**EXHIBIT 10.1**

Tennessee CommerceBancorp, Inc.

2007 Equity Plan

THIS PLAN is made this8th day of June, 2007, by Tennessee Commerce Bancorp, Inc., a Tennesseecorporation (the “Company”).

**ARTICLE I**

**PURPOSE AND EFFECTIVE DATE**

1.1           **Purpose.**The purpose of the Plan is to provide financial incentives forselected Employees and Non-Employee Directors, thereby promoting the long-termgrowth and financial success of the Company by (a) attracting and retainingEmployees and Non-Employee Directors of outstanding ability, (b) strengtheningthe Company’s capability to develop, maintain, and direct a competentmanagement team, (c) providing an effective means for selected Employees andNon-Employee Directors to acquire and maintain ownership of Company Stock, (d)motivating Employees to achieve long-range Performance Goals and objectives,and (e) providing incentive compensation opportunities competitive with peerfinancial institution holding companies.

1.2           **EffectiveDate and Expiration of Plan.**The Plan will be effective upon itsadoption by the Board and approval by affirmative vote of the Shareholdersrequired under applicable rules and procedures, including those prescribedunder Sections 162(m) and 422 of the Code and applicable NASDAQ rules.  Unless earlier terminated by the Boardpursuant to Section 12.2, the Plan shall terminate on the tenth anniversary ofits Effective Date.  No Award shall be made pursuant to the Plan afterits termination date, but Awards made prior to the termination date mayextend beyond that date.  Notwithstandingthe foregoing, no Incentive Stock Options may be granted more than ten yearsafter the earlier of (a) the adoption of this Plan by the Board or (b) theEffective Date.

**ARTICLE II**

**DEFINITIONS**

The following words and phrases, as used in the Plan,shall have the meanings set forth in this section.  When applying these definitions and any otherword, term or phrase used in this Plan, the form of any word, term or phrasewill include any and all of its other forms.

2.1           **Award**means, individually or collectively, any Option, SAR, RestrictedStock, Restricted Performance Stock, unrestricted Company Stock or PerformanceUnit Award.

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2.2           **AwardAgreement**means the written agreement between the Company and eachParticipant that describes the terms and conditions of each Award.  If there is a conflict between the terms ofthe Plan and the Award Agreement, the terms of the Plan will govern.

2.3           **Board**means the Board of Directors of the Company.

2.4**           Cause**withrespect to any Participant, means: (a) Gross negligence or gross neglect ofduties; or (b) Commission of a felony or of a gross misdemeanor involving moralturpitude in connection with the Participant’s employment or service, as thecase may be, with the Company or any of its Subsidiaries; or (c) Fraud,disloyalty, dishonesty or willful violation of any law or significant Companypolicy committed in connection with the Participant’s employment or provisionof services, as the case may be; or (d) Issuance of an order for removal of theParticipant by any agency which regulates the activities of the Company or anyof its Subsidiaries.  Any determinationof “Cause” under this Plan shall be made by the Committee in its solediscretion.

2.5           **Company**means Tennessee Commerce Bancorp, Inc. a Tennessee corporation.

2.6           **Company Director**means a non-employeemember of the Board.

2.7           **CompanyStock**means the Company’s common shares, with a $.50 par value pershare.

2.8**           Code**meansthe Internal Revenue Code of 1986, as amended or superseded after the EffectiveDate, and any applicable rulings or regulations issued thereunder.

2.9**           Committee**means theExecutive Officers of the Company, Arthur F. Helf, Michael R. Sapp, H. LamarCox and George W. Fort.

2.10         **Disability**means: (a) with respect to an Incentive Stock Option, “disabled” within themeaning of Section 22(e)(3) of the Code; (b) with respect to any Award subjectto Section 409A of the Code, “disabled” as defined under Section 409A of theCode; and (c) with respect to any Award not described in subsections (a) and(b) of this Section 2.10, a long-term disability as defined by the Company’s orSubsidiary’s group disability insurance plan, or any successor plan that isapplicable to such Participant at the time of his or her Termination.

2.11         **Effective Date**means the date onwhich the Plan is approved by the Shareholders of the Company, as provided inSection 1.2.

2.12         **Employee**means any person who, on any applicable date, is a common lawemployee of the Company or any Subsidiary. A worker who is classified as other than a common law employee but whois subsequently reclassified as a common law employee of the Company or anySubsidiary for any reason and on any basis will be treated as a common lawemployee only from the date that reclassification occurs and will notretroactively be reclassified as an Employee for any purpose of this Plan.

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2.13         **Exchange Act**means the SecuritiesExchange Act of 1934, as amended.

2.14         **Exercise Price**means the amount, if any, that a Participant must pay to exercise an Award (otherthan an Option).

2.15         **FairMarket Value**means, as of any specified date, an amount equal to thereported closing price on the specified date of a share of Company Stock onNASDAQ or any other established stock exchange or quotation system on which theCompany Stock is then listed or traded or, if no shares of Company Stock havebeen traded on such date, the closing price of a share of Company Stock onNASDAQ or such other established stock exchange or quotation system as reportedon the first day prior thereto on which shares of Company Stock were so traded.If the preceding sentence does not apply, Fair Market Value shall be determinedin good faith by the Committee using other reasonable means.

2.16         **FiscalYear**means the fiscal year of the Company, which is the 52- or53-week period ending on December 31.

2.17         **IncentiveStock Option**means an option within the meaning of Section 422 ofthe Code.

2.18         **Non-Employee Director**means either a Company Director or a Subsidiary Director.

2.19         **Nonqualified Stock Option**means anoption granted under the Plan other than an Incentive Stock Option.

2.20         **Option**means either a Nonqualified Stock Option or an Incentive StockOption to purchase Company Stock.

2.21         **OptionPrice**means the price at which Company Stock may be purchased underan Option.

2.22         **Participant**means an Employee or a Non-Employee Director to whom an Award hasbeen made under the Plan.

2.23         **PerformanceGoals**means goals established by the Committee pursuant to Section4.5.

2.24         **PerformancePeriod**means a period of time over which performance is measured.

2.25         **PerformanceUnit**means the unit of measure determined under Article IX by whichis expressed the value of a Performance Unit Award.

2.26         **PerformanceUnit Award**means an Award granted under Article IX.

2.27         **PersonalRepresentative**means the person or persons who, upon the death,Disability, or incompetency of a Participant, shall have acquired, by will orby the laws of descent and distribution or by other legal proceedings, theright to exercise an Option or SAR or the right to any Restricted Stock Awardor Performance Unit Award theretofore granted or made to such Participant.

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2.28         **Plan**meansthe Tennessee Commerce Bancorp 2007 Equity Plan.

2.29         **PredecessorPlans**means the Tennessee Commerce Bancorp, Inc. Stock Option Plan,and various stock option agreements between Tennessee Commerce Bank and certainindividuals.

2.30         **RestrictedPerformance Stock**means Company Stock subject to Performance Goals.

2.31**         RestrictedStock**means Company Stock subject to the terms and conditionsprovided in Article VI and including Restricted Performance Stock.

2.32         **RestrictedStock Award**means an Award granted under Article VI.

2.33**         RestrictionPeriod**means a period of time determined under Section 6.2 duringwhich Restricted Stock is subject to the terms and conditions provided inSection 6.3.

2.34         **Retirement**means any normal or early retirement by a Participant pursuant to the terms ofany pension plan or policy of the Company or any Subsidiary that is applicableto such Participant at the time of the Participant’s Termination.

2.35**         SAR**meansa stock appreciation right granted under Section 5.7.

2.36         **Shareholders**mean the shareholdersof the Company.

2.37         **Subsidiary**means a corporation or other entity the majority of the voting stockof which is owned directly or indirectly by the Company.

2.38         **Subsidiary Director**means a non-employee member of the board of directors of a Subsidiary who isnot also a Company Director.

2.39         **Termination**means a “separation from service” as defined under Section 409A of the Code.

**ARTICLE III**

**ADMINISTRATION**

3.1           **Committeeto Administer.**The Plan shall be administered by the Committee atthe request of the Board; provided, however, that the Board has the authorityupon the recommendation of the Committee to grant Awards to Company Directors.

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3.2                                 **Powers of Committee.**

(a)   TheCommittee and the Board shall have full power and authority to interpret andadminister the Plan and to establish and amend rules and regulations for itsadministration. Any action or decision by the Board or the Committee shall befinal, binding and conclusive with respect to the interpretation of the Planand any Award made under it.

(b)   Subject tothe provisions of the Plan, the Committee or the Board, as the case may be,shall have authority, in its discretion, to determine those Employees andNon-Employee Directors who shall receive an Award; the time or times when suchAward shall be made; the vesting schedule, if any, for the Award; and the typeof Award to be granted, the number of shares of Company Stock to be subject toeach Option and Restricted Stock Award, the value of each Performance Unit andall other terms and conditions of any Award.

(c)   TheCommittee or the Board, as the case may be, shall determine and set forth in anAward Agreement the terms of each Award, including such terms, restrictions,and provisions as shall be necessary to cause certain Options to qualify asIncentive Stock Options. The Committee or the Board, as the case may be, may correctany defect or supply any omission or reconcile any inconsistency in the Plan orin any Award Agreement, in such manner and to the extent the Committee or theBoard, as appropriate, shall determine in order to carry out the purposes ofthe Plan. The Committee or the Board, as the case may be, may, in itsdiscretion, accelerate (i) the date on which any Option or SAR may beexercised, (ii) the date of termination of the restrictions applicable to aRestricted Stock Award, or (iii) the end of a Performance Period under aPerformance Unit Award, if the Committee or the Board, as appropriate,determines that to do so will be in the best interests of the Company and theParticipants in the Plan.

**ARTICLE IV**

**AWARDS**

4.1           **Awards. **Awardsunder the Plan shall consist of Incentive Stock Options, Nonqualified StockOptions, SARs, Restricted Stock, Restricted Performance Stock, unrestrictedCompany Stock and Performance Units. All Awards shall be subject to the termsand conditions of the Plan and to such other terms and conditions consistentwith the Plan as the Committee or the Board, as the case may be, deemsappropriate. Awards under a particular section of the Plan need not be uniformand Awards under two or more sections may be combined in one Award Agreement. Anycombination of Awards may be granted at one time and on more than one occasionto the same Employee or Non-Employee Director. Awards of Performance Units andