UNITED STATES DEPARTMENT OF THE TREASURY

I S00 Pennsylvania Avenue, NW

Washington, D.C. 20220

July 19, 2012

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement dated as of February 6, 2009 by and

between the United States Department of the Treasury (the "Investor" ) and Community Holding

Company of F!oneida, Inc. (the "Acquired Company" ), incorporating the Securities Purchase

Agreement —Standard Terms (the "Securities Purchase Agreement" ), Further detail regarding

the Securities Purchase Agreement is set forth on Schedule A hereto. Investor, the Acquired

Company, and Community Bancshares of Mississippi, Inc. (the "Aequi ror Company") desire to

set I'orth herein certain additional agreements as a result of the consummation of a merger

transaction pursuant to an Agreemcnt and Plan of Reorganization dated as of May 3, 2012, as

amended by a First Amendment to Agreement and Plan of Reorganization dated as of May 17,

2012, by and between Acquiror Company and Acquired Company, and an Agreement and Plan

of Merger dated as of July 13, 2012, by and between Acquiror Company and Acquired Company,

effective on the date hereol (the "Merger Transaction.~"). This letter shall be referred to as the

"Merger Side Letter." Capitalized terms used but not defined herein shall have the meanings

assigned to them in the Securities Purchase Agreement and the Certificate of Designations.

As a result of the Merger Transactions, thc Acquiror Company has assumed the

obligations and responsibilities of Acquired Company to the Investor. Specifically:

1. Concurrently herewith, the Acquiror Company is paying all accrued and unpaid

dividends on the Acquired Company's Preferred Shares and Warrant Preferred Shares

and is issuing two new series of preferred shares in exchange for the Acquired

Company's Preferred Shares and Warrant Preferred Shares; and

2. Pursuant to Section 4.3 of the Securities Purchase Agreement and elTective as of

the date hereof, Acquiror Company hereby expressly assumes the due and punctual

performance and observance of each and every covenant, agreement, and condition of the

Securities Purchase Agreement and all ancillary documents to be performed and observed

by Acquired Company.

In connection with the foregoing, with the exception of the Securities Purchase

Agreement, Acquiror Company is issuing new documentation to Investor to re11ect the

investment that Investor initially made in the Acquired Company, including the following {all

section references below are to the Securities Purchase Agreement, unless otherwise provided):

l. a copy of thc Charter and bylaws of the Acquiror Company;

6091721277500 |X)0001 uMI Us 40868343v I
2. an officer's certificate regarding a bring down of the representations in the

Securities Purchase Agreement as of the date hereof, per Section 1.2(d)(ii) of the Securities

Purchase Agreement, with any exceptions to such representations noted on a disclosure schedule

attached hereto;

3. a certificate representing a number of a new series of preferred shares issued by

the Acquiror Company to replace the Acquired Company's Preferred Shares (the "New Preferred

Shores" );

4. a certificate representing a number of a new series of preferred shares issued by

the Acquiror Company to replace the Acquired Company's Warrant Preferred Shares (the "New

Warrant Preferred Shares" );

evidence the Acquiror Company filed a Certificate of Designations in connection

with the New Preferred Shares issued to Investor as outlined in paragraph 3 above, per Section

1.2(d)(iii) of the Securities Purchase Agreement;

6. evidence the Acquiror Company filed a Certificate of Designations in connection

with the New Warrant Preferred Shares issued to Investor as outlined in paragraph 4 above, per

Section 1.2(d)(iii) of the Securities Purchase Agreement;

7. a legal opinion regarding the New Preferred Shares and the New Warrant

Preferred Shares, per Section 1,2(d)(vi) of the Securities Purchase Agreement; and

8. a side letter regarding compliance with the American Recovery and Reinvestment

Act of 2009.

Acquiror Company hereby acknowledges receipt of each of the closing documents in

connection with the Investor's investment in the Acquired Company,

Investor, by its execution of this Merger Side Letter, hereby consents to the Merger

Transactions and any of the transactions contemplated therein to the extent Investor is entitled to

vote on such matters pursuant to the laws of the State of Florida. Further, Investor hereby

waives any notice required to be provided to Investor pursuant to the laws of the State of Florida

regarding any meeting of the shareholders of the Acquired Company called for the purpose of

voting on the Merger Transactions and the transactions contemplated therein.

This Merger Side Letter, the Securities Purchase Agreement, and the above-listed

documentation constitute the entire agreement, and supersede all other prior agreements,

understandings, representations, and warranties, both written and oral, between the parties with

respect to the subject matter hereof.

This Merger Side Letter may be executed in counterparts, each of which shall be deemed

an original and all of which shall together constitute one and the same instrument. This Merger

Side Letter shall be governed by and construed in accordance with the federal law of the United

States if and to the extent such law is applicable, and otherwise in accordance with the laws of

6091721277500.()0(NN)11:.Ml US 40((C)((S43v(
the State of New York applicable to contracts made and to be performed entirely within such

state.

6091721277s00.0(X)00l L'MF Us 40868343v I
United States Department of the Treasury

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized

representatives of the parties hereto as of the date first above written.

