Hamilton Aimee T. - 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 ("CADE"), 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

Represents time-vested restricted stock units each convertible into one share of 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-vested 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 F3

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,697 shares of BXS common stock.

Footnote F4

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,698 shares of BXS common stock.

Footnote F5

These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,333 shares of BXS common stock.

Footnote F6

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 F7

These performance share units were replaced with BXS restricted stock units convertible into an aggregate 1,802 shares of BXS common Stock.

Footnote F8

These performance share units were replaced with BXS restricted stock units convertible into an aggregate 1,669 shares of BXS common stock.

Footnote F9

Represents the grant of time vesting retention restricted stock pursuant to the Plan. The units vest on October 29, 2024, subject to continued employment through the vesting date, and are settled in shares of Class A common stock with any fractional shares settled in cash.

Footnote F10

These time vested restricted stock units were replaced with BXS restricted stock units convertible into an aggregate 3,315 shares of BXS common Stock.