractional Shares. No fractional share of Common Stock shall be issued or delivered pursuant to the Plan or any Assumed Option granted or awarded hereunder. 
 
4.5 Governing Law. The validity, construction and effect of this Plan and any Incentive granted hereunder shall be determined in accordance with the laws of the State of Mississippi. 
 
THIS PLAN was approved by the Board of Directors of The Peoples Holding Company on July 20, 2004. 
 
The Peoples Holding Company
/s/ E. Robinson McGraw
By: | | E. Robinson McGraw
Its: | | Chief Executive Officer

EXHIBIT A 
 
PLAN OF ASSUMPTION 
RENASANT BANCSHARES, INC. 
STOCK OPTION PLAN 
 
NAME | | TYPE OF OPTION | | GRANT DATE | | NUMBER OF RENASANT OPTIONS | | OPTION PRICE PER SHARE | | NUMBER OF PEOPLES OPTIONS* | | PEOPLES PRICE PER SHARE*
Pamela N. Donnelly | | ISO | | 4-26-02 | | 675 | | $ | 13.50 | | 753.985 | | $ | 12.086
Pamela N. Donnelly | | ISO | | 4-7-03 | | 1,000 | | $ | 16.50 | | 1,117.015 | | $ | 14.772
Laurie Ellingsworth | | ISO | | 4-26-02 | | 2,000 | | $ | 13.50 | | 2,234.030 | | $ | 12.086
William J. Chase, Jr. | | ISO | | 4-26-02 | | 10,000 | | $ | 13.50 | | 11,170.150 | | $ | 12.086
Greg Hadaway | | ISO | | 4-26-02 | | 5,625 | | $ | 13.50 | | 6,283.209 | | $ | 12.086
Donald E. Russell | | ISO | | 4-26-02 | | 13,500 | | $ | 13.50 | | 15,079.703 | | $ | 12.086
Kimberly Hultman | | ISO | | 4-26-02 | | 2,700 | | $ | 13.50 | | 3,015.941 | | $ | 12.086
Wendy Hurt | | ISO | | 4-26-02 | | 2,700 | | $ | 13.50 | | 3,015.941 | | $ | 12.086
Michael J. McCarver | | ISO | | 4-26-02 | | 16,200 | | $ | 13.50 | | 18,095.643 | | $ | 12.086
Jeannine McCarver | | ISO | | 4-26-02 | | 1,350 | | $ | 13.50 | | 1,507.970 | | $ | 12.086
L. Paul Wynne | | ISO | | 4-26-02 | | 2,000 | | $ | 13.50 | | 2,234.03 | | $ | 12.086
Lisa H. Fite | | ISO | | 4-26-02 | | 2,700 | | $ | 13.50 | | 3,015.941 | | $ | 12.086
Carol Russell | | ISO | | 4-25-02 | | 6,750 | | $ | 13.50 | | 7,539.851 | | $ | 12.086
Tara Wilson | | ISO | | 4-25-02 | | 1,080 | | $ | 13.50 | | 1,206.376 | | $ | 12.086
Frank J. Cianciola | | ISO | | 4-26-02 | | 20,250 | | $ | 13.50 | | 22,619.554 | | $ | 12.086
Bonnie C. Dumas | | ISO | | 4-26-02 | | 2,700 | | $ | 13.50 | | 3,015.941 | | $ | 12.086
Brandon Bryant | | ISO | | 3/1/03 | | 2,000 | | $ | 16.50 | | 2,234.030 | | $ | 14.772
| | | | | | | | | | | 104,139.308 | | |
 
* | Exchange ratio of 1.117015 shares of Peoples stock for each share of Renasant stock; rounded after three decimal places.