COMME JMTY HANCSHARKS OF

MISSISSIPPI, INC.

.,

Name: Freddie J, Bagfey

Title: President

Name: Charles %'. ic ls n, Jr.

Title: President d

By:

Name:

Title:

S1GNATURE PAGE TO MERGER SJDE LETrER
United States Department ofthe Treasury

Signature Page

In witness whereof, this side letter agreement has been duly executed by the authorized

representatives of the parties hereto as of the date first above written.

By:

Name:

Title:

By:

Name:

Title:

IJNITKB STATES BKP~T~NY OF

THK TRKASURV

s

Name: Timothy G. Massad

Title: Assistant Secretary for Financial

Stability

SIGNATURE PAGE TO MERGER SIDE LETTER
SCHFDUI.E A

General Information Repardin~Acquired Company Initial Closing:

Acquired Company Name; Community Holding Company ol Florida, Inc.

Corporate or other organizational form of the Acquired Company: Corporation

Date of Acquired Company Letter Agreement incorporating

the Securities Purchase Agreement: February 6, 2009

Number and series of preferred stock issued to the

Investor at the Acquired Company Closing:

Number and series of warrant preferred stock issued to the

Investor at the Acquired Company Closing:

Terms of the Merger/Acquisition;

Effective Date of Merger/Acquisition:

Resultant Acquiror Securities:

July 19, 2012

Number of New Preferred Shares Issued to Investor by Acquiror Company

Post-Merger to Replace the Acquired Company's Preferred Shares: I OS

Par Value of Such New Preferred Shares: None

Per Share Liquidation Preference of Such New Preferred Shares: $ 10,000.00

Number of New Warrant Preferred Shares Issued to Investor by Acquiror Company

Post-Merger to Replace the Acquired Company's Warrant Preferred Shares:

Par Value of Such New Warrant Preferred Shares:

Per Share Liquidation Preference of Such New Warrant Preferred Shares:

None

$ 10,000.00

6091721277500 0[)0($1 nMI's 40868343vI
DISCLOSURE SCHEDULE

If none, please so indicate by checking the box:

609 I 72 I 277500.00(I001 I0MI: US 40h6II343 v I
UST SEQ. No. 667

SCHEDULE 8

CAPITALIZATION

Capitalization Date:

Class A Common Stock

June 30 2012

Par value:

Total Au thori zed:

Outstanding:

Subject to warrants, options. convertible

securities, etc.:

Reserved for benefit plans and other issuances:

Remaining authorized but unissued:

Shares issued after Capitalization Date (other

than pursuant to warrants, options,

convertible securities, etc. as set forth

above):

$10.00per share

2,500,000 shares

1,852,744 shares

None

None

647,256 shares

None

Class B Nonvotinp Common Stock

Par value:

Total Au thori zed:

Outstanding:

Subject to warrants, options, convertible

securities, etc.:

Reserved for benefit plans and other issuances:

Remaining authorized but unissued:

Shares issued after Capitalization Date (other

than pursuant to warrants, options,

convertible securities, etc. as set forth

above):

$10.00 per share

50,000 shores

None

None

None

50,000 shares

None

Bank Series Trackina Stock

Par value:

Total Authorized:

Outstanding:

Subject to wan ants, options, convertible

securities, etc.:

Reserved for benefit plans and other issuances:

$10.00 per share

1,000,000 shares

None

None

None

77soo.(Mlo00l nMn LJS 4I(ls7sozvs
UST SEQ. NO. 667

Remaining authorized but unissued:

Shares issued after Capitalization Date (other

than pursuant to warrants, options,

convertible secu&~ties, etc. as set forth

above):

1,000,000 shares

None

Preferred Stock

Par value:

Total Authorized:

Outstanding (by series);

Reserved for issuance:

Class A - $5,000„"Class B - none

56,000 shares

Class A - none; Class B - 54,600

110shares of Series B for issuance to

Investor under the Merger Side

Letter

Remaining authorized but unissued:

Holders of 5% or more of anv class of canital stock

1,290 shares

Primarv Address

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UST SFg. No. 667

SCHEDULE C

LITIGATION

List any exceptions to the representation and warranty in Section 2.2(1) of the Securities

Purchase Agreement —Standard Terms.

If none, please so indicate by checking the box: IZ.

77500.0(K)(lnI nM1's 410Y7s02vs
UST SEg. No, 667

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 2.2{m)

of the Securities Purchase Agreement —Standard Terms.

If none, please so indicate by checking the box: E.

List any exceptions to the representation and warranty in the last sentence of Section 2.2{m)of

the Securities Purchase Agreement —Standard Terms.

If none, please so indicate by checking the box: l2.

77s00,(x)0001 EMI's 41087002v3
UST SFg. No. 667

SCHEDULE E

REGULATORY AGREEMENTS

List any exceptions to the representation and warranty in Section 2,2(s) of the Securities

Purchase Agreement —Standard Terms.

If none, please so indicate by checking the box: l2.

775(l(l ((((()00( I:Ml's 41((((7302v3