---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



---

FORM 10-Q



---

(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 1-15773



---

CADENCE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



---



|                                |  |                    
|------------------------------- |  | -------------------
|Mississippi                     |  | 64-0694775         
|(State or other jurisdiction of |  | (I. R. S. Employer 
|incorporation or organization)  |  | Identification No.)



|                                                              |  |           
|------------------------------------------------------------- |  | ----------
|301 East Main Street, P. O. Box 1187, Starkville, Mississippi |  | 39760     
|(Address of principal executive offices)                      |  | (Zip Code)

Registrants telephone number, including area code: (662) 323-1341



---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:  Common Stock, $1 Par Value  11,894,932 shares as of
September 30, 2007.



---



---

PART I - FINANCIAL INFORMATION

CADENCE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

(Unaudited)



|                                                    |  |      |        |   |      |   |        |  
|--------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|(Amounts in thousands, except per share data)       |  | 2007 |        |   | 2006 |  
|INTEREST INCOME                                     |  |      |        |   |      |   |        |  
|Interest and fees on loans                          |  | $    | 74,327 |   |      | $ | 51,577 |  
|Interest and dividends on securities                |  |      | 16,127 |   |      |   | 16,098 |  
|Other interest income                               |  |      | 720    |   |      |   | 868    |  
|                                                    |  |      |        |   |      |   |        |  
|Total interest income                               |  |      | 91,174 |   |      |   | 68,543 |  
|                                                    |  |      |        |   |      |   |        |  
|INTEREST EXPENSE                                    |  |      |        |   |      |   |        |  
|Interest on deposits                                |  |      | 37,728 |   |      |   | 24,170 |  
|Interest on borrowed funds                          |  |      | 10,767 |   |      |   | 7,524  |  
|                                                    |  |      |        |   |      |   |        |  
|Total interest expense                              |  |      | 48,495 |   |      |   | 31,694 |  
|                                                    |  |      |        |   |      |   |        |  
|Net interest income                                 |  |      | 42,679 |   |      |   | 36,849 |  
|Provision for loan losses                           |  |      | 5,279  |   |      |   | 1,156  |  
|                                                    |  |      |        |   |      |   |        |  
|Net interest income after provision for loan losses |  |      | 37,400 |   |      |   | 35,693 |  
|                                                    |  |      |        |   |      |   |        |  
|OTHER INCOME                                        |  |      |        |   |      |   |        |  
|Service charges on deposit accounts                 |  |      | 6,890  |   |      |   | 6,587  |  
|Insurance commissions, fees and premiums            |  |      | 3,834  |   |      |   | 3,462  |  
|Trust Department income                             |  |      | 1,821  |   |      |   | 1,662  |  
|Mortgage loan fees                                  |  |      | 1,309  |   |      |   | 548    |  
|Other income                                        |  |      | 2,913  |   |      |   | 3,672  |  
|Securities gains (losses), net                      |  |      | (89    | ) |      |   | 21     |  
|Impairment loss on securities                       |  |      | (5,097 | ) |      |   | (2,025 | )
|                                                    |  |      |        |   |      |   |        |  
|Total other income                                  |  |      | 11,581 |   |      |   | 13,927 |  
|                                                    |  |      |        |   |      |   |        |  
|OTHER EXPENSE                                       |  |      |        |   |      |   |        |  
|Salaries and employee benefits                      |  |      | 23,395 |   |      |   | 20,939 |  
|Premises and fixed asset expense                    |  |      | 6,308  |   |      |   | 4,911  |  
|Other expense                                       |  |      | 11,221 |   |      |   | 10,278 |  
|                                                    |  |      |        |   |      |   |        |  
|Total other expense                                 |  |      | 40,924 |   |      |   | 36,128 |  
|                                                    |  |      |        |   |      |   |        |  
|Income before income taxes                          |  |      | 8,057  |   |      |   | 13,492 |  
|Income taxes                                        |  |      | 1,727  |   |      |   | 3,638  |  
|                                                    |  |      |        |   |      |   |        |  
|Net income                                          |  | $    | 6,330  |   |      | $ | 9,854  |  
|                                                    |  |      |        |   |      |   |        |  
|Net income per share:                               |  |      |        |   |      |   |        |  
|Basic                                               |  | $    | 0.53   |   |      | $ | 1.01   |  
|                                                    |  |      |        |   |      |   |        |  
|Diluted                                             |  | $    | 0.53   |   |      | $ | 1.01   |  
|                                                    |  |      |        |   |      |   |        |  
|Dividends per common share                          |  | $    | 0.75   |   |      | $ | 0.75   |  
|                                                    |  |      |        |   |      |   |        |  



2



---

CADENCE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2007 AND 2006

(Unaudited)



|                                                    |  |      |        |      |   |        |  
|--------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|(Amounts in thousands, except per share data)       |  | 2007 |        | 2006 |  
|INTEREST INCOME                                     |  |      |        |      |   |        |  
|Interest and fees on loans                          |  | $    | 25,703 |      | $ | 19,574 |  
|Interest and dividends on securities                |  |      | 5,451  |      |   | 5,655  |  
|Other interest income                               |  |      | 122    |      |   | 315    |  
|                                                    |  |      |        |      |   |        |  
|Total interest income                               |  |      | 31,276 |      |   | 25,544 |  
|                                                    |  |      |        |      |   |        |  
|INTEREST EXPENSE                                    |  |      |        |      |   |        |  
|Interest on deposits                                |  |      | 12,321 |      |   | 9,732  |  
|Interest on borrowed funds                          |  |      | 4,315  |      |   | 2,791  |  
|                                                    |  |      |        |      |   |        |  
|Total interest expense                              |  |      | 16,636 |      |   | 12,523 |  
|                                                    |  |      |        |      |   |        |  
|Net interest income                                 |  |      | 14,640 |      |   | 13,021 |  
|Provision for loan losses                           |  |      | 3,150  |      |   | (72    | )
|                                                    |  |      |        |      |   |        |  
|Net interest income after provision for loan losses |  |      | 11,490 |      |   | 13,093 |  
|                                                    |  |      |        |      |   |        |  
|OTHER INCOME                                        |  |      |        |      |   |        |  
|Service charges on deposit accounts                 |  |      | 2,394  |      |   | 2,359  |  
|Insurance commissions, fees and premiums            |  |      | 1,219  |      |   | 1,238  |  
|Trust Department income                             |  |      | 594    |      |   | 551    |  
|Mortgage loan fees                                  |  |      | 497    |      |   | 225    |  
|Other income                                        |  |      | 1,052  |      |   | 1,438  |  
|Securities gains (losses), net                      |  |      | 43     |      |   | 2      |  
|Impairment loss on securities                       |  |      |       |      |   | (2,025 | )
|                                                    |  |      |        |      |   |        |  
|Total other income                                  |  |      | 5,799  |      |   | 3,788  |  
|                                                    |  |      |        |      |   |        |  
|OTHER EXPENSE                                       |  |      |        |      |   |        |  
|Salaries and employee benefits                      |  |      | 7,894  |      |   | 7,350  |  
|Premises and fixed asset expense                    |  |      | 2,134  |      |   | 1,717  |  
|Other expense                                       |  |      | 3,784  |      |   | 3,593  |  
|                                                    |  |      |        |      |   |        |  
|Total other expense                                 |  |      | 13,812 |      |   | 12,660 |  
|                                                    |  |      |        |      |   |        |  
|Income before income taxes                          |  |      | 3,477  |      |   | 4,221  |  
|Income taxes                                        |  |      | 860    |      |   | 1,111  |  
|                                                    |  |      |        |      |   |        |  
|Net income                                          |  | $    | 2,617  |      | $ | 3,110  |  
|                                                    |  |      |        |      |   |        |  
|Net income per share:                               |  |      |        |      |   |        |  
|Basic                                               |  | $    | 0.22   |      | $ | 0.27   |  
|                                                    |  |      |        |      |   |        |  
|Diluted                                             |  | $    | 0.22   |      | $ | 0.27   |  
|                                                    |  |      |        |      |   |        |  
|Dividends per common share                          |  | $    | 0.25   |      | $ | 0.25   |  
|                                                    |  |      |        |      |   |        |  



3



---

CADENCE FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                           |  |                |           |   |               |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | --------- | - | ------------- | - | --------- | -
|(In thousands)                                                                                                                             |  | Sept. 30, 2007 |           |   | Dec. 31, 2006 |  
|                                                                                                                                           |  | (Unaudited)    |           |   |               |  
|ASSETS                                                                                                                                     |  |                |           |   |               |   |           |  
|Cash and due from banks                                                                                                                    |  | $              | 40,714    |   |               | $ | 41,124    |  
|Interest-bearing deposits with banks                                                                                                       |  |                | 6,782     |   |               |   | 17,576    |  
|Federal funds sold and securities purchased under agreements to resell                                                                     |  |                | 704       |   |               |   | 24,804    |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total cash and cash equivalents                                                                                                            |  |                | 48,200    |   |               |   | 83,504    |  
|Securities available-for-sale                                                                                                              |  |                | 399,366   |   |               |   | 413,812   |  
|Securities held-to-maturity (estimated fair value of $24,050 at September 30, 2007 and $25,057 at December 31, 2006)                       |  |                | 22,929    |   |               |   | 23,478    |  
|Other securities                                                                                                                           |  |                | 16,041    |   |               |   | 11,290    |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total securities                                                                                                                           |  |                | 438,336   |   |               |   | 448,580   |  
|Loans                                                                                                                                      |  |                | 1,323,473 |   |               |   | 1,222,946 |  
|Less: allowance for loan losses                                                                                                            |  |                | (13,078   | ) |               |   | (12,236   | )
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Net loans                                                                                                                                  |  |                | 1,310,395 |   |               |   | 1,210,710 |  
|Interest receivable                                                                                                                        |  |                | 14,260    |   |               |   | 12,345    |  
|Premises and equipment, net                                                                                                                |  |                | 34,380    |   |               |   | 32,535    |  
|Goodwill and other intangible assets                                                                                                       |  |                | 70,024    |   |               |   | 71,342    |  
|Other assets                                                                                                                               |  |                | 50,497    |   |               |   | 40,932    |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total Assets                                                                                                                               |  | $              | 1,966,092 |   |               | $ | 1,899,948 |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                       |  |                |           |   |               |   |           |  
|Liabilities:                                                                                                                               |  |                |           |   |               |   |           |  
|Noninterest-bearing deposits                                                                                                               |  | $              | 178,536   |   |               | $ | 178,018   |  
|Interest-bearing deposits                                                                                                                  |  |                | 1,212,089 |   |               |   | 1,282,505 |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total deposits                                                                                                                             |  |                | 1,390,625 |   |               |   | 1,460,523 |  
|Interest payable                                                                                                                           |  |                | 4,143     |   |               |   | 6,880     |  
|Federal funds purchased and securities sold under agreements to repurchase                                                                 |  |                | 99,889    |   |               |   | 80,838    |  
|Subordinated debentures                                                                                                                    |  |                | 37,114    |   |               |   | 37,114    |  
|Other borrowed funds                                                                                                                       |  |                | 231,526   |   |               |   | 112,664   |  
|Other liabilities                                                                                                                          |  |                | 11,013    |   |               |   | 10,664    |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total liabilities                                                                                                                          |  |                | 1,774,310 |   |               |   | 1,708,683 |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Shareholders Equity:                                                                                                                      |  |                |           |   |               |   |           |  
|Common stock - $1 par value, authorized 50,000,000 shares in 2007 and 2006; issued 11,894,932 shares in 2007 and 11,888,932 shares in 2006 |  |                | 11,895    |   |               |   | 11,889    |  
|Surplus                                                                                                                                    |  |                | 93,196    |   |               |   | 93,122    |  
|Retained earnings                                                                                                                          |  |                | 90,354    |   |               |   | 92,947    |  
|Accumulated other comprehensive income (loss)                                                                                              |  |                | (3,663    | ) |               |   | (6,693    | )
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total shareholders equity                                                                                                                 |  |                | 191,782   |   |               |   | 191,265   |  
|                                                                                                                                           |  |                |           |   |               |   |           |  
|Total Liabilities and Shareholders Equity                                                                                                 |  | $              | 1,966,092 |   |               | $ | 1,899,948 |  
|                                                                                                                                           |  |                |           |   |               |   |           |  



4



---

CADENCE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2007 AND 2006

(Unaudited)



|                                                                                  |  |      |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|(Amounts in thousands)                                                            |  | 2007 |          |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |      |          |   |      |   |          |  
|Net income                                                                        |  | $    | 6,330    |   |      | $ | 9,854    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |          |   |      |   |          |  
|Depreciation and amortization                                                     |  |      | 3,552    |   |      |   | 2,900    |  
|Deferred income taxes                                                             |  |      | (210     | ) |      |   | (710     | )
|Provision for loan losses                                                         |  |      | 5,279    |   |      |   | 1,156    |  
|Loss (gain) on sale of securities, net                                            |  |      | 89       |   |      |   | (21      | )
|Impairment loss on securities                                                     |  |      | 5,097    |   |      |   | 2,025    |  
|(Increase) decrease in interest receivable                                        |  |      | (1,915   | ) |      |   | (2,386   | )
|(Increase) decrease in loans held for sale                                        |  |      | 703      |   |      |   | (1,576   | )
|(Increase) decrease in other assets                                               |  |      | (11,310  | ) |      |   | (1,919   | )
|Increase (decrease) in interest payable                                           |  |      | (2,737   | ) |      |   | 1,959    |  
|Increase (decrease) in other liabilities                                          |  |      | 349      |   |      |   | (640     | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash provided by (used in) operating activities                               |  |      | 5,227    |   |      |   | 10,642   |  
|                                                                                  |  |     
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |      |          |   |      |   |          |  
|Cash paid in excess of cash equivalents for acquisition                           |  |      |         |   |      |   | (32,461  | )
|Proceeds from maturities and calls of securities                                  |  |      | 46,039   |   |      |   | 49,883   |  
|Proceeds from sale of securities                                                  |  |      | 166,823  |   |      |   | 7,366    |  
|Purchase of securities                                                            |  |      | (202,808 | ) |      |   | (81,554  | )
|(Increase) decrease in loans                                                      |  |      | (105,667 | ) |      |   | (112,122 | )
|(Additions) disposal of premises and equipment                                    |  |      | (4,013   | ) |      |   | (5,817   | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash provided by (used in) investing activities                               |  |      | (99,626  | ) |      |   | (174,705 | )
|                                                                                  |  |     
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |      |          |   |      |   |          |  
|Increase (decrease) in deposits                                                   |  |      | (69,898  | ) |      |   | 74,177   |  
|Dividend paid on common stock                                                     |  |      | (8,923   | ) |      |   | (7,751   | )
|Increase (decrease) in borrowed funds                                             |  |      | 137,913  |   |      |   | 39,187   |  
|Stock issued for acquisition                                                      |  |      |         |   |      |   | 19,003   |  
|Proceeds from equity offering                                                     |  |      |         |   |      |   | 50,591   |  
|Charges related to equity offering                                                |  |      |         |   |      |   | (373     | )
|Other financing activities                                                        |  |      | 3        |   |      |   | 218      |  
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash provided by (used in) financing activities                               |  |      | 59,095   |   |      |   | 175,052  |  
|                                                                                  |  |     
|Net increase (decrease) in cash and cash equivalents                              |  |      | (35,304  | ) |      |   | 10,989   |  
|Cash and cash equivalents at beginning of year                                    |  |      | 83,504   |   |      |   | 43,122   |  
|                                                                                  |  |      |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $    | 48,200   |   |      | $ | 54,111   |  
|                                                                                  |  |      |          |   |      |   |          |  
|Cash paid during the period for:                                                  |  |      |          |   |      |   |          |  
|Interest                                                                          |  | $    | 51,232   |   |      | $ | 29,735   |  
|                                                                                  |  |      |          |   |      |   |          |  
|Income taxes                                                                      |  | $    | 5,387    |   |      | $ | 4,789    |  
|                                                                                  |  |      |          |   |      |   |          |  

Certain previously reported amounts have been reclassified to agree with current presentation.



5



---

CADENCE FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements include the
accounts of Cadence Financial Corporation (the Corporation), Cadence Bank, N.A. (Cadence or the Bank), a wholly owned subsidiary of the Corporation, Enterprise Bancshares, Inc. (Enterprise), a wholly
owned subsidiary of the Corporation, Galloway-Chandler-McKinney Insurance Agency, Inc. (GCM), a wholly owned subsidiary of Cadence, NBC Insurance Services of Alabama, Inc. (Insurance), a wholly owned subsidiary of Cadence,
NBC Service Corporation (Service), a wholly owned subsidiary of Cadence, and Commerce National Insurance Company (CNIC), a wholly owned subsidiary of Service. All significant intercompany accounts and transactions have been
eliminated.

In the normal decision making process, management makes certain estimates and assumptions that affect the reported amounts that appear in
these statements. Although management believes that the estimates and assumptions are reasonable and are based on the best information available, actual results could differ.

In the opinion of management, all adjustments necessary for the fair presentation of the financial statements presented in this report have been made. Such adjustments were of a normal recurring nature.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United
States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Corporations latest annual report on Form 10-K.

Note 1. Recently Issued Accounting Pronouncements

In
February 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement allows an irrevocable election to measure
certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with unrealized gains and losses recognized currently in earnings. Under this Statement, the fair value option may only be elected at the time of
initial recognition of a financial asset or financial liability or upon the occurrence of certain specified events. The Statement is effective for fiscal years beginning after November 15, 2007, with early adoption permitted if FASB Statement
No. 157, Fair Value Measurements, is adopted concurrently, and if the adoption is made within 120 days of the beginning of the fiscal year and before any periodic financial statements are issued. The Corporation elected early
adoption of FASB Statement No. 159 and adopted FASB Statement No. 157, effective January 1, 2007. See Note 10 for related disclosures.

In
September 2006, the FASB ratified the consensus reached in Emerging Issues Task Force (EITF) Issue No. 06-04, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements. Under the terms of an endorsement arrangement, an employer owns and controls a policy that will provide future postretirement benefits to an employee. EITF Issue No. 06-04 requires that a liability be recognized for the
benefit obligation, together with related compensation cost, based on the substantive agreement with the employee, because such obligations are not considered to be effectively settled upon entering into the related insurance arrangements. EITF
Issue No. 06-04 is effective for the first interim reporting period beginning after December 15, 2007, with the guidance applied using either a retrospective approach or a cumulative-effect adjustment to retained earnings as of the
beginning of the year of adoption. The Corporation is currently assessing the financial statement impact of applying the provisions of EITF Issue No. 06-04.

Note 2. Goodwill and Other Intangible Assets

Goodwill represents the cost of acquired institutions in excess of the fair
value of the net assets acquired. In accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets, the Corporation does not amortize goodwill but performs periodic testing of goodwill for impairment. At
September 30, 2007, the Corporation had approximately $66.9 million of goodwill on its consolidated balance sheet, which will remain at that level unless it becomes impaired under the definition of impairment in Statement No. 142.



6



---

Other identifiable intangible assets consist primarily of the core deposit premium arising from acquisitions. The core
deposit premium was established using the discounted cash flow approach and is being amortized using an accelerated method over the estimated remaining life of the acquired core deposits.

Note 3. Stock Options/Performance Share Grants

The Corporation accounts for
stock options in accordance with FASB Statement No. 123(R), Share-Based Payment. This Statement requires that the fair value of equity instruments exchanged for employee services (as determined on the grant date of the award) be
recognized as compensation cost over the period during which an employee is required to provide service in exchange for the award  the requisite service period (usually the vesting period).

In 2006, the Corporations shareholders adopted a new Long-Term Incentive Compensation Plan. This plan gave the Compensation Committee of the Board of Directors
additional alternatives for using share-based compensation. During 2006, the Committee granted 18,750 performance shares to certain officers. These shares vest in equal amounts over a four-year period, following the period in which the performance
targets are attained. The performance targets have been attained for the 2006 grants; however, 3,000 of these shares have been forfeited as of September 30, 2007. During the nine months ended September 30, 2007, the Committee granted an
additional 70,300 performance shares to certain officers. The performance targets have been met for 9,000 of those shares as of September 30, 2007, and the shares will vest in equal amounts over a four-year period. Also, 3,500 of the shares
have been forfeited. The remaining 57,800 shares are not considered issued, as the performance targets for earning them have not been met as of September 30, 2007. For the three and nine months ended September 30, 2007, compensation
expense relating to performance shares totaled $44,000 and $123,000, respectively.

Note 4. Variable Interest Entities

Through two business trust subsidiaries, the Corporation has issued $37.1 million in subordinated debentures that were used to support trust preferred securities. These
debentures are the sole assets of the trust subsidiaries. In accordance with FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, neither of the trust subsidiaries is consolidated into the financial statements
of the Corporation.



7



---

Note 5. Comprehensive Income

The following tables disclose comprehensive income for the periods reported in the Consolidated Statements of Income:



|                                                                     |  |                    |        |   |      |   |         |  
|-------------------------------------------------------------------- |  | ------------------ | ------ | - | ---- | - | ------- | -
|                                                                     |  | Nine Months Ended  |       
|                                                                     |  | September 30,      |       
|(In thousands)                                                       |  | 2007               |        |   | 2006 |  
|Net income                                                           |  | $                  | 6,330  |   |      | $ | 9,854   |  
|Net change in other comprehensive income (loss):                     |  |                    |        |   |      |   |         |  
|Realized (gains) losses included in net income                       |  |                    | 55     |   |      |   | (13     | )
|Impairment loss on securities                                        |  |                    | 3,147  |   |      |   | 1,250   |  
|Unrealized gains (losses) on securities                              |  |                    | (203   | ) |      |   | 1,235   |  
|Unrealized gains (losses) on interest rate swaps                     |  |                    | 31     |   |      |   | (51     | )
|                                                                     |  |                    |        |   |      |   |         |  
|Net change in other comprehensive income (loss)                      |  |                    | 3,030  |   |      |   | 2,421   |  
|                                                                     |  |                    |        |   |      |   |         |  
|Comprehensive income                                                 |  | $                  | 9,360  |   |      | $ | 12,275  |  
|                                                                     |  |                    |        |   |      |   |         |  
|Accumulated other comprehensive income (loss) at beginning of period |  | $                  | (6,693 | ) |      | $ | (8,160  | )
|Net change in other comprehensive income (loss)                      |  |                    | 3,030  |   |      |   | 2,421   |  
|                                                                     |  |                    |        |   |      |   |         |  
|Accumulated other comprehensive income (loss) at end of period       |  | $                  | (3,663 | ) |      | $ | (5,739  | )
|                                                                     |  |                    |        |   |      |   |         |  
|                                                                     | 
|                                                                     |  | Three Months Ended |       
|                                                                     |  | September 30,      |       
|(In thousands)                                                       |  | 2007               |        |   | 2006 |  
|Net income                                                           |  | $                  | 2,617  |   |      | $ | 3,110   |  
|Net change in other comprehensive income (loss):                     |  |                    |        |   |      |   |         |  
|Realized (gains) losses included in net income                       |  |                    | (27    | ) |      |   | (1      | )
|Impairment loss on securities                                        |  |                    |       |   |      |   | 1,250   |  
|Unrealized gains (losses) on securities                              |  |                    | 2,106  |   |      |   | 4,784   |  
|Unrealized gains (losses) on interest rate swaps                     |  |                    | 18     |   |      |   | 53      |  
|                                                                     |  |                    |        |   |      |   |         |  
|Net change in other comprehensive income (loss)                      |  |                    | 2,097  |   |      |   | 6,086   |  
|                                                                     |  |                    |        |   |      |   |         |  
|Comprehensive income                                                 |  | $                  | 4,714  |   |      | $ | 9,196   |  
|                                                                     |  |                    |        |   |      |   |         |  
|Accumulated other comprehensive income (loss) at beginning of period |  | $                  | (5,760 | ) |      | $ | (11,825 | )
|Net change in other comprehensive income (loss)                      |  |                    | 2,097  |   |      |   | 6,086   |  
|                                                                     |  |                    |        |   |      |   |         |  
|Accumulated other comprehensive income (loss) at end of period       |  | $                  | (3,663 | ) |      | $ | (5,739  | )
|                                                                     |  |                    |        |   |      |   |         |  



8



---

Note 6. Defined Benefit Pension Plan

The following tables contain the components of the net periodic benefit cost of the Corporations defined benefit pension plan for the periods indicated:



|                                         |  |                    |      |   |      |   |       |  
|---------------------------------------- |  | ------------------ | ---- | - | ---- | - | ----- | -
|                                         |  | Nine Months Ended  |     
|                                         |  | September 30,      |     
|(In thousands)                           |  | 2007               |      |   | 2006 |  
|Service cost                             |  | $                  | 475  |   |      | $ | 436   |  
|Interest cost                            |  |                    | 518  |   |      |   | 528   |  
|Expected return on assets                |  |                    | (612 | ) |      |   | (627  | )
|Net (gain)/loss recognition              |  |                    | 255  |   |      |   | 284   |  
|Prior service cost amortization          |  |                    | (94  | ) |      |   | (94   | )
|                                         |  |                    |      |   |      |   |       |  
|Preliminary net periodic benefit cost    |  |                    | 542  |   |      |   | 527   |  
|Immediate recognition due to settlements |  |                    |     |   |      |   | 955   |  
|                                         |  |                    |      |   |      |   |       |  
|Net periodic benefit cost                |  | $                  | 542  |   |      | $ | 1,482 |  
|                                         |  |                    |      |   |      |   |       |  
|                                         | 
|                                         |  | Three Months Ended |     
|                                         |  | September 30,      |     
|(In thousands)                           |  | 2007               |      |   | 2006 |  
|Service cost                             |  | $                  | 164  |   |      | $ | 145   |  
|Interest cost                            |  |                    | 174  |   |      |   | 176   |  
|Expected return on assets                |  |                    | (201 | ) |      |   | (209  | )
|Net (gain)/loss recognition              |  |                    | 89   |   |      |   | 95    |  
|Prior service cost amortization          |  |                    | (31  | ) |      |   | (31   | )
|                                         |  |                    |      |   |      |   |       |  
|Preliminary net periodic benefit cost    |  |                    | 195  |   |      |   | 176   |  
|Immediate recognition due to settlements |  |                    |     |   |      |   | 318   |  
|                                         |  |                    |      |   |      |   |       |  
|Net periodic benefit cost                |  | $                  | 195  |   |      | $ | 494   |  
|                                         |  |                    |      |   |      |   |       |  

The expected rate of return for 2007 and 2006 was 7.5%.

Note 7. Investment Securities

In accordance with FASB Staff Position Nos.
FAS 115-1 and FAS 124-1, The Meaning of Other-than-Temporary Impairment and Its Application to Certain Investments, for the quarter and nine-month period ended September 30, 2007, management reviewed the securities portfolio for
securities that had unrealized losses for more than twelve months that could be considered other-than-temporary. As of September 30, 2007, approximately 60% of the number of securities in the portfolio reflected an unrealized loss.

In conducting its review for other-than-temporary impairment, management evaluated a number of factors, including, but not limited to, the following: the amount of
the unrealized loss; the length of time the unrealized loss has existed; the financial condition of the issuer; rating agency changes on the security; and managements intent and ability to hold the security for a period of time sufficient to
allow for any anticipated recovery in fair value. Based on this review, management does not believe any individual security with an unrealized loss as of September 30, 2007, is other-than-temporarily impaired.



9



---

The Corporation recognized a $5.1 million impairment loss in the first quarter of 2007 relating to certain collateralized
mortgage obligations and mortgage-backed securities. These securities were sold in early April, and the proceeds were invested in agency securities.

Note
8. Acquisitions

On November 14, 2006, the Corporation completed the acquisition of Seasons Bancshares, Inc. (Seasons), and its subsidiary
bank, Seasons Bank, located in Blairsville, Georgia. The acquisition will allow the Corporation to expand its business into other growing Georgia markets. The acquisition was an all-cash transaction valued at approximately $17.6 million. As part of
this total, option and warrant holders received the difference between the cash price and the exercise price of the options or warrants. Seasons assets and liabilities were recorded on the balance sheet at their respective fair values as of
the closing date.

The following table summarizes the preliminary allocation of the purchase price to the assets and liabilities acquired on
November 14, 2006. The Corporation is in the process of obtaining income tax basis information on certain assets; thus, the allocation of the purchase price is subject to refinement.



|                               |  |   |         |  
|------------------------------ |  | - | ------- | -
|(In thousands)                 |  |   |        
|Cash and cash equivalents      |  | $ | 2,712   |  
|Securities                     |  |   | 5,783   |  
|Loans                          |  |   | 77,430  |  
|Less allowance for loan losses |  |   | (1,735  | )
|                               |  |   |         |  
|Net loans                      |  |   | 75,695  |  
|Premises and equipment         |  |   | 3,765   |  
|Goodwill                       |  |   | 10,160  |  
|Core deposit intangible        |  |   | 424     |  
|Other assets                   |  |   | 2,212   |  
|                               |  |   |         |  
|Total assets acquired          |  |   | 100,751 |  
|                               |  |   |         |  
|Deposits                       |  |   | 82,089  |  
|Other liabilities              |  |   | 1,100   |  
|                               |  |   |         |  
|Total liabilities assumed      |  |   | 83,189  |  
|                               |  |   |         |  
|Net assets acquired            |  | $ | 17,562  |  
|                               |  |   |         |  

On August 17, 2006, the Corporation completed the acquisition of SunCoast Bancorp, Inc.
(SunCoast), and its subsidiary bank, SunCoast Bank, located in Sarasota and Manatee Counties, Florida. The acquisition will allow the Corporation to expand further into the rapidly growing markets of Tampa, Sarasota, and Naples, Florida.
The acquisition was valued at approximately $35.9 million, of which 45% was paid in cash and 55% was paid in shares of the Corporations common stock. Option holders received the difference between the cash election price and the option price
of their options, or an aggregate of approximately $1.0 million. SunCoasts assets and liabilities were recorded on the balance sheet at their respective fair values as of the closing date.



10



---

The following table summarizes the allocation of the purchase price to the assets and liabilities acquired on
August 17, 2006.



|                               |  |   |         |  
|------------------------------ |  | - | ------- | -
|(In thousands)                 |  |   |        
|Cash and cash equivalents      |  | $ | 3,563   |  
|Securities                     |  |   | 9,217   |  
|Loans                          |  |   | 125,584 |  
|Less allowance for loan losses |  |   | (1,382  | )
|                               |  |   |         |  
|Net loans                      |  |   | 124,202 |  
|Premises and equipment         |  |   | 4,278   |  
|Goodwill                       |  |   | 20,337  |  
|Core deposit intangible        |  |   | 1,631   |  
|Other assets                   |  |   | 1,231   |  
|                               |  |   |         |  
|Total assets acquired          |  |   | 164,459 |  
|                               |  |   |         |  
|Deposits                       |  |   | 128,085 |  
|Other liabilities              |  |   | 434     |  
|                               |  |   |         |  
|Total liabilities assumed      |  |   | 128,519 |  
|                               |  |   |         |  
|Net assets acquired            |  | $ | 35,940  |  
|                               |  |   |         |  

The Corporations financial statements include the results of operations for Seasons and SunCoast from their
respective merger dates. The pro forma impact of these acquisitions on the Corporations results of operations was immaterial. Goodwill resulting from these acquisitions is not deductible for income tax purposes.

Note 9. Derivative Instruments

In 2006, the Corporation hedged a portion of
its floating rate prime based lending portfolio by entering into floating to fixed interest rate swaps. As of September 30, 2007, the total notional amount of the outstanding swaps was $20 million. Original maturities on these swaps ranged from
eighteen to twenty-four months, and rates ranged from 8.01% to 8.02%. The transactions are cash flow hedges as defined by FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and they are accounted
for under the provisions of that Statement.

The effectiveness of the transactions described above was tested as of September 30, 2007, in accordance
with Statement No. 133, and management determined that as of that date, the transactions remained highly effective, as defined by the Statement. For the quarter and nine months ended September 30, 2007, $18,000 and $31,000 in
unrealized gains (net of tax), respectively, were recorded as adjustments to accumulated other comprehensive income (loss) for the increase in fair value of these transactions. For the quarter and nine months ended September 30, 2006, $53,000
in unrealized gains (net of tax) and $51,000 in unrealized losses (net of tax), respectively, were recorded as adjustments to accumulated other comprehensive income (loss) for the increase and decline in fair value of these transactions.

Note 10. Fair Value

The Corporation elected early adoption of FASB
Statement No. 159 and adopted FASB Statement No. 157, effective January 1, 2007. As of September 30, 2007, the Corporations balance sheet does not include any financial assets or liabilities for which the fair value option
of Statement No. 159 was elected.

The following table reflects assets measured at fair value on a recurring basis:



|                              |  |                    |        
|----------------------------- |  | ------------------ | -------
|                              |  | Fair Value at     
|(In thousands)                |  | September 30, 2007
|Available-for-sale securities |  | $                  | 399,366

Fair value for these assets was determined by reference to quoted market prices in active markets for identical
assets.



11



---

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

The following provides a
narrative discussion and analysis of significant changes in our results of operations and financial condition for the quarter and nine months ended September 30, 2007. Certain information included in this discussion contains forward-looking
statements and information that are based on managements conclusions, drawn from certain assumptions and information currently available. The Private Securities Litigation Act of 1995 encourages the disclosure of forward-looking information by
management by providing a safe harbor for such information. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and
are subject to risks and uncertainties, which could cause the actual results to differ materially from our expectations. The forward-looking statements made in this document are based on managements beliefs, as well as assumptions made by and
information currently available to management. When used in our documents, the words anticipate, believe, estimate, expect, objective, projection, forecast,
goal and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with forward-looking statements, factors that could cause our
actual results to differ materially from those contemplated in any forward-looking statements include, among others, increased competition, regulatory factors, economic conditions, changing interest rates, changing market conditions, availability or
cost of capital, employee workforce factors, cost and other effects of legal and administrative proceedings, changes in federal, state or local laws and regulations and other factors identified in Part II, Item 1A, Risk Factors,
included in this Form 10-Q, and Item 1A, Risk Factors and Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2006 and that may
be discussed from time to time in our reports filed with the Securities and Exchange Commission subsequent to this report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of changes in actual
results, changes in assumptions or other factors affecting such statements.

Introduction and Management Overview

Cadence Financial Corporation is a financial holding company that owns Cadence Bank, N.A. (Cadence or the Bank), which operates in Mississippi,
Alabama, Tennessee, Florida and Georgia. We provide full financial services, including banking, trust services, mortgage services, insurance and investment products. Our stock is traded on The NASDAQ Global Select Market (NASDAQ) under
the ticker symbol of CADE.

For purposes of the following discussion, the words the Corporation, we, us and
our refer to the combined entities of Cadence Financial Corporation and Cadence, unless the context suggests otherwise.

For the first nine
months of 2007, our net interest margin was 3.30%, compared to 3.52% for the same period of 2006. Our loan yields increased by 29 basis points as compared to the first nine months of 2006, as the yields on the loan portfolio, which is composed of
approximately 62% variable rate loans and 38% fixed rate loans, increased. In addition, our average loan balances increased by approximately $354 million. However, our net interest margin was negatively impacted by the increase in our overall cost
of funds (76 basis points as compared to the first nine months of 2006), as the rate environment continued to put pressure on deposit and other borrowing rates.

Our provision for loan losses was substantially higher in the first nine months of 2007 as compared to the first nine months of 2006, due primarily to some large credits and a softening in certain real estate sectors. Our underwriting
standards for certain segments have tightened based on recent changes in market conditions, and we believe that the current level of our allowance for loan losses is adequate as of September 30, 2007.

Noninterest income, exclusive of securities gains and losses, was $16.8 million for the first nine months of 2007 and $15.9 million for the first nine months of 2006.
During the first nine months of 2007, noninterest income, exclusive



12



---

of securities gains and losses, accounted for 15.5% of total income. The growth of noninterest income continues to be one of our major strategic goals.

Another goal of management in 2007 is to continue to control the level of noninterest expenses. During the first nine months of 2007, total noninterest
expenses increased by $4.8 million, or 13.3%, from the same period of 2006, primarily resulting from increased salaries, employee benefits, premises and fixed asset costs relating to our newly opened or acquired locations in Alabama, Tennessee,
Florida and Georgia.

For the first nine months of 2007, we reported net income of $6.3 million, or $0.53 per share, compared to $9.9 million, or $1.01 per
share, for the first nine months of 2006. The net income for 2007 includes a $5.1 million ($3.1 million after tax) impairment loss recorded for certain investment securities. The impairment loss resulted from our rescinding the application of FASB
Statement No. 159 to those securities. The securities were sold in early April and the proceeds were reinvested in higher-yielding securities that are expected to provide approximately $1.0 million annually in additional net interest income in
future periods. The impairment loss was responsible for $0.26 of the difference in earnings per share between the first nine months of 2007 and the first nine months of 2006; however, average weighted shares outstanding also increased by 21.6%,
resulting from the $50.2 million stock offering and shares issued in the SunCoast acquisition during 2006.

We are continuing our efforts to grow loans and
improve our margin. With potential improvement in the Mississippi market, the continued strong growth in Tennessee and Alabama, and the addition of the Florida and Georgia markets, management believes that we will be able to achieve solid loan
growth in 2007. The expansion or even maintenance of the margin, however, will be a more difficult objective to attain in the current interest rate environment. With the recent interest rate reductions by the Federal Reserve, our variable rate loans
are repricing downward in response to these cuts. However, the need for core deposits makes it very difficult to reduce the cost of these funds. There is strong competition for core deposits as all banks struggle to maintain this very important
component of their funding. Additionally, our need for funding has increased as our loan demand has increased, requiring us to pay higher rates to grow deposits.

Currently, management expects, based on available information, that interest rates will decline during the fourth quarter of 2007. We expect growth to continue in the Memphis and Tuscaloosa markets and anticipate that our recent entries
into the Birmingham and Nashville MSAs and Florida will continue to provide us with additional growth markets. However, we do expect this growth to slow during the fourth quarter of 2007. We based our fourth quarter 2007 projections on these
expectations. If these trends move differently than expected in either direction or speed, they could have a material impact on our financial condition and results of operations. The areas of our operations most directly impacted would be the net
interest margin, loan and deposit growth and the provision for loan losses.

We continue to look for ways to grow noninterest income. The continued growth
in the Memphis market, the expansion into the Birmingham and Nashville MSAs and the acquisitions of SunCoast in Florida and Seasons in Georgia should provide new customer bases for our other banking products and services.

In the area of noninterest income, our primary objective for 2007 is to expand our mortgage origination efforts into our new markets in Alabama and Tennessee. This
process began in late 2006, with the reorganization of our mortgage division to take advantage of these opportunities. We will also continue our efforts to control noninterest expenses by working to achieve maximum efficiencies within our new
expanded footprint. Reducing our efficiency ratio remains a key objective.

Our primary objective for the remainder of 2007 is to grow net income. The
previously mentioned growth in assets, expansion of noninterest income, and control of noninterest expenses will all contribute to this net income growth. Other areas of focus to accomplish this goal will be controlling the cost of funding that will
be needed to both support our current asset levels and our expected growth and maintaining our level of credit quality. Funding is a challenging issue, due to the current rate environment. This situation makes it very difficult to obtain the desired
spread between loan yields and cost of funds. If the economy slows or the real estate market continues to soften, credit quality will become a more significant issue. In managements opinion, the current level of the allowance for loan losses
is sufficient for the level of anticipated losses in our current loan portfolio. Also, we have tightened our



13



---

underwriting standards for certain segments based on recent changes in market conditions.

Also, any net income growth for the remainder of 2007 will not translate into growth in earnings per share. The average shares outstanding for 2006 were 10,323,000. In 2007, we estimate that average shares outstanding
will be at least 11,896,000, an increase of 1,573,000, or 15.2%.

Critical Accounting Policies

Our accounting and financial reporting policies conform to United States generally accepted accounting principles and to general practices within the banking industry.
Note A of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2006, contains a summary of our accounting policies. Management is of the opinion that Note A, read in
conjunction with all other information in the annual report, including managements letter to shareholders, and this managements discussion and analysis, is sufficient to provide the reader with the information needed to understand our
financial condition and results of operations.

It is managements opinion that the areas of the financial statements that require the most difficult,
subjective and complex judgments, and, therefore, contain the most critical accounting estimates, are the provision for loan losses and the resulting allowance for loan losses; the liability and expense relating to our pension and other
postretirement benefit plans; issues relating to other-than-temporary impairment losses in the securities portfolio; and goodwill and other intangible assets.

Provision for Loan Losses/Allowance for Loan Losses

Our provision for loan losses is utilized to replenish the allowance for loan losses on
the balance sheet. The allowance is maintained at a level deemed adequate by management and the Board of Directors after their evaluation of the risk exposure contained in our loan portfolio. The senior credit officers and the loan review staff
perform the methodology used to make this determination of risk exposure on a quarterly basis. As a part of this evaluation, certain loans are individually reviewed to determine if there is an impairment of our ability to collect the loans and the
related interest. This determination is generally made based on collateral value. If the senior credit officers and loan review staff determine that impairments exist, specific portions of the allowance are allocated to these individual loans. We
group all other loans into homogeneous pools and determine risk exposure by considering the following list of factors (this list is not all-inclusive and the factors reviewed may change as circumstances change): historical loss experiences; trends
in delinquencies and non-accruals; and national, regional and local economic conditions. (These economic conditions would include, but not be limited to, general real estate conditions, the current interest rate environment and trends, unemployment
levels and other information, as deemed appropriate.) Additionally, management looks at specific external credit risk factors that bring additional risk into the portfolio. For the period ended September 30, 2007, we identified the following
five external risk factors: (1) stagnant to negative employment reports for the northeast Mississippi area; (2) the current higher rate environment resulting in higher borrowing costs and lower debt service coverages; (3) increased
risk associated with commercial real estate credits; (4) slowdown trend in the real estate market; and (5) lack of familiarity with the north Georgia market. These external risk factors will be re-evaluated on a quarterly basis. Management
makes its estimates of the credit risk in the portfolio and the amount of provision needed to keep the allowance for loan losses at an appropriate level using what management believes are the best and most current sources of information available at
the time of the estimates; however, many of these factors can change quickly and with no advance warning. If management significantly misses its estimates in any period, it can have a material impact on the results of operations for that period and
for subsequent periods.

Pension and Other Postretirement Benefit Plans

Another area that requires subjective and complex judgments is the liability and expense relating to our pension and other postretirement benefit plans. We maintain several benefit plans for our employees. They
include a defined benefit pension plan, a defined contribution pension plan, a 401(k) plan and a deferred compensation plan. We make all contributions to these plans when due.



14



---

The defined benefit pension plan is the only plan that requires multiple assumptions to determine the liability under the
plan. This plan has been frozen to new participants for several years. Management evaluates, reviews with the plan actuaries, and updates as appropriate the assumptions used in the determination of pension liability, including the discount rate, the
expected rate of return on plan assets, and increases in future compensation. Actual experience that differs from the assumptions could have a significant impact on our financial position and results of operations. The discount rate and the expected
rate of return on the plan assets have a significant impact on the actuarially computed present value of future benefits that is recorded on the financial statements as a liability and the corresponding pension expense.

In selecting the expected rate of return, management, in consultation with the plan trustees, selected a rate based on assumptions compared to recent returns and
economic forecasts. We consider the current allocation of the portfolio and the probable rates of return of each investment type. In selecting the appropriate discount rate, management, with the assistance of actuarial consultants, performs an
analysis of the plans projected benefit cash flows against discount rates from a national Pension Discount Curve (a yield curve used to measure pension liabilities).

FASB Statement No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, requires us to recognize the funded status of the plan (defined as the difference between
the fair value of plan assets and the projected benefit obligation) on the balance sheet and to recognize in other comprehensive income any gains or losses and prior service costs or benefits not included as components of periodic benefit cost.

Other-Than-Temporary Impairment of Investment Securities

A third area that requires subjective and complex judgments on the part of management is the review of the investments in the securities portfolio for other-than-temporary impairments. EITF Issue 03-01 and FASB FSP FAS 115-1 and FAS 124-1,
The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, require us to review our investment portfolio and determine if it has impairment losses that are other-than-temporary. In making its
determination, management considers the following items: (1) the length of time and extent to which the current market value has been less than cost; (2) evidence of a forecasted recovery; (3) financial condition and the industry
environment of the issuer; (4) downgrades of the securities by rating agencies; (5) whether there has been a reduction or elimination of dividends or interest payments; (6) whether we have the intent or ability to hold the securities
for a period of time sufficient to allow for anticipated recovery of fair value; and (7) interest rate trends that may impact recovery and realization. As of March 31, 2007, we recorded an other-than-temporary impairment loss of $5.1
million on certain collateralized mortgage obligations (CMOs) and mortgage-backed securities. The securities were sold in early April.

Goodwill and Other Intangible Assets

FASB Statement No. 142, Goodwill and Other Intangible Assets, eliminated the
requirement to amortize goodwill; however, it does require periodic testing for impairment. We completed our impairment test in accordance with Statement No. 142 in October 2007 and concluded that no impairment writedown was warranted. At
September 30, 2007, we had approximately $66.9 million of goodwill on our balance sheet, which will remain at that level unless it becomes impaired under the definition of impairment in Statement No. 142.

Other Accounting/Regulatory Issues

In the normal course of business,
our wholly owned subsidiary bank, Cadence, makes loans to related parties, including our directors and executive officers and their relatives and affiliates. We make these loans on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with other parties. Also, the loans are consistent with sound banking practices and within applicable regulatory and lending limitations. Please see Note O in the Notes to
Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2006, and our proxy statement for additional details concerning related party transactions.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits loans to executive officers. However, the rule does not apply to any loan made or maintained by an
insured depository institution if the loan is subject to the insider lending restrictions of section 22(h) of the Federal Reserve Act. All loans that the Bank makes to executive officers are subject to the above referenced section of the Federal
Reserve Act.



15



---

We own two business trusts, both organized under the laws of the State of Connecticut for the purpose of issuing trust
preferred securities. In accordance with FASB Interpretation No. 46 (revised December 2003), the trusts, which are considered variable interest entities, are not consolidated into our financial statements because the only activity of the
variable interest entities is the issuance of the trust preferred securities.

Effective January 1, 2007, we elected early adoption of FASB Statement
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement allows an irrevocable election to measure certain financial assets and financial liabilities at fair value on an instrument-by-instrument
basis, with unrealized gains and losses recognized currently in earnings. Under this Statement, the fair value option may only be elected at the time of initial recognition of a financial asset or financial liability or upon the occurrence of
certain specified events. As of September 30, 2007, our balance sheet does not include any financial assets or liabilities for which the fair value option of Statement No. 159 was elected.

Because we elected early adoption of Statement No. 159, we were also required to adopt FASB Statement No. 157, Fair Value Measurements,
concurrently. The adoption of Statement No. 157 had no significant impact on our financial position.

Results of Operations

First nine months of 2007 compared to the first nine months of 2006

Earnings for the first nine months of 2007 were $6.3 million, or $.53 per share, compared to $9.9 million, or $1.01 per share, for the first nine months of 2006.

Net interest income for the first nine months of 2007 was $42.7 million, compared to $36.8 million for 2006, an increase of 15.8%. During this period, the net interest margin was 3.30%, compared to 3.52% for the same
period of 2006. In comparing the first nine months of 2007 to the same period of 2006, we gained 50 basis points of yield on our earning assets. However, during this period, the cost of funds increased by 76 basis points. Average earning assets
increased to $1.73 billion in 2007 from $1.40 billion in 2006, an increase of $330.6 million, or 23.6%. This increase is primarily composed of an increase in average loan balances, from $914.4 million during the first nine months of 2006 to $1.27
billion during the first nine months of 2007. From the first nine months of 2006 to the first nine months of 2007, the yield on loans increased from 7.54% to 7.83%, the yield on federal funds sold increased from 5.10% to 5.25% and the yield on the
investment securities portfolio increased from 4.67% to 4.88%. For additional information, see the table entitled Analysis of Net Interest Earnings at the end of this section.

The provision for loan losses increased from $1.2 million during the first nine months of 2006 to $5.3 million in the same period of 2007. This significant increase is
due mostly to some large credits, including two commercial loans, a bankruptcy, and an agricultural loan, as well as a softening in certain real estate sectors. In managements opinion, the current level of the provision should be sufficient to
protect us from any unforeseen deterioration in the quality of the loan portfolio; however, any future softening in market conditions would be reflected in higher loan loss provisions in future periods.

Noninterest income includes various service charges, fees and commissions, including insurance commissions earned by GCM. It has been, and continues to be, one of our
strategic focuses to diversify our other income sources so that we can be less dependent on net interest income. Noninterest income, exclusive of securities gains and losses, increased by $836,000, or 5.2%, from the first nine months of 2006 to the
first nine months of 2007. The following table reflects the details of these amounts:



16



---

|                                         |  |                                 |        |      |   |        |  |   |      |  
|---------------------------------------- |  | ------------------------------- | ------ | ---- | - | ------ |  | - | ---- | -
|                                         |  | Nine Months Ended September 30, |       
|(In thousands)                           |  | 2007                            |        | 2006 |   | Change | 
|Service charges on deposit accounts      |  | $                               | 6,890  |      | $ | 6,587  |  | $ | 303  |  
|Insurance commissions, fees and premiums |  |                                 | 3,834  |      |   | 3,462  |  |   | 372  |  
|Trust Department income                  |  |                                 | 1,821  |      |   | 1,662  |  |   | 159  |  
|Mortgage loan fees                       |  |                                 | 1,309  |      |   | 548    |  |   | 761  |  
|Other income                             |  |                                 | 2,913  |      |   | 3,672  |  |   | (759 | )
|                                         |  |                                 |        |      |   |        |  |   |      |  
|Total other income                       |  | $                               | 16,767 |      | $ | 15,931 |  | $ | 836  |  
|                                         |  |                                 |        |      |   |        |  |   |      |  

Service charges on deposit accounts increased by $303,000, or 4.6%. The increase is due mostly to improved
management and oversight of our noninterest-bearing accounts. Insurance commissions, fees, and premiums increased by $372,000, or 10.7%, because of an increase in profit sharing received from the insurance carriers based on loss experience. Mortgage
loan fees increased by $761,000, or 138.9%, due primarily to our recent restructuring of the division and the expanding of our mortgage operations into our newer markets. Other noninterest income declined by $759,000, or 20.7%. This decline is due
to the recording of an $842,000 gain on early extinguishment of debt related to prepayments on certain Federal Home Loan Bank (FHLB) borrowings during the second and third quarters of 2006.

We recognized $89,000 in securities losses during the first nine months of 2007, compared to gains of $21,000 during the first nine months of 2006. During the first
quarter of 2007, we recognized a $5.1 million impairment loss on certain CMOs and mortgage-backed securities. Those securities were sold in early April and the proceeds reinvested in agency securities. In addition, during the third quarter of 2006,
we recognized a $2.0 million other-than-temporary impairment charge relating to certain Fannie Mae and Freddie Mac preferred stock.

Noninterest expense
represents ordinary overhead expenses. These expenses increased by $4.8 million, or 13.3%, during the first nine months of 2007, compared with the first nine months of 2006. The following table reflects the details of this change:



|                                 |  |                                 |        |      |   |        |  |   |      
|-------------------------------- |  | ------------------------------- | ------ | ---- | - | ------ |  | - | -----
|                                 |  | Nine Months Ended September 30,
|(In thousands)                   |  | 2007                            |        | 2006 |   | Change
|Salaries and employee benefits   |  | $                               | 23,395 |      | $ | 20,939 |  | $ | 2,456
|Premises and fixed asset expense |  |                                 | 6,308  |      |   | 4,911  |  |   | 1,397
|Other expense                    |  |                                 | 11,221 |      |   | 10,278 |  |   | 943  
|                                 |  |                                 |        |      |   |        |  |   |      
|Total other expense              |  | $                               | 40,924 |      | $ | 36,128 |  | $ | 4,796
|                                 |  |                                 |        |      |   |        |  |   |      

Salaries and employee benefits increased by $2.5 million, or 11.7%, and expenses associated with premises and
fixed assets increased by $1.4 million, or 28.4%. Both of these increases are due primarily to the branch expansion in Brentwood, Franklin and Memphis, Tennessee, and Hoover, Alabama, as well as the SunCoast and Seasons acquisitions. Other
noninterest expenses increased by $943,000, or 9.2%. This increase is due to increases in several expense categories, including accounting and professional fees, communications expense, computer service expense, and intangible asset amortization.

Changes in our income tax expense have generally paralleled changes in income. Our effective tax rate was 21.4% for the first nine months of 2007. The
significant decrease in income tax expense for the first nine months of 2007 results from the tax benefits of our tax-exempt income, which was a much larger percentage of our pre-tax income due to the impairment loss recorded in the first quarter of
2007 and the increased provision for loan losses during 2007.

Third quarter of 2007 compared to the third quarter of 2006



17



---

Earnings for the third quarter of 2007 were $2.6 million, or $.22 per share, compared to $3.1 million, or $.27 per share,
for the third quarter of 2006. This decrease resulted from a higher provision for loan losses in the third quarter of 2007, as discussed in more detail below.

Net interest income for the third quarter of 2007 was $14.6 million, compared to $13.0 million for 2006, an increase of 12.4%. During this quarter, the net interest margin was 3.31%, compared to 3.43% for the same period of 2006. This
decrease in margin was partially due to the cost of funds increasing at a higher rate than the yield on earning assets. In comparing the third quarter of 2007 to the same quarter of 2006, we gained 33 basis points of yield on our average earning
assets. However, during the same period, the cost of funds increased by 37 basis points. Our average earning assets increased by $250.8 million, primarily composed of an increase in our average loans, from $1.0 billion during the third quarter of
2006 to $1.3 billion during the third quarter of 2007. From the third quarter of 2006 to the third quarter of 2007, the yield on loans increased from 7.75% to 7.81%, the yield on federal funds sold decreased from 4.65% to 4.10% and the yield on the
investment securities portfolio increased from 4.71% to 4.93%. The cost of deposits increased from 3.54% to 3.99% and the cost of other borrowings decreased from 5.30% to 5.16%. For additional information, please see the table entitled
Analysis of Net Interest Earnings at the end of this section.

The provision for loan losses increased from a credit of $72,000 during the
third quarter of 2006 to $3.2 million in the same quarter of 2007. This significant increase was primarily related to some large credits, including a commercial loan and an agricultural loan, and a softening in certain real estate sectors.

Our noninterest income, exclusive of securities gains and losses, decreased by $55,000, or 1.0%, from the third quarter of 2006 to the third quarter of
2007. The following table reflects the details of this change:



|                                         |  |                             |       |      |   |        |  |   |      |  
|---------------------------------------- |  | --------------------------- | ----- | ---- | - | ------ |  | - | ---- | -
|                                         |  | Quarter Ended September 30, |      
|(In thousands)                           |  | 2007                        |       | 2006 |   | Change | 
|Service charges on deposit accounts      |  | $                           | 2,394 |      | $ | 2,359  |  | $ | 35   |  
|Insurance commissions, fees and premiums |  |                             | 1,219 |      |   | 1,238  |  |   | (19  | )
|Trust Department income                  |  |                             | 594   |      |   | 551    |  |   | 43   |  
|Mortgage loan fees                       |  |                             | 497   |      |   | 225    |  |   | 272  |  
|Other income                             |  |                             | 1,052 |      |   | 1,438  |  |   | (386 | )
|                                         |  |                             |       |      |   |        |  |   |      |  
|Total other income                       |  | $                           | 5,756 |      | $ | 5,811  |  | $ | (55  | )
|                                         |  |                             |       |      |   |        |  |   |      |  

The $272,000, or 120.9%, increase in mortgage loan fees is due primarily to our recent restructuring of the
division and the expanding of our mortgage operations into our newer markets. The $386,000, or 26.8%, decrease in other noninterest income resulted primarily from a $434,000 gain on early extinguishment of debt related to prepayments of certain FHLB
borrowings during the third quarter of 2006.

We recognized $43,000 in securities gains during the third quarter of 2007, compared to gains of $2,000
during the third quarter of 2006. In addition, during the third quarter of 2006, we recognized a $2.0 million other-than-temporary impairment charge relating to certain Fannie Mae and Freddie Mac preferred stock.

Noninterest expenses increased $1.2 million, or 9.1%, during the third quarter of 2007, compared with the third quarter of 2006. The following table reflects the details
of this change:



|                                 |  |                             |        |      |   |        |  |   |      
|-------------------------------- |  | --------------------------- | ------ | ---- | - | ------ |  | - | -----
|                                 |  | Quarter Ended September 30,
|(In thousands)                   |  | 2007                        |        | 2006 |   | Change
|Salaries and employee benefits   |  | $                           | 7,894  |      | $ | 7,350  |  | $ | 544  
|Premises and fixed asset expense |  |                             | 2,134  |      |   | 1,717  |  |   | 417  
|Other expense                    |  |                             | 3,784  |      |   | 3,593  |  |   | 191  
|                                 |  |                             |        |      |   |        |  |   |      
|Total other expense              |  | $                           | 13,812 |      | $ | 12,660 |  | $ | 1,152
|                                 |  |                             |        |      |   |        |  |   |      



18



---

Salaries and employee benefits increased by $544,000, or 7.4%, and expenses associated with premises and fixed assets
increased by $417,000, or 24.3%. Both of these increases are due primarily to branch additions in Memphis and Franklin, Tennessee, and Hoover, Alabama, as well as the SunCoast and Seasons acquisitions. Other noninterest expenses increased by
$191,000, or 5.3%. The increase is due to increases in several expense categories, including legal and consulting fees, communications expense, and intangible asset amortization.

Our effective tax rate decreased from 26.3% for the third quarter of 2006 to 24.7% for the third quarter of 2007. This increase in the effective tax rate for the quarter resulted primarily from the mix of income from
tax-free investments and the percentage relationship of tax-free income to total pre-tax income.

Financial Condition

During the first nine months of 2007, our balance sheet showed an increase of 3.5% in total assets, from $1.90 billion to $1.97 billion, an increase of approximately
$66.1 million. During the period, cash and cash equivalents decreased by approximately $35.3 million, or 42.3%, from $83.5 million to $48.2 million. Also during the first nine months of 2007, the investment securities portfolio decreased slightly
from $448.6 million to $438.3 million, a decrease of $10.2 million, or 2.3%. The loan portfolio increased from $1.22 billion at the end of 2006 to $1.32 billion at September 30, 2007, an increase of $100.5 million, or 8.2%. Loan balances
increased in our Alabama, Tennessee and Florida markets and decreased slightly in our Mississippi and Georgia markets. The declines in cash and securities were used to fund the growth in loans.

At September 30, 2007, the allowance for loan losses was $13.1 million. This amount represents an $842,000, or 6.9%, increase from December 31, 2006. We have
tightened our underwriting standards for certain segments based on recent changes in market conditions.

The following table reflects some of the
statistics we use to evaluate the quality and potential exposure within our loan portfolio. Classified assets included graded loans (loans exhibiting some form of weakness), other real estate owned, and repossessed assets.



|                                                                  |  |             |   |  |          |   |  |             |  
|----------------------------------------------------------------- |  | ----------- | - |  | -------- | - |  | ----------- | -
|                                                                  |  | Nine Months |   |  | Year     |   |  | Nine Months |  
|                                                                  |  | Ended       |   |  | Ended    |   |  | Ended       |  
|                                                                  |  | 9/30/07     |   |  | 12/31/06 |   |  | 9/30/06     |  
|Non-performing loans as a percentage of total loans               |  | 0.79        | % |  | 0.22     | % |  | 0.34        | %
|Non-performing assets as a percentage of total loans              |  | 1.53        | % |  | 0.61     | % |  | 0.81        | %
|Allowance for loan losses as a percentage of non-performing loans |  | 124.90      | % |  | 444.95   | % |  | 286.82      | %
|Allowance for loan losses as a percentage of total loans          |  | 0.99        | % |  | 1.00     | % |  | 0.98        | %
|Classified assets as a percentage of average capital              |  | 18.04       | % |  | 16.67    | % |  | 12.66       | %
|Classified loans as a percentage of total loans                   |  | 1.86        | % |  | 1.81     | % |  | 1.31        | %
|Net charge-offs as a percentage of average net loans outstanding  |  | 0.35        | % |  | 0.19     | % |  | 0.11        | %

Even though this table shows an increase in non-performing loans to total loans from December 31, 2006 to
September 30, 2007, this increase is properly reflected in our allowance for loan losses balance at September 30, 2007. Based on the evaluations described earlier and the information above, the allowance for loan losses at
September 30, 2007, was deemed adequate to cover exposure within our loan portfolio.

The liability side of the balance sheet increased from $1.71
billion at December 31, 2006, to $1.77 billion at September 30, 2007, an increase of $65.6 million, or 3.8%. During the first nine months of 2007, deposits decreased by $69.9 million, or 4.8%, from $1.46 billion to $1.39 billion. The
decrease resulted primarily from a 5.5% decrease in our interest-bearing deposits. Federal funds purchased and securities sold under agreements to repurchase increased by $19.1 million, or 23.6%, from $80.8 million to $99.9 million. Also during the
nine-month period, FHLB advances increased by $118.9 million.

The changes in liability mix happened because during much of the first nine months of 2007,
retail deposits, specifically certificates of deposit (CDs), were costing 15 to 25 basis points more than wholesale funds. As a



19



---

result, management decided to allow the single service retail CDs to leave the bank and to replace them with cheaper wholesale funding. This decision was the
primary reason for the only slight linked quarter decline in our net interest margin from 3.33% to 3.31%.

In summary, during the first nine months of
2007, we increased our FHLB advances and decreased our cash and investments balances in order to fund loan growth and to offset the effect of a slight decline in deposits. A large part of our FHLB borrowings was done on a very short-term basis to
act as a hedge against the possibility of a rate reduction by the Federal Reserve, which occurred in September. As stated earlier, 62% of our loans are variable rate loans, and this strategy allowed us to quickly offset a portion of the impact of
the rate reduction by repricing our short-term borrowings.

Shareholders equity increased from $191.3 million to $191.8 million during the first nine
months of 2007. We earned $6.3 million in net income during the first nine months of 2007. Also affecting our shareholders equity was a increase in the market value of the available-for-sale portion of the investment securities portfolio,
causing accumulated other comprehensive income to move from an unrealized loss of $6.7 million at December 31, 2006, to an unrealized loss of $3.7 million at September 30, 2007. In addition, during the first nine months of 2007, we
declared dividends of approximately $8.9 million.

Cadence is required to maintain a minimum amount of capital to total risk-weighted assets as defined by
the banking regulators. At September 30, 2007, the Banks Tier 1, Tier 2 and total risk-based capital ratios exceeded the well-capitalized standards developed under applicable regulatory guidelines.

Dividends paid by our holding company are provided from dividends received from the Bank. Under regulations controlling national banks, the payment of dividends by a
bank without prior approval from the Comptroller of the Currency is limited in amount to the current years net profit and the retained net earnings of the two preceding years. At September 30, 2007, without approval from the Comptroller
of the Currency, Cadences ability to pay dividends was limited to approximately $10.5 million.

Also, under regulations controlling national banks,
the Bank is limited in the amount it can lend to our holding company or any of its non-banking subsidiaries, and such loans are required to be on a fully secured basis. At September 30, 2007, there were no formal borrowings between the holding
company (or its non-banking subsidiaries) and the Bank.

In the normal course of business, Cadence makes loans to related parties, including our directors
and executive officers and their relatives and affiliates. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other parties. Also, they are
consistent with sound banking practices and within applicable regulatory and lending limitations. See Note O in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K and our proxy statement for additional details
concerning related party transactions.

Under Section 402 of the Sarbanes-Oxley Act of 2002, loans to executive officers are generally prohibited.
However, the rule does not apply to any loan made or maintained by an insured depository institution, if the loan is subject to the insider lending restrictions of section 22(h) of the Federal Reserve Act. All loans that the Bank makes to executive
officers are subject to the above referenced section of the Federal Reserve Act.

Off-Balance Sheet Arrangements

In the ordinary course of our business, we enter into agreements with customers to loan money. When a loan agreement is executed, the customer can either borrow the money
immediately or draw against the loan over a predetermined time period. If an unfunded commitment is drawn against, the Bank charges the customer the interest rate established in the original agreement for the amount of the draw for the time period
outstanding. As of September 30, 2007, the amount of unfunded commitments outstanding was $394.6 million.

We also provide letters of credit to our
customers. A letter of credit is a contingent obligation to make a loan to the customer for up to the amount of the letter of credit and at a predetermined rate of interest. The Bank charges the



20



---

customer approximately 1.5% of the face amount of a letter of credit as a fee for issuance. As of September 30, 2007, the amount of outstanding letters
of credit was $23.3 million.

The issuance of a letter of credit or a loan commitment is subject to the same credit and underwriting standards as any other
loan agreement.

At any point in time, we do not know when or if these commitments will be funded. Generally, if they are funded, they are funded at
various times over the commitment period. As a result, we are able to fund them out of normal cash flow. If all outstanding commitments were funded at the same time, we have the ability to fund them through our short-term borrowing lines, the
brokered CD market and additional FHLB borrowings.

It would be in our best interest for all outstanding commitments to be funded.

Market Risk

During the first nine months of 2007, we maintained a
consistent and disciplined asset/liability management policy focusing on interest rate risk and sensitivity.

During this period, we hedged a portion of
our floating rate prime based lending portfolio using floating to fixed interest rate swaps. As of September 30, 2007, we had two outstanding swaps with a total notional amount of $20 million. Original maturities on these swaps ranged from
eighteen to twenty-four months, and rates ranged from 8.01% to 8.02%. These transactions were initiated to protect us from future downward fluctuations in the prime rate and to help ensure a more constant cash flow from interest earned by our prime
based lending portfolio.

These transactions are cash flow hedges as defined by FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities, and were accounted for in accordance with the provisions of that Statement. As required by Statement No. 133, we measured the effectiveness of these transactions as of September 30, 2007 and determined that
they remained highly effective, as defined by the Statement. See Note 9 of the Notes to Consolidated Financial Statements for more information.

In 2005, we entered into a $25 million structured repurchase transaction in the secondary market. This term repurchase transaction has a 4% embedded floor and a three-year term. It was priced at three-month LIBOR plus 24 basis points and
reprices every three months. This transaction is in line with our asset/liability strategy and was entered into to help protect us against an unexpected downturn in short-term interest rates. This derivative instrument was accounted for as an
embedded derivative under FASB Statement No. 133.

The primary objective of rate sensitivity management is to maintain net interest income growth
while reducing exposure to adverse fluctuations in rates. We utilize an Asset/Liability Management Committee to evaluate and analyze our pricing, asset/liability maturities and growth, and balance sheet mix strategies in an effort to make informed
decisions that will increase income and limit interest rate risk. The Committee uses simulation modeling as a guide for decision-making and to forecast changes in net income and the economic value of equity under assumed fluctuations in interest
rate levels.

Due to the potential volatility of interest rates, our goal is to stabilize the net interest margin by maintaining a neutral rate sensitive
position. At September 30, 2007, our balance sheet reflected approximately $36.6 million more in rate sensitive assets than liabilities that were scheduled to reprice within one year. This represents approximately 1.9% of total assets and
indicates that we are slightly asset sensitive. This computation results from a static gap analysis that weights assets and liabilities equally. Management believes that interest rates will be slightly down for the remainder of 2007 and that our
current position places us in the correct interest rate risk posture for this rate environment. Management does not believe that it is in our best interest to speculate on changes in interest rate levels. Although earnings could be enhanced if
predictions were correct, they could also be put at significant risk if interest rates move against predictions.

Analysis of Net Interest Earnings



21



---

The table below shows, for the periods indicated, an analysis of net interest earnings, including the average amount of
interest-earning assets and interest-bearing liabilities outstanding during the period, the interest earned or paid on such amounts, the average yields/rates paid and the net yield on interest-earning assets:



|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | ----------------- | - | ---------- |  | - | ---------
|                                                                                                                                  |  | ($ in Thousands)
|                                                                                                                                  |  | Average Balance 
|                                                                                                                                  |  | Quarter Ended    |           | Nine Months Ended |   | Year Ended
|                                                                                                                                  |  | 9/30/07          |           | 9/30/07           |   | 12/31/06  
|EARNING ASSETS:                                                                                                                   |  |                  |           |                   |   |            |  |   |          
|Net loans                                                                                                                         |  | $                | 1,306,073 |                   | $ | 1,268,647  |  | $ | 973,466  
|Federal funds sold and other interest-bearing assets                                                                              |  |                  | 11,796    |                   |   | 18,343     |  |   | 25,893   
|Securities:                                                                                                                       |  |                  |           |                   |   |            |  |   |          
|Taxable                                                                                                                           |  |                  | 336,143   |                   |   | 337,688    |  |   | 343,515  
|Tax-exempt                                                                                                                        |  |                  | 102,541   |                   |   | 104,014    |  |   | 116,328  
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|Totals                                                                                                                            |  |                  | 1,756,553 |                   |   | 1,728,692  |  |   | 1,459,202
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|INTEREST-BEARING LIABILITIES:                                                                                                     |  |                  |           |                   |   |            |  |   |          
|Interest-bearing deposits                                                                                                         |  |                  | 1,225,884 |                   |   | 1,250,542  |  |   | 1,061,250
|Borrowed funds, federal funds purchased and securities sold under agreements to repurchase and other interest-bearing
liabilities |  |                  | 331,630   |                   |   | 274,674    |  |   | 207,927  
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|Totals                                                                                                                            |  |                  | 1,557,514 |                   |   | 1,525,216  |  |   | 1,269,177
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|Net amounts                                                                                                                       |  | $                | 199,039   |                   | $ | 203,476    |  | $ | 190,025  
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|                                                                                                                                  | 
|                                                                                                                                  |  | ($ In Thousands)
|                                                                                                                                  |  | Interest For    
|                                                                                                                                  |  | Quarter Ended    |           | Nine Months Ended |   | Year Ended
|                                                                                                                                  |  | 9/30/07          |           | 9/30/07           |   | 12/31/06  
|EARNING ASSETS:                                                                                                                   |  |                  |           |                   |   |            |  |   |          
|Net loans                                                                                                                         |  | $                | 25,703    |                   | $ | 74,327     |  | $ | 74,182   
|Federal funds sold and other interest-bearing assets                                                                              |  |                  | 122       |                   |   | 720        |  |   | 1,312    
|Securities:                                                                                                                       |  |                  |           |                   |   |            |  |   |          
|Taxable                                                                                                                           |  |                  | 4,377     |                   |   | 12,877     |  |   | 16,641   
|Tax-exempt                                                                                                                        |  |                  | 1,074     |                   |   | 3,250      |  |   | 4,859    
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|Totals                                                                                                                            |  |                  | 31,276    |                   |   | 91,174     |  |   | 96,994   
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|INTEREST-BEARING LIABILITIES:                                                                                                     |  |                  |           |                   |   |            |  |   |          
|Interest-bearing deposits                                                                                                         |  |                  | 12,321    |                   |   | 37,728     |  |   | 35,992   
|Borrowed funds, federal funds purchased and securities sold under agreements to repurchase and other interest-bearing
liabilities |  |                  | 4,315     |                   |   | 10,767     |  |   | 10,520   
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|Totals                                                                                                                            |  |                  | 16,636    |                   |   | 48,495     |  |   | 46,512   
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          
|Net amounts                                                                                                                       |  | $                | 14,640    |                   | $ | 42,679     |  | $ | 50,482   
|                                                                                                                                  |  |                  |           |                   |   |            |  |   |          



22



---

|                                                                                                                                  |  |                    |  |                   |  |           
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ |  | ----------------- |  | ----------
|                                                                                                                                  |  | Yields Earned     
|                                                                                                                                  |  | And Rates Paid (%)
|                                                                                                                                  |  | Quarter Ended      |  | Nine Months Ended |  | Year Ended
|                                                                                                                                  |  | 9/30/07            |  | 9/30/07           |  | 12/31/06  
|EARNING ASSETS:                                                                                                                   |  |                    |  |                   |  |           
|Net loans                                                                                                                         |  | 7.81               |  | 7.83              |  | 7.62      
|Federal funds sold and other interest-bearing assets                                                                              |  | 4.10               |  | 5.25              |  | 5.07      
|Securities:                                                                                                                       |  |                    |  |                   |  |           
|Taxable                                                                                                                           |  | 5.17               |  | 5.10              |  | 4.84      
|Tax-exempt                                                                                                                        |  | 4.16               |  | 4.18              |  | 4.18      
|                                                                                                                                  |  |                    |  |                   |  |           
|Totals                                                                                                                            |  | 7.06               |  | 7.05              |  | 6.65      
|                                                                                                                                  |  |                    |  |                   |  |           
|INTEREST-BEARING LIABILITIES:                                                                                                     |  |                    |  |                   |  |           
|Interest-bearing deposits                                                                                                         |  | 3.99               |  | 4.03              |  | 3.39      
|Borrowed funds, federal funds purchased and securities sold under agreements to repurchase and other interest-bearing
liabilities |  | 5.16               |  | 5.24              |  | 5.06      
|                                                                                                                                  |  |                    |  |                   |  |           
|Totals                                                                                                                            |  | 4.24               |  | 4.25              |  | 3.66      
|                                                                                                                                  |  |                    |  |                   |  |           
|Net margin                                                                                                                        |  | 3.31               |  | 3.30              |  | 3.46      
|                                                                                                                                  |  |                    |  |                   |  |           
|Note: Yields on a tax equivalent basis would be:                                                                                  |  |                    |  |                   |  |           
|Tax-exempt securities                                                                                                             |  | 6.39               |  | 6.43              |  | 6.43      
|                                                                                                                                  |  |                    |  |                   |  |           
|Total earning assets                                                                                                              |  | 7.35               |  | 7.19              |  | 6.83      
|                                                                                                                                  |  |                    |  |                   |  |           
|Net margin                                                                                                                        |  | 3.44               |  | 3.44              |  | 3.64      
|                                                                                                                                  |  |                    |  |                   |  |           

ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Managements Discussion and Analysis (Item 2 of this Part I), particularly to the section entitled Market Risk.

ITEM 4  CONTROLS AND PROCEDURES

Disclosure Controls
and Procedures

As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Corporation has evaluated, with the participation of management,
including the Chief Executive Officer and the Chief Financial Officer, as of the end of the period covered by this report, the effectiveness of the design and operation of its disclosure controls and procedures. Based on such evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, such disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation,
including its consolidated subsidiaries, is recorded, processed, summarized and reported, including being made known to the certifying officers by others within the Corporation and its consolidated subsidiaries as appropriate to allow timely
decisions regarding disclosure, within the time periods specified in the SECs rules and forms. From time to time, the Corporation reviews the disclosure controls and procedures, and may from time to time make changes aimed at enhancing their
effectiveness and to ensure that the Corporations system evolves with its business.

Changes in Internal Controls over Financial Reporting

There was no change in the Corporations internal control over financial reporting during the quarter ended September 30, 2007, that has
materially affected, or is reasonably likely to materially affect, the Corporations internal control over financial reporting.



23



---

PART II. OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS

In the normal course of business, the Corporation and its subsidiaries from
time to time are involved in legal proceedings. There are no pending proceedings to which either the Corporation or any of its subsidiaries are a party that upon resolution are expected to have a material adverse effect upon the Corporations
or its subsidiaries financial condition or results of operations.



|ITEM 1A |  RISK FACTORS
|------- | --------------

The Corporations annual report on Form
10-K for the year ended December 31, 2006, includes a detailed discussion of our risk factors. There have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31,
2006, except for the following risk factors. The information presented below updates and should be read in conjunction with the risk factors and information disclosed in the Corporations annual report on Form 10-K for the year ended
December 31, 2006.

We have a concentration of credit exposure in commercial real estate.

At September 30, 2007, we had approximately $570.0 million in loans to borrowers in the commercial real estate industry, representing approximately 43.1% of our
total loans outstanding as of that date. The real estate consists primarily of office buildings and shopping centers and also includes apartment buildings, owner-operated properties, warehouses and other commercial properties. These types of loans
are generally viewed as having more risk of default than residential real estate loans. They are also typically larger than residential real estate loans and consumer loans and depend on cash flows from the property to service the debt. Cash flows
may be affected significantly by general economic conditions, and a downturn in the local economy or in occupancy rates in the local economy where the property is located could increase the likelihood of default. Because our loan portfolio contains
a number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in our percentage of non-performing loans. An increase in non-performing loans could result
in a loss of earnings from these loans, an increase in the provision for loan losses and an increase in charge-offs, all of which could have a material adverse effect on our financial condition and results of operations.

The banking regulators are giving commercial real estate lending greater scrutiny and may require banks with higher levels of commercial real estate loans to implement
improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for possible losses and capital levels as a result of commercial real estate lending growth and
exposures.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

Management maintains an allowance for loan and lease losses based upon, among other things, (1) historical experience, (2) an evaluation of local, regional and
national economic conditions, (3) regular reviews of delinquencies and loan portfolio quality, (4) current trends regarding the volume and severity of past due and problem loans, (5) the existence and effect of concentrations of
credit, and (6) results of regulatory examinations. Based on such factors, management makes various assumptions and judgments about the ultimate collectibility of the respective loan portfolios. Although we believe that the allowance for loan
and lease losses is adequate, there can be no assurance that the allowance will prove sufficient to cover future losses. Future adjustments may be necessary if economic conditions differ or adverse developments arise with respect to nonperforming or
performing loans. Material additions to the allowance for loan and lease losses would result in a decrease in our net income and our capital.

Our loan
customers may not repay their loans according to the terms of these loans, and the collateral securing these loans may be insufficient to assure repayment. We may experience significant loan losses, which could have a material adverse effect on our
operating results. We maintain an allowance for loan losses in an attempt to cover any loan losses that may occur. In determining the size of the allowance, we rely on an analysis of our loan portfolio



24



---

based on the factors listed in the preceding paragraph and other pertinent information. As we expand into new markets, our determination of the size of the
allowance could be inaccurate due to our lack of familiarity with market-specific factors.

If our assumptions are wrong, our current allowance may not be
sufficient to cover our loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. In addition, federal regulators periodically review our allowance for loan losses and may
require us to increase our provision for loan losses or recognize future loan charge-offs based on judgments different than those of our management. Material additions to our allowance would materially decrease our net income. Our allowance for loan
losses was $13.1 million, or 1.0% of loans, as of September 30, 2007.

ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

Not applicable

ITEM 3  DEFAULTS
UPON SENIOR SECURITIES

Not applicable

ITEM 4
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5  OTHER INFORMATION

Not applicable

ITEM 6  EXHIBITS



|     |  |                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11   |  | Statement re computation of per-share earnings                                                                                                                                 
|     | 
|31.1 |  | Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of 2002-Chief Executive
Officer
|     | 
|31.2 |  | Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of 2002-Chief Financial
Officer
|     | 
|32.1 |  | Certificate pursuant to 18 U.S.C., Section 1350 as adopted pursuant to section 906 of Sarbanes-Oxley Act of 2002Chief Executive Officer                                       
|     | 
|32.2 |  | Certificate pursuant to 18 U.S.C., Section 1350 as adopted pursuant to section 906 of Sarbanes-Oxley Act of 2002Chief Financial Officer                                       

All other exhibits required by Section 601 of Regulation S-K were included or included by reference in Form
10-K for the year ended December 31, 2006, filed with the Commission on March 14, 2006, in Form 10-Q/A for the quarter ended March 31, 2007, filed with the Commission on July 25, 2007, or in Form 10-Q for the quarter ended
June 30, 2007, filed with the Commission on August 8, 2007.

The financial information furnished herein has not been audited by independent
accountants; however, in the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the three-month and the nine-month periods ended September 30, 2007, have been included.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



25



---

|                       |  |  |  |                                                     
|---------------------- |  |  |  | ----------------------------------------------------
|                       |  |  |  | CADENCE FINANCIAL CORPORATION                       
|                       |  |  |  | Registrant                                          
|                       |  | 
|Date: November 8, 2007 |  |  |  | /s/ Richard T. Haston                               
|                       |  |  |  | Richard T. Haston                                   
|                       |  |  |  | Executive Vice President and Chief Financial Officer



26



---

EXHIBIT INDEX:



|        |  |                                                                                                                                                                                 |  |     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit |  | Description                                                                                                                                                                     |  | Page
|11      |  | Statement re computation of per-share earnings                                                                                                                                  |  | 28  
|        |  |                                                                                                                                                                                
|31.1    |  | Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of 2002-Chief Executive Officer |  | 29  
|        |  |                                                                                                                                                                                
|31.2    |  | Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of 2002-Chief Financial Officer |  | 30  
|        |  |                                                                                                                                                                                
|32.1    |  | Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of Sarbanes-Oxley Act of 2002Chief Executive Officer                                        |  | 31  
|        |  |                                                                                                                                                                                
|32.2    |  | Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of Sarbanes-Oxley Act of 2002Chief Financial Officer                                        |  | 32  



27