Exhibit 2.1 Agreement and Plan of Merger by and between Bancorpsouth Bank and Cadence Bancorporation

• Date: 20 December 2021
• Section: Merger Agreements

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between BANCORPSOUTH BANK

and CADENCE BANCORPORATION

Dated as of April 12, 2021

________________

TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger and

Bank Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 3 1.5

Conversion of Cadence Common Stock 3 1.6 BancorpSouth Stock 4 1.7 Treatment of

Cadence Equity Awards 4 1.8 Treatment of BancorpSouth Equity Awards. 6 1.9

Charter of Surviving Entity 6 1.10 Bylaws of Surviving Entity 7 1.11 Tax

Consequences 7 ARTICLE II EXCHANGE OF SHARES 2.1 BancorpSouth

to Make Consideration Available 7 2.2 Exchange of Shares 7 ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CADENCE 3.1 Corporate Organization 10

3.2 Capitalization 12 3.3 Authority; No Violation 13 3.4 Consents and Approvals

14 3.5 Reports 15 3.6 Financial Statements 15 3.7 Broker’s Fees 17 3.8 Absence

of Certain Changes or Events 17 3.9 Legal and Regulatory Proceedings 17 3.10

Taxes and Tax Returns 18 3.11 Employees 19 3.12 SEC Reports 21 3.13 Compliance

with Applicable Law 22 3.14 Certain Contracts 24 3.15 Agreements with Regulatory

Agencies 25 3.16 Environmental Matters 26 3.17 Investment Securities and

Commodities 26

-i-

________________

3.18 Real Property 26 3.19 Intellectual Property 27 3.20 Related Party

Transactions 27 3.21 State Takeover Laws 28 3.22 Reorganization 28 3.23 Opinion

28 3.24 Cadence Information 28 3.25 Loan Portfolio 28 3.26 Insurance 29 3.27

Investment Advisor Subsidiaries 30 3.28 Insurance Subsidiaries 30 3.29 Broker-

Dealer Subsidiaries 31 3.30 No Other Representations or Warranties 32 ARTICLE

IV REPRESENTATIONS AND WARRANTIES OF BANCORPSOUTH 4.1 Corporate

Organization 32 4.2 Capitalization 33 4.3 Authority; No Violation 34 4.4

Consents and Approvals 36 4.5 Reports 36 4.6 Financial Statements 37 4.7

Broker’s Fees 38 4.8 Absence of Certain Changes or Events 38 4.9 Legal and

Regulatory Proceedings 38 4.10 Taxes and Tax Returns 39 4.11 Employees 40 4.12

FDIC Reports 42 4.13 Compliance with Applicable Law 43 4.14 Certain Contracts 44

4.15 Agreements with Regulatory Agencies 46 4.16 Environmental Matters 47 4.17

Investment Securities and Commodities 47 4.18 Real Property 47 4.19 Intellectual

Property 48 4.20 Related Party Transactions 48 4.21 State Takeover Laws 48 4.22

Reorganization 48 4.23 Opinion 48 4.24 BancorpSouth Information 49 4.25 Loan

Portfolio 49 4.26 Insurance 50 4.27 Investment Advisory Subsidiaries 50 4.28

Insurance Subsidiaries 50 4.29 Broker-Dealer Subsidiaries 51 4.30 No Other

Representations or Warranties 51 -ii-

________________

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS 5.1 Conduct of

Businesses Prior to the Effective Time 51 5.2 Forbearances 52 ARTICLE VI

ADDITIONAL AGREEMENTS 6.1 Regulatory Matters 55 6.2 Access to Information;

Confidentiality 57 6.3 Non-Control. 58 6.4 Shareholders’ Approvals 59 6.5 Legal

Conditions to Merger 60 6.6 Stock Exchange Listing 60 6.7 Employee Matters 60

6.8 Indemnification; Directors’ and Officers’ Insurance 62 6.9 Additional

Agreements 63 6.10 Advice of Changes 63 6.11 Dividends 64 6.12 Shareholder

Litigation 64 6.13 Corporate Governance; Headquarters 65 6.14 Acquisition

Proposals 66 6.15 Public Announcements 67 6.16 Change of Method 67 6.17

Restructuring Efforts 67 6.18 Takeover Statutes 68 6.19 Treatment of Cadence

Indebtedness 68 6.20 Exemption from Liability Under Section 16(b) 68 6.21

Certain Tax Matters 69 ARTICLE VII CONDITIONS PRECEDENT 7.1

Conditions to Each Party’s Obligation to Effect the Merger 69 7.2 Conditions to

Obligations of BancorpSouth 69 7.3 Conditions to Obligations of Cadence 70

-iii-

________________

ARTICLE VIII TERMINATION AND AMENDMENT 8.1 Termination 71 8.2

Effect of Termination 72 ARTICLE IX GENERAL PROVISIONS 9.1

Amendment 74 9.2 Extension; Waiver 74 9.3 Nonsurvival of Representations,

Warranties and Agreements 75 9.4 Expenses 75 9.5 Notices 75 9.6 Interpretation

76 9.7 Counterparts 77 9.8 Entire Agreement 77 9.9 Governing Law; Jurisdiction

77 9.10 Waiver of Jury Trial 78 9.11 Assignment; Third-Party Beneficiaries 78

9.12 Specific Performance 78 9.13 Severability 79 9.14 Confidential Supervisory

Information 79 9.15 Delivery by Facsimile or Electronic Transmission 79

Exhibit A – Form of BancorpSouth Bylaw Amendment Exhibit B – Form of Bank Merger

Agreement Exhibit C – Directors and Officers

-iv-

________________

INDEX OF DEFINED TERMS Page Acceptable Confidentiality Agreement 67

Acquisition Proposal 67 affiliate 77 Agreement 1 BancorpSouth 1 BancorpSouth

401(k) Plan 62 BancorpSouth Agent 51 BancorpSouth Benefit Plans 40 BancorpSouth