**EMPLOYMENT
      AGREEMENT**








This EMPLOYMENT
      AGREEMENT (the
“Agreement”) is hereby entered into as of the 21st day of March, 2006 (the
“Effective Date”), between **** Seasons
      Bank, a Georgia state-chartered bank ("Seasons") (and Cadence Bank, N.A.
      ("Cadence") to the extent it is the surviving entity in the Merger described
      below) (Seasons and Cadence, as the surviving entity of the contemplated Merger,
      collectively and as applicable, the “Bank”) and Nita Elliot (the
“Employee”).





**WHEREAS** , **** the
      Bank
      is engaged in the business of commercial banking;





**WHEREAS** , **** the
      Employee is experienced in commercial banking;





**WHEREAS,** the
      Employee has executed a Termination and Release Agreement contemporaneously
      herewith;





**WHEREAS** ,
      the
      Bank desires to employ the Employee and the Employee desires to accept
      employment on the terms and conditions set forth herein; and





**WHEREAS,** Seasons
      Bancshares, Inc. and NBC Capital Corporation have entered into an Agreement
      and
      Plan of Merger, dated March 21, 2006, whereby, among other things, Seasons
      will
      be merged with and into Cadence, and Cadence will be the surviving entity (the
      "Merger").





**NOW
      THEREFORE** ,
      in
      consideration of the mutual promises set forth herein, and intending to be
      legally bound, the parties hereby agree as follows:





**1.**
            **EMPLOYMENT
                AND DUTIES**





**1.1**
            **Employment**.
                The Bank agrees to employ the Employee, and the Employee agrees to
                be
                employed by the Bank, for the Employment Term (as defined herein),
                subject
                to the terms and conditions set forth
                herein.





**1.2**
            **Office.******The
                Employee shall have the title of Retail Banking Manger of the Bank,
                operations, or any other title as shall be determined by the Board
                of
                Directors of the Bank or its designee (“Board”). The Employee shall report
                generally to the President of the Bank or such other persons as designated
                by the Board.





**1.3**
            **Duties**.
                Employee agrees to perform diligently and to the best of her ability
                the
                duties and services appertaining to any such office and such other
                duties
                as may be assigned to him from time to time by the Board. The Employee’s
                duties and responsibilities shall include such duties as are the
                type and
                nature normally assigned to similar senior officers of a financial
                institution of the size, type and stature of the Bank. Specifically,
                the
                Employee shall assume responsibilities as Retail Banking Manager
                of the
                Blairsville branch of the Bank.








**1.4**
            **Extent
                of Services.**The
                Employee shall devote the Employee's entire time and efforts to the
                Bank's
                business and affairs, and shall not engage in any other business
                activity
                for remuneration or compensation without the Bank's prior written
                consent.
                This restriction is not intended to apply to the Employee's supervision
                of
                any investments which may currently exist or be entered into, so
                long as
                these investments do not interfere with the Employee's services to
                be
                rendered or cause a breach of the restrictions set forth in Sections
                4 and
                5 of this Agreement.





**2.**
            **TERM
                AND TERMINATION OF
                EMPLOYMENT**





**2.1**
            **Term**.
                Subject to the terms of Sections 2.2, the initial term shall commence
                on
                the Effective Date of this Agreement and shall continue for one year
                (“Initial Term”), and thereafter, at the election of the Bank and the
                Employee, renew for successive one year terms (such Initial Term
                and any
                renewal thereof being referred to herein as the “Employment Term”);
                provided, however, either party may terminate this Agreement, with
                or
                without cause as defined herein, at the expiration of the Initial
                Term or
                any one year renewal term thereafter, upon written notice given to
                the
                other party at least ninety (90) days prior to the expiration of
                any such
                initial or renewal term hereunder.





**2.2**
            **Termination
                by the Bank**.
                Notwithstanding the provisions of Section 2.1, the Bank shall have
                the
                right to terminate the employment of Employee under this Agreement
                prior
                to the end of the Employment Term for any of the following reasons
                and
                subject to the following
                conditions:





**2.2.1**
            **Termination
                for Cause**.
                The Bank shall have the right to terminate this Agreement at any
                time for
                "cause." The term “cause” shall
                mean:





(a)
            A
                material breach of the terms of this Agreement by the Employee, including
                without limitation, failure by the Employee to perform her duties
                and
                responsibilities in the manner and to the extent required under this
                Agreement and/or failure to abide by the covenants set forth in Sections
                4
                and 5 herein, which remains uncured after the expiration of thirty
                (30)
                days following the delivery of written notice of such breach to the
                Employee by the Bank. Such notice shall (i) specifically identify
                the
                duties that the Board believes the Employee has failed to perform
                and (ii)
                state the facts upon which the Board made such
                determination;








(b)
            Conduct
                by the Employee that amounts to fraud, dishonesty or willful
                misconduct;





(c)
            Arrest
                for, charged in relation to (by criminal information, indictment
                or
                otherwise), or conviction of the Employee during the term of this
                Agreement of a felony;





(d)
            Conduct
                by the Employee that amounts to gross and willful insubordination
                or
                inattention to her duties and responsibilities hereunder;
                or





(e)
            Conduct
                by the Employee that results in removal from her position as an officer
                or
                executive of the Bank pursuant to a written order by any regulatory
                agency
                with authority or jurisdiction over the
                Bank.





The
      Bank
      reserves the right to put Employee on paid or unpaid administrative leave
      pending an investigation into allegations of the conduct described above.
      Otherwise, termination of the Employee’s employment under this Section 2.2.1
      shall be deemed to occur immediately upon the Bank giving Employee written
      notice of termination.





**2.2.2** **Termination
      Without Cause** .
      The
      Bank is granted an option to terminate the Employee's employment, without cause,
      upon 30 days prior written notice to the Employee. In the event of a termination
      under this Section 2.2.2, the Bank shall be required to pay the Employee a
      severance payment equal to the Employee's annual Salary, as defined in Section
      3.1 herein, and Employee continues to be bound and subject to Sections 4 and
      5
      of this Agreement.





**2.3** **Termination
      by Mutual Agreement** .
      This
      Agreement can be terminated at any time upon mutual, written agreement of the
      parties.





**2.4** **Termination
      by Death** .
      This
      Agreement will automatically terminate upon the death of the
      Employee.





**2.5** **Change
      of Control** .
      A
“Change of Control” means any of the following events:




(a)
            the
                acquisition by any person or persons acting in concert of the then
                outstanding voting securities of the Bank or its parent bank or holding
                company (“Parent Bank”), if, after the transaction, the acquiring person
                (or persons) owns, controls or holds with power to vote thirty-five
                percent (35%) or more of any class of voting securities of the Bank
                or
                Parent Bank, as the case may be;
                or








(b)
            a
                reorganization, merger or consolidation, with respect to which persons
                who
                were the shareholders of the Bank or Parent Bank immediately prior
                to such
                reorganization, merger or consolidation do not, immediately thereafter,
                own more than fifty percent (50%) of the combined voting power entitled
                to
                vote in the election of directors of the reorganized, merged or
                consolidated company’s then outstanding voting securities;
                or





(c)
            the
                sale, transfer or assignment of all or substantially all of the assets
                of
                the Parent Bank, Bank and its subsidiaries to any third
                party.








If
      Employee is terminated by Bank within one year of a Change in Control or
      Employee’s responsibilities and compensation are materially diminished as a
      result of a Change in Control, the Employee shall be paid by the Bank in lump
      sum in an amount equal to Employee's annual Salary. Notwithstanding the
      foregoing, a Change of Control shall not be deemed to have occurred upon the
      consummation of the Merger.





**2.6** **Effect
      of Termination** .
      Upon
      termination of the Employee’s employment hereunder for any reason or unless this
      Agreement provides for otherwise, the Bank shall have no further obligations
      to
      the Employee or the Employee’s estate with respect to this Agreement, except for
      the payment of salary and bonus amounts, if any, accrued pursuant to Article
      3
      hereof and unpaid as of the effective date of the termination of employment,
      as
      applicable. Nothing contained herein shall limit or impinge upon any other
      rights or remedies of the Bank or the Employee under any other agreement or
      plan
      to which the Employee is a party or of which the Employee is a
      beneficiary.





**3.**
            **COMPENSATION
                AND BENEFITS**





**3.1** **Salary** .
      The
      Bank shall pay to the Employee as basic compensation the sum of $102,163.64
      per
      annum (“Salary”), payable at those intervals as the Bank shall pay other
      similarly situated executives.





**3.2** **Fringe
      Benefits** .
      The
      Employee shall receive the standard package of fringe benefits as the Bank
      provides to other similarly situated executives. Fringe benefits intended to
      be
      included in this standard benefit package include but are not limited to medical
      and life insurance, vacations, and sick leave. All such benefits shall be
      awarded and administered in accordance with the Bank’s standard policies and
      practices.





**4.**
            **BANK
                INFORMATION**





**4.1Bank
      Information.** “Bank
      Information” includes “confidential information” and “trade secrets.”
“Confidential information” means data and information relating to the business
      of the Bank (which does not rise to the status of a trade secret, as defined
      herein) which is or has been disclosed to the Employee or of which the Employee
      became aware as a consequence of or through the Employee’s relationship with the
      Bank and which has value to the Bank and is not generally known to its
      competitors. Confidential Information shall not include any data or information
      that has been voluntarily disclosed to the public by the Bank (except where
      such
      public disclosure has been made the Employee without authorization) or that
      has
      been independently developed and disclosed by others, or that otherwise enters
      the public domain through lawful means. “Trade secrets” means Bank information
      including, but not limited to technical or nontechnical data, strategic plans,
      business models, collateral data management systems, compilations, programs,
      devices, methods, techniques, drawings, processes, financial data, financial
      plans, product plans or lists of actual or potential customers or suppliers
      which (a) derives economic value, actual or potential, from not being generally
      known to, and not being readily ascertained by proper means by other persons
      who
      can obtain economic value from its disclosure or use; and (b) is the subject
      of
      efforts that are reasonable under the circumstances to maintain its
      secrecy.








**4.1.1** **Ownership
      of Bank Information** .
      All
      Bank Information received or developed by the Employee while employed by the
      Bank will remain the sole and exclusive property of the Bank.





**4.1.2** **Obligations
      of the Employee** .
      The
      Employee agrees:





(a)
            to
                hold Bank Information in the strictest
                confidence;





(b)
            not
                to use, duplicate, reproduce, distribute, disclose or otherwise
                disseminate Bank Information or any physical embodiments of Bank
                Information; and





(c)
            in
                any event, not to take any action causing or fail to take any action
                necessary in order to prevent any Bank Information from losing its
                character or ceasing to qualify as Bank Information or a Trade
                Secret.





In
      the
      event that the Employee is required by law to disclose any Bank Information,
      the
      Employee will not make such disclosure unless (and then only to the extent
      that)
      the Employee has been advised by independent legal counsel that such disclosure
      is required by law and then only after prior written notice is given to the
      Bank
      when the Employee becomes aware that such disclosure has been requested and
      is
      required by law. This Section 4 shall survive for a period of twelve (12) months
      following termination of this Agreement for any reason with respect to
      Confidential Information, and shall survive termination of this Agreement for
      any reason for so long as is permitted by applicable law, with respect to Trade
      Secrets.





**4.1.3
      Delivery upon Request or Termination.** Upon
      request by the Bank, and in any event upon termination of her employment with
      the Bank, the Employee will promptly deliver to the Bank all property belonging
      to the Bank, including without limitation, all Bank Information then in her
      possession or control.





**5.**
            **NON-COMPETE
                PROVISIONS**








**5.1** **Non-Competition** .
      The
      Employee agrees that during the Employment Term and for a period of twelve
      (12)
      months following the termination of her employment hereunder, he will not
      (except on behalf of or with the prior written consent of the Bank), within
      the
      geographic area within the boundaries of the county in which the Bank is
      located, as well as contiguous counties in each state (the “Area”), either
      directly or indirectly, on her own behalf or in the service or on behalf of
      others, as an executive employee or in any other capacity which involves duties
      and responsibilities similar to those undertaken for the Bank (including as
      an
      organizer or proposed executive officer of a new financial institution), engage
      in any business which is the same as or essentially the same as the business
      of
      the Bank, which is commercial banking (“Business of the Bank”). It is the
      express intent of the parties that the Area as defined herein is the area where
      the Employee performs services on behalf of the Bank under this Agreement as
      of
      the Effective Date.





**5.2** **Non-Solicitation
      of Customers** .
      The
      Employee agrees that during the Employment Term and for a period of twelve
      (12)
      months following the termination of her employment hereunder, he will not
      (except on behalf of or with the prior written consent of the Bank), within
      the
      Area, on her own behalf or in the service or on behalf of others, solicit,
      divert or appropriate or attempt to solicit, divert or appropriate, any business
      from any of the Bank’s customers, including actively sought prospective
      customers, with whom the Employee has or had material contact during the last
      two (2) years of her employment, for purposes of providing products or services
      that are competitive with the Business of the Bank.





**5.3** **Non-Solicitation
      of Employees** .
      The
      Employee agrees that during the Employment Term and for a period of twelve
      (12)
      months following the termination of her employment hereunder, he will not,
      within the Area, on her own behalf or in the service or on behalf of others,
      solicit, recruit or hire away or attempt to solicit, recruit or hire away,
      any
      employee of the Bank or its affiliates to another person or entity providing
      products or services that are competitive with the Business of the Bank, whether
      or not (a) such employee is a full-time employee or a temporary employee of
      the
      Bank or its affiliates, (b) such employment is pursuant to a written agreement,
      and (c) such employment is for a determined period or is at-will.





**5.4** **Remedy
      for Breach** .
      The
      Employee acknowledges that the covenants contained in Sections 4 and 5 of this
      Agreement (the “Restrictive Covenants”) are of the essence of this Agreement;
      that each of the covenants is reasonable and necessary to protect the business,
      interests, and properties of the Bank; and that a violation of any of the
      provisions of this Agreement, especially the Restrictive Covenants, will cause
      irreparable damage and loss to the Bank, its successors and assigns. Therefore,
      the Employee agrees and consents that, in addition to all the remedies provided
      by law or in equity, any violation shall entitle the Bank or its successors
      and
      assigns to an immediate temporary restraining order and temporary and permanent
      injunctions to prevent a breach or contemplated breach of any of the covenants.
      The Bank and the Employee agree that all remedies available to the Bank or
      the
      Employee, as applicable, shall be cumulative.








**5.5** **Separability** .
      The
      Restrictive Covenants set forth in this Agreement are independent of any other
      covenant or provision of this Agreement, and the existence of any claim or
      cause
      of action against the Bank or any company affiliated with or related to the
      Bank, whether predicated on this Agreement, or any other agreement, or
      otherwise, shall not constitute a defense to the enforcement of these covenants.
      Further, if any provision of this Agreement is ruled invalid or unenforceable
      by
      a court of competent jurisdiction because of a conflict between the provision
      and any applicable law or public policy, the provision shall be redrawn to
      make
      the provision consistent with any valid and enforceable under the law or public
      policy.





**6.**
            **MISCELLANEOUS**





**6.1** **Notices** .
      All
      notices, requests, demands, and other communications that are required or may
      be
      given under this Agreement shall be in writing and shall be deemed to have
      been
      duly given if delivered personally or sent by registered or certified mail,
      return receipt requested, postage prepaid:





(a)
            To
                the Bank:





[Insert
                Seasons Address]








NBC
                Capital Corporation


NBC
                Plaza


P.O.
                Box 1187


Starkville,
                Mississippi 39760


Attention:
                Lewis F. Mallory, Jr.




With
                information copy to:





Adams
                and Reese LLP.


4400
                One Houston Center


1221
                McKinney St.


Houston,
                TX 77010


Attn:
                Mark Jones





(b)
            To
                the Employee:





[Employee’s
                Address]









**6.2** **Arbitration.** Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      including without limitation the Employee’s employment or the termination
      thereof shall be resolved exclusively by binding arbitration in Starkville,
      Mississippi, (or such other location as may be agreed to by the Bank and the
      Employee), in accordance with the rules of the American Arbitration Association
      then in effect. The arbitrator's decisions shall be final and binding upon
      the
      parties and judgment may be entered in any court of competent jurisdiction. **Employee
      must initial here:** **/s/NE** **.**





**6.3** **Fees
      and Expenses** .
      After a
      Change of Control has occurred, the Employee shall not be required to incur
      legal fees and expenses associated with the interpretation, enforcement or
      defense of her rights under this Agreement by litigation or otherwise.
      Accordingly, if, following a Change of Control, the Bank has failed to comply
      with any of its obligations under this Agreement or the Bank or any other person
      takes or threatens to take action to declare this Agreement void or
      unenforceable or institutes any litigation or proceeding designed to deny or
      to
      recover from the Employee the benefits provided under this Agreement, the
      Employee shall be entitled to retain counsel of the Employee’s choice, at the
      expense of the Bank, to advise and represent the Employee in connection with
      such dispute. This provision is intended to include any such interpretation,
      enforcement or defense, including without limitation the initiation or defense
      of any litigation, arbitration or other legal action, whether by or against
      the
      Bank or any director, officer, stockholder or other person affiliated with
      the
      Bank, in any jurisdiction. The Bank shall pay and be solely financially
      responsible for any and all attorneys’ and related fees and expenses incurred by
      the Employee in connection with any of the foregoing, without regard to whether
      the Employee prevails, in whole or in part.





In
      no
      event shall the Employee be required to reimburse the Bank for any of the costs
      and expenses incurred by the Bank relating to arbitration, litigation, or other
      legal action in connection with this Agreement.





**6.4** **Governing
      Laws** .
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Mississippi.





**6.5** **Entire
      Agreement** .
      This
      Agreement contains the entire agreement among the parties and there are no
      agreements, representations, or warranties that are not set forth herein. All
      prior negotiations, agreements, and understandings are superseded. This
      Agreement may not be amended or revised except by a writing signed by all the
      parties. Employee acknowledges and agrees that the Employment Agreement dated
      February 10, 2005 was terminated upon execution of the Termination and Release
      Agreement in connection therewith.





**6.6** **Binding
      Effect** .
      This
      Agreement shall be binding upon and inure to the benefit of the heirs, legal
      representatives, and successors of the respective parties; provided however,
      that this Agreement and all its rights may not be assigned by any party except
      by or with the written consent of the other parties. Notwithstanding the
      foregoing, upon the consummation of the Merger, this Agreement shall be binding
      upon and will inure to the benefit of Cadence and the Employee.








**6.7** **Consummation
      of the Merger.** Notwithstanding anything to the contrary, if the Merger is not consummated,
      Employee and Seasons agree to execute a termination and release agreement and
      execute a new employment agreement on substantially the same terms and
      conditions as the employment agreement between Seasons Bank and Employee dated
      [______].





**6.8** **Counterparts** .
      This
      Agreement may be executed in any number of counterparts, each of which, when
      bearing original signatures, shall be deemed to be a duplicate
      original.





IN
      WITNESS WHEREOF, this Agreement has been executed effective the date stated
      on
      the first page.





SEASONS
                BANKBy:
            
            /s/
                David K. GeorgeName:
            David
                K. GeorgeTitle:
            PresidentEMPLOYEE/s/
                Nita ElliottNita
                Elliot, Individually