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Brokerage Program Agreement - PINNACLE FINANCIAL PARTNERS INC - 7-12-2000

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Brokerage Program Agreement - PINNACLE FINANCIAL PARTNERS INC - 7-12-2000 Powered By Docstoc
					EXHIBIT 10.11 BROKERAGE PROGRAM AGREEMENT (DUAL EMPLOYEE) THIS BROKERAGE PROGRAM AGREEMENT (this "Program Agreement") is made as of the below date, by and among LM Financial Partners, Inc., a Maryland corporation ("LMFP"), Legg Mason Financial Services, Inc., a Maryland corporation ("LMFS"), and Pinnacle Bank (the "Bank"). BACKGROUND LMFP is a registered broker-dealer and investment advisor which desires to provide certain securities and related services to customers of the Bank and the general public at sales areas located in Bank branches ("Sales Areas"). LMFS is a licensed insurance agency, which, in conjunction with LMFP, desires to provide certain insurance products and related services to customers of the Bank and the general public at Sales Areas. The Bank desires to make LMFP's securities products and services and LMFS's insurance products and services as described in this Program Agreement available to the Bank's customers and other members of the public by leasing the Sales Areas to LMFP and LMFS pursuant to a lease of even date herewith (the "Lease"). PROGRAM AGREEMENT The Bank, LMFP and LMFS agree as follows: 1. LMFP PROGRAM. LMFP and LMFS agree to provide the LMFP Program in the Sales Areas pursuant to the terms of this Program Agreement. The LMFP Program consists of the following services: 1.1 BROKERAGE SERVICES. Throughout the term of this Program Agreement, LMFP, through its clearing affiliate, Legg Mason Wood Walker Incorporated ("LMWW"), shall establish and maintain brokerage accounts for customers introduced to the LMFP Program through Financial Advisors (as defined in Section 3.1 hereof) and shall accept and arrange for the timely execution, clearance and settlement of orders received from such customers. These orders may be taken either by telephone, through a computer, or in person by one or more Financial Advisors located on the Bank's premises. Either directly or through its clearing affiliate, LMFP shall be responsible for providing customers with periodic brokerage account statements and mailing annual dividend and distribution information as contained in IRS Form 1099 and any other information required by federal, state or local tax laws. 1.2 LMFP PRODUCTS. Securities and insurance products which may be sold by LMFP and LMFS through the LMFP Program ("LMFP Products") may include equities, mutual funds, unit investment trusts, limited partnerships, corporate, government or municipal bonds, variable rate annuities, fixed rate annuities, and other life and health insurance products and other investment products and instruments, as permitted by law. Unless the Bank and LMFP agree in writing to vary the following restrictions, LMFP Products shall not include: (i) commodities (including options for or contracts for future delivery of commodities); (ii) options (other than covered call or protected put options); (iii) futures; and (iv) debt securities issued by the Bank or its affiliates ("Bank Bonds"). Financial Advisors may provide investment advice and recommendations regarding securities and insurance products in accordance with each customer's investment goals and objectives. However, Financial Advisors may not recommend or solicit the purchase or sale of equity securities of the Bank or any affiliate of the Bank ("Bank Securities"). Unsolicited transactions in Bank Securities shall be executed only if the customer signs an affidavit affirming the unsolicited basis of the transaction and that the customer has been informed that the Bank Securities are not insured by the Bank or any affiliate, the FDIC, or any other state or federal deposit guarantee fund. Subject to the limitations with respect to Bank Bonds and Bank Securities, LMFP may accept a sell order for any security. 1

1.3 INVESTMENT ADVISORY SERVICES. Financial Advisors may make available to customers certain investment advisory services provided through LMFP or its affiliates. 1.4 REFERRALS. LMFP may refer customers to its affiliates from time to time for a variety of financial needs, including, but not limited to, estate valuation, retirement planning, and IRA Lump Sum distribution analysis. 2. MARKETING, TRAINING AND TECHNICAL ASSISTANCE. As part of the LMFP Program, LMFP and LMFS, at their sole expense, shall provide the following services: 2.1 Advice and assistance regarding the identification of employees who will act as Financial Advisors; 2.2 Initial and ongoing training of Financial Advisors with respect to the LMFP Program; 2.3 Sponsoring and arranging for NASD Series 7 securities licenses, and all other licenses required by state, federal and self-regulatory agencies, for all Financial Advisors; 2.4 Providing National Association of Securities Dealers ("NASD") registered principals to assist and supervise Financial Advisors; 2.5 Access by Financial Advisors to LMFP's national and regional offices and support staff, including a toll-free phone for use in connection with the LMFP Program; 2.6 Make available to the Bank, upon its request, either directly or through its clearing affiliate: (i) monthly summaries of all transactions and commissions generated in connection with customer accounts; (ii) a list of written customer complaints, if any, and their resolution; and (iii) a list of sales by product and, if applicable, by Financial Advisor. 2.7 Advice and assistance to the Bank in connection with structuring or implementing any referral based compensation program(s) for Bank Employees (as defined in Section 4.1); 2.8 Advice and assistance to the Bank regarding the preparation by the Bank of materials relating to the LMFP Program, including a prior review of any such materials; 2.9 Development of compliance procedures for the implementation of the LMFP Program and on-going monitoring of compliance procedures. The supervisory and compliance requirements applicable to the LMFP Program shall be set forth in a manual (the "Compliance Manual") prepared by LMFP. The Compliance Manual shall be made available to the Bank and each Financial Advisor; 2.10 Performing appropriate due diligence in connection with LMFP Products; and 2.11 Design and lay-out of signage, advertising and promotional materials regarding the LMFP Program. 3. FINANCIAL ADVISORS 3.1 DEFINED. Securities and insurance products marketed through the LMFP Program shall be offered and sold, and transactions in those products shall be effected, only by Financial Advisors of LMFP, who (i) shall be registered and qualified as necessary with the SEC, the NASD and appropriate state regulatory authorities, (ii) shall be employed by both LMFP and the Bank, and (iii) shall be licensed as insurance agents as necessary with appropriate state regulatory authorities. Each Financial Advisor shall be designated by the Bank subject to approval and acceptance by LMFP, and shall enter into a Financial Advisor Employment Agreement with LMFP. 2

3.2 COMPENSATION. The Bank shall pay the compensation of the Financial Advisors out of the payments made by LMFP and/or LMFS to the Bank. The amount of such compensation will be set from time to time by LMFP after consultation with the Bank. LMFP and/or LMFS shall not be liable to any Financial Advisor for any

1.3 INVESTMENT ADVISORY SERVICES. Financial Advisors may make available to customers certain investment advisory services provided through LMFP or its affiliates. 1.4 REFERRALS. LMFP may refer customers to its affiliates from time to time for a variety of financial needs, including, but not limited to, estate valuation, retirement planning, and IRA Lump Sum distribution analysis. 2. MARKETING, TRAINING AND TECHNICAL ASSISTANCE. As part of the LMFP Program, LMFP and LMFS, at their sole expense, shall provide the following services: 2.1 Advice and assistance regarding the identification of employees who will act as Financial Advisors; 2.2 Initial and ongoing training of Financial Advisors with respect to the LMFP Program; 2.3 Sponsoring and arranging for NASD Series 7 securities licenses, and all other licenses required by state, federal and self-regulatory agencies, for all Financial Advisors; 2.4 Providing National Association of Securities Dealers ("NASD") registered principals to assist and supervise Financial Advisors; 2.5 Access by Financial Advisors to LMFP's national and regional offices and support staff, including a toll-free phone for use in connection with the LMFP Program; 2.6 Make available to the Bank, upon its request, either directly or through its clearing affiliate: (i) monthly summaries of all transactions and commissions generated in connection with customer accounts; (ii) a list of written customer complaints, if any, and their resolution; and (iii) a list of sales by product and, if applicable, by Financial Advisor. 2.7 Advice and assistance to the Bank in connection with structuring or implementing any referral based compensation program(s) for Bank Employees (as defined in Section 4.1); 2.8 Advice and assistance to the Bank regarding the preparation by the Bank of materials relating to the LMFP Program, including a prior review of any such materials; 2.9 Development of compliance procedures for the implementation of the LMFP Program and on-going monitoring of compliance procedures. The supervisory and compliance requirements applicable to the LMFP Program shall be set forth in a manual (the "Compliance Manual") prepared by LMFP. The Compliance Manual shall be made available to the Bank and each Financial Advisor; 2.10 Performing appropriate due diligence in connection with LMFP Products; and 2.11 Design and lay-out of signage, advertising and promotional materials regarding the LMFP Program. 3. FINANCIAL ADVISORS 3.1 DEFINED. Securities and insurance products marketed through the LMFP Program shall be offered and sold, and transactions in those products shall be effected, only by Financial Advisors of LMFP, who (i) shall be registered and qualified as necessary with the SEC, the NASD and appropriate state regulatory authorities, (ii) shall be employed by both LMFP and the Bank, and (iii) shall be licensed as insurance agents as necessary with appropriate state regulatory authorities. Each Financial Advisor shall be designated by the Bank subject to approval and acceptance by LMFP, and shall enter into a Financial Advisor Employment Agreement with LMFP. 2

3.2 COMPENSATION. The Bank shall pay the compensation of the Financial Advisors out of the payments made by LMFP and/or LMFS to the Bank. The amount of such compensation will be set from time to time by LMFP after consultation with the Bank. LMFP and/or LMFS shall not be liable to any Financial Advisor for any

3.2 COMPENSATION. The Bank shall pay the compensation of the Financial Advisors out of the payments made by LMFP and/or LMFS to the Bank. The amount of such compensation will be set from time to time by LMFP after consultation with the Bank. LMFP and/or LMFS shall not be liable to any Financial Advisor for any additional compensation, in any form whatsoever, including, without limitation, any fringe benefits. 3.3 TRAINING. A Financial Advisors shall be required to pass those examinations and to undergo any training period as prescribed by law in order to qualify to act as a Financial Advisor. Additional training of Financial Advisors may be required with respect to the LMFP Program and LMFP Products. The Bank shall make Financial Advisors available from time to time to participate in such training. 3.4 CONTROL BY LMFP AND LMFS. LMFP and LMFS shall exercise exclusive control of the Financial Advisors with respect to their conduct as Financial Advisors of LMFP; and their conduct in such capacity shall be governed in all respects by the Compliance Manual and instructions provided by LMFP and LMFS, and by applicable laws, rules and regulations. The Bank shall strictly honor such control relationship and shall not have any involvement whatsoever in any of the securities brokerage, investment advisory and insurance services performed by Financial Advisors on behalf of the LMFP Program. 3.5 DISCIPLINE. Financial Advisors shall be subject to discipline by LMFP and by various federal and state regulatory authorities, associations of securities brokers and dealers and certain other entities having jurisdiction over the operation of LMFP and the conduct of the Financial Advisors. The Bank shall cooperate with LMFP in all respects in connection with the enforcement of any sanctions imposed by LMFP or by any of such entities against any Financial Advisor. Such disciplinary measures may include suspension or dismissal of any Financial Advisor by LMFP. In the event LMFP elects to suspend or dismiss a Financial Advisor, the Bank shall immediately transfer said employee to duties with the Bank unrelated to the LMFP Program, and may take such other disciplinary steps in connection with such employee's employment by the Bank as it deems appropriate. The Bank shall report to LMFP any violation of any law, rule or regulation or of the Compliance Manual of which the Bank has knowledge; provided, however, that the Bank shall not have any obligation to LMFP or LMFS to monitor the activities of the Financial Advisors or to cause compliance by the Financial Advisors with the Compliance Manual. The Bank shall transmit any such report to LMFP in a manner calculated to give LMFP immediate notice of any such violation and shall promptly thereafter confirm any such report in writing to LMFP's compliance officer. 3.6 RECOVERY OF COMMISSIONS FROM FINANCIAL ADVISORS. In the event that LMFP incurs a loss due to a Financial Advisor's act or omission which was negligent or in violation of LMFP's written instructions or guidelines, the Bank will act as LMFP's agent, pursuant to the grant of authority in each Financial Advisor's Employment Agreement with LMFP, in recovering the loss from the Financial Advisor's compensation arising out of the sale of securities and/or insurance products under the terms of this Program Agreement. Nothing herein shall be deemed to imply any liability on the part of the Bank for such losses. 3.7 CONDUCT OF BANK'S BUSINESS. In accordance with their employment by both LMFP and the Bank, a Financial Advisors may conduct business on behalf of the Bank when not acting as a Financial Advisor of LMFP. The conduct of the Bank's business by Financial Advisors shall be consistent with, and subject to, the provisions of SECTION 6 hereof. 3.8 IDENTIFICATION OF FINANCIAL ADVISORS. Each Financial Advisor shall be clearly identified as a representative of LMFP (and not of the Bank) at all times when such Financial Advisor is performing duties related to the LMFP Program. No Financial Advisor shall engage in any activity that would cause a customer reasonably to believe that LMFP is engaged in the banking business or that the Bank is engaged in the securities or insurance business. 3.9 ACTIVITIES OF FINANCIAL ADVISORS. Each Financial Advisor shall inform each customer that LMFP Products are being offered through LMFP, and not by the Bank, and that LMFP Products are neither guaranteed nor insured by the Bank or any governmental agency. Each Financial Advisor shall obtain a written acknowledgment of the foregoing relationships from each person who opens an account with LMFP. 3

4. BANK EMPLOYEES 4.1 SUPPORT SERVICES. The Bank shall provide reception, secretarial and support services for the LMFP Program satisfactory to LMFP through Bank employees who are not also Financial Advisors of LMFP ("Bank Employees"). The Bank and LMFP shall agree from time to time on the level of support services necessary to support the LMFP Program. 4.2 TRAINING. LMFP shall provide materials, including a Bank Employee Compliance Manual, to assist the Bank to train Bank Employees regarding standards of conduct and permissible activities in connection with the LMFP Program. The Bank shall make Bank Employees available at reasonable times and from time to time to participate in such training. 4.3 LIMITED ACTIVITIES. Bank Employees may distribute literature regarding the LMFP Program and LMFP Products, direct persons to Financial Advisors and provide certain other limited types of assistance of a clerical or ministerial nature (such as filling literature racks, making appointments or directing customers to other representatives of LMFP when no Financial Advisor is available) but may not engage in any securities brokerage, insurance agent or securities investment advisory activities on behalf of LMFP or LMFS. Bank Employees shall not recommend any security or insurance product, give any form of advice or discuss the merits of any security or insurance product with a customer, qualify a customer as eligible for such products, or accept orders for such products even if unsolicited. 4.4 CONTROL BY BANK. The Bank shall monitor the activities of, and cause compliance by, Bank Employees with the Bank Employee Compliance Manual and shall report to LMFP any known or suspected violations of the Bank Employee Compliance Manual in a manner calculated to give LMFP and LMFS immediate notice of such suspected violation. 5. CONFIDENTIALITY 5.1 "BANK CUSTOMER INFORMATION" DEFINED. The Bank, to the fullest extent permitted under applicable law, shall provide to LMFP and/or LMFS information, excluding confidential and privileged financial information, concerning the then-existing customers of the Bank (the "Bank Customer Information"). 5.2 PROTECTION OF BANK CUSTOMER INFORMATION. LMFP and LMFS recognize the proprietary and confidential nature of the Bank Customer Information and will utilize the Bank Customer Information only in accordance with, or as required to carry out the provisions of, this Program Agreement. 5.3 OBLIGATIONS OF LMFP AND LMFS. The obligations of LMFP and LMFS to the Bank with respect to the Bank Customer Information shall include (but not be limited to) the following: 5.3.1 To obey any and all instructions of the Bank with respect to the Bank Customer Information, and to exercise due care, skill and diligence in carrying out those instructions; 5.3.2 Upon request, and after reasonable notice, to disclose to the Bank all material facts concerning use of the Bank Customer Information by LMFP and/or LMFS; and 5.3.3 To establish and enforce procedures to ensure that the Bank Account information is made available only as authorized herein and is not utilized in connection with any activities not permitted pursuant to the Program Agreement. 5.4 "LMFP ACCOUNT INFORMATION" DEFINED. LMFP shall provide to the Bank the information specified herein concerning the LMFP accounts maintained pursuant to the Program Agreement ("LMFP Account Information"). Each business day LMFP shall provide a list of (i) accounts maintained pursuant to the Program Agreement, (ii) the securities held in each such account, and (iii) a valuation of each securities holding. LMFP does not guarantee the accuracy of the LMFP Account Information provided pursuant to this provision. 4

5.5 PROTECTION OF LMFP ACCOUNT INFORMATION. The Bank recognizes the proprietary and confidential nature of the LMFP Account Information and agrees that this information shall not be made available to anyone other than Financial Advisors without the prior written consent of LMFP. 5.6 OBLIGATIONS OF THE BANK. The obligations of the Bank to LMFP with respect to the LMFP Account Information shall include (but not be limited to) the following: 5.6.1 To establish and enforce procedures to ensure that the LMFP Account Information is made available only as authorized herein and is not utilized in connection with any activities not permitted pursuant to the Program Agreement. 5.6.2 Upon request, and after reasonable notice, to disclose to LMFP all material facts concerning dissemination and use of the LMFP Account Information by the Bank. 6. SEPARATION OF BUSINESSES 6.1 SEPARATION OF BANK OPERATIONS. The Bank shall maintain total separation of its business from the businesses of LMFP and LMFS, including separation of records, and shall conduct its business at all times so as not to lead to confusion between its business and the businesses conducted by LMFP and LMFS. 6.2 SEPARATION OF LMFP AND LMFS OPERATIONS. LMFP and LMFS shall maintain total separation of their businesses from the business of the Bank, including separation of records, and shall conduct their businesses at all times so as not to lead to confusion between their businesses and the business conducted by the Bank. 7. ACCESS. The Bank's supervisory personnel, LMFP's supervisory personnel, LMFS's supervisory personnel, representatives of state and federal banking, securities and insurance regulatory authorities, the NASD and any other entity having jurisdiction over the operation of LMFP and the conduct of the Financial Advisors shall have unimpeded access during the Bank's business hours to the Sales Areas, to all records maintained in connection with the operation of the LMFP Program which are required to be maintained pursuant to banking, securities and insurance laws and regulations, and to the Financial Advisors and their LMFP personnel records. The Bank shall have unimpeded access during the Bank's business hours to the Sales Areas and records maintained in connection with the operation of the LMFP Program to verify that LMFP, LMFS and the Financial Advisors are complying with this Program Agreement. 8. BANK COSTS AND EXPENSES. The Bank shall be directly responsible for the costs and expenses associated with the following items in connection with the operation of the LMFP Program: 8.1 All Financial Advisor compensation, expenses and costs, including recruitment costs, fringe benefits, travel expenses, errors and omissions insurance premiums, training (other than training conducted by LMFP with respect to the LMFP Program), costs associated with obtaining any licenses (including NASD Series 7 licenses), and all costs associated with quote machines and other equipment necessary to conduct a securities brokerage business; 8.2 Salary and benefits for the Bank Employees; 8.3 Production and printing of signage regarding the LMFP Program in the Bank; 8.4 All costs incurred in connection with the preparation, printing and distribution of advertising and promotional materials regarding the LMFP Program which have been approved by an authorized officer of the Bank; and 8.5 All costs incurred in connection with the preparation and distribution of LMFP Account Information to the Bank and any other reports requested by the Bank, other than those reports enumerated in Section 2.6. 5

9. ADVERTISING AND PROMOTION 9.1 RESPONSIBILITY. The Bank shall be responsible for the promotion of the LMFP Program and LMFP Products. LMFP and LMFS shall advise and assist the Bank in the promotion of the LMFP Program. Nothing herein obligates LMFP or LMFS or the Bank to conduct any media advertising. 9.2 PREPARATION. Advertising, direct mail, marketing material and other publicity regarding the LMFP Program and LMFP Products shall be prepared by LMFP and LMFS, or by the Bank with the advice and assistance of LMFP, or, in the case of material relating to a specific LMFP Product, by the issuer thereof. LMFP or the issuer, as the case may be, shall be responsible for ensuring that all materials conform to applicable federal and state laws and regulations. The Bank may not print or distribute any advertising, marketing material or sales literature relating to the LMFP Program or LMFP Products unless it has received prior written approval from an authorized LMFP principal. LMFP and LMFS may use the name of the Bank and/or its affiliates only to identify the locations where information regarding the LMFP Program or LMFP Products may be obtained. All advertising and promotional materials and telemarketing scripts shall disclose clearly and conspicuously that the Bank is not a registered broker/dealer, that the customer will be dealing solely with LMFP and/or LMFS, that LMFP and/or LMFS are not affiliated with the Bank or its affiliates and that the LMFP Products offered are not insured by the FDIC or any other federal or state agency, are not deposits or other obligations of the Bank, and are subject to investment risks, including possible loss of the principal amount invested. Where applicable, the existence of an advisory or any other material relationship between the Bank or an affiliate of the Bank and any mutual funds whose shares are sold by LMFP or any material relationship between the Bank or any affiliate of the Bank with LMFP and/or LMFS shall be disclosed. 10. LMFP, LMFS AND LMWW SERVICE MARKS. The Bank acknowledges that (i) LMFP is the owner of the "LM Financial Partners, Incorporated" service mark, and all derivatives thereof, (ii) LMFS is the owner of the "Legg Mason Financial Services, Inc." service mark, and all derivatives thereof, and (iii) LMWW is the owner of the Leg Mason Wood Walker, Incorporated" service mark, and all derivatives thereof. The Bank is not granted a license or right to use the LMFP, LMFS or LMWW service marks in any manner without the prior written consent of LMFP, LMFS or LMWW service marks pursuant to a written consent shall comply in all respects with the terms of that written consent. 11. COMPENSATION TO THE BANK 11.1 PROGRAM PAYMENTS. LMFP shall make Program Payments to the Bank with respect to all securities transactions which are attributable to customer accounts established with LMFP through the operation of the LMFP Program in accordance with SCHEDULE A attached hereto and made a part hereof. Program Payments shall be made to the Bank on or around the 15th day of the following calendar month with respect to all securities transactions settled through the end of the immediately preceding calendar month. Each Program Payment shall be accompanied by a record of transactions. 11.2 RENTAL PAYMENTS. LMFP or LMFS shall make Rental Payments pursuant to the Lease. 12. REPRESENTATIONS AND WARRANTIES OF LMFP AND LMFS. LMFP and LMFS represent, warrant and agree that: 12.1 LMFP is duly registered as a broker-dealer and investment advisor with the SEC, and any other applicable state or federal agency or self regulatory organization having jurisdiction over LMFP and is in good standing with the NASD and the Securities Investor Protection Corporation ("SIPC"); 12.2 During the term of this Program Agreement, LMFP will remain duly licensed and in good standing as a securities broker-dealer and an investment advisor under all applicable federal and state laws and regulations; 12.3 LMFS is duly licensed with applicable state insurance regulatory bodies; 6

12.4 During the term of this Program Agreement, LMFS will remain duly licensed and in good standing as an

12.4 During the term of this Program Agreement, LMFS will remain duly licensed and in good standing as an insurance agency under all applicable state laws and regulations; 12.5 LMFP and LMFS have all requisite authority, in conformity with applicable laws and regulations, to enter into and perform this Program Agreement; and 12.6 LMFP and LMFS shall keep confidential any information not generally available to the public, which they may acquire as a result of this Program Agreement, regarding the business and affairs of the Bank and its customers. Such requirement shall survive the termination of the Program Agreement for so long as such information remains confidential information and/or a trade secret of the Bank; 12.7 This Program Agreement has been duly authorized, executed and delivered by LMFP and LMFS and constitutes legal, valid and binding obligations of LMFP and LMFS; and 12.8 LMFP and LMFS shall conduct their activities in conformity with all material provisions of the Compliance Manual and all applicable laws, regulations, and rules, including the Interagency Statement on Retail Sales of Nondeposit Investment Products and NASD Rule 2350 (Broker-Dealer Conduct on the Premises of Financial Institutions). 13. REPRESENTATIONS AND WARRANTIES OF THE BANK. The Bank represents, warrants and agrees that: 13.1 The Bank has all requisite authority, in conformity with applicable laws and regulations, to enter into this Program Agreement, to retain the services of LMFP and LMFS and to provide the services required of it under this Program Agreement; 13.2 The Bank, is and will remain, in compliance with all applicable laws, rules and regulations that may apply to it from time to time by any regulatory bodies or agencies having jurisdiction over the Bank with respect to the performance of the Bank's obligations under this Program Agreement; 13.3 The Bank and its subsidiaries shall keep confidential any information not generally available to the public, which it may acquire as a result of this Program Agreement, regarding the business and affairs of LMFP and LMFS. Such requirement shall survive termination of this Program Agreement for so long as such information remains confidential and/or a trade secret of LMFP and LMFS; 13.4 This Program Agreement has been duly authorized, executed and delivered by the Bank and constitutes the legal, valid and binding obligation of the Bank; 13.5 All records of LMFP and LMFS that by law or regulation must be maintained on the premises of the Bank and/or its affiliates shall be maintained by the Bank in accordance with the instructions of LMFP and LMFS; and 13.6 The Bank shall conduct its activities in connection with the LMFP Program in accordance with all material provisions of the Compliance Manual and all applicable laws, regulations and rules including the Interagency Statement on Retail Sales of Nondeposit Investment Products and NASD Rule 2350 (Broker-Dealer Conduct on the Premises of Financial Institutions). 14. INDEMNIFICATION 14.1 BY LMFP. LMFP shall defend, reimburse, indemnify and hold harmless the Bank, its affiliates, officers, directors, employees and agents against any and all losses, claims, damages, liabilities, actions, costs or expenses, joint or several, to which any indemnified party may become subject (including any amounts paid in settlement or compromise, provided LMFP shall have given its prior written approval of such settlement or compromise), insofar as such losses, claims, damages, liabilities, actions, costs or expenses arise in connection with or are based upon: (i) the breach by LMFP or LMFS of any material provision of the Program 7

Agreement, including (but not limited to) any representation, warranty or covenant made by LMFP or LMFS herein; (ii) any act or omission to act, whether negligent, reckless or intentional, by LMFP or LMFS or any Financial Advisor acting in his or her capacity as a Financial Advisor; (iii) the failure of LMFP or LMFS to comply with securities and other laws, rules and regulations applicable to the LMFP Program; or (iv) the failure of LMFP or LMFS to comply with insurance and other laws, rules and regulations applicable to the LMFP Program. 14.2 BY THE BANK. The Bank shall defend, reimburse, indemnify and hold harmless LMFP, LMFS, LMWW, their affiliates, officers, directors, employees and agents against any and all losses, claims, damages, liabilities, actions, costs or expenses, joint or several, to which any indemnified party may become subject (including any legal or other expenses reasonably incurred by it in connection with investigating any claim against it and any amounts paid in settlement or compromise, provided the Bank shall have given its prior written approval of such settlement or compromise), insofar as such losses, claims, damages, liabilities, actions, costs or expenses arise in connection with or are based upon: (i) the breach by the Bank of any material provision of this Program Agreement, including (but not limited to) any representation, warranty or covenant made by the Bank herein; (ii) any act or omission to act, whether negligent, reckless or intentional, by the Bank or its affiliates in connection with either the LMFP Program or unrelated banking activities; (iii) any act or omission to act, whether negligent, reckless or intentional, by any Financial Advisor, which is done pursuant to Bank instruction or direction; or (iv) the failure of the Bank or its affiliates to comply with all banking laws, rules and regulations applicable to the LMFP Program. 14.3 NOTICE OF INDEMNIFICATION. In the event any legal proceeding is threatened or instituted or any claim or demand is asserted by any person for which payment may be sought by one party hereto from the other party under the provisions of this SECTION 14, the party seeking indemnification (the "Indemnitee") will promptly cause written notice of the assertion of any such claim of which it has knowledge to be forwarded to the other party (the "Indemnitor"). Any notice of a claim will state specifically the material provision, representation, warranty or covenant with respect to which the claim is made (if applicable), the facts giving rise to an alleged basis for the claim and the amount of the liability asserted against the Indemnitor by reason of the claim. 14.4 INDEMNIFICATION PROCEDURE FOR THIRD-PARTY CLAIMS. In the event of the assertion of a claim or the initiation of any legal proceeding against an Indemnitee by a third party, the Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnitee may retain counsel, at the Indemnitor's expense, and control the defense of such proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. In the event a claim, demand or legal proceeding arises in connection with events or allegations such that LMFP and the Bank each seek indemnification from the other by reason of the claim, the parties agree that each party shall be liable for a share of all costs and expenses incurred in the defense, settlement and resolution of the claim in proportion to each party's relative fault in the matter. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and the Indemnitor will pay all of the sums so owing to the Indemnitee by wire transfer, certified or bank cashier's check within thirty (30) days after the date of such notice. 15. TERM AND TERMINATION 15.1 TERM. The term of this Program Agreement shall commence on the Effective Date (as defined in SECTION 17.1) and shall continue for an initial period of one (1) year, and shall automatically continue for additional one (1) year renewal periods thereafter, unless terminated at the option of either party pursuant to sixty (60) days prior written notice to the other party at or before the expiration of the initial one (1) year

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period or any one (1) year renewal period, or unless this Program Agreement is earlier terminated as provided herein. Provided however, that termination of this Program Agreement following written notice shall not become effective until the late of (i) sixty (60) days following notice or (ii) the completion of the conversion of the LMFP Program Accounts to a successor brokerage firm. Each party agrees to cooperate fully so as to expedite the conversion process. 15.2 TERMINATION UPON LEASE TERMINATION. This Program Agreement shall terminate concurrently with the termination of the Lease. 15.3 TERMINATION FOR CAUSE. 15.3.1 BY LMFP AND LMFS. LMFP and LMFS may terminate this Program Agreement immediately in the event the Bank is enjoined, disabled, suspended or otherwise unable to engage in the banking business or any part of it as a result of any administrative or judicial proceeding or action. 15.3.2 BY THE BANK. The Bank may terminate this Program Agreement immediately in the event LMFP or LMFS are enjoined, disabled, suspended or otherwise unable to engage in the securities or insurance business or any part of it as a result of any administrative or judicial proceeding or action. 15.3.3 BY EITHER PARTY. Either the Bank or LMFP and LMFS may terminate this Program Agreement immediately if the other has materially breached any material provision of this Program Agreement and, after written notice thereof, the breaching party has not cured or commenced a cure within thirty (30) days of it's receipt of notice. 16. NOTICES. Any notice required or permitted under this Program Agreement shall be in writing and either hand delivered or mailed by certified mail, return receipt requested, to the following addresses:
LMFP: LM Financial Partners, Inc. 100 Light Street, 27th Floor Baltimore, Maryland 21202 Attention: Mr. John Houston Legg Mason Financial Services, Inc. 100 Light Street Baltimore, Maryland 21202 Attention: Mr. Laurens N. Sullivan Pinnacle Bank 3401 West End Avenue, Suite 306 Nashville, TN 37203 Attention: Mr. Robert A. McCabe, Jr.

LMFS:

THE BANK:

Notice shall be deemed given on the date of receipt, in the case of hand delivery, or on the date delivered, as shown on the U.S. Postal Service return receipt, in the case of mailing. Any party may change the address to which notice is to be delivered to it under this Program Agreement by giving notice to that effect to the other parties hereto in the manner provided in this Section. 17. GENERAL PROVISIONS 17.1 AMENDMENT AND BINDING NATURE OF PROGRAM AGREEMENT. Except as otherwise provided herein, this Program Agreement may be amended, modified or supplemented only by a writing signed by all parties hereto. This Program Agreement shall be binding upon all approved successors and assigns of the parties. This Program Agreement may not be assigned to any entity other than an affiliate of a party without the prior written consent of the non-assigning parties and any requisite review and/or approval of any regulatory agency or self-regulatory body. 9

period or any one (1) year renewal period, or unless this Program Agreement is earlier terminated as provided herein. Provided however, that termination of this Program Agreement following written notice shall not become effective until the late of (i) sixty (60) days following notice or (ii) the completion of the conversion of the LMFP Program Accounts to a successor brokerage firm. Each party agrees to cooperate fully so as to expedite the conversion process. 15.2 TERMINATION UPON LEASE TERMINATION. This Program Agreement shall terminate concurrently with the termination of the Lease. 15.3 TERMINATION FOR CAUSE. 15.3.1 BY LMFP AND LMFS. LMFP and LMFS may terminate this Program Agreement immediately in the event the Bank is enjoined, disabled, suspended or otherwise unable to engage in the banking business or any part of it as a result of any administrative or judicial proceeding or action. 15.3.2 BY THE BANK. The Bank may terminate this Program Agreement immediately in the event LMFP or LMFS are enjoined, disabled, suspended or otherwise unable to engage in the securities or insurance business or any part of it as a result of any administrative or judicial proceeding or action. 15.3.3 BY EITHER PARTY. Either the Bank or LMFP and LMFS may terminate this Program Agreement immediately if the other has materially breached any material provision of this Program Agreement and, after written notice thereof, the breaching party has not cured or commenced a cure within thirty (30) days of it's receipt of notice. 16. NOTICES. Any notice required or permitted under this Program Agreement shall be in writing and either hand delivered or mailed by certified mail, return receipt requested, to the following addresses:
LMFP: LM Financial Partners, Inc. 100 Light Street, 27th Floor Baltimore, Maryland 21202 Attention: Mr. John Houston Legg Mason Financial Services, Inc. 100 Light Street Baltimore, Maryland 21202 Attention: Mr. Laurens N. Sullivan Pinnacle Bank 3401 West End Avenue, Suite 306 Nashville, TN 37203 Attention: Mr. Robert A. McCabe, Jr.

LMFS:

THE BANK:

Notice shall be deemed given on the date of receipt, in the case of hand delivery, or on the date delivered, as shown on the U.S. Postal Service return receipt, in the case of mailing. Any party may change the address to which notice is to be delivered to it under this Program Agreement by giving notice to that effect to the other parties hereto in the manner provided in this Section. 17. GENERAL PROVISIONS 17.1 AMENDMENT AND BINDING NATURE OF PROGRAM AGREEMENT. Except as otherwise provided herein, this Program Agreement may be amended, modified or supplemented only by a writing signed by all parties hereto. This Program Agreement shall be binding upon all approved successors and assigns of the parties. This Program Agreement may not be assigned to any entity other than an affiliate of a party without the prior written consent of the non-assigning parties and any requisite review and/or approval of any regulatory agency or self-regulatory body. 9

17.2. NO AGENCY. Neither this Program Agreement nor any operation hereunder is intended to be, shall be

17.2. NO AGENCY. Neither this Program Agreement nor any operation hereunder is intended to be, shall be deemed to be, or shall be treated as a general or limited partnership or a joint venture or as creating an agency relationship between LMFP, LMFS and the Bank and/or their affiliates. 17.3. CONTROLLING LAW. Except regarding matters controlled by federal law, this Program Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. 17.4. HEADINGS. The headings preceding the text hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Program Agreement. 17.5. SEVERABILITY. If any term, provision or condition of this Program Agreement is held to be invalid, unenforceable or illegal by any court, regulatory agency or self-regulatory body, such invalidity, unenforceability or illegality shall attach only to that term, provision or condition, and the validity and enforceability of the remaining portions of this Program Agreement shall not be affected. 17.6. WAIVER. The failure by any party to exercise any right, power, remedy or privilege contained herein, or existing under controlling law, now or hereafter in effect, shall not be construed to be a waiver of that right, power, remedy or privilege or to preclude further exercise thereof. 17.7. ARBITRATION. The Bank, LMFP and LMFS agree that any claim or controversy arising from or under this Program Agreement will be settled by arbitration before the National Association of Securities Dealers, Inc.; but any party may file an action for and obtain temporary injunctive relief before being compelled to arbitrate. 17.8. FIDUCIARY OBLIGATION. This Program Agreement creates no fiduciary obligation or responsibilities between the parties or between the Bank and any third parties purchasing products under the LMFP Program. 17.9. SURVIVABILITY. The obligations of the parties under SECTIONS 5.2, 10, 14 AND 17.7 shall survive the termination of this Program Agreement. 17.10. EFFECTIVE DATE. The Effective Date of this Program Agreement is ______________, _______. 10

IN WITNESS WHEREOF, each of the parties hereto has caused this Program Agreement to be executed on its behalf as of the date first above written. ATTEST: LM FINANCIAL PARTNERS, INC.
/s/ GREGORY B. MCSHEA By: /s/ HORACE M. LOWMAN, JR. (SEAL) --------------------------------------------------------------------Gregory B. McShea, Secretary Name: Horace M. Lowman, Jr. Title: Chairman ATTEST: LEGG MASON FINANCIAL SERVICES, INC. By: /s/ LAURENS N. SULLIVAN (SEAL) ---------------------------------------Name: Laurens N. Sullivan Title: President PINNACLE BANK

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ATTEST:

/s/ HUGH M. QUEENER By: /s/ ROBERT A. MCCABE, JR. (SEAL) --------------------------------------------------------------------Hugh M. Queener, Secretary Name: Robert A. McCabe, Jr. Title: Chairman

11

IN WITNESS WHEREOF, each of the parties hereto has caused this Program Agreement to be executed on its behalf as of the date first above written. ATTEST: LM FINANCIAL PARTNERS, INC.
/s/ GREGORY B. MCSHEA By: /s/ HORACE M. LOWMAN, JR. (SEAL) --------------------------------------------------------------------Gregory B. McShea, Secretary Name: Horace M. Lowman, Jr. Title: Chairman ATTEST: LEGG MASON FINANCIAL SERVICES, INC. By: /s/ LAURENS N. SULLIVAN (SEAL) ---------------------------------------Name: Laurens N. Sullivan Title: President PINNACLE BANK

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ATTEST:

/s/ HUGH M. QUEENER By: /s/ ROBERT A. MCCABE, JR. (SEAL) --------------------------------------------------------------------Hugh M. Queener, Secretary Name: Robert A. McCabe, Jr. Title: Chairman

11

SCHEDULE A LMFP shall pay to the Bank an amount equal to that percentage of (i) Commissions Credits received or retained by LMFP with respect to securities transactions attributable to brokerage accounts established through the operation of the LMFP Program (excluding Bank Securities and any securities which are also insurance products, and (ii) fees received or retained by LMFP with respect to referrals made by LMFP Financial Advisors to LMFP affiliates ("fees"), as follows: 87.5% of Commission Credits and Fees during the initial twelve (12) month period. Upon reaching $1,000,001 in Gross Production, payout will be 90%, retroactive to the first dollar of Commission Credits and Fees. Upon reaching $1,500,001 in Gross Production, payout will be 92.5%, retroactive to the first dollar of Commission Credits and Fees. For all periods thereafter, LMFP shall pay as follows: 77.5% of Commission Credits and Fees for Gross Production up to $250,000, 85% of Commission Credits and Fees for Gross Production from $250,001 to $500,000, 87.5% of Commission Credits and Fees for Gross Production from $500,001 to $2,500,000; and 90% of Commission Credits and Fees for Gross Production in excess of $2,500,001. The payout on the first $25,000 of Gross Production after the initial twelve month period will be adjusted retroactively to 80% when $250,000 is exceeded. LMFP shall deduct from Bank's share of Commission Credits and Fees any clearing or other charges incurred by the LMFP Program at the Bank. As used herein, "Commission Credits" means (i) with respect to shares of mutual funds, the amount reallowable to dealers as shown in the current prospectuses of such mutual funds pursuant to Item 7(b)(iv) of Form N-1A under the Investment Company Act of 1940 (the "1940 Act"), plus all amounts received by LMFP from the principal underwriter (as that term is defined under the 1940 Act) of such mutual funds pursuant to Rule 12B-1 under the 1940 Act, and (ii) with respect to other securities, all commissions, fees, discounts, and other sales compensation. Any applicable LMWW postage and handling fees shall be deducted from the items set forth in the definition of Commission Credits prior to the calculation of the total amount of Commission Credits. Additionally, as used herein, "Gross Production" means the cumulative total of all Commission Credits, Fees and any commissions and other sales compensation related to sales of insurance products attributable to the LMFP Program. However, commissions and other sales compensation with respect to sales of insurance products under the LMFP Program shall be added to Commission Credits earned hereunder solely for the purpose of determining whether the Gross Production thresholds under this Schedule A has been met. LMFP shall have the right to cancel transactions in its sole discretion. If transactions are canceled after LMFP

SCHEDULE A LMFP shall pay to the Bank an amount equal to that percentage of (i) Commissions Credits received or retained by LMFP with respect to securities transactions attributable to brokerage accounts established through the operation of the LMFP Program (excluding Bank Securities and any securities which are also insurance products, and (ii) fees received or retained by LMFP with respect to referrals made by LMFP Financial Advisors to LMFP affiliates ("fees"), as follows: 87.5% of Commission Credits and Fees during the initial twelve (12) month period. Upon reaching $1,000,001 in Gross Production, payout will be 90%, retroactive to the first dollar of Commission Credits and Fees. Upon reaching $1,500,001 in Gross Production, payout will be 92.5%, retroactive to the first dollar of Commission Credits and Fees. For all periods thereafter, LMFP shall pay as follows: 77.5% of Commission Credits and Fees for Gross Production up to $250,000, 85% of Commission Credits and Fees for Gross Production from $250,001 to $500,000, 87.5% of Commission Credits and Fees for Gross Production from $500,001 to $2,500,000; and 90% of Commission Credits and Fees for Gross Production in excess of $2,500,001. The payout on the first $25,000 of Gross Production after the initial twelve month period will be adjusted retroactively to 80% when $250,000 is exceeded. LMFP shall deduct from Bank's share of Commission Credits and Fees any clearing or other charges incurred by the LMFP Program at the Bank. As used herein, "Commission Credits" means (i) with respect to shares of mutual funds, the amount reallowable to dealers as shown in the current prospectuses of such mutual funds pursuant to Item 7(b)(iv) of Form N-1A under the Investment Company Act of 1940 (the "1940 Act"), plus all amounts received by LMFP from the principal underwriter (as that term is defined under the 1940 Act) of such mutual funds pursuant to Rule 12B-1 under the 1940 Act, and (ii) with respect to other securities, all commissions, fees, discounts, and other sales compensation. Any applicable LMWW postage and handling fees shall be deducted from the items set forth in the definition of Commission Credits prior to the calculation of the total amount of Commission Credits. Additionally, as used herein, "Gross Production" means the cumulative total of all Commission Credits, Fees and any commissions and other sales compensation related to sales of insurance products attributable to the LMFP Program. However, commissions and other sales compensation with respect to sales of insurance products under the LMFP Program shall be added to Commission Credits earned hereunder solely for the purpose of determining whether the Gross Production thresholds under this Schedule A has been met. LMFP shall have the right to cancel transactions in its sole discretion. If transactions are canceled after LMFP has paid monthly Program Payments with respect to Commission Credits earned on the canceled transactions, LMFP either may deduct the appropriate percentage of the canceled commission from the Program Payment owed to the Bank for the next Program Payment period, or may request, in writing, that the Bank pay LMFP the appropriate percentage of canceled commission within fifteen (15) days of such written request. 12 1 LEASE THIS LEASE (the "Lease") is made this __th day of _______, _______, by and among LM Financial Partners, Inc., a Maryland corporation ("LMFP"), Legg Mason Financial Services, Inc., a Maryland corporation ("LMFS") (with LMFP and LMFS collectively referred to as "Tenant"), and Pinnacle Bank ("Landlord"). IN CONSIDERATION of the covenants and agreements hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises (the "Sales Area" or "Sales Areas") within the offices of the Landlord described on Exhibit A attached hereto and made a part hereof, upon the following terms and conditions: 1. TERM. 1.1 This Lease shall commence and terminate concurrently and in accordance with the provisions of the Brokerage Program Agreement, of even date herewith, between Landlord and Tenant (the "Program Agreement"), the terms of which (including the definitions set forth therein) are hereby incorporated by reference.

1 LEASE THIS LEASE (the "Lease") is made this __th day of _______, _______, by and among LM Financial Partners, Inc., a Maryland corporation ("LMFP"), Legg Mason Financial Services, Inc., a Maryland corporation ("LMFS") (with LMFP and LMFS collectively referred to as "Tenant"), and Pinnacle Bank ("Landlord"). IN CONSIDERATION of the covenants and agreements hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises (the "Sales Area" or "Sales Areas") within the offices of the Landlord described on Exhibit A attached hereto and made a part hereof, upon the following terms and conditions: 1. TERM. 1.1 This Lease shall commence and terminate concurrently and in accordance with the provisions of the Brokerage Program Agreement, of even date herewith, between Landlord and Tenant (the "Program Agreement"), the terms of which (including the definitions set forth therein) are hereby incorporated by reference. 1.2 Upon the termination of the Lease, all of Tenant's rights herein, including, but not limited to, the right to use and occupy the Sales Areas, shall immediately cease, and such rights shall vest solely in Landlord. 1.3 As to each Sales Area, this Lease shall terminate, upon thirty (30) days prior written notice to Tenant, in the event Landlord ceases to provide banking services to the public at the building in which a Sales Area is located. 2. RENT. Tenant shall pay to Landlord Rent in the amount specified in Exhibit A. Any other sum of money which this Lease requires Tenant to pay shall be treated as Rent, and is hereafter referred to as "Additional Rent". Rent and Additional Rent shall be payable on or before the fifteenth (15th) day of each calendar month. 3. SALES AREA. 3.1 If required by applicable regulations, the Sales Area shall be deemed a branch of Tenant. Although the Sales Area is owned or leased by Landlord, it shall be a segregated and distinct area within the branch of Bank and shall be maintained in accordance with applicable state and federal laws and regulations relating to the separation of space within a bank for the sale of insurance and securities products. Landlord shall be responsible for maintenance of the Sales Area in a satisfactory condition. 3.2 If Landlord occupies the banking premises in which the Sales Area is located pursuant to a lease (the "Master Lease"), this Lease shall be subject and subordinate to all terms and conditions of the Master Lease. 4. USE OF SALES AREA AND EQUIPMENT. 4.1 The Sales Area shall be used by Tenant exclusively for the offering and sale of LMFP Products through the efforts of Program Representatives. 4.2 The Sales Areas shall be occupied by Tenant promptly after the Effective Date, and Tenant shall conduct the business permitted under this Lease and keep the Sales Areas open for business during the days and hours agreed to by Landlord and Tenant from time-to-time. 1

4.3 Landlord agrees to provide, at its sole expense, one clean, voice grade telephone line which does not go through a switchboard and is capable of direct dialing for modem transmission of information to LMFP's central computer. All telephone expenses shall be paid by Landlord; provided, however, Landlord shall not be responsible for long distance charges unless LMFP provides a toll free number to its home office for use by Sales Agents. Landlord shall not be responsible for long distance charges which are not related to the sale of LMFP Products. Landlord shall provide a facsimile machine, desks, chairs, literature racks, point-of-sale display

4.3 Landlord agrees to provide, at its sole expense, one clean, voice grade telephone line which does not go through a switchboard and is capable of direct dialing for modem transmission of information to LMFP's central computer. All telephone expenses shall be paid by Landlord; provided, however, Landlord shall not be responsible for long distance charges unless LMFP provides a toll free number to its home office for use by Sales Agents. Landlord shall not be responsible for long distance charges which are not related to the sale of LMFP Products. Landlord shall provide a facsimile machine, desks, chairs, literature racks, point-of-sale display furnishings and equipment, telephones and normal office business supplies in each of the Sales Areas as well as access to a photocopy machine. 5. COMMON AREAS. During the Term, Tenant shall have a nonexclusive license to use, in common with others, the corridors, restroom facilities and other interior and exterior common areas of Landlord's premises in which the Sales Areas are located (the "Common Areas"). Tenant's use of the Common Areas shall be subject to such reasonable rules and regulations as Landlord may issue from time to time. Landlord shall, at all times, have full and exclusive control, management and direction of the Common Areas. 6. PRODUCTS. Tenant shall offer and sell any or all securities and insurance products as from time to time are included in the LMFP Program. 7. SIGNS AND ADVERTISING. At all times when a Sales Area is in use by Tenant, Tenant agrees to maintain a sign or signs in the Sales Area which shall display the name or names of Tenant and any other data conventionally or traditionally used for its signs, provided that the form and content of each sign shall be first approved by Landlord. Each sign shall expressly disclose that Tenant is a distinct and separate entity from, and not affiliated with, Landlord or any affiliate of Landlord. No other sign or advertising display may be installed in a Sales Area without first obtaining Landlord's prior approval. Landlord may not advertise, promote or announce publicly in any fashion the availability of insurance products or any information regarding such insurance, including, without limitation, the name of insurance companies represented by Tenant and premium rates. 8. ASSIGNMENT AND SUBLETTING. Tenant shall (i) not assign or encumber the Lease or Tenant's interest hereunder, in whole or in part, and (ii) not sublet or permit the occupancy or use by any other party of all or any part of any of the Sales Areas without the prior written consent of Landlord. Landlord shall not assign this Lease without the prior written consent of Tenant. For purposes of this Section, "assign" shall include any transfer of this Lease, including, but not limited to, by sale or assignment, but shall not include an implied assignment by merger or other disposition of ownership interests. 9. DAMAGE TO PREMISES. Tenant shall reimburse Landlord, as Additional Rent, for (i) the cost to repair any damage to the Sales Areas caused by Tenant, and (ii) the installation or removal in the Sales Area of any property for Tenant's use, regardless of fault or by whom such damage shall be caused, unless caused by Landlord, its agents, employees or contractors. 10. TENANT'S ALTERATIONS. 10.1 Tenant shall not make any structural alterations or additions on or to any Sales Areas without first obtaining Landlord's written approval, which approval may be granted or denied in Landlord's sole, but reasonable, discretion. Tenant agrees that any improvements made by it shall become the property of Landlord and remain upon the Sales Area; provided that, upon the termination of the Lease by either party and upon notice by Tenant to Landlord within thirty (30) days after the date on which the Lease is terminated, Tenant shall have the right to remove any or all of those improvements and to restore the Sales Area to its condition as of the Effective Date, excluding ordinary wear and tear. All property not removed by Tenant within thirty (30) days after Tenant gives notice to Landlord of its intent to remove any improvements shall remain Landlord's property. 2

10.2 Tenant shall not permit any mechanic's or materialman's lien to be established against Tenant's leasehold interest in the Sales Area. 11. REPAIRS TO BE MADE BY TENANT. Tenant shall surrender the Sales Areas at the expiration of the lease, or at such other time as it may vacate the Sales Areas, in as good condition as existed on the Effective

10.2 Tenant shall not permit any mechanic's or materialman's lien to be established against Tenant's leasehold interest in the Sales Area. 11. REPAIRS TO BE MADE BY TENANT. Tenant shall surrender the Sales Areas at the expiration of the lease, or at such other time as it may vacate the Sales Areas, in as good condition as existed on the Effective Date, except for ordinary wear and tear and damage by fire or other hazard covered by Landlord's insurance. In connection with the surrender to Landlord of the Sales Areas, Tenant shall remove from the Sales Areas all trade fixtures and equipment, all trademarks, trade insignia and signs. Any such removal shall be done in a workmanlike manner, leaving the Sales Areas in the same condition and appearance which existed immediately prior to the Effective Date, ordinary wear and tear excepted. 12. INSURANCE. 12.1 Tenant shall maintain, at its expense, public liability insurance coverage with limits of not less than One Million Dollars ($1,000,000) per occurrence. The insurance policy or policies shall name Landlord and Tenant as insureds, as their interests may appear, and cover them from and against claims for personal injuries, death or property damage occurring in, upon or about the Sales Area. 12.2 Tenant shall not cancel or reduce the coverage of any insurance policy maintained by it under this Section without thirty (30) days prior written notice to Landlord. 12.3 Tenant shall, prior to its entry onto any Sales Area, and annually thereafter, upon request by Landlord, furnish Landlord with a certificate or endorsement showing that the insurance referred to in this Section is in full force and effect and a copy of all policies in reference thereto. 12.4 As to any Sales Area which is subject to a Master Lease, Tenant's obligations under this Section are owed also to the Master Lessor under each Master Lease. 13. TENANT'S UTILITIES AND TAXES. Landlord shall pay all charges for all utilities, including but not limited to, water, fuel, telephone (except as otherwise provided in Section 4.3), postage and electricity consumed in the Sales Area. Tenant shall be responsible for, and shall pay when due, all taxes assessed against any leasehold interest or personal property owned by or placed in, upon or about the Sales Area by Tenant. If Tenant fails to pay any of the aforementioned taxes, Landlord may, but is not required to, pay any such tax, and Tenant agrees to reimburse Landlord for same ten (10) days after written demand therefore. Any payment hereunder shall be deemed collectible by Landlord as Additional Rent. 14. DEFAULT AND REMEDIES. 14.1 Tenant covenants and agrees to pay the Rent, together with all other sums of money which under the provisions hereof may be considered as Additional Rent, at the times and in the manner hereinabove set forth. 14.2 If Tenant shall fail to pay any installment of Rent or Additional Rent when due, then Landlord shall deliver written notice to Tenant identifying the Rent or Additional Rent in arrears and Tenant shall, within thirty (30) days after delivery of Landlord's notice (the "Cure Period"), pay to Landlord that amount which is due. If Tenant fails to make payment within the Cure Period, Landlord may, at its option, re-enter and resume possession of the Sales Areas, declare this Lease, and the tenancy hereby created, terminated, and thereupon remove all persons and property from the Sales Areas, with or without resort to process of any court, and by force or otherwise; and notwithstanding such re-entry, Tenant shall remain liable for any Rent and other amounts due or accred to Landlord or damages caused to Landlord prior thereto. 3

15. WASTE. Tenant shall not commit, or suffer to be committed, any waste upon the Sales Area, or any nuisance or other act or thing which may disturb the quiet enjoyment of the branches in which the Sales Areas are located. 16. NOTICES. All payment of Rent and Additional Rent shall be made to Landlord at 3401 West End Avenue,

15. WASTE. Tenant shall not commit, or suffer to be committed, any waste upon the Sales Area, or any nuisance or other act or thing which may disturb the quiet enjoyment of the branches in which the Sales Areas are located. 16. NOTICES. All payment of Rent and Additional Rent shall be made to Landlord at 3401 West End Avenue, Suite 306, Nashville, TN 37203 or at such other place as Landlord shall designate in writing to Tenant. Any notice required or permitted under this Lease shall be deemed effective if sent in accordance with the notice provisions of the Program Agreement. 17. COMPLETE AGREEMENT. This Lease and the Program Agreement are intended by the parties as a final and complete expression of their agreement and as an exclusive statement of the terms thereof, and may not be amended except in a writing signed by all the parties hereto or their respective successors or assigns. This Lease and the covenants and conditions herein contained shall inure to the benefit of, and be binding upon, Landlord, its successors and assigns, and shall inure to the benefit of, and be binding upon, Tenant, its successors and assigns. 18. NO AGENCY, PARTNERSHIP OR JOINT VENTURE AND NO LIABILITY FOR DEBTS. The relationship of the parties hereto shall be solely that of landlord and tenant. In the performance of Tenant's duties or obligations under this Lease, or any other contract, commitment, undertaking or agreement made pursuant to this Lease, Tenant shall not be deemed to be, or permit itself to be understood to be, the employee, servant or agent of Landlord and shall, at all times, take whatever measures are necessary to ensure that its status shall be that of tenant, operating the Sales Area as a separate entity. Nothing in this Lease shall be construed as creating a partnership or joint venture between Landlord and Tenant, or any other party hereto. Neither Landlord nor Tenant shall be liable for any debts or obligations of the other. 19. CONTROLLING LAW. Except regarding matters controlled by federal law, this Lease shall be governed by and construed in accordance with the laws of the State of Maryland. 20. HEADINGS. The headings preceding the text hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Lease. 21. SEVERABILITY. If any term, provision or condition of this Lease is held to be invalid, unenforceable or illegal by any court, regulatory agency or self-regulatory body, such invalidity, unenforceability or illegality shall attach only to that term, provision or condition, and the validity and enforceability of the remaining portions of this Lease shall not be affected. 22. WAIVER. The failure by either party to exercise any right, power, remedy or privilege contained herein, or existing under controlling law, now or hereafter in effect, shall not be construed to be a waiver of that right, power, remedy or privilege or to preclude further exercise thereof. 23. ARBITRATION. Landlord and Tenant agree that any claim or controversy arising from or under this Lease will be settled by arbitration before the National Association of Securities Dealers, Inc.; but either party may file an action for and obtain temporary injunctive relief before being compelled to arbitrate. 4

IN WITNESS WHEREOF, each of the parties hereto has caused this Lease to be executed on its behalf as of the date first above written.
ATTEST: /s/ HUGH M. QUEENER -----------------------------Hugh M. Queener, Secretary LANDLORD: By: /s/ ROBERT A. MCCABE, JR. (SEAL) --------------------------------------Name: Robert A. McCabe, Jr. Title: Chairman TENANT: LM FINANCIAL PARTNERS, INC. By: /s/ HORACE M. LOWMAN, JR. (SEAL)

ATTEST:

/s/ GREGORY B. MCSHEA

IN WITNESS WHEREOF, each of the parties hereto has caused this Lease to be executed on its behalf as of the date first above written.
ATTEST: /s/ HUGH M. QUEENER -----------------------------Hugh M. Queener, Secretary LANDLORD: By: /s/ ROBERT A. MCCABE, JR. (SEAL) --------------------------------------Name: Robert A. McCabe, Jr. Title: Chairman TENANT: LM FINANCIAL PARTNERS, INC. By: /s/ HORACE M. LOWMAN, JR. (SEAL) --------------------------------------Name: Horace M. Lowman, Jr. Title: Chairman LEGG MASON FINANCIAL SERVICES, INC. By: /s/ LAURENS N. SULLIVAN (SEAL) --------------------------------------Name: Laurens N. Sullivan Title: President

ATTEST:

/s/ GREGORY B. MCSHEA -----------------------------Gregory B. McShea, Secretary

ATTEST:

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5

EXHIBIT A RENT: LMFP shall pay to the bank $105 per month ($5 per business day per Sales Area) plus an amount equal to that percentage of Commission Credits received or retained by LMFP with respect to sales of insurance products attributable to brokerage accounts established through the operation of the LMFP program at the Sales Areas as follows: 87.5% during the initial twelve (12) month period. Upon reaching $1,000,001 in Gross Production, payout will be 90%, retroactive to the first dollar of Insurance Commissions. Upon reaching $1,500,001 in Gross Production, payout will be 92.5%, retroactive to the first dollar of Insurance Commissions. For all periods thereafter, LMFP shall pay as follows: 77.5% of Insurance Commissions for Gross Production up to $250,000; 85% of Insurance Commissions for Gross Production from $250,0001 to $500,000; 87.5% of Insurance Commissions for Gross Production from $500,001 to $2,500,000; and 90% of Insurance Commissions for Gross Production in excess of $2,500,000. SALES AREAS: 3401 West End Avenue Suite 306 Nashville, TN 37203 6

EXHIBIT 10.12 Interior Design Services, Inc. UNDERSTANDING OF TERMS AND CONDITIONS CUSTOMER P.O. REFERENCE #

EXHIBIT A RENT: LMFP shall pay to the bank $105 per month ($5 per business day per Sales Area) plus an amount equal to that percentage of Commission Credits received or retained by LMFP with respect to sales of insurance products attributable to brokerage accounts established through the operation of the LMFP program at the Sales Areas as follows: 87.5% during the initial twelve (12) month period. Upon reaching $1,000,001 in Gross Production, payout will be 90%, retroactive to the first dollar of Insurance Commissions. Upon reaching $1,500,001 in Gross Production, payout will be 92.5%, retroactive to the first dollar of Insurance Commissions. For all periods thereafter, LMFP shall pay as follows: 77.5% of Insurance Commissions for Gross Production up to $250,000; 85% of Insurance Commissions for Gross Production from $250,0001 to $500,000; 87.5% of Insurance Commissions for Gross Production from $500,001 to $2,500,000; and 90% of Insurance Commissions for Gross Production in excess of $2,500,000. SALES AREAS: 3401 West End Avenue Suite 306 Nashville, TN 37203 6

EXHIBIT 10.12 Interior Design Services, Inc. UNDERSTANDING OF TERMS AND CONDITIONS CUSTOMER P.O. REFERENCE # Your purchase of office furnishings provides for the following: Your purchase of furniture includes a separate fee for design and specification of your furniture, If applicable. Your design and furniture layout should be completed and approved prior to the furniture order placement. Any redesign time after order placement will be billed at a $50.00 per hour rate. Any additional labor service requirements which are not on the original approved installation plan will be billed separately at $40.00 per man hour, $60.00 if non-business hours, however, all additional labor services will be discussed with the client before completing. Payment of your furniture and the design fee will be due within 10 days from the receipt of your furniture product at your job site or at a storage facility, if so directed by you. You will be billed for interest charges at a rate of 18% per annum for any payments not paid in full within 30 days of billing. If any item no your billing does not meet your satisfaction, you may withhold payment on that particular item only, until the issue has been resolved. The balance of the invoice is due in full within the original 30 day billing period to avoid finance charges. In consideration of the terms and conditions of sale herein set forth on this page, Interior Design Services, Inc., (Seller) agrees to sell and PINNACLE BANK (Buyer) agrees to buy the goods and services described in the following attached proposal number 126659 for the total agreed price of $100,141.07. This price does not include sales tax, however, sales tax (if applicable) will be added to your invoice. All of the above meets with my understanding of my purchase of furniture. Your furniture order will not be entered until this document has been signed and returned. APPROVED:

EXHIBIT 10.12 Interior Design Services, Inc. UNDERSTANDING OF TERMS AND CONDITIONS CUSTOMER P.O. REFERENCE # Your purchase of office furnishings provides for the following: Your purchase of furniture includes a separate fee for design and specification of your furniture, If applicable. Your design and furniture layout should be completed and approved prior to the furniture order placement. Any redesign time after order placement will be billed at a $50.00 per hour rate. Any additional labor service requirements which are not on the original approved installation plan will be billed separately at $40.00 per man hour, $60.00 if non-business hours, however, all additional labor services will be discussed with the client before completing. Payment of your furniture and the design fee will be due within 10 days from the receipt of your furniture product at your job site or at a storage facility, if so directed by you. You will be billed for interest charges at a rate of 18% per annum for any payments not paid in full within 30 days of billing. If any item no your billing does not meet your satisfaction, you may withhold payment on that particular item only, until the issue has been resolved. The balance of the invoice is due in full within the original 30 day billing period to avoid finance charges. In consideration of the terms and conditions of sale herein set forth on this page, Interior Design Services, Inc., (Seller) agrees to sell and PINNACLE BANK (Buyer) agrees to buy the goods and services described in the following attached proposal number 126659 for the total agreed price of $100,141.07. This price does not include sales tax, however, sales tax (if applicable) will be added to your invoice. All of the above meets with my understanding of my purchase of furniture. Your furniture order will not be entered until this document has been signed and returned. APPROVED:
INTERIOR DESIGN SERVICES, INC. (SELLER) /S/ HUGH M. QUEENER ----------------------------------(BUYER)

/s/ Elizabeth Wash Elizabeth Wash

HUGH M. QUEENER ----------------------------------NAME

06/21/2000

CHIEF ADMINISTRATIVE OFFICER ----------------------------------TITLE JUNE 27, 2000 ----------------------------------DATE

209 Powell Place Brentwood TN 37027 . (615) 376-1200

UNDERSTANDING OF TERMS AND CONDITIONS CUSTOMER P.O. REFERENCE # Your purchase of office furnishings provides for the following: Your purchase of furniture includes a separate fee for design and specification of your furniture, If applicable. Your design and furniture layout should be completed and approved prior to the furniture order placement. Any redesign time after order placement will be billed at a $50.00 per hour rate. Any additional labor service requirements which are not on the original approved installation plan will be billed separately at $40.00 per man hour, $60.00 if non-business hours, however, all additional labor services will be discussed with the client before completing. Payment of your furniture and the design fee will be due within 10 days from the receipt of your furniture product at your job site or at a storage facility, if so directed by you. You will be billed for interest charges at a rate of 18% per annum for any payments not paid in full within 30 days of billing. If any item no your billing does not meet your satisfaction, you may withhold payment on that particular item only, until the issue has been resolved. The balance of the invoice is due in full within the original 30 day billing period to avoid finance charges. In consideration of the terms and conditions of sale herein set forth on this page, Interior Design Services, Inc., (Seller) agrees to sell and PINNACLE BANK (Buyer) agrees to buy the goods and services described in the following attached proposal number 126688for the total agreed price of $275,631.90. This price does not include sales tax, however, sales tax (if applicable) will be added to your invoice. All of the above meets with my understanding of my purchase of furniture. Your furniture order will not be entered until this document has been signed and returned.
APPROVED: INTERIOR DESIGN SERVICES, INC. (SELLER) Elizabeth Wash ---------------------------------(BUYER) ---------------------------------NAME ---------------------------------TITLE ---------------------------------DATE 209 Powell Place Brentwood TN 37027 . (615) 376-1200

06/21/2000

EXHIBIT 10.13
--------------------------------------------------BORROWER SUNTRUST PINNACLE FINANCIAL PARTNERS, INC. COMMERCIA VARIABLE R REVOLVING SunTrust Bank Nashville, TN 37230-5110 (615) 748-4000 "LENDER" DRAW NOT 3401 WEST END AVENUE, SUITE 306 NASHVILLE, TN 37203

EXHIBIT 10.13
--------------------------------------------------BORROWER SUNTRUST PINNACLE FINANCIAL PARTNERS, INC. COMMERCIA VARIABLE R REVOLVING SunTrust Bank Nashville, TN 37230-5110 (615) 748-4000 "LENDER" DRAW NOT 3401 WEST END AVENUE, SUITE 306 NASHVILLE, TN 37203 TELEPHONE NO. IDENTIFICATION NO. 62-1812853 -------------------- -------------- --------------- ---------------- ------------------ ------------ ---OFFICER INTEREST PRINCIPAL FUNDING MATURITY DATE CUSTOMER IDENTIFICATION RATE AMOUNT AGREEMENT DATE NUMBER CREDIT LINE -------------------- -------------- --------------- ---------------- ------------------ ------------ ---00229 VARIABLE $1,500,000.00 06/28/00 12/31/00 -------------------- -------------- --------------- ---------------- ------------------ ------------ -----------------------------------------------------------------------------------------------------------Purpose: PAY OFF LOAN AT OTHER BANK AND COVER COST INCCURRED WITH ORGANIZING DE NOVO BANK ---------------------------------------------------------------------------------------------------------

PROMISE TO PAY: For value received, Borrower promises to pay to the order of Lender the principal amount of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($1,500,000.00 ) or, if less, the aggregate unpaid principal amount of all loans or advances made by the Lender to the Borrower under this Note, plus interest on the unpaid principal balance at the rate and in the manner described below, until all amounts owing under this Note are paid in full. All amounts received by Lender shall be applied first to any unpaid late charges and expenses, then to accrued, unpaid interest, and then to unpaid principal or in any other order as determined by Lender, in Lender's sole discretion, as permitted by law. REVOLVING OR DRAW FEATURE: /X/ This Note possesses a revolving feature. Upon satisfaction of the conditions set forth in this Note, Borrower shall be entitled to borrow up to the full principal amount of the Note and to repay and reborrow from time to time during the term of this Note. / / This Note possesses a draw feature. Upon satisfaction of the conditions set forth in this Note, Borrower shall be entitled to draw one or more times under this Note. Any repayment may not be reborrowed. The aggregate amount of such draws shall not exceed the full principal amount of this Note. Information with regard to any loans or advances under this Note shall be recorded and maintained by Lender in its internal records and such records shall be conclusive of the principal and interest owed by Borrower under this Note unless there is a material error in such records. The Lender's failure to record the date and amount of any loan or advance shall not limit or otherwise affect the obligations of the Borrower under this Note to repay the principal amount of the loans or advances together with all interest accruing thereon. Borrower shall be entitled to inspect or obtain a copy of the records during Lender's business hours. CONDITIONS FOR ADVANCES: If no Event of Default has occurred under this Note, Borrower shall be entitled to borrow monies under this Note (subject to the limitations described above) under the following conditions: INTEREST RATE: This Note has a variable rate feature. The interest on this Note may change from time to time if the Index Rate identified below changes. Interest shall be computed on the basis of THE ACTUAL NUMBER OF DAYS OVER 360 DAYS per year. Interest on this Note shall be calculated and payable at a variable rate equal to 0.000% per annum OVER the Index Rate. The initial interest rate on this Note shall be 9.500 % per annum. Any change in the interest rate resulting from a change in the Index Rate will be effective on: each day of the Index Rate changes RATE LIMITATIONS: Subject to applicable law, the minimum interest rate on this Note shall be N/A % per

RATE LIMITATIONS: Subject to applicable law, the minimum interest rate on this Note shall be N/A % per annum. The maximum interest rate on this Note shall not exceed 24.000% per annum, or if less, or if a maximum rate is not indicated, the maximum interest rate Lender is permitted to charge by law. The maximum rate increase at any one time will be N/A %. The maximum rate decrease at any one time will be N/A %. INDEX RATE: : The Index Rate for this Note shall be: the rate of interest from time to time designated by the Lender as its "Prime Rate," which rate is not necessarily the Lender's best or lowest rate of interest. If the Index Rate is redefined or becomes unavailable, then Lender may select another index which is substantially similar. DEFAULT RATE: If there is an Event of Default under this Note, the Lender may, in its discretion, increase the interest rate on this Note to: 24.00% or the maximum interest rate Lender is permitted to charge by law, whichever is less. PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the following schedule: Interest only payments beginning July 28, 2000 and continuing at monthly time intervals thereafter. A final payment of the unpaid principal balance plus accrued interest is due and payable on December 31, 2000.

PREPAYMENT: This note may be prepaid in part or in full on or before its maturity date. If this Note contains more than one installment, any partial prepayment will not affect the due date or the amount of any subsequent installment, unless agreed to, in writing, by Borrower and Lender. If this Note is prepaid in full, there will be: : /X/ No minimum finance charge. : / / A minimum finance charge of $_______________________. LATE CHARGE: If a payment is received more than 15 days late, Borrower will be charged a late charge of: : / / _______% of the unpaid payment: : /X/ $100.00 or 5.00% of the unpaid payment, whichever is : / / greater : /X/ less. COLLATERAL To secure the payment and performance of obligations incurred under this Note, Borrower grants Lender a security interest in all of Borrower's right, title, and interest in all monies, instruments, savings, checking and other accounts of Borrower (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in Lender's custody or control. : / / If checked, the obligations under this Note are also secured by the collateral described in any security instrument(s) executed in connection with this Note, and any collateral described in any other security instrument(s) securing this Note or all of Borrower's obligations to Lender. RENEWAL: : / / If checked, this Note is a renewal, but not a satisfaction, of Loan Number _______________________. THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS NOTE, INCLUDING THE PROVISIONS ON THE REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.
Dated: June 28, 2000 BORROWER: PINNACLE FINANCIAL PARTNERS, INC. BY: /S/ M. TERRY TURNER -------------------------M. TERRY TURNER PRESIDENT/CEO BORROWER --------------------------

BORROWER: PINNACLE FINANCIAL PARTNERS, INC. BY: /S/ HUGH M. QUEENER ------------------------HUGH M. QUEENER CHIEF ADMIN. OFFICER BORROWER -------------------------

PREPAYMENT: This note may be prepaid in part or in full on or before its maturity date. If this Note contains more than one installment, any partial prepayment will not affect the due date or the amount of any subsequent installment, unless agreed to, in writing, by Borrower and Lender. If this Note is prepaid in full, there will be: : /X/ No minimum finance charge. : / / A minimum finance charge of $_______________________. LATE CHARGE: If a payment is received more than 15 days late, Borrower will be charged a late charge of: : / / _______% of the unpaid payment: : /X/ $100.00 or 5.00% of the unpaid payment, whichever is : / / greater : /X/ less. COLLATERAL To secure the payment and performance of obligations incurred under this Note, Borrower grants Lender a security interest in all of Borrower's right, title, and interest in all monies, instruments, savings, checking and other accounts of Borrower (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in Lender's custody or control. : / / If checked, the obligations under this Note are also secured by the collateral described in any security instrument(s) executed in connection with this Note, and any collateral described in any other security instrument(s) securing this Note or all of Borrower's obligations to Lender. RENEWAL: : / / If checked, this Note is a renewal, but not a satisfaction, of Loan Number _______________________. THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS NOTE, INCLUDING THE PROVISIONS ON THE REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.
Dated: June 28, 2000 BORROWER: PINNACLE FINANCIAL PARTNERS, INC. BY: /S/ M. TERRY TURNER -------------------------M. TERRY TURNER PRESIDENT/CEO BORROWER -------------------------BORROWER: --------------------------

BORROWER: PINNACLE FINANCIAL PARTNERS, INC. BY: /S/ HUGH M. QUEENER ------------------------HUGH M. QUEENER CHIEF ADMIN. OFFICER BORROWER ------------------------BORROWER -------------------------

EXHIBIT 10.13 TERMS AND CONDITIONS 1. EVENTS OF DEFAULT. An Event of Default will occur under this Note in the event that Borrower, any guarantor or any other third party pledging collateral to secure this Note: (a) fails to make any payment on this Note or any other indebtedness to Lender when due: (b) fails to perform any obligation or breaches any warranty or covenant to Lender contained in this Note, any security instrument, or any other present or future written agreement regarding this or any other indebtedness of Borrower to Lender; (c) provides or causes any false or misleading signature or representation to be provided to Lender;

EXHIBIT 10.13 TERMS AND CONDITIONS 1. EVENTS OF DEFAULT. An Event of Default will occur under this Note in the event that Borrower, any guarantor or any other third party pledging collateral to secure this Note: (a) fails to make any payment on this Note or any other indebtedness to Lender when due: (b) fails to perform any obligation or breaches any warranty or covenant to Lender contained in this Note, any security instrument, or any other present or future written agreement regarding this or any other indebtedness of Borrower to Lender; (c) provides or causes any false or misleading signature or representation to be provided to Lender; (d) sells, conveys, or transfers rights in any collateral securing this Note without the written approval of Lender; destroys, loses or damages such collateral in any material respect; or subjects such collateral to seizure, confiscation or condemnation. (e) has a garnishment, judgment, tax levy, attachment or lien entered or served against Borrower, any guarantor, or any third party pledging collateral to secure this Note or any of their property; (f) dies, becomes legally incompetent, is dissolved or terminated, ceases to operate its business, becomes insolvent, makes an assignment for the benefit of creditors, fails to pay debts as they become due, or becomes the subject of any bankruptcy, insolvency or debtor relief proceeding; fails to provide Lender evidence of satisfactory financial condition; (g) has a majority of its outstanding voting securities sold, transferred or conveyed to any person or entity other than any person or entity that has (h) the majority ownership as of the date of the execution of this Note; or causes Lender to deem itself insecure due to a significant decline in the value of any real or personal property securing payment of this Note, or (i) Lender in good faith, believes the prospect of payment or performance is impaired. 2. RIGHTS OF LENDER ON EVENT OF DEFAULT. If there is an Event of Default under this Note, Lender will be entitled to exercise one or more of the following remedies without notice or demand (except as required by law): (a) to declare the principal amount plus accrued interest under this Note and all other present and future obligations of Borrower immediately due and payable in full, such acceleration shall be automatic and immediate in the Event of Default is a filing under the Bankruptcy Code; (b) to collect the outstanding obligations of Borrower with or without resorting to judicial process; (c) to cease making advances under this Note or any other agreement between Borrower and Lender; (d) to take possession of any collateral in any manner permitted by law; (e) to require Borrower to deliver and make available to Lender any collateral at a place reasonably convenient to Borrower and Lender; (f) to sell, lease or otherwise dispose of any collateral and collect any deficiency balance with or without resorting to legal process; (g) to set-off Borrower's obligations against any amounts due to Borrower including, but not limited to, monies, instruments, and deposit accounts maintained with Lender; and

(h) to exercise all other rights available to Lender under any other written agreement or applicable law. Lender's rights are cumulative and may be exercised together; separately, and in order. Lender's remedies under this paragraph are in addition to those available at common law, including, but not limited to, the right of set-off. 3. DEMAND FEATURE. : / / If checked, this Note contains a demand feature. Lender's right to demand payment, at any time, and from time to time, shall be in Lender's sole and absolute discretion, whether or not any default has occurred. 4. FINANCIAL INFORMATION. Borrower will at all times keep proper books of record and account in which full, true and correct entries shall be made in accordance with generally accepted accounting principles and will deliver to Lender, within ninety (90) days after the end of each fiscal year of Borrower, a copy of the annual financial statements of Borrower relating to such fiscal year, such statements to include (i) the balance sheet of Borrower as at the end of such fiscal year and (ii) the related income statement, statement of retained earnings and statement of cash flow of Borrower for such fiscal year, prepared by such certified public accountants as may be reasonably satisfactory to Lender. Borrower also agrees to deliver to Lender within fifteen (15) days after filing same, a coy of Borrower's income tax returns and also, from time to time, such other financial information with respect to Borrower as Lender may request. 5. MODIFICATION AND WAIVER. The modification or waiver of any of Borrower's obligations or Lender's rights under this Note must be contained in a writing signed by Lender. Lender may perform any of Borrower's obligations or delay or fail to exercise any of its rights without causing a wavier of those obligations or rights. A wavier on one occasion will not constitute a waiver on any other occasion. Borrower's obligations under this Note shall not be affected if Lender extends, increases, amends, compromises, exchanges, fails to exercise, impairs or releases any of the obligations belonging to any co-borrower or guarantor or any of its rights against any co-borrower, guarantor, the collateral or any of the property securing the obligations. 6. SEVERABILITY. If any provision of this Note is invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 7. ASSIGNMENT. Borrower agrees not to assign any of Borrower's rights, remedies or obligations described in this Note without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion. Borrower agrees that Lender is entitled to assign some or all of its rights and remedies described in this Note without notice to or the prior consent of Borrower.

8. NOTICE. Any notice or other communication to be provided to Borrower or Lender under this Note shall be in writing and sent to the parties at the addresses described in this Note or such other address as the parties may designate in writing from time to time. 9. APPLICABLE LAW. This Note shall be governed by the laws of the state of Tennessee. Unless applicable law provides otherwise, Borrower consents to the jurisdiction and venue of any court located in Tennessee selected by Lender, in its discretion, in the event of any legal proceeding under this Note. 10. COLLECTION COSTS. To the extent permitted by law, Borrower agrees to pay on demand Lender's reasonable fees and costs, including, but not limited to, fees and costs of attorneys and other agents (including without limitation paralegals, clerks and consultants), whether or not such attorney or agent is an employee of Lender, which are incurred by Lender in collecting any amount due or enforcing or protecting any right or remedy under this Note, whether or not suit is brought, including, but not limited to, all fees and costs incurred on appeal, in bankruptcy, and for post-judgment collection actions. 11. MISCELLANEOUS. This Note is being executed primarily for commercial, agricultural, or business purposes. Time is of the essence in the performance of this agreement. Borrower agrees to make all payments to Lender at any address designated by Lender and in lawful United States currency. Borrower and any person who endorses this Note waives presentment, demand for payment, notice of dishonor and protest and further waives any right to require Lender to proceed against anyone else before proceeding against Borrower or said person. All references to Borrower in this Note shall include all of the parties signing this Note, and this Note shall be binding upon the heirs, personal representatives, successors and assigns of Borrower and Lender. If there is more than one Borrower their obligations under this Note shall be joint and several. Information

8. NOTICE. Any notice or other communication to be provided to Borrower or Lender under this Note shall be in writing and sent to the parties at the addresses described in this Note or such other address as the parties may designate in writing from time to time. 9. APPLICABLE LAW. This Note shall be governed by the laws of the state of Tennessee. Unless applicable law provides otherwise, Borrower consents to the jurisdiction and venue of any court located in Tennessee selected by Lender, in its discretion, in the event of any legal proceeding under this Note. 10. COLLECTION COSTS. To the extent permitted by law, Borrower agrees to pay on demand Lender's reasonable fees and costs, including, but not limited to, fees and costs of attorneys and other agents (including without limitation paralegals, clerks and consultants), whether or not such attorney or agent is an employee of Lender, which are incurred by Lender in collecting any amount due or enforcing or protecting any right or remedy under this Note, whether or not suit is brought, including, but not limited to, all fees and costs incurred on appeal, in bankruptcy, and for post-judgment collection actions. 11. MISCELLANEOUS. This Note is being executed primarily for commercial, agricultural, or business purposes. Time is of the essence in the performance of this agreement. Borrower agrees to make all payments to Lender at any address designated by Lender and in lawful United States currency. Borrower and any person who endorses this Note waives presentment, demand for payment, notice of dishonor and protest and further waives any right to require Lender to proceed against anyone else before proceeding against Borrower or said person. All references to Borrower in this Note shall include all of the parties signing this Note, and this Note shall be binding upon the heirs, personal representatives, successors and assigns of Borrower and Lender. If there is more than one Borrower their obligations under this Note shall be joint and several. Information concerning this Note may be reported to credit reporting agencies and will be made available when requested by proper legal process. This Note represents the complete and integrated understanding between Borrower and Lender regarding the terms hereof. 12. JURY TRIAL, WAIVER, LENDER AND BORROWER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL SECURING THIS NOTE. 13. ADDITIONAL TERMS: [NONE]

GUARANTY 1. FOR VALUE RECEIVED, and in consideration of any extension of credit form
SUN TRUST (Bank) -----------------------------------------------------------------to: PINNACLE FINANCIAL PARTNERS, INC. . ---------------------------------------------------------------------------

hereinafter called the (Borrower), the undersigned hereby guarantee(s) prompt payment when due or at any time thereafter of any and all indebtedness or obligations upon which the Borrower now is or may hereafter, at any time and from time to time, and for any one or more purposes, become obligated or bound to said Bank, of every kind and character, direct or indirect, absolute or contingent, and whether such indebtedness is from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred, or whether said obligations arise with our without notice to Guarantor, and whether by reason of loans, overdrafts or other extensions of credit made by or with the consent of said Borrower, together with the unpaid accrued interest thereon. 2. This Guaranty, is, and is intended to be, an absolute, unconditional and continuing guaranty which shall not be affected by any act or thing whatsoever except as herein provided, and which shall be independent of and in addition to any other guaranty, endorsement or collateral held by Bank with respect to any or all of the indebtedness to the Bank covered hereby. This Guaranty shall remain in full force and effect as to any

GUARANTY 1. FOR VALUE RECEIVED, and in consideration of any extension of credit form
SUN TRUST (Bank) -----------------------------------------------------------------to: PINNACLE FINANCIAL PARTNERS, INC. . ---------------------------------------------------------------------------

hereinafter called the (Borrower), the undersigned hereby guarantee(s) prompt payment when due or at any time thereafter of any and all indebtedness or obligations upon which the Borrower now is or may hereafter, at any time and from time to time, and for any one or more purposes, become obligated or bound to said Bank, of every kind and character, direct or indirect, absolute or contingent, and whether such indebtedness is from time to time reduced and thereafter increased or entirely extinguished and thereafter reincurred, or whether said obligations arise with our without notice to Guarantor, and whether by reason of loans, overdrafts or other extensions of credit made by or with the consent of said Borrower, together with the unpaid accrued interest thereon. 2. This Guaranty, is, and is intended to be, an absolute, unconditional and continuing guaranty which shall not be affected by any act or thing whatsoever except as herein provided, and which shall be independent of and in addition to any other guaranty, endorsement or collateral held by Bank with respect to any or all of the indebtedness to the Bank covered hereby. This Guaranty shall remain in full force and effect as to any indebtedness owed by Borrower to Bank at any time even though the initial credit or any subsequent credit extended has been paid. The undersigned, or any of the undersigned, may give to any Bank officer notice in writing of cancellation of this Guaranty, which cancellation notice is effective only when acknowledged in writing by the Bank officer to whom given. The obligation of any of the undersigned or any other Guarantor who shall not have given notice of cancellation shall, as to all indebtedness created, incurred or arising after the giving of such notice, remain and continues as if the Guarantors who have not given notice of cancellation had been the only persons signing this Guaranty. It is understood however, that no termination or cancellation of said Guaranty, whether by lapse of time or as a result of notice, shall relieve the parties hereto of any liability or any indebtedness incurred by Borrower or committed or promised by the Bank prior to the time of said termination or cancellation. 3. No modification, amendment or waiver of any provision of this Guaranty shall be effective unless in writing and subscribed by a duly authorized officer of Bank. The Bank shall have the right, without affecting the undersigned's obligations hereunder, and without demand or notice, from time to time: (a) to release any one or more of the undersigned or any other Guarantor in whole or in part without in any way impairing or affecting its right against the other or others; (b) to extend, increase, renew, accelerate or otherwise change the time for payment, (with or without the use of new notes or amendments) the terms of or the interest on any part or all of the indebtedness; (c) to receive, exchange or release any collateral from any party securing payment of the indebtedness or any part thereof; and (d) to collect first and to exercise its rights of setoffs against any asset of Borrower for any indebtedness of Borrower to the Bank not covered by this Guaranty, if any such indebtedness shall exist because of limitations of paragraph 6. Subrogation rights or any other rights of any kind of the undersigned against the Borrower, if any, shall not become available hereunder until all of the indebtedness is paid in full. The undersigned also agree to pay all costs and expenses of Bank in attempting to collect the indebtedness due from Borrower and in enforcing this Guaranty, including, but not limited to, reasonable attorney's fees. This guaranty shall inure to the benefit of the Bank, its successors in interest and assigns and shall be binding upon the heirs, executors, administrators, and successors and assigns, of the undersigned, each of whom does hereby expressly waive all types of notice relative to this Guaranty and of any of the Borrower's transactions, including demand, notice or protest of any note, draft or other items on which said Borrower may be bound or liable for payment. 4. The undersigned are jointly and severally liable; and the Bank may enforce this obligation against any one or more of them whenever the indebtedness hereby secured becomes due or at any time thereafter without being first required to proceed against the principal obligor or to realize upon any collateral security for the debt. The failure of any other person to sign this or another Guaranty shall not release any of the undersigned and discontinuance of this or another Guaranty as to one of the undersigned shall not operate as a discontinuance as to any other Guarantor. 5. In the event of the death of any Guarantor the obligation of the deceased shall continue in full force and effect

5. In the event of the death of any Guarantor the obligation of the deceased shall continue in full force and effect against his estate as to all indebtedness which shall have been created or incurred by the Borrower or committed or promised by the Bank (whether evidenced by notes, executed before or after such death or in any other manner) prior to the time when the Bank shall have received notice in writing of such death; and the executor or administrator of such estate shall be obligated and authorized to pay such debt and, if acceptable to the Bank, to execute renewal guaranties or endorsements, from time to time, with respect to any unpaid portion. Further, this Guaranty shall continue in full force as a Guaranty by the surviving Guarantors as if such Guarantors had been the only persons who guaranteed said indebtedness. 6. Unless specific indebtedness is described, in the space below, the indebtedness covered hereby shall have the unlimited meaning provided in paragraphs 1 and 2; but if the space below is filled in, such covered indebtedness shall be limited to the extent set forth below, together with all renewals or extensions of such indebtedness, or any part thereof:

7. Other (describe) --------------------------------------------------------- "Limited to principal and accrued interest on $1,500,000 line of credit note date JUNE ___, 2000, AND ANY EXTENSIONS OR RENEWALS."
EXECUTED this _______ day of , 19________. --------------------------------GUARANTOR(S) -------------------------------------------------

WITNESSES --------------------------------------------------Bank Officer

EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 1st day of March, 2000, by and among PINNACLE NATIONAL BANK (Proposed) (the "Bank"), a proposed national bank; PINNACLE FINANCIAL PARTNERS, INC. (formerly known as TMP, Inc.), a proposed bank holding company incorporated under the laws of the State of Tennessee (the "Company") (collectively, the Bank and the Company are referred to hereinafter as the "Employer"), and MICHAEL TERRY TURNER, a resident of the State of Tennessee (the "Executive"). RECITALS: The Employer desires to employ the Executive as President and Chief Executive Officer of the Bank and the Company and the Executive desires to accept such employment. The parties previously entered into an employment agreement, also dated as of March 1, 2000, that they wish to restate primarily for the purpose of revising certain change-in-control provisions. In consideration of the above premises and the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. DEFINITIONS. Whenever used in this Agreement, the following terms and their variant forms shall have the meaning set forth below: 1.1 "AGREEMENT" shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Agreement. 1.2 "AFFILIATE" shall mean any business entity which controls the Company, is controlled by or is under common control with the Company.

7. Other (describe) --------------------------------------------------------- "Limited to principal and accrued interest on $1,500,000 line of credit note date JUNE ___, 2000, AND ANY EXTENSIONS OR RENEWALS."
EXECUTED this _______ day of , 19________. --------------------------------GUARANTOR(S) -------------------------------------------------

WITNESSES --------------------------------------------------Bank Officer

EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 1st day of March, 2000, by and among PINNACLE NATIONAL BANK (Proposed) (the "Bank"), a proposed national bank; PINNACLE FINANCIAL PARTNERS, INC. (formerly known as TMP, Inc.), a proposed bank holding company incorporated under the laws of the State of Tennessee (the "Company") (collectively, the Bank and the Company are referred to hereinafter as the "Employer"), and MICHAEL TERRY TURNER, a resident of the State of Tennessee (the "Executive"). RECITALS: The Employer desires to employ the Executive as President and Chief Executive Officer of the Bank and the Company and the Executive desires to accept such employment. The parties previously entered into an employment agreement, also dated as of March 1, 2000, that they wish to restate primarily for the purpose of revising certain change-in-control provisions. In consideration of the above premises and the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. DEFINITIONS. Whenever used in this Agreement, the following terms and their variant forms shall have the meaning set forth below: 1.1 "AGREEMENT" shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Agreement. 1.2 "AFFILIATE" shall mean any business entity which controls the Company, is controlled by or is under common control with the Company. 1.3 "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the Employer, which is the business of commercial banking. 1.4 "CAUSE" shall mean: 1.4.1 With respect to termination by the Employer: (a) a material breach of the terms of this Agreement by the Executive, including, without limitation, failure by the Executive to perform his duties and responsibilities in the manner and to the extent required under this Agreement, which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Executive by Employer. Such notice shall (i) specifically identify the duties that the Board of Directors of either the Company or the Bank

EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 1st day of March, 2000, by and among PINNACLE NATIONAL BANK (Proposed) (the "Bank"), a proposed national bank; PINNACLE FINANCIAL PARTNERS, INC. (formerly known as TMP, Inc.), a proposed bank holding company incorporated under the laws of the State of Tennessee (the "Company") (collectively, the Bank and the Company are referred to hereinafter as the "Employer"), and MICHAEL TERRY TURNER, a resident of the State of Tennessee (the "Executive"). RECITALS: The Employer desires to employ the Executive as President and Chief Executive Officer of the Bank and the Company and the Executive desires to accept such employment. The parties previously entered into an employment agreement, also dated as of March 1, 2000, that they wish to restate primarily for the purpose of revising certain change-in-control provisions. In consideration of the above premises and the mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. DEFINITIONS. Whenever used in this Agreement, the following terms and their variant forms shall have the meaning set forth below: 1.1 "AGREEMENT" shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Agreement. 1.2 "AFFILIATE" shall mean any business entity which controls the Company, is controlled by or is under common control with the Company. 1.3 "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the Employer, which is the business of commercial banking. 1.4 "CAUSE" shall mean: 1.4.1 With respect to termination by the Employer: (a) a material breach of the terms of this Agreement by the Executive, including, without limitation, failure by the Executive to perform his duties and responsibilities in the manner and to the extent required under this Agreement, which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Executive by Employer. Such notice shall (i) specifically identify the duties that the Board of Directors of either the Company or the Bank

believes the Executive has failed to perform, (ii) state the facts upon which such Board of Directors made such determination, and (iii) be approved by a resolution passed by two-thirds (2/3) of the directors then in office; (b) conduct by the Executive that amounts to fraud, dishonesty or willful misconduct in the performance of his duties and responsibilities hereunder; (c) arrest for, charged in relation to (by criminal information, indictment or otherwise), or conviction of the Executive during the Term of this Agreement of a crime involving breach of trust or moral turpitude; (d) conduct by the Executive that amounts to gross and willful insubordination or inattention to his duties and responsibilities hereunder; or

believes the Executive has failed to perform, (ii) state the facts upon which such Board of Directors made such determination, and (iii) be approved by a resolution passed by two-thirds (2/3) of the directors then in office; (b) conduct by the Executive that amounts to fraud, dishonesty or willful misconduct in the performance of his duties and responsibilities hereunder; (c) arrest for, charged in relation to (by criminal information, indictment or otherwise), or conviction of the Executive during the Term of this Agreement of a crime involving breach of trust or moral turpitude; (d) conduct by the Executive that amounts to gross and willful insubordination or inattention to his duties and responsibilities hereunder; or (e) conduct by the Executive that results in removal from his position as an officer or executive of Employer pursuant to a written order by any regulatory agency with authority or jurisdiction over Employer. 1.4.2 With respect to termination by the Executive: (a) a material modification to the Executive's job title(s) or position(s) of responsibility or the scope of his authority or responsibilities under this Agreement without the Executive's written consent, which modification is not cured to the reasonable satisfaction of the Executive within thirty (30) days after written notice thereof from the Executive to the Board of Directors of either the Bank or the Company; (b) a change in supervision so that the Executive no longer reports to the person(s) or entity to whom he reported immediately after the Effective Date, which change in supervision is effected without the Executive's written consent; (c) a change in supervisory authority so that the holder of any position who normally reported to the Executive immediately after the Effective Date no longer reports to the Executive on a regular basis, which change in supervisory authority is effected without the Executive's written consent; (d) any change in the Executive's office location such that the Executive is required to report regularly to a location that is beyond a 25-mile radius from the Executive's office location determined immediately after the Effective Date, which change in office location is effected without the Executive's written consent; and (e) any material reduction in salary, bonus opportunity or other benefits provided for in Section 4 below from the level in effect immediately prior to the Change of Control. 2

1.5 "CHANGE OF CONTROL" means any one of the following events: (a) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Bank or the Company, if, after the transaction, the acquiring person (or persons) owns, controls or holds with power to vote forty percent (40%) or more of any class of voting securities of either the Bank or the Company, as the case may be; (b) within any twelve-month period (beginning on or after the Effective Date) the persons who were directors of either the Bank or the Company immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if that director were elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) relating to the election of directors shall be deemed to be an Incumbent Director;

1.5 "CHANGE OF CONTROL" means any one of the following events: (a) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Bank or the Company, if, after the transaction, the acquiring person (or persons) owns, controls or holds with power to vote forty percent (40%) or more of any class of voting securities of either the Bank or the Company, as the case may be; (b) within any twelve-month period (beginning on or after the Effective Date) the persons who were directors of either the Bank or the Company immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the Effective Date shall be deemed to be an Incumbent Director if that director were elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger or consolidation, with respect to which persons who were the stockholders of the Bank or the Company, as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; or (d) the sale, transfer or assignment of all or substantially all of the assets of the Company and its subsidiaries to any third party. 1.6 "COMPANY INFORMATION" means Confidential Information and Trade Secrets. 1.7 "CONFIDENTIAL INFORMATION" means data and information relating to the business of the Bank or the Company (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through the Executive's relationship to the Employer and which has value to the Employer and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Employer (except where such public disclosure has been made by the Executive without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. 1.8 "DISABILITY" shall mean the inability of the Executive to perform each of his material duties under this Agreement for the duration of the short-term disability period under the 3

Employer's policy then in effect as certified by a physician chosen by the Employer and reasonably acceptable to the Executive. 1.9 "EFFECTIVE DATE" shall mean the date March 1, 2000. 1.10 "INITIAL TERM" shall mean that period of time commencing on March 1, 2000 (the "Beginning Date") and running until the close of business on the last business day immediately preceding the third anniversary of the Beginning Date. 1.11 "TERM" shall mean the last day of the Initial Term or most recent subsequent renewal period. 1.12 "TRADE SECRETS" means Employer information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which:

Employer's policy then in effect as certified by a physician chosen by the Employer and reasonably acceptable to the Executive. 1.9 "EFFECTIVE DATE" shall mean the date March 1, 2000. 1.10 "INITIAL TERM" shall mean that period of time commencing on March 1, 2000 (the "Beginning Date") and running until the close of business on the last business day immediately preceding the third anniversary of the Beginning Date. 1.11 "TERM" shall mean the last day of the Initial Term or most recent subsequent renewal period. 1.12 "TRADE SECRETS" means Employer information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 2. DUTIES. 2.1 POSITION. The Executive is employed initially as President and Chief Executive Officer of the Bank and the Company and, subject to the direction of the Board of Directors of the Bank or the Company or its designee(s), shall perform and discharge well and faithfully the duties which may be assigned to him from time to time by the Bank or the Company in connection with the conduct of its business. The duties and responsibilities of the Executive are set forth on EXHIBIT A attached hereto. 2.2 FULL-TIME STATUS. In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of his time, energy and skill during regular business hours to the performance of the duties of his employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated to him by the Board of Directors of either the Bank or the Company; and 4

(c) timely prepare and forward to the Board of Directors of either the Bank or the Company all reports and accountings as may be requested of the Executive. 2.3 PERMITTED ACTIVITIES. The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) investing his personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which his participation is solely that of an investor; (b) purchasing or otherwise acquiring an ownership interest in any entity provided that such interest shall not result in him collectively owning beneficially at any five percent (5%) or more of any entity, or to the extent applicable, five percent (5%) or more of the stock, capital or profits of any entity in competition with the Business of the Employer; and

(c) timely prepare and forward to the Board of Directors of either the Bank or the Company all reports and accountings as may be requested of the Executive. 2.3 PERMITTED ACTIVITIES. The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) investing his personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which his participation is solely that of an investor; (b) purchasing or otherwise acquiring an ownership interest in any entity provided that such interest shall not result in him collectively owning beneficially at any five percent (5%) or more of any entity, or to the extent applicable, five percent (5%) or more of the stock, capital or profits of any entity in competition with the Business of the Employer; and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of either the Bank or the Company approves of such activities prior to the Executive's engaging in them. Notwithstanding the foregoing provisions of this Section 2.3, the Executive may provide services to any entity and may engage in such additional investment activities to the extent such services and such additional investment activities have been expressly approved in writing by the Board of Directors of either the Bank or the Company. 3. TERM AND TERMINATION. 3.1 TERM. This Agreement shall remain in effect for the Term. While this Agreement remains in effect it shall automatically renew each day after the Effective Date so that the Term remains a three-year term from day-today hereafter unless the Employer or the Executive gives written notice to the other of its intent that the automatic renewals shall cease. In the event such notice of non-renewal is properly given, this Agreement and the Term shall expire on the third anniversary of the thirtieth (30th) day following the date such written notice is received. 3.2 TERMINATION. During the Term, the employment of the Executive under this Agreement may be terminated only as follows: 3.2.1 By the Employer: (a) In the event that the Bank fails to receive its regulatory charter, or the Company fails to raise the necessary capital required to open the Bank, and 5

should the Company's Founders decide to forgo future efforts to open the Bank, in which event the Employer shall be required to continue to meet its obligation to the Executive under Section 4.1 until December 31, 2000; (b) For Cause, upon written notice to the Executive pursuant to Section 1.4.1 hereof, where the notice has been approved by a resolution passed by two-thirds of the directors of either the Bank or the Company then in office; (c) Without Cause at any time, provided that the Bank shall give the Executive thirty (30) days' prior written notice of its intent to terminate, in which event the Employer shall be required to continue to meet its obligations to the Executive under Section 4.1 for a period equal to the remaining Term of the Agreement; or (d) Upon the Disability of Executive at any time, provided that the Employer shall give the Executive thirty (30) days' prior written notice of its intent to terminate, in which event, the Employer shall be required to continue to meet its obligations under Section 4.1 for a period of six (6) months or until the Executive begins receiving payments under the Company's long-term disability policy, whichever occurs first.

should the Company's Founders decide to forgo future efforts to open the Bank, in which event the Employer shall be required to continue to meet its obligation to the Executive under Section 4.1 until December 31, 2000; (b) For Cause, upon written notice to the Executive pursuant to Section 1.4.1 hereof, where the notice has been approved by a resolution passed by two-thirds of the directors of either the Bank or the Company then in office; (c) Without Cause at any time, provided that the Bank shall give the Executive thirty (30) days' prior written notice of its intent to terminate, in which event the Employer shall be required to continue to meet its obligations to the Executive under Section 4.1 for a period equal to the remaining Term of the Agreement; or (d) Upon the Disability of Executive at any time, provided that the Employer shall give the Executive thirty (30) days' prior written notice of its intent to terminate, in which event, the Employer shall be required to continue to meet its obligations under Section 4.1 for a period of six (6) months or until the Executive begins receiving payments under the Company's long-term disability policy, whichever occurs first. 3.2.2 By the Executive: (a) For Cause, in which event the Employer shall be required to continue to meet its obligations under Section 4.1 for a period equal to the lesser of (i) twelve (12) months following the termination or (ii) the remaining Term of the Agreement; or (b) Without Cause or upon the Disability of the Executive, provided that the Executive shall give the Employer sixty (60) days' prior written notice of his intent to terminate.
3.2.3 At any time upon mutual, written agreement of the parties. 3.2.4 Notwithstanding anything in this Agreement to the

contrary, the Term shall end automatically upon the Executive's death. 3.3 CHANGE OF CONTROL. If the Executive terminates his employment with the Employer under this Agreement for Cause within twelve (12) months following a Change of Control, the Executive, or in the event of his subsequent death, his designated beneficiaries or his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to three (3) times the Executives then current Base Salary and target bonus amount to be paid in full on the last day of the month following the date of termination. The Executive and his immediate family will continue to receive the health insurance plan benefits then in effect for employees of the Company and/or the Bank for a period of three years 6

to include payment of the Employer funded portion of the plan. The Executive will also receive tax assistance, advice and filing preparation services from a qualified accounting firm of his choice for a period of three years at a cost to the Company and/or the Bank not to exceed $2,500 per year. 3.4 EFFECT OF TERMINATION. Upon termination of the Executive's employment hereunder, the Employer shall have no further obligations to the Executive or the Executive's estate with respect to this Agreement, except for the payment of salary and bonus amounts, if any, accrued pursuant to Sections 4.1 and 4.2 hereof and unpaid as of the effective date of the termination of employment and payments set forth in Sections 3.2.1(a),(c) or (d); Section 3.2.2(a); Section 3.3; Section 3.5 and/or Section 4.4, as applicable. Nothing contained herein shall limit or impinge upon any other rights or remedies of the Employer or the Executive under any other agreement or plan to which the Executive is a party or of which the Executive is a beneficiary. 3.5 TAX INDEMNITY. In the event it shall be determined that any payment or benefits by the Employer to the Executive (a "Payment") would subject the Executive to an excise tax under Section 4999 of the Internal Revenue Code (the "Code") (or any successor federal tax law), or any interest or penalties are incurred or paid by the

to include payment of the Employer funded portion of the plan. The Executive will also receive tax assistance, advice and filing preparation services from a qualified accounting firm of his choice for a period of three years at a cost to the Company and/or the Bank not to exceed $2,500 per year. 3.4 EFFECT OF TERMINATION. Upon termination of the Executive's employment hereunder, the Employer shall have no further obligations to the Executive or the Executive's estate with respect to this Agreement, except for the payment of salary and bonus amounts, if any, accrued pursuant to Sections 4.1 and 4.2 hereof and unpaid as of the effective date of the termination of employment and payments set forth in Sections 3.2.1(a),(c) or (d); Section 3.2.2(a); Section 3.3; Section 3.5 and/or Section 4.4, as applicable. Nothing contained herein shall limit or impinge upon any other rights or remedies of the Employer or the Executive under any other agreement or plan to which the Executive is a party or of which the Executive is a beneficiary. 3.5 TAX INDEMNITY. In the event it shall be determined that any payment or benefits by the Employer to the Executive (a "Payment") would subject the Executive to an excise tax under Section 4999 of the Internal Revenue Code (the "Code") (or any successor federal tax law), or any interest or penalties are incurred or paid by the Executive with respect to such excise tax (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to an additional payment from the Employer as is necessary (after taking into account all federal, state and local taxes regardless of type, whether income, excise or otherwise) imposed upon the Executive as a result of the receipt of the payment contemplated by this Agreement) and any reduction in such taxes of the Executive as a result of the payment of the related Excise Tax) to place the Executive in the same after-tax position the Executive would have been in had no Excise Tax been imposed upon or incurred or paid by the Executive (the "Tax Indemnity"). The Employer's outside auditor shall determine, utilizing such reasonable assumptions as it considers necessary, whether a Payment would subject the Executive to the Excise Tax within thirty (30) days after receipt of a written request from the Employer or the Executive in which the requesting party verifies that a Payment has been made and requests an appropriate determination. The requesting party shall provide the other party with a copy of any such written request. The outside auditor shall determine whether a Tax Indemnity obligation exists and, if so, the amount of the Tax Indemnity and shall provide supporting documentation to both the Employer and the Executive. The Employer shall pay the Executive any Tax Indemnity so determined in a lump sum in cash within thirty (30) days following the release of the related determination by the outside auditor; provided, however, that any such payment may be reduced by applicable legal withholdings. In the event that the Internal Revenue Service subsequently assesses an Excise Tax that is greater than the tax previously calculated by the outside auditor, the Employer shall make an additional Tax Indemnity payment, as calculated by the outside auditor in a manner consistent with the provisions of this Section 3.5, to the Executive within thirty (30) days of the date of such assessment. 4. COMPENSATION. The Executive shall receive the following salary and benefits during the Term, except as otherwise provided below: 7

4.1 BASE SALARY. During the Initial Term, the Executive shall be compensated at a base rate of $220,000 per year (the "Base Salary"). The obligation for payment of Base Salary shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The Executive's Base Salary shall be reviewed by the Board of Directors of the Bank and the Company at least annually, and the Executive shall be entitled to receive annually an increase in such amount, if any, as may be determined by the Board of Directors of the Bank or the Company based on its evaluation of Executive's performance. Base Salary shall be payable in accordance with the Employer's normal payroll practices. 4.2 INCENTIVE COMPENSATION. The Executive shall be entitled to annual bonus compensation, if any, as determined by the Board of Directors of the Company or the Bank pursuant to any incentive compensation program as may be adopted from time to time by the Company or the Bank. 4.3 STOCK OPTIONS. The Company will establish a stock incentive plan contemporaneously with the initial public offering of the Company's common stock. The Company will grant to the Executive pursuant to such stock incentive plan, consistent with applicable provisions of the Internal Revenue Code, an incentive stock option to purchase, at a per share purchase price equal to $10.00, 45,000 shares of the Company's common stock. The

4.1 BASE SALARY. During the Initial Term, the Executive shall be compensated at a base rate of $220,000 per year (the "Base Salary"). The obligation for payment of Base Salary shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The Executive's Base Salary shall be reviewed by the Board of Directors of the Bank and the Company at least annually, and the Executive shall be entitled to receive annually an increase in such amount, if any, as may be determined by the Board of Directors of the Bank or the Company based on its evaluation of Executive's performance. Base Salary shall be payable in accordance with the Employer's normal payroll practices. 4.2 INCENTIVE COMPENSATION. The Executive shall be entitled to annual bonus compensation, if any, as determined by the Board of Directors of the Company or the Bank pursuant to any incentive compensation program as may be adopted from time to time by the Company or the Bank. 4.3 STOCK OPTIONS. The Company will establish a stock incentive plan contemporaneously with the initial public offering of the Company's common stock. The Company will grant to the Executive pursuant to such stock incentive plan, consistent with applicable provisions of the Internal Revenue Code, an incentive stock option to purchase, at a per share purchase price equal to $10.00, 45,000 shares of the Company's common stock. The option generally will become vested and exercisable in twenty percent (20%) increments, commencing on the first anniversary of the option grant date, which shall be the closing date for the Company's initial public offering, and continuing for the next four successive anniversaries; provided, however, that, in the event of a Change of Control, the option shall become fully vested and exercisable; provided further, that in the event of a Change of Control prior to the third anniversary of the date the Bank opens for business, the option shall become vested and exercisable at a rate no more rapidly than thirty-three and one-third percent (33 1/3%) per year over the first three anniversaries of the date the Bank opens for business. The option shall expire generally upon the earlier of ninety (90) days following termination of employment or upon the tenth anniversary of the option grant date. The option will be issued by the Employer pursuant to the Company's stock incentive plan and subject to the terms of a related stock option agreement. The Executive shall be eligible for future option grants so long as the Company maintains a stock incentive plan and shall participate in future grants at a level that is commensurate with the relative levels of participation by all other senior management employees of the Employer. 4.4 HEALTH INSURANCE. (a) The Employer shall reimburse the Executive for the cost of premium payments paid by the Executive for the Executive's current health insurance covering the Executive and the members of his immediate family until the first to occur of the following: (i) such time as the Company adopts a health insurance plan for employees of the Company and/or the Bank; (ii) the Company and the Bank abandon their organizational efforts; or 8

(iii) December 31, 2000. (b) In the event of termination by the Executive for Cause (Section 3.2.3(a)), the Employer shall reimburse Executive for the cost of premium payments paid by the Executive to continue his then existing health insurance for himself and his eligible dependents as provided by the Employer for a period of three (3) months following the date of termination of employment. (c) In the event of a termination by the Employer without Cause (Section 3.2.1(c)), the Employer shall reimburse the Executive for the cost of premium payments paid by the Executive to continue his then existing health insurance for himself and his eligible dependents as provided by Employer for a period of twelve (12) months following the date of termination of employment. 4.5 AUTOMOBILE. Beginning as of the month in which the Bank receives preliminary charter approval, the Employer will provide Executive with an automobile allowance of $750 per month. 4.6 BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically agrees to reimburse the Executive

(iii) December 31, 2000. (b) In the event of termination by the Executive for Cause (Section 3.2.3(a)), the Employer shall reimburse Executive for the cost of premium payments paid by the Executive to continue his then existing health insurance for himself and his eligible dependents as provided by the Employer for a period of three (3) months following the date of termination of employment. (c) In the event of a termination by the Employer without Cause (Section 3.2.1(c)), the Employer shall reimburse the Executive for the cost of premium payments paid by the Executive to continue his then existing health insurance for himself and his eligible dependents as provided by Employer for a period of twelve (12) months following the date of termination of employment. 4.5 AUTOMOBILE. Beginning as of the month in which the Bank receives preliminary charter approval, the Employer will provide Executive with an automobile allowance of $750 per month. 4.6 BUSINESS EXPENSES; MEMBERSHIPS. The Employer specifically agrees to reimburse the Executive for: (a) reasonable and necessary business (including travel) expenses incurred by him in the performance of his duties hereunder, as approved by the Board of Directors of either the Bank or the Company; and (b) beginning as of the Effective Date, the dues and business related expenditures, including initiation fees, associated with membership in a single civic association both as selected by the Executive and in professional associations which are commensurate with his position; provided, however, that the Executive shall, as a condition of reimbursement, submit verification of the nature and amount of such expenses in accordance with reimbursement policies from time to time adopted by the Employer and in sufficient detail to comply with rules and regulations promulgated by the Internal Revenue Service. 4.7 VACATION. On a non-cumulative basis, the Executive shall be entitled to four (4) weeks of vacation in each successive twelve-month period during the Term, during which his compensation shall be paid in full. 4.8 LIFE INSURANCE. The Employer will provide the Executive with access to term life insurance coverage at competitive group rates at such time as the Company develops a life plan for employees of the Company and/or Bank, providing a death benefit of not less than $1,000,000, payable to such beneficiary or beneficiaries as the Executive may designate. 9

4.9 TAX PREPARATION SERVICES. The Employer will provide the Executive with tax preparation services annually through a qualified accounting firm of the Executive's choice at an annual cost not to exceed $2,500. 4.10 BENEFITS. In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to executives of the Bank similarly situated to the Executive. All such benefits shall be awarded and administered in accordance with the Bank's standard policies and practices. Such benefits may include, by way of example only, profit-sharing plans, retirement or investment funds, dental, health, life and disability insurance benefits and such other benefits as the Bank deems appropriate. 4.11 WITHHOLDING. The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements.

4.9 TAX PREPARATION SERVICES. The Employer will provide the Executive with tax preparation services annually through a qualified accounting firm of the Executive's choice at an annual cost not to exceed $2,500. 4.10 BENEFITS. In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to executives of the Bank similarly situated to the Executive. All such benefits shall be awarded and administered in accordance with the Bank's standard policies and practices. Such benefits may include, by way of example only, profit-sharing plans, retirement or investment funds, dental, health, life and disability insurance benefits and such other benefits as the Bank deems appropriate. 4.11 WITHHOLDING. The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements. 5. COMPANY INFORMATION. 5.1 OWNERSHIP OF COMPANY INFORMATION. All Company Information received or developed by the Executive while employed by the Employer will remain the sole and exclusive property of the Employer. 5.2 OBLIGATIONS OF THE EXECUTIVE. The Executive agrees: (a) to hold Company Information in strictest confidence; (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information or any physical embodiments of Company Information; and (c) in any event, not to take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Executive is required by law to disclose any Company Information, the Executive will not make such disclosure unless (and then only to the extent that) the Executive has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Company when the Executive becomes aware that such disclosure has been requested and is required by law. This Section 5 shall survive for a period of twelve (12) months following termination of this Agreement for any reason with respect to Confidential Information, and shall survive termination of this Agreement for any reason for so long as is permitted by applicable law, with respect to Trade Secrets. 5.3 DELIVERY UPON REQUEST OR TERMINATION. Upon request by the Employer, and in any event upon termination of his employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer, including, without limitation, all Company Information then in his possession or control. The Executive agrees that the covenant 10

contained in Section 5 of this Agreement are of the essence of this Agreement; that the covenant is reasonable and necessary to protect the business, interests and properties of the Employer. 6. SEVERABILITY. The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with and valid and enforceable under the law or public policy. 7. NO SET-OFF BY THE EXECUTIVE. The existence of any claim, demand, action or cause of action by the Executive against the Employer, or any Affiliate of the Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of its rights hereunder.

contained in Section 5 of this Agreement are of the essence of this Agreement; that the covenant is reasonable and necessary to protect the business, interests and properties of the Employer. 6. SEVERABILITY. The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with and valid and enforceable under the law or public policy. 7. NO SET-OFF BY THE EXECUTIVE. The existence of any claim, demand, action or cause of action by the Executive against the Employer, or any Affiliate of the Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of its rights hereunder. 8. NOTICE. All notices and other communications required or permitted under this Agreement shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand or overnight courier, in which event the notice shall be deemed effective when delivered. All notices and other communications under this Agreement shall be given to the parties hereto at the following addresses: (i) If to the Employer, to it at:

(ii) If to the Executive, to him at: 812 Jones Parkway Brentwood, TN 37027 9. ASSIGNMENT. Neither party hereto may assign or delegate this Agreement or any of its rights and obligations hereunder without the written consent of the other party to this Agreement. 10. WAIVER. A waiver by one party to this Agreement of any breach of this Agreement by the other party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion. 11. ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by 11

the arbitrator may be entered only in a state court of Tennessee or the federal court for the Middle District of Tennessee. The Employer and the Executive agree to share equally the fees and expenses associated with the arbitration proceedings. 12. ATTORNEYS' FEES. In the event that the parties have complied with this Agreement with respect to arbitration of disputes and litigation ensues between the parties concerning the enforcement of an arbitration award, the party prevailing in such litigation shall be entitled to receive from the other party all reasonable costs and expenses, including without limitation attorneys' fees, incurred by the prevailing party in connection with such litigation, and the other party shall pay such costs and expenses to the prevailing party promptly upon demand by the prevailing party. 13. APPLICABLE LAW. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Tennessee.

the arbitrator may be entered only in a state court of Tennessee or the federal court for the Middle District of Tennessee. The Employer and the Executive agree to share equally the fees and expenses associated with the arbitration proceedings. 12. ATTORNEYS' FEES. In the event that the parties have complied with this Agreement with respect to arbitration of disputes and litigation ensues between the parties concerning the enforcement of an arbitration award, the party prevailing in such litigation shall be entitled to receive from the other party all reasonable costs and expenses, including without limitation attorneys' fees, incurred by the prevailing party in connection with such litigation, and the other party shall pay such costs and expenses to the prevailing party promptly upon demand by the prevailing party. 13. APPLICABLE LAW. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Tennessee. 14. INTERPRETATION. Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms "herein", "hereunder", "hereby", "hereto", "hereof" and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect. 15. ENTIRE AGREEMENT. This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by both parties. All prior understandings and agreements relating to the subject matter of this Agreement, including, but not limited to, that certain employment agreement between the Bank and the Executive previously signed by the parties and also dated as of March 1, 2000, are hereby expressly terminated and superseded. 16. RIGHTS OF THIRD PARTIES. Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement. 17. SURVIVAL. The obligations of the Executive pursuant to Section 5 shall survive the termination of the employment of the Executive hereunder for the period designated under each of those respective sections. 18. JOINT AND SEVERAL. The obligations of the Bank and the Company to Executive hereunder shall be joint and several. [Remainder of Page Intentionally Left Blank] 12

IN WITNESS WHEREOF, the Employer and the Executive have executed and delivered this Agreement as of the date first shown above. THE BANK: PINNACLE NATIONAL BANK (PROPOSED) By: Print Name: HUGH M. QUEENER Title: SECRETARY, CHIEF ADMINISTRATION OFFICER THE COMPANY: PINNACLE FINANCIAL PARTNERS, INC.

IN WITNESS WHEREOF, the Employer and the Executive have executed and delivered this Agreement as of the date first shown above. THE BANK: PINNACLE NATIONAL BANK (PROPOSED) By: Print Name: HUGH M. QUEENER Title: SECRETARY, CHIEF ADMINISTRATION OFFICER THE COMPANY: PINNACLE FINANCIAL PARTNERS, INC. By: Print Name: HUGH M. QUEENER Title: SECRETARY, CHIEF ADMINISTRATION OFFICER THE EXECUTIVE: MICHAEL TERRY TURNER 13

EXHIBIT A INITIAL DUTIES OF THE EXECUTIVE PRESIDENT/ CHIEF EXECUTIVE OFFICER FUNCTION: Has overall responsibility for the leadership of the organization in all aspects of its activities to insure safety and soundness, maximize return to the shareholders, and meet the needs of its various constituencies (shareholders, Board of Directors, customers, employees, regulators, and communities). PRINCIPAL ACCOUNTABILITIES: 1. Develops and implements the overall business strategy of the bank, its culture and mission statement. Responsible for the planning, implementation and control of long-term and short-term goals, as well as strategic plans. 2. Provides leadership and direction in establishing, implementing, monitoring, and achieving the annual business plan. 3. Oversees employee selection, training, professional development and performance at all levels within the bank. Ensures each employee has clarity of job responsibilities and defined standards and goals. 4. Provides leadership in establishing overall policies and procedures such as credit policy, investment policy, risk tolerance levels, and operational procedures.

EXHIBIT A INITIAL DUTIES OF THE EXECUTIVE PRESIDENT/ CHIEF EXECUTIVE OFFICER FUNCTION: Has overall responsibility for the leadership of the organization in all aspects of its activities to insure safety and soundness, maximize return to the shareholders, and meet the needs of its various constituencies (shareholders, Board of Directors, customers, employees, regulators, and communities). PRINCIPAL ACCOUNTABILITIES: 1. Develops and implements the overall business strategy of the bank, its culture and mission statement. Responsible for the planning, implementation and control of long-term and short-term goals, as well as strategic plans. 2. Provides leadership and direction in establishing, implementing, monitoring, and achieving the annual business plan. 3. Oversees employee selection, training, professional development and performance at all levels within the bank. Ensures each employee has clarity of job responsibilities and defined standards and goals. 4. Provides leadership in establishing overall policies and procedures such as credit policy, investment policy, risk tolerance levels, and operational procedures. 5. Works closely with the Chief Administrative Officer to insure appropriate financial reporting and that proper accounting procedures are utilized. 6. Works closely with the Senior Lending Officer/Senior Credit Officer to monitor quality of loan portfolio and that loans comply with the Bank's lending policy. 7. Provides active leadership in the development and implementation of an effective CRA program including active involvement in ascertaining the communities' credit needs. 8. Originates and approves loans, acting within the approved loan limits and guidelines approved by the Board of Directors. 9. Participates actively in community and civic activities so as to create a positive public perception of the bank. Also, to be actively involved in business development activities to solicit and maintain sufficient business to meet and/or exceed established goals.

10. Responsible for maintaining sound relationships with the various regulatory agencies and managing the bank to meet or exceed all regulatory guidelines.

EXHIBIT 10.15 PINNACLE FINANCIAL PARTNERS, INC. 2000 STOCK INCENTIVE PLAN

10. Responsible for maintaining sound relationships with the various regulatory agencies and managing the bank to meet or exceed all regulatory guidelines.

EXHIBIT 10.15 PINNACLE FINANCIAL PARTNERS, INC. 2000 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

SECTION 1 1.1

DEFINITIONS................................................................................... DEFINITIONS..................................................................................... ----------THE STOCK INCENTIVE PLAN...................................................................... PURPOSE OF THE PLAN............................................................................. ------------------STOCK SUBJECT TO THE PLAN....................................................................... ------------------------ADMINISTRATION OF THE PLAN...................................................................... -------------------------ELIGIBILITY AND LIMITS.......................................................................... ---------------------TERMS OF STOCK INCENTIVES.....................................................................

SECTION 2 2.1 2.2 2.3 2.4

SECTION 3 3.1

GENERAL TERMS AND CONDITIONS.................................................................... ---------------------------3.2 TERMS AND CONDITIONS OF OPTIONS................................................................. ------------------------------(A) OPTION PRICE................................................................................. -----------(B) OPTION TERM.................................................................................. ----------(C) PAYMENT...................................................................................... ------(D) CONDITIONS TO THE EXERCISE OF AN OPTION...................................................... --------------------------------------(E) TERMINATION OF INCENTIVE STOCK OPTION STATUS................................................. -------------------------------------------(F) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS............................................ ------------------------------------------------3.3 TREATMENT OF AWARDS UPON TERMINATION OF SERVICE................................................. ----------------------------------------------SECTION 4 4.1 4.2 RESTRICTIONS ON STOCK......................................................................... ESCROW OF SHARES................................................................................ ---------------RESTRICTIONS ON TRANSFER........................................................................ -----------------------GENERAL PROVISIONS............................................................................ WITHHOLDING..................................................................................... ----------CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.................................................. ---------------------------------------------CASH AWARDS..................................................................................... ----------COMPLIANCE WITH CODE............................................................................

SECTION 5 5.1 5.2 5.3 5.4

EXHIBIT 10.15 PINNACLE FINANCIAL PARTNERS, INC. 2000 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

SECTION 1 1.1

DEFINITIONS................................................................................... DEFINITIONS..................................................................................... ----------THE STOCK INCENTIVE PLAN...................................................................... PURPOSE OF THE PLAN............................................................................. ------------------STOCK SUBJECT TO THE PLAN....................................................................... ------------------------ADMINISTRATION OF THE PLAN...................................................................... -------------------------ELIGIBILITY AND LIMITS.......................................................................... ---------------------TERMS OF STOCK INCENTIVES.....................................................................

SECTION 2 2.1 2.2 2.3 2.4

SECTION 3 3.1

GENERAL TERMS AND CONDITIONS.................................................................... ---------------------------3.2 TERMS AND CONDITIONS OF OPTIONS................................................................. ------------------------------(A) OPTION PRICE................................................................................. -----------(B) OPTION TERM.................................................................................. ----------(C) PAYMENT...................................................................................... ------(D) CONDITIONS TO THE EXERCISE OF AN OPTION...................................................... --------------------------------------(E) TERMINATION OF INCENTIVE STOCK OPTION STATUS................................................. -------------------------------------------(F) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS............................................ ------------------------------------------------3.3 TREATMENT OF AWARDS UPON TERMINATION OF SERVICE................................................. ----------------------------------------------SECTION 4 4.1 4.2 RESTRICTIONS ON STOCK......................................................................... ESCROW OF SHARES................................................................................ ---------------RESTRICTIONS ON TRANSFER........................................................................ -----------------------GENERAL PROVISIONS............................................................................ WITHHOLDING..................................................................................... ----------CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.................................................. ---------------------------------------------CASH AWARDS..................................................................................... ----------COMPLIANCE WITH CODE............................................................................ -------------------RIGHT TO TERMINATE SERVICE...................................................................... -------------------------RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS............................................ ---------------------------------------------------NON-ALIENATION OF BENEFITS...................................................................... -------------------------TERMINATION AND AMENDMENT OF THE PLAN........................................................... -------------------------------------

SECTION 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8

TABLE OF CONTENTS

SECTION 1 1.1

DEFINITIONS................................................................................... DEFINITIONS..................................................................................... ----------THE STOCK INCENTIVE PLAN...................................................................... PURPOSE OF THE PLAN............................................................................. ------------------STOCK SUBJECT TO THE PLAN....................................................................... ------------------------ADMINISTRATION OF THE PLAN...................................................................... -------------------------ELIGIBILITY AND LIMITS.......................................................................... ---------------------TERMS OF STOCK INCENTIVES.....................................................................

SECTION 2 2.1 2.2 2.3 2.4

SECTION 3 3.1

GENERAL TERMS AND CONDITIONS.................................................................... ---------------------------3.2 TERMS AND CONDITIONS OF OPTIONS................................................................. ------------------------------(A) OPTION PRICE................................................................................. -----------(B) OPTION TERM.................................................................................. ----------(C) PAYMENT...................................................................................... ------(D) CONDITIONS TO THE EXERCISE OF AN OPTION...................................................... --------------------------------------(E) TERMINATION OF INCENTIVE STOCK OPTION STATUS................................................. -------------------------------------------(F) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS............................................ ------------------------------------------------3.3 TREATMENT OF AWARDS UPON TERMINATION OF SERVICE................................................. ----------------------------------------------SECTION 4 4.1 4.2 RESTRICTIONS ON STOCK......................................................................... ESCROW OF SHARES................................................................................ ---------------RESTRICTIONS ON TRANSFER........................................................................ -----------------------GENERAL PROVISIONS............................................................................ WITHHOLDING..................................................................................... ----------CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.................................................. ---------------------------------------------CASH AWARDS..................................................................................... ----------COMPLIANCE WITH CODE............................................................................ -------------------RIGHT TO TERMINATE SERVICE...................................................................... -------------------------RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS............................................ ---------------------------------------------------NON-ALIENATION OF BENEFITS...................................................................... -------------------------TERMINATION AND AMENDMENT OF THE PLAN........................................................... ------------------------------------STOCKHOLDER APPROVAL............................................................................ -------------------CHOICE OF LAW................................................................................... -------------

SECTION 5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10

PINNACLE FINANCIAL PARTNERS, INC. 2000 STOCK INCENTIVE PLAN SECTION 1 DEFINITIONS 1.1 DEFINITIONS. Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following capitalized words and phrases are used herein with the meaning thereafter ascribed: (a) "BANK" means Pinnacle National Bank, a proposed national bank. (b) "BOARD OF DIRECTORS" means the board of directors of the Company. (c) "CAUSE" has the same meaning as provided in the employment agreement between the Participant and the Company or affiliate(s) on the date of Termination of Service, or if no such definition or employment agreement exists, "Cause" means conduct amounting to (1) fraud or dishonesty against the Company or affiliate(s); (2) Participant's willful misconduct, repeated refusal to follow the reasonable directions of the Board of Directors or knowing violation of law in the course of performance of the duties of Participant's service with the Company or affiliate(s); (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the Company or affiliate(s)' premises during regular business hours; (5) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which Participant and the Company or affiliate(s) are party. (d) "CHANGE IN CONTROL" means any one of the following events which may occur after the date the Stock Incentive is granted: (1) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Bank or the Company, if, after the transaction, the acquiring person (or persons) owns, controls or holds with power to vote forty percent (40%) or more of any class of voting securities of either the Bank or the Company, as the case may be; (2) within any twelve-month period the persons who were directors of either the Bank or the Company immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the beginning of such twelve-month period shall be deemed to be an Incumbent Director if that director were elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) relating to the election of directors shall be deemed to be an Incumbent Director;

(3) a reorganization, merger or consolidation, with respect to which persons who were the stockholders of either the Bank or the Company, as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; or (4) the sale, transfer or assignment of all or substantially all of the assets of the Company and its subsidiaries to any third party. (e) "COMPANY" means Pinnacle Financial Partners, Inc., a corporation organized as a bank holding company under the laws of the State of Tennessee. (f) "CODE" means the Internal Revenue Code of 1986, as amended. (g) "COMMITTEE" means the committee appointed by the Board of Directors to administer the Plan pursuant to

(3) a reorganization, merger or consolidation, with respect to which persons who were the stockholders of either the Bank or the Company, as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; or (4) the sale, transfer or assignment of all or substantially all of the assets of the Company and its subsidiaries to any third party. (e) "COMPANY" means Pinnacle Financial Partners, Inc., a corporation organized as a bank holding company under the laws of the State of Tennessee. (f) "CODE" means the Internal Revenue Code of 1986, as amended. (g) "COMMITTEE" means the committee appointed by the Board of Directors to administer the Plan pursuant to Plan Section 2.3. (h) "DISABILITY" has the same meaning as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by the Company or affiliate for the Participant. If no long-term disability plan or policy was ever maintained on behalf of the Participant or, if the determination of Disability relates to an Incentive Stock Option, Disability shall mean that condition described in Code Section 22(e)(3), as amended from time to time. In the event of a dispute, the determination of Disability shall be made by the Board of Directors and shall be supported by advice of a physician competent in the area to which such Disability relates. (i) "DISPOSITION" means any conveyance, sale, transfer, assignment, pledge or hypothecation, whether outright or as security, inter vivos or testamentary, with or without consideration, voluntary or involuntary. (j) "FAIR MARKET VALUE" refers to the determination of value of a share of Stock. If the Stock is actively traded on any national securities exchange or any Nasdaq quotation or market system, Fair Market Value shall mean the closing price at which sales of Stock shall have been sold on the most recent trading date immediately prior to the date of determination, as reported by any such exchange or system selected by the Committee on which the shares of Stock are then traded. If the shares of Stock are not actively traded on any such exchange or system, Fair Market Value shall mean the arithmetic mean of the bid and asked prices for the shares of Stock on the most recent trading date within a reasonable period prior to the determination date as reported by such exchange or system. If there are no bid and asked prices within a reasonable period or if the shares of Stock are not traded on any exchange or system as of the determination date, Fair Market Value shall mean the fair market value of a share of Stock as determined by the Committee taking into account such facts and circumstances deemed to be material by the Committee to the value of the Stock in the hands of the Participant; provided that, for purposes of granting awards other than Incentive Stock Options, Fair Market Value of a share of Stock may be determined by the Committee by reference to the average market value determined over a period certain or as of specified dates, to a tender offer price for 2

the shares of Stock (if settlement of an award is triggered by such an event) or to any other reasonable measure of fair market value and provided further that, for purposes of granting Incentive Stock Options, Fair Market Value of a share of Stock shall be determined in accordance with the valuation principles described in the regulations promulgated under Code Section 422. (k) "INCENTIVE STOCK OPTION" means an incentive stock option, as defined in Code Section 422, described in Plan Section 3.2. (l) "NON-QUALIFIED STOCK OPTION" means a stock option, other than an option qualifying as an Incentive Stock Option, described in Plan Section 3.2. (m) "OPTION" means a Non-Qualified Stock Option or an Incentive Stock Option.

the shares of Stock (if settlement of an award is triggered by such an event) or to any other reasonable measure of fair market value and provided further that, for purposes of granting Incentive Stock Options, Fair Market Value of a share of Stock shall be determined in accordance with the valuation principles described in the regulations promulgated under Code Section 422. (k) "INCENTIVE STOCK OPTION" means an incentive stock option, as defined in Code Section 422, described in Plan Section 3.2. (l) "NON-QUALIFIED STOCK OPTION" means a stock option, other than an option qualifying as an Incentive Stock Option, described in Plan Section 3.2. (m) "OPTION" means a Non-Qualified Stock Option or an Incentive Stock Option. (n) "OVER 10% OWNER" means an individual who at the time an Incentive Stock Option is granted owns Stock possessing more than 10% of the total combined voting power of the Company or one of its Parents or Subsidiaries, determined by applying the attribution rules of Code Section 424(d). (o) "PARENT" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, with respect to Incentive Stock Options, at the time of granting of the Incentive Stock Option, each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. (p) "PARTICIPANT" means an individual who receives a Stock Incentive hereunder. (q) "PLAN" means the Pinnacle Financial Partners, Inc. 2000 Stock Incentive Plan. (r) "STOCK" means the Company's common stock, $1.00 par value per share. (s) "STOCK INCENTIVE AGREEMENT" means an agreement between the Company and a Participant or other documentation evidencing an award of a Stock Incentive. (t) "STOCK INCENTIVES" means, collectively, Incentive Stock Options and Non-Qualified Stock Options. (u) "SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, with respect to Incentive Stock Options, at the time of the granting of the Incentive Stock Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3

(v) "TERMINATION OF SERVICE" means the termination of the service relationship, whether employment or otherwise, between a Participant and the Company and any affiliates, regardless of the fact that severance or similar payments are made to the Participant for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement. The Committee shall, in its absolute discretion, determine the effect of all matters and questions relating to a Termination of Service, including, but not by way of limitation, the question of whether a leave of absence constitutes a Termination of Service, or whether a Termination of Service is for Cause. SECTION 2 THE STOCK INCENTIVE PLAN 2.1 PURPOSE OF THE PLAN. The Plan is intended to (a) provide incentives to officers, employees, directors and organizers of the Company and affiliates to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for the long-term growth and profitability of the Company; (b) encourage stock ownership by officers, employees, directors and organizers by providing them with a means to acquire a proprietary interest in the Company by acquiring shares of Stock; and

(v) "TERMINATION OF SERVICE" means the termination of the service relationship, whether employment or otherwise, between a Participant and the Company and any affiliates, regardless of the fact that severance or similar payments are made to the Participant for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement. The Committee shall, in its absolute discretion, determine the effect of all matters and questions relating to a Termination of Service, including, but not by way of limitation, the question of whether a leave of absence constitutes a Termination of Service, or whether a Termination of Service is for Cause. SECTION 2 THE STOCK INCENTIVE PLAN 2.1 PURPOSE OF THE PLAN. The Plan is intended to (a) provide incentives to officers, employees, directors and organizers of the Company and affiliates to stimulate their efforts toward the continued success of the Company and to operate and manage the business in a manner that will provide for the long-term growth and profitability of the Company; (b) encourage stock ownership by officers, employees, directors and organizers by providing them with a means to acquire a proprietary interest in the Company by acquiring shares of Stock; and (c) provide a means of obtaining and rewarding key personnel. 2.2 STOCK SUBJECT TO THE PLAN. Subject to adjustment in accordance with Section 5.2, 520,000 shares of Stock (the "Maximum Plan Shares") are hereby reserved exclusively for issuance pursuant to Stock Incentives. At such time as the Company becomes subject to Section 16 of the Exchange Act, at no time shall the Company have outstanding Stock Incentives subject to Section 16 of the Exchange Act and shares of Stock issued in respect of Stock Incentives in excess of the Maximum Plan Shares. The shares of Stock attributable to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any Stock Incentive that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full will again be available for purposes of the Plan. 2.3 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Committee. The members of the Committee shall consist solely of at least two members of the Board of Directors. During those periods that the Company is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, the Board of Directors shall consider the advisability of whether each Committee member shall qualify as an "outside director" as defined in Treasury Regulations Section 1.162-27(e) as promulgated by the Internal Revenue Service and a "non-employee director" as defined in Rule 16b-3(b)(3) as promulgated under the Exchange Act. The Committee shall have full authority in its discretion to determine the officers, employees, directors and organizers of the Company or its affiliates to whom Stock Incentives shall be granted and the terms and provisions of Stock Incentives subject to the Plan. Subject to the provisions of the Plan, the Committee shall have full and conclusive authority to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the respective Stock Incentive Agreements and to make all other determinations necessary or advisable for the proper administration of the Plan. The Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan 4

(whether or not such persons are similarly situated). The Committee's decisions shall be final and binding on all Participants. Each member of the Committee shall serve at the discretion of the Board of Directors and the Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee shall be filled by the Board of Directors. The Committee shall select one of its members as chairman and shall hold meetings at the times and in the places as it may deem advisable. Acts approved by a majority of the Committee in a meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. 2.4 ELIGIBILITY AND LIMITS. Stock Incentives may be granted only to officers, employees, directors and organizers of the Company or any affiliate; provided, however, that an Incentive Stock Option may only be granted to an employee of the Company or any Subsidiary. In the case of Incentive Stock Options, the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of stock with respect to

(whether or not such persons are similarly situated). The Committee's decisions shall be final and binding on all Participants. Each member of the Committee shall serve at the discretion of the Board of Directors and the Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee shall be filled by the Board of Directors. The Committee shall select one of its members as chairman and shall hold meetings at the times and in the places as it may deem advisable. Acts approved by a majority of the Committee in a meeting at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. 2.4 ELIGIBILITY AND LIMITS. Stock Incentives may be granted only to officers, employees, directors and organizers of the Company or any affiliate; provided, however, that an Incentive Stock Option may only be granted to an employee of the Company or any Subsidiary. In the case of Incentive Stock Options, the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of stock with respect to which stock options intended to meet the requirements of Code Section 422 become exercisable for the first time by an individual during any calendar year under all plans of the Company and its Parents and Subsidiaries shall not exceed $100,000; provided further, that if the limitation is exceeded, the Incentive Stock Option(s) which cause the limitation to be exceeded shall be treated as Non-Qualified Stock Option(s). To the extent required under Code Section 162(m) of the Code and the regulations thereunder for compensation to be treated as qualified performance based compensation, the maximum number of shares of Stock with respect to which Options may be granted during any calendar year to any individual may not exceed 75,000, subject to adjustment in accordance with Section 5.2. In applying this limitation, if an Option, or any portion thereof, granted to an employee is cancelled or repriced for any reason, then the shares of Stock attributable to such cancellation or repricing either shall continue to be counted as an outstanding grant or shall be counted as a new grant, as the case may be, against the affected employee's 75,000 limit for the appropriate calendar year. SECTION 3 TERMS OF STOCK INCENTIVES 3.1 GENERAL TERMS AND CONDITIONS. (a) The number of shares of Stock as to which a Stock Incentive shall be granted shall be determined by the Committee in its sole discretion, subject to the provisions of Section 2.2, as to the total number of shares available for grants under the Plan. (b) Each Stock Incentive shall be evidenced by a Stock Incentive Agreement in such form and containing such terms, conditions and restrictions as the Committee may determine is appropriate. Each Stock Incentive Agreement shall be subject to the terms of the 5

Plan and any provision in a Stock Incentive Agreement that is inconsistent with the Plan shall be null and void. (c) The date a Stock Incentive is granted shall be the date on which the Committee has approved the terms of, and satisfaction of any conditions applicable to, the grant of the Stock Incentive and has determined the recipient of the Stock Incentive and the number of shares covered by the Stock Incentive and has taken all such other action necessary to complete the grant of the Stock Incentive. (d) The Committee may provide in any Stock Incentive Agreement (or subsequent to the award of a Stock Incentive but prior to its expiration or cancellation, as the case may be) that, in the event of a Change in Control, the Stock Incentive shall or may be cashed out on the basis of any price not greater than the highest price paid for a share of Stock in any transaction reported by any market or system selected by the Committee on which the shares of Stock are then actively traded during a specified period immediately preceding or including the date of the Change in Control or offered for a share of Stock in any tender offer occurring during a specified period immediately preceding or including the date the tender offer commences; provided that, in no case shall any such specified period exceed three (3) months (the "Change in Control Price"). For purposes of this Subsection, any Option shall be cashed out on the basis of the excess, if any, of the Change in Control Price over the Exercise Price to the extent the Option is then exercisable in accordance with the terms of the Option and the Plan.

Plan and any provision in a Stock Incentive Agreement that is inconsistent with the Plan shall be null and void. (c) The date a Stock Incentive is granted shall be the date on which the Committee has approved the terms of, and satisfaction of any conditions applicable to, the grant of the Stock Incentive and has determined the recipient of the Stock Incentive and the number of shares covered by the Stock Incentive and has taken all such other action necessary to complete the grant of the Stock Incentive. (d) The Committee may provide in any Stock Incentive Agreement (or subsequent to the award of a Stock Incentive but prior to its expiration or cancellation, as the case may be) that, in the event of a Change in Control, the Stock Incentive shall or may be cashed out on the basis of any price not greater than the highest price paid for a share of Stock in any transaction reported by any market or system selected by the Committee on which the shares of Stock are then actively traded during a specified period immediately preceding or including the date of the Change in Control or offered for a share of Stock in any tender offer occurring during a specified period immediately preceding or including the date the tender offer commences; provided that, in no case shall any such specified period exceed three (3) months (the "Change in Control Price"). For purposes of this Subsection, any Option shall be cashed out on the basis of the excess, if any, of the Change in Control Price over the Exercise Price to the extent the Option is then exercisable in accordance with the terms of the Option and the Plan. (e) Any Stock Incentive may be granted in connection with all or any portion of a previously or contemporaneously granted Stock Incentive. Exercise or vesting of a Stock Incentive granted in connection with another Stock Incentive may result in a pro rata surrender or cancellation of any related Stock Incentive, as specified in the applicable Stock Incentive Agreement. (f) Unless otherwise permitted by the Committee with respect to Non-Qualified Stock Options, Stock Incentives shall not be transferable or assignable except by will or by the laws of descent and distribution and shall be exercisable, during the Participant's lifetime, only by the Participant; in the event of the Disability of the Participant, by the legal representative of the Participant; or in the event of the death of the Participant, by the personal representative of the Participant's estate or if no personal representative has been appointed, by the successor in interest determined under the Participant's will. (g) No Stock Incentive shall have a term that extends beyond the tenth anniversary of the date the Stock Incentive was granted. 3.2 TERMS AND CONDITIONS OF OPTIONS. Each Option granted under the Plan shall be evidenced by a Stock Incentive Agreement. At the time any Option is granted, the Committee shall determine whether the Option is to be an Incentive Stock Option or a Non-Qualified Stock Option, and the Option shall be clearly identified as to its status as an Incentive Stock Option or a Non-Qualified Stock Option. At the time any Incentive Stock Option is exercised, the Company shall be entitled to place a legend on the certificates representing the shares of Stock purchased pursuant to the Option to clearly identify them as shares of Stock purchased upon 6

exercise of an Incentive Stock Option. An Incentive Stock Option may only be granted within ten (10) years from the earlier of the date the Plan is adopted by the Board of Directors or approved by the Company's stockholders. All Options shall provide that the primary Federal regulator of the Bank may require a Participant to exercise an Option in whole or in part if the capital of the Bank falls below minimum requirements and shall further provide that, if the Participant fails to so exercise any such portion of the Option, that portion of the Option shall be forfeited. (a) OPTION PRICE. Subject to adjustment in accordance with Section 5.2 and the other provisions of this Section 3.2, the exercise price (the "Exercise Price") per share of Stock purchasable under any Option shall be as set forth in the applicable Stock Incentive Agreement. With respect to each grant of an Incentive Stock Option to a Participant who is not an Over 10% Owner, the Exercise Price per share shall not be less than the Fair Market Value on the date the Option is granted. With respect to each grant of an Incentive Stock Option to a Participant who is an Over 10% Owner, the Exercise Price shall not be less than 110% of the Fair Market Value on the date the Option is granted. With respect to each grant of a Non-Qualified Stock Option prior to the third anniversary of the date the Bank opens for business, the Exercise

exercise of an Incentive Stock Option. An Incentive Stock Option may only be granted within ten (10) years from the earlier of the date the Plan is adopted by the Board of Directors or approved by the Company's stockholders. All Options shall provide that the primary Federal regulator of the Bank may require a Participant to exercise an Option in whole or in part if the capital of the Bank falls below minimum requirements and shall further provide that, if the Participant fails to so exercise any such portion of the Option, that portion of the Option shall be forfeited. (a) OPTION PRICE. Subject to adjustment in accordance with Section 5.2 and the other provisions of this Section 3.2, the exercise price (the "Exercise Price") per share of Stock purchasable under any Option shall be as set forth in the applicable Stock Incentive Agreement. With respect to each grant of an Incentive Stock Option to a Participant who is not an Over 10% Owner, the Exercise Price per share shall not be less than the Fair Market Value on the date the Option is granted. With respect to each grant of an Incentive Stock Option to a Participant who is an Over 10% Owner, the Exercise Price shall not be less than 110% of the Fair Market Value on the date the Option is granted. With respect to each grant of a Non-Qualified Stock Option prior to the third anniversary of the date the Bank opens for business, the Exercise Price per share shall be no less than the Fair Market Value. With respect to each grant of a Non-Qualified Stock Option after the third anniversary of the date the Bank opens for Business, the Exercise Price per share shall be no less than eighty-five percent (85%) of Fair Market Value. (b) OPTION TERM. The term of an Option shall be as specified in the applicable Stock Incentive Agreement; provided, however that any Incentive Stock Option granted to a Participant who is not an Over 10% Owner shall not be exercisable after the expiration of ten (10) years after the date the Option is granted and any Incentive Stock Option granted to an Over 10% Owner shall not be exercisable after the expiration of five (5) years after the date the Option is granted. (c) PAYMENT. Payment for all shares of Stock purchased pursuant to the exercise of an Option shall be made in cash, or if authorized by the Committee in the Stock Incentive Agreement or by amendment thereto, in a cashless exercise through a broker. In its discretion, the Committee also may authorize (at the time an Option is granted or thereafter) Company financing to assist the Participant as to payment of the Exercise Price on such terms as may be offered by the Committee in its discretion. Payment shall be made at the time that the Option or any part thereof is exercised, and no shares shall be issued or delivered upon exercise of an Option until full payment has been made by the Participant. The holder of an Option, as such, shall have none of the rights of a stockholder. 7

(d) CONDITIONS TO THE EXERCISE OF AN OPTION. Each Option granted under the Plan shall be exercisable by whom, at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part, including, without limitation, upon a Change in Control and may permit the Participant or any other designated person to exercise the Option, or any portion thereof, for all or part of the remaining Option term notwithstanding any provision of the Stock Incentive Agreement to the contrary. Notwithstanding the foregoing, no Option granted prior to the third anniversary of the date the Plan is adopted by the Board of Directors shall contain provisions which allow the Option to become vested and exercisable at a rate faster than in equal, annual one-third increments commencing with the first anniversary of the Option's grant date. (e) TERMINATION OF INCENTIVE STOCK OPTION STATUS. With respect to an Incentive Stock Option, in the event of the Termination of Service of a Participant, the Option's status as an Incentive Stock Option shall expire no later than three (3) months after the date of Termination of Service; provided, however, that in the case of a holder whose Termination of Service is due to death or Disability, up to one (1) year may be substituted for such three (3) month period. For purposes of this Subsection (e), Termination of Service of the Participant shall not be deemed to have occurred if the Participant is employed by another corporation (or a parent or subsidiary corporation of such other corporation) which has assumed the Incentive Stock Option of the Participant in a transaction to which Code Section 424(a) is applicable.

(d) CONDITIONS TO THE EXERCISE OF AN OPTION. Each Option granted under the Plan shall be exercisable by whom, at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Committee shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part, including, without limitation, upon a Change in Control and may permit the Participant or any other designated person to exercise the Option, or any portion thereof, for all or part of the remaining Option term notwithstanding any provision of the Stock Incentive Agreement to the contrary. Notwithstanding the foregoing, no Option granted prior to the third anniversary of the date the Plan is adopted by the Board of Directors shall contain provisions which allow the Option to become vested and exercisable at a rate faster than in equal, annual one-third increments commencing with the first anniversary of the Option's grant date. (e) TERMINATION OF INCENTIVE STOCK OPTION STATUS. With respect to an Incentive Stock Option, in the event of the Termination of Service of a Participant, the Option's status as an Incentive Stock Option shall expire no later than three (3) months after the date of Termination of Service; provided, however, that in the case of a holder whose Termination of Service is due to death or Disability, up to one (1) year may be substituted for such three (3) month period. For purposes of this Subsection (e), Termination of Service of the Participant shall not be deemed to have occurred if the Participant is employed by another corporation (or a parent or subsidiary corporation of such other corporation) which has assumed the Incentive Stock Option of the Participant in a transaction to which Code Section 424(a) is applicable. (f) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS. Notwithstanding anything to the contrary in this Section 3.2, any Option issued in substitution for an option previously issued by another entity, which substitution occurs in connection with a transaction to which Code Section 424(a) is applicable, may provide for an exercise price computed in accordance with such Code Section and the regulations thereunder and may contain such other terms and conditions as the Committee may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions (including the applicable vesting and termination provisions) as those contained in the previously issued option being replaced thereby. 3.3 TREATMENT OF AWARDS UPON TERMINATION OF SERVICE. Except as otherwise provided by Plan Section 3.2(e), any award under this Plan to a Participant who suffers a Termination of Service may be cancelled, accelerated, paid or continued, as provided in the Stock Incentive Agreement or, in the absence of such provision, as the Committee may determine. The portion of any award exercisable in the event of continuation or the amount of any payment due under a continued award may be adjusted by the Committee to reflect the Participant's period of service from the date of grant through the date of the Participant's Termination of Service or such other factors as the Committee determines are relevant to its decision to continue the award. 8

SECTION 4 RESTRICTIONS ON STOCK 4.1 ESCROW OF SHARES. Any certificates representing the shares of Stock issued under the Plan shall be issued in the Participant's name, but, if the Stock Incentive Agreement so provides, the shares of Stock shall be held by a custodian designated by the Committee (the "Custodian"). Each applicable Stock Incentive Agreement providing for transfer of shares of Stock to the Custodian shall appoint the Custodian as the attorney-in-fact for the Participant for the term specified in the applicable Stock Incentive Agreement, with full power and authority in the Participant's name, place and stead to transfer, assign and convey to the Company any shares of Stock held by the Custodian for such Participant, if the Participant forfeits the shares under the terms of the applicable Stock Incentive Agreement. During the period that the Custodian holds the shares subject to this Section, the Participant shall be entitled to all rights, except as provided in the applicable Stock Incentive Agreement, applicable to shares of Stock not so held. Any dividends declared on shares of Stock held by the Custodian shall, as the Committee may provide in the applicable Stock Incentive Agreement, be paid directly to the Participant or, in the alternative, be retained by the Custodian until the expiration of the term specified in the applicable Stock Incentive Agreement and shall then be delivered, together with any proceeds, with the shares of Stock to the Participant or to the Company, as applicable. 4.2 RESTRICTIONS ON TRANSFER. The Participant shall not have the right to make or permit to exist any

SECTION 4 RESTRICTIONS ON STOCK 4.1 ESCROW OF SHARES. Any certificates representing the shares of Stock issued under the Plan shall be issued in the Participant's name, but, if the Stock Incentive Agreement so provides, the shares of Stock shall be held by a custodian designated by the Committee (the "Custodian"). Each applicable Stock Incentive Agreement providing for transfer of shares of Stock to the Custodian shall appoint the Custodian as the attorney-in-fact for the Participant for the term specified in the applicable Stock Incentive Agreement, with full power and authority in the Participant's name, place and stead to transfer, assign and convey to the Company any shares of Stock held by the Custodian for such Participant, if the Participant forfeits the shares under the terms of the applicable Stock Incentive Agreement. During the period that the Custodian holds the shares subject to this Section, the Participant shall be entitled to all rights, except as provided in the applicable Stock Incentive Agreement, applicable to shares of Stock not so held. Any dividends declared on shares of Stock held by the Custodian shall, as the Committee may provide in the applicable Stock Incentive Agreement, be paid directly to the Participant or, in the alternative, be retained by the Custodian until the expiration of the term specified in the applicable Stock Incentive Agreement and shall then be delivered, together with any proceeds, with the shares of Stock to the Participant or to the Company, as applicable. 4.2 RESTRICTIONS ON TRANSFER. The Participant shall not have the right to make or permit to exist any Disposition of the shares of Stock issued pursuant to the Plan except as provided in the Plan or the applicable Stock Incentive Agreement. Any Disposition of the shares of Stock issued under the Plan by the Participant not made in accordance with the Plan or the applicable Stock Incentive Agreement shall be void. The Company shall not recognize, or have the duty to recognize, any Disposition not made in accordance with the Plan and the applicable Stock Incentive Agreement, and the shares so transferred shall continue to be bound by the Plan and the applicable Stock Incentive Agreement. SECTION 5 GENERAL PROVISIONS 5.1 WITHHOLDING. The Company shall deduct from all cash distributions under the Plan any taxes required to be withheld by federal, state or local government. Whenever the Company proposes or is required to issue or transfer shares of Stock under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy any federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such shares. A Participant may pay the withholding tax in cash, by tendering shares of Stock which have been owned by the holder for at least six (6) months prior to the date of exercise or, if the applicable Stock Incentive Agreement provides, a Participant may elect to have the number of shares of Stock he is to receive reduced by the smallest number of whole shares of Stock which, when multiplied by the Fair Market Value of the shares of Stock determined as of the Tax Date (defined below), is sufficient to satisfy federal, state and local, if any, withholding taxes arising from exercise or payment of a Stock Incentive (a "Withholding Election"). A Participant may make a Withholding Election only if both of the following conditions are met: 9

(a) The Withholding Election must be made on or prior to the date on which the amount of tax required to be withheld is determined (the "Tax Date") by executing and delivering to the Company a properly completed notice of Withholding Election as prescribed by the Committee; and (b) Any Withholding Election made will be irrevocable; however, the Committee may, in its sole discretion, disapprove and give no effect to the Withholding Election. 5.2 CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION. (a) The number of shares of Stock reserved for the grant of Options, the maximum number of shares of Stock for which Options may be granted to any individual during any calendar year, the number of shares of Stock reserved for issuance upon the exercise of each outstanding Option, and the Exercise Price of each outstanding Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock resulting from a subdivision or combination of shares or the payment of an ordinary stock dividend in shares of Stock to holders of outstanding shares of Stock or any other increase or decrease in the number of shares of

(a) The Withholding Election must be made on or prior to the date on which the amount of tax required to be withheld is determined (the "Tax Date") by executing and delivering to the Company a properly completed notice of Withholding Election as prescribed by the Committee; and (b) Any Withholding Election made will be irrevocable; however, the Committee may, in its sole discretion, disapprove and give no effect to the Withholding Election. 5.2 CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION. (a) The number of shares of Stock reserved for the grant of Options, the maximum number of shares of Stock for which Options may be granted to any individual during any calendar year, the number of shares of Stock reserved for issuance upon the exercise of each outstanding Option, and the Exercise Price of each outstanding Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock resulting from a subdivision or combination of shares or the payment of an ordinary stock dividend in shares of Stock to holders of outstanding shares of Stock or any other increase or decrease in the number of shares of Stock outstanding effected without receipt of consideration by the Company. (b) In the event of any merger, consolidation, extraordinary dividend (including a spin-off), reorganization or other change in the corporate structure of the Company or its Stock or tender offer for shares of Stock, the Committee, in its sole discretion, may make such adjustments with respect to awards and take such other action as it deems necessary or appropriate to reflect or in anticipation of such merger, consolidation, extraordinary dividend (including a spin-off), reorganization, other change in corporate structure or tender offer, including, without limitation, the assumption of other awards, the substitution of new awards, the termination or adjustment of outstanding awards (with or without the payment of any consideration), the acceleration of awards or the removal of restrictions on outstanding awards, all as may be provided in the applicable Stock Incentive Agreement or, if not expressly addressed therein, as the Committee subsequently may determine in the event of any such merger, consolidation, extraordinary dividend (including a spin-off), reorganization or other change in the corporate structure of the Company or its Stock or tender offer for shares of Stock. The Committee's general authority under this Section 5.2 is limited by and subject to all other express provisions of the Plan. Any adjustment pursuant to this Section 5.2 may provide, in the Committee's discretion, for the elimination without payment therefor of any fractional shares that might otherwise become subject to any Stock Incentive. (c) The existence of the Plan and the Stock Incentives granted pursuant to the Plan shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding. 10

5.3 CASH AWARDS. The Committee may, at any time and in its discretion, grant to any holder of a Stock Incentive the right to receive, at such times and in such amounts as determined by the Committee in its discretion, a cash amount which is intended to reimburse such person for all or a portion of the federal, state and local income taxes imposed upon such person as a consequence of the receipt of the Stock Incentive or the exercise of rights thereunder. 5.4 COMPLIANCE WITH CODE. All Incentive Stock Options to be granted hereunder are intended to comply with Code Section 422, and all provisions of the Plan and all Incentive Stock Options granted hereunder shall be construed in such manner as to effectuate that intent. 5.5 RIGHT TO TERMINATE SERVICE. Nothing in the Plan or in any Stock Incentive Agreement shall confer upon any Participant the right to continue as an officer, employee, director or organizer of the Company or affect the right of the Company to terminate the Participant's service at any time. 5.6 RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS. Each Stock Incentive is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing,

5.3 CASH AWARDS. The Committee may, at any time and in its discretion, grant to any holder of a Stock Incentive the right to receive, at such times and in such amounts as determined by the Committee in its discretion, a cash amount which is intended to reimburse such person for all or a portion of the federal, state and local income taxes imposed upon such person as a consequence of the receipt of the Stock Incentive or the exercise of rights thereunder. 5.4 COMPLIANCE WITH CODE. All Incentive Stock Options to be granted hereunder are intended to comply with Code Section 422, and all provisions of the Plan and all Incentive Stock Options granted hereunder shall be construed in such manner as to effectuate that intent. 5.5 RIGHT TO TERMINATE SERVICE. Nothing in the Plan or in any Stock Incentive Agreement shall confer upon any Participant the right to continue as an officer, employee, director or organizer of the Company or affect the right of the Company to terminate the Participant's service at any time. 5.6 RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS. Each Stock Incentive is subject to the condition that if at any time the Committee, in its discretion, shall determine that the listing, registration or qualification of the shares covered by such Stock Incentive upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the granting of such Stock Incentive or the purchase or delivery of shares thereunder, the delivery of any or all shares pursuant to such Stock Incentive may be withheld unless and until such listing, registration or qualification shall have been effected. If a registration statement is not in effect under the Securities Act of 1933 or any applicable state securities laws with respect to the shares of Stock purchasable or otherwise deliverable under Stock Incentives then outstanding, the Committee may require, as a condition of exercise of any Option or as a condition to any other delivery of Stock pursuant to a Stock Incentive, that the Participant or other recipient of a Stock Incentive represent, in writing, that the shares received pursuant to the Stock Incentive are being acquired for investment and not with a view to distribution and agree that the shares will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel that such disposition is exempt from such requirement under the Securities Act of 1933 and any applicable state securities laws. The Company may include on certificates representing shares delivered pursuant to a Stock Incentive such legends referring to the foregoing representations or restrictions or any other applicable restrictions on resale as the Company, in its discretion, shall deem appropriate. 5.7 NON-ALIENATION OF BENEFITS. Other than as specifically provided with regard to the death of a Participant, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; and any attempt to do so shall be void. No such benefit shall, prior to receipt by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant. 5.8 TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors at any time may amend or terminate the Plan without stockholder approval; provided, however, that the Board of Directors may condition any amendment on the approval of stockholders of the Company if such approval is necessary or advisable with respect to tax, securities or other 11

applicable laws. No such termination or amendment without the consent of the holder of a Stock Incentive shall adversely affect the rights of the Participant under such Stock Incentive. 5.9 STOCKHOLDER APPROVAL. The Plan must be submitted to the stockholders of the Company for their approval within twelve (12) months before or after the adoption of the Plan by the Board of Directors. If such approval is not obtained, any Stock Incentive granted hereunder will be void. 5.10 CHOICE OF LAW. The laws of the State of Tennessee shall govern the Plan, to the extent not preempted by federal law. IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of this ___ day of ___________________, 2000.

applicable laws. No such termination or amendment without the consent of the holder of a Stock Incentive shall adversely affect the rights of the Participant under such Stock Incentive. 5.9 STOCKHOLDER APPROVAL. The Plan must be submitted to the stockholders of the Company for their approval within twelve (12) months before or after the adoption of the Plan by the Board of Directors. If such approval is not obtained, any Stock Incentive granted hereunder will be void. 5.10 CHOICE OF LAW. The laws of the State of Tennessee shall govern the Plan, to the extent not preempted by federal law. IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of this ___ day of ___________________, 2000. PINNACLE FINANCIAL PARTNERS, INC. By: Title: ATTEST: Secretary [SEAL] 12

EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 19, 2000, accompanying the financial statements of Pinnacle Financial Partners, Inc. (a Tennessee corporation, a Company in the development stage and formerly TMP, Inc.) and reference to our Firm under the caption "Experts" included in this Form SB-2 Registration Statement and Prospectus, as amended on July 11, 2000.
/s/ ARTHUR ANDERSEN LLP Nashville, Tennessee

July 11, 2000

ARTICLE 9

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS

4 MOS DEC 31 2000 FEB 28 2000 JUN 30 2000 3,497 0 0 0 0 0 0 0

EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 19, 2000, accompanying the financial statements of Pinnacle Financial Partners, Inc. (a Tennessee corporation, a Company in the development stage and formerly TMP, Inc.) and reference to our Firm under the caption "Experts" included in this Form SB-2 Registration Statement and Prospectus, as amended on July 11, 2000.
/s/ ARTHUR ANDERSEN LLP Nashville, Tennessee

July 11, 2000

ARTICLE 9

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER INTEREST TOTAL INTEREST DEPOSIT INTEREST EXPENSE INTEREST INCOME NET LOAN LOSSES SECURITIES GAINS EXPENSE OTHER INCOME PRETAX INCOME PRE EXTRAORDINARY EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED YIELD ACTUAL LOANS NON LOANS PAST LOANS TROUBLED LOANS PROBLEM ALLOWANCE OPEN CHARGE OFFS

4 MOS DEC 31 2000 FEB 28 2000 JUN 30 2000 3,497 0 0 0 0 0 0 0 0 103,322 0 472,660 45,281 0 0 0 10 (414,619) 103,322 0 0 0 0 0 0 0 0 0 414,629 (414,629) (414,629) 0 0 (414,629) (414,629) (414,620) 0 0 0 0 0 0 0

ARTICLE 9

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER INTEREST TOTAL INTEREST DEPOSIT INTEREST EXPENSE INTEREST INCOME NET LOAN LOSSES SECURITIES GAINS EXPENSE OTHER INCOME PRETAX INCOME PRE EXTRAORDINARY EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED YIELD ACTUAL LOANS NON LOANS PAST LOANS TROUBLED LOANS PROBLEM ALLOWANCE OPEN CHARGE OFFS RECOVERIES ALLOWANCE CLOSE ALLOWANCE DOMESTIC ALLOWANCE FOREIGN ALLOWANCE UNALLOCATED

4 MOS DEC 31 2000 FEB 28 2000 JUN 30 2000 3,497 0 0 0 0 0 0 0 0 103,322 0 472,660 45,281 0 0 0 10 (414,619) 103,322 0 0 0 0 0 0 0 0 0 414,629 (414,629) (414,629) 0 0 (414,629) (414,629) (414,620) 0 0 0 0 0 0 0 0 0 0 0 0