Cadence Financial (CADE)

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 20, 2006

The undersigned shareholder(s) hereby appoint(s) Robert L. Calvert, III, Robert A. Cunningham, Allen B. Puckett, III and Sammy J. Smith or any one of them (with full power to act alone), proxies for the undersigned to attend the annual meeting of the shareholders of NBC Capital Corporation to be held on Tuesday, June 20, 2006 at 10:00 a.m. in the Company’s principal executive offices, at the Cadence Bank building, Starkville Banking Center, 301 East Main Street, Starkville, Mississippi, and any and all adjournments, thereof, with full power for any of them to appoint and to revoke the appointment of a substitute for themselves at such meeting or at any and all adjournments thereof, and to vote as many shares of the capital stock of NBC Capital Corporation as the undersigned would be entitled to vote if personally present. In addition to the specific instructions herein, the proxies are also authorized to vote upon such other business as may properly come before the 2006 Annual Meeting of Shareholders and any adjournments thereof.

This proxy will be voted as directed below on the proposals set forth in the proxy statement of the meeting.