Common use of Articles of Incorporation, Bylaws and Facilities of Continuing Corporation Clause in Contracts

Articles of Incorporation, Bylaws and Facilities of Continuing Corporation. At the Effective Time and until thereafter amended in accordance with applicable law, the Articles of Incorporation of Continuing Corporation shall be the Articles of Incorporation of Trustmark as in effect at the Effective Time. Until altered, amended or repealed as therein provided and in the Articles of Incorporation of Continuing Corporation, the Bylaws of Continuing Corporation shall be the Bylaws of Trustmark as in effect at the Effective Time. The main office of Continuing Corporation shall be the main office of Trustmark as of the Effective Time. The established offices and facilities of Cadence immediately prior to the Merger shall become established offices and facilities of Continuing Corporation. The Board of Directors of the Continuing Corporation shall be the Board of Directors of Trustmark at the Effective Time, each of whom shall serve until duly elected and qualified. The executive officers of the Continuing Corporation shall be the executive officers of Trustmark at the Effective Time. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Corporation, all corporate acts, plans, policies, contracts, approvals and authorizations of Cadence and Trustmark and their respective shareholders, Boards of Directors, committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Corporation and shall be as effective and binding thereon as the same were with respect to Cadence and Trustmark, respectively, as of the Effective Time.

Articles of Incorporation, Bylaws and Facilities of Continuing Corporation. At the Effective Time and until thereafter amended in accordance with applicable law, the Articles of Incorporation of Continuing Corporation shall be the Articles of Incorporation of Trustmark Prosperity as in effect at the Effective Time. Until altered, amended or repealed as therein provided and in the Articles of Incorporation of Continuing Corporation, the Bylaws of Continuing Corporation shall be the Bylaws of Trustmark Prosperity as in effect at the Effective Time. The Unless and until changed by the Board of Directors of Continuing Corporation, the main office of Continuing Corporation shall be the main office of Trustmark Prosperity as of the Effective Time. The established offices and facilities of Cadence SNB immediately prior to the Merger shall become established offices and facilities of Continuing Corporation. The Board of Directors of the Continuing Corporation shall be the Board of Directors of Trustmark at the Effective Time, each of whom shall serve until duly elected and qualified. The executive officers of the Continuing Corporation shall be the executive officers of Trustmark at the Effective Time. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Corporation, all corporate acts, plans, policies, contracts, approvals and authorizations of Cadence SNB and Trustmark Prosperity and their respective shareholders, Boards boards of Directorsdirectors, committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Corporation and shall be as effective and binding thereon as the same were with respect to Cadence SNB and TrustmarkProsperity, respectively, as of the Effective Time.

Articles of Incorporation, Bylaws and Facilities of Continuing Corporation. At the Effective Time and until thereafter amended in accordance with applicable law, the Articles of Incorporation of Continuing Corporation shall be the Articles of Incorporation of Trustmark Bankshares as in effect at the Effective Time. Until altered, amended or repealed as therein provided and in the Articles of Incorporation of Continuing Corporation, the Bylaws of Continuing Corporation shall be the Bylaws of Trustmark Bankshares as in effect at the Effective Time. The Unless and until changed by the Board of Directors of Continuing Corporation, the main office of Continuing Corporation shall be the main office of Trustmark Bankshares as of the Effective Time. The established offices and facilities of Cadence the Southern Financial immediately prior to the Merger shall become established offices and facilities of Continuing Corporation. The Board of Directors of the Continuing Corporation shall be the Board of Directors of Trustmark at the Effective Time, each of whom shall serve until duly elected and qualified. The executive officers of the Continuing Corporation shall be the executive officers of Trustmark at the Effective Time. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Corporation, all corporate acts, plans, policies, contracts, approvals and authorizations of Cadence Southern Financial and Trustmark Bankshares and their respective shareholders, Boards boards of Directorsdirectors, committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Corporation and shall be as effective and binding thereon as the same were with respect to Cadence Southern Financial and TrustmarkBankshares, respectively, as of the Effective Time.

Articles of Incorporation, Bylaws and Facilities of Continuing Corporation. At the Effective Time and until thereafter amended in accordance with applicable law, the Articles of Incorporation of Continuing Corporation shall be the Articles of Incorporation of Trustmark Prosperity as in effect at the Effective Time. Until altered, amended or repealed as provided therein provided and in the Articles of Incorporation of Continuing Corporation, the Bylaws of Continuing Corporation shall be the Bylaws of Trustmark Prosperity as in effect at the Effective Time. The Unless and until changed by the Board of Directors of Continuing Corporation, the main office of Continuing Corporation shall be the main office of Trustmark Prosperity as of the Effective Time. The established offices and facilities of Cadence the Company immediately prior to before the Merger shall become established offices and facilities of Continuing Corporation. The Board of Directors of the Continuing Corporation shall be the Board of Directors of Trustmark at the Effective Time, each of whom shall serve until duly elected and qualified. The executive officers of the Continuing Corporation shall be the executive officers of Trustmark at the Effective Time. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Corporation, all corporate acts, plans, policies, contracts, approvals and authorizations of Cadence the Company and Trustmark Prosperity and their respective shareholders, Boards boards of Directorsdirectors, committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to before the Effective Time, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Corporation and shall be as effective and binding thereon as the same were with respect to Cadence the Company and TrustmarkProsperity, respectively, as of the Effective Time.

Articles of Incorporation, Bylaws and Facilities of Continuing Corporation. At the Effective Time and until thereafter amended in accordance with applicable law, the Articles of Incorporation of Continuing Corporation shall be the Articles of Incorporation of Trustmark as in effect at the Effective Time. Until altered, amended or repealed as therein provided and in the Articles of Incorporation of Continuing Corporation, the Bylaws of Continuing Corporation shall be the Bylaws of Trustmark as in effect at the Effective Time. The Unless and until changed by the Board of Directors of Continuing Corporation, the main office of Continuing Corporation shall be the main office of Trustmark as of the Effective Time. The established offices and facilities of Cadence Republic immediately prior to the Merger shall become established offices and facilities of Continuing Corporation. The Board of Directors of the Continuing Corporation shall be the Board of Directors of Trustmark at the Effective Time, each of whom shall serve until duly elected and qualified. The executive officers of the Continuing Corporation shall be the executive officers of Trustmark at the Effective Time. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Corporation, all corporate acts, plans, policies, contracts, approvals and authorizations of Cadence Republic and Trustmark and their respective shareholders, Boards of Directors, committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Corporation and shall be as effective and binding thereon as the same were with respect to Cadence Republic and Trustmark, respectively, as of the Effective Time.

Articles of Incorporation, Bylaws and Facilities of Continuing Corporation. At the Effective Time and until thereafter amended in accordance with applicable law, the Articles of Incorporation and Bylaws of Continuing Corporation shall be the Articles of Incorporation of Trustmark as in effect at the Effective Time. Until altered, amended or repealed as therein provided and in the Articles of Incorporation of Continuing Corporation, the Bylaws of Continuing Corporation shall be the Bylaws of Trustmark Cadence as in effect at the Effective Time. The main office of Continuing Corporation shall be the main office of Trustmark Cadence as of the Effective Time. The established offices and facilities of Cadence immediately prior to the Merger shall become established offices and facilities of Continuing Corporation. The Board of Directors of the Continuing Corporation Merger Sub shall be the Board of Directors of Trustmark the Continuing Corporation at the Effective Time, each of whom shall serve until duly elected and qualified. The executive officers of the Continuing Corporation shall be the executive officers of Trustmark Merger Sub at the Effective Time. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Corporation, all corporate acts, plans, policies, contracts, approvals and authorizations of Cadence and Trustmark Merger Sub and their respective shareholders, Boards of Directors, committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Corporation and shall be as effective and binding thereon as the same were with respect to Cadence and TrustmarkCBC, respectively, as of the Effective Time. The Continuing Corporation shall continue to be subject to the Consent order dated May 19, 2010.