~~SECURITIES~~ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, ~~COMMISSION~~ D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934December 9, 2010Date of Report (Date of earliest event reported)

~~Pursuant~~ Cadence Financial ~~to Section 13 or 15~~Corporation(d)Exact Name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ~~of 1934~~ Charter)

Date of Report (Date of earliest event reported): December 1, 2010

Mississippi

1-15773

64-0694755

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

~~Cadence~~301 ~~Financial~~East ~~Corporation~~Main Street Starkville, Mississippi 39759 (Address of Principal Executive Offices)

(Exact Name of Registrant as Specified in Charter)

Mississippi	1-15773	64-0694755
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
301 East Main Street Starkville, Mississippi		39759
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(662) 324-4258

N/A (Former Name or Former Address, if Changed Since Last Report)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.0107 Submission ~~Other~~of ~~Events.~~Matters to a Vote of Security Holders

~~Litigation~~ On ~~Update~~December 9, 2010, Cadence Financial Corporation (“Cadence”) held a special meeting of its shareholders relating to its pending merger with Community Bancorp LLC (“CBC”) pursuant to the Agreement and Plan of Merger, dated as of October 6, 2010, among CBC, Maroon Acquisition Corp. (a wholly-owned subsidiary of CBC) and Cadence (the “Merger Agreement”). Pursuant to the Merger Agreement, Maroon Acquisition Corp. will be merged with and into Cadence, with Cadence continuing thereafter as a wholly-owned subsidiary of CBC.

~~On November 3, 2010, Cadence Financial Corporation (“Cadence”) filed with the Securities and Exchange Commission (“SEC”) a~~ ~~definitive~~ At ~~proxy statement (~~the ~~“Proxy Statement”). As disclosed in the Proxy Statement~~meeting, ~~on October 28, 2010, RSD Capital, a purported holder of shares of~~ Cadence ~~common~~shareholders ~~stock,~~present ~~filed a lawsuit allegedly on behalf of a putative class of holders of shares of Cadence common stock~~ in ~~the~~person ~~Supreme~~or ~~Court~~by ofproxy ~~the State of New York of New York County (the “Court”), Index No. 651883/2010 (the “RSD Action”). The RSD Action names as defendants Community Bancorp LLC~~voted ~~(“CBC”),~~ on ~~Cadence and~~ the ~~members~~matters ofdescribed ~~the board of directors of Cadence~~below.

~~On December~~ 1,. ~~2010,~~Shareholders ~~Cadence~~approved ~~entered into~~ a ~~memorandum of~~proposal ~~understanding~~to ~~(the~~adopt ~~“MOU”) with~~ the ~~plaintiff~~Merger ~~regarding~~Agreement, abased on ~~settlement of~~ the ~~RSD~~following ~~Action.~~ vote:

Supplemental Disclosure

For	Against	Abstain	Broker Non-Votes
6,473,036	750,860	49,332	—

In 2. ~~connection~~Shareholders ~~with~~approved ~~the~~a ~~foregoing~~proposal ~~settlement,~~to ~~Cadence~~vote ~~agreed,~~on ~~among~~an ~~other~~adjournment ~~things~~of the meeting, if necessary, to ~~make~~solicit ~~the~~additional ~~following~~proxies ~~disclosures~~if ~~related~~there were not sufficient votes to adopt the ~~proposed~~Merger ~~merger:~~Agreement, based on the following votes:

1. As previously disclosed in the Proxy Statement, in July 2010 Cadence directed its financial advisor, Keefe, Bruyette, Woods, Inc. (“KBW”) to approach private investors that might be interested in providing capital to or acquiring Cadence. KBW assisted Cadence senior management in identifying private investors with experience investing in financial institutions and with the resources and ability to consummate a transaction on the timeframe contemplated by Cadence. At the direction of Cadence, KBW contacted a total of twelve potential private investors in July and early August. As previously disclosed in the Proxy Statement, during this period Cadence also directed KBW to contact financial institutions that may have an interest in acquiring Cadence. KBW assisted Cadence senior management in identifying financial institutions that would, based on their financial and regulatory capital positions, be able to consummate a transaction with Cadence. KBW contacted a total of five financial institutions, of which five expressed an interest in acquiring Cadence or entering into a non-disclosure agreement.

For	Against	Abstain	Broker Non-Votes
6,387,109	788,847	97,272	—

2. Item ~~KBW selected the comparable companies used in its “Selected Peer Group Analysis” based on its assessment that the companies identified as comparable shared similar business characteristics~~8.01 ~~Among~~Other other factors, KBW considered the geographic areas in which the comparable companies operated, the types of customers served by the comparable companies, and the size of the comparable companies’ businesses.Matters

3. On InDecember ~~its~~9, ~~“Comparable Transaction Analysis~~2010,” ~~KBW~~Cadence ~~reviewed~~issued ~~transaction~~a ~~multiples~~press ~~for~~release ~~two~~announcing ~~recent transactions based on~~ the results ~~size~~of ~~and~~its ~~asset~~meeting ~~quality~~ of ~~the~~shareholders ~~targets~~relating asto ~~described in~~ the ~~proxy~~pending ~~statement~~merger. ~~The~~A copy ~~table~~of ~~below~~the ~~sets~~press ~~forth~~release ~~the~~is ~~transaction~~attached ~~multiples~~hereto ~~calculated~~as ~~for~~Exhibit ~~each~~99.1 ofand incorporated ~~the~~herein ~~two~~by ~~comparable transactions:~~reference.

	PBCT/SMTB			TD/South Financial Group, Inc.
Price/Book Value		40	%		10	%
Price/Tangible Book Value		51	%		17	%
Core Deposit Premium		(4.2	%)		(1.0	%)
Market Premium		3.7	%		(58.2	%)

Item 9.01 Financial Statements and Exhibits

4. (d) The following table sets forth the financial projections of Cadence, assuming a capital raise, provided to KBW by Cadence’s senior management team and used by KBW in performing its discounted cash flow analysis:Exhibits.

		2010			2011			2012			2013			2014¹			2015¹
ExhibitNumber	Document Description
Earnings As Reported ($000)			(4,369	)		1,188			5,850			8,708			12,395			16,018
99.1	Press Release dated December 9, 2010
Asset Growth			(16.5	%)		(7.0	%)		5.0	%		5.0	%		5.0	%		5.0	%

~~(1)~~ Forward ~~2014~~Looking ~~and~~Statements ~~2015 earnings based on 0.65% and 0.80% return on average assets respectively per Cadence Management.~~Warning

5 This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any Asstatements about ~~previously~~our ~~disclosed~~expectations, inbeliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the ~~Proxy~~use ~~Statement~~of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our ~~performing~~actual results could differ materially from those anticipated in such forward-looking statements, including as a ~~discounted~~result ~~cash~~of ~~flow~~factors outside ~~analysis~~CBC’s or Cadence’s control, ~~KBW~~such ~~applied~~as ~~multiples~~economic and other conditions in the markets in which CBC and Cadence operate; inability to complete the transactions contemplated by the Merger Agreement; managements’ ability to effectively execute their respective business plans, including any changes in management or employees; regulatory enforcement actions to which Cadence is currently and may in the future be subject; changes in capital classification; changes in the economy affecting real estate values; inability to attract and retain deposits; changes in the level of 10non-performing assets and charge-offs; changes in the financial performance and/or condition of borrowers; inflation, interest rate, cost of funds, securities market and monetary fluctuations; changes in laws and regulations; and competition.0x All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to 14place undue reliance on such statements.0x Further, any forward-looking ~~earnings.~~statement ~~KBW~~speaks ~~determined~~only ~~this~~as ~~multiple~~of ~~range~~the ~~based~~date on ~~its~~which ~~subjective~~it ~~judgment~~is made, and ~~its~~we ~~understanding~~undertake ofno ~~where~~obligation ~~banks~~to ~~have~~update ~~traded~~any ~~historically.~~forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events

6. As previously disclosed in the Proxy Statement, KBW considered and discussed with the Cadence board how its discounted cash flow analysis would be affected by changes in the underlying assumptions of the capital raise. To illustrate this impact, KBW performed discounted cash flow analysis assuming capital raises ranging from $80.0 million to $100.0 million at offer prices from $0.50 per share to $1.50 per share, assuming a 12.0x terminal multiple on 2015 earnings and a 14.0% discount rate. KBW assumed an offer price range of $0.50 per share to $1.50 per share based on its subjective judgment of prices that might be realized in the context of a capital raising transaction that did not involve the payment of a control premium by an acquiror and taking into account trading prices for Cadence’s common stock at the time. KBW assumed the midpoint of the terminal value multiple range (12.0x) and the midpoint of the discount rate range (14.0%) applied in its discounted cash flow analysis for purposes of the illustrative example discussed with the Cadence board.

The agreement to make the additional disclosures specified herein does not constitute an acknowledgment that these additional disclosures are required under any applicable state or federal law, statute, rule or regulation. The MOU contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including Court approval following notice to Cadence’s shareholders. A hearing will be scheduled at which the Court will consider the fairness, reasonableness, and adequacy of the settlement. If the settlement is finally approved by the Court, it will resolve and release all claims in the RSD Action that were or could have been brought challenging any aspect of the proposed merger, the merger agreement, and the transactions contemplated thereby, and any disclosure made or shareholder vote held in connection therewith, pursuant to terms that will be disclosed to Cadence shareholders prior to final approval of the settlement. Upon Court approval, plaintiffs’ attorneys are expected to apply for an award of attorneys’ fees and expenses. There can be no assurance that the Court will approve the settlement. In such event, the proposed settlement as contemplated by the MOU may be terminated.

ADDITIONAL INFORMATION

In connection with the proposed merger, Cadence filed a definitive proxy statement with the SEC on November 3, 2010. Shareholders are urged to read the Proxy Statement carefully because it contains important information regarding Cadence, CBC, the proposed transaction and related matters. The Proxy Statement was mailed on or about November 5, 2010, to Cadence shareholders of record on November 3, 2010. Shareholders may obtain free copies of the Proxy Statement, as well as other filings containing information about Cadence, without charge, at the SEC’s Internet web site at www.sec.gov. These documents may also be obtained for free from the “SEC Filings” section of the Cadence website at www.cadencebanking.com.

Cadence and its directors and officers may be deemed to be participants in the solicitation of proxies from the shareholders of Cadence in respect of the proposed transaction. Information regarding the officers and directors of Cadence is available in Cadence’s definitive proxy statement filed with the SEC on April 16, 2010. Additional information regarding the interests of such potential participants will also be included in the definitive proxy statement for the proposed transaction and the other relevant documents filed with the SEC.

SIGNATURES

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

		~~CADENCE FINANCIAL CORPORATION~~	CADENCE FINANCIAL CORPORATION
Date: December 1, 2010		By:		/S/ RICHARD T. HASTON
Date:	December 9, 2010	By:	/s/ Richard T. Haston
			Richard T. Haston	~~Richard T. Haston~~
			Executive Vice President,	~~Executive Vice President,~~
			Chief Financial Officer	~~Chief Financial Officer~~

EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Press Release dated December 9, 2010

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