Cadence Financial Corporation P.O. Box 1187 301 East Main Street Starkville, Mississippi 39760 October 6, 2010

Cadence Financial Corporation

P.O. Box 1187

301 East Main Street

Starkville, Mississippi 39760

October 6, 2010

VIA FACSIMILE AND FEDERAL EXPRESS

Trustmark Corporation

248 E. Capitol Street, Suite 310

Jackson, Mississippi 39201

Facsimile:   ###-###-####

Attention:  Richard G. Hickson

With a copy to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

165 Madison Avenue, Suite 2000

Memphis, Tennessee 38103

Facsimile:   ###-###-####

Attention:  Jackie G. Prester

RE:           Notice of Termination of Agreement and Plan of Reorganization

Dear Mr. Hickson:

Reference is hereby made to the Agreement and Plan of Reorganization (the “Agreement”), dated as of September 21, 2010, by and between Trustmark Corporation (“Trustmark”) and Cadence Financial Corporation (“Cadence”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.

Cadence has received a bona fide Acquisition Proposal from Community Bancorp LLC, a Delaware limited liability company.  The Board of Directors of Cadence has determined in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and as to financial matters on the advice of Keefe, Bruyette & Woods, Inc., that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal, and that the failure to terminate the Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of the Board of Directors’ fiduciary duties.  Therefore, Cadence hereby terminates the Agreement pursuant to Section 8.1(e) of the Agreement.

The Termination Fee has been wired to Louis E. Greer's attention at Trustmark.

cc:           Mark L. Jones

Board of Directors of Cadence Financial Corporation