Paul B. Murphy Jr. - 29 Oct 2021 Form 4 Insider Report for Cadence Bancorporation

Footnote F1

Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("Cadence"), dated April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"), pursuant to which Cadence was merged with and into BXS, effective October 29, 2021 (the "Merger). Pursuant to the Merger, each issued and outstanding share of Cadence common stock par value $0.01 was converted into the right to receive .70 shares of BXS's common stock par value $2.50 per share (the "Exchange Ratio"). The opening price of the BXS's common stock on the NYSE on the effective date of the Merger was $29.16. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Cadence Common Stock.

Footnote F2

Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of Cadence stock shall be equitably adjusted immediately prior to the Effective Time by an amount equal to the special cash dividend of $1.25 per share of Cadence common stock (the "Special Dividend") declared and paid by Cadence prior to the effective time of the Merger and automatically converted into an option to purchase shares of the BXS common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of BXS common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of Cadence common stock immediately prior to the effective time of the Merger.

Footnote F3

This option was replaced with an option to purchase 453,415 shares of BXS common stock at an exercise price of $27.11 per share.

Footnote F4

This option was replaced with an option to purchase 53,724 shares of BXS common stock at an exercise price of $29.80 per share.

Footnote F5

Represents time vested restricted stock units each convertible into one share of Cadence common stock under the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan (the "Plan"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence time-vesting restricted stock unit automatically converted into a BXS time-vested restricted stock unit convertible into shares of BXS common stock based on the Exchange Ratio. Each BXS time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding Cadence time-vested restricted stock unit immediately prior to the effective time of the Merger.

Footnote F6

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 12,564 shares of BXS common stock.

Footnote F7

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 17,593 shares of BXS common stock.

Footnote F8

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 17,593 shares of BXS common stock

Footnote F9

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 17,593 shares of BXS common stock.

Footnote F10

Represents performance share units, each convertible into one share of Cadence common stock, under the Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence performance share unit automatically converted into a BXS restricted stock unit convertible into shares of BXS common stock, with the number of underlying shares of BXS common stock determined based on the Exchange Ratio and higher of target performance and actual performance. Each BXS restricted stock unit is subject to the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence performance share unit immediately prior to the effective time of the Merger.

Footnote F11

These performance share units were replaced with BXS restricted stock units convertible into an aggregate 27,758 shares of BXS common stock.

Footnote F12

These performance share units were replaced with BXS restricted stock units convertible into an aggregate 22,051 shares of BXS common stock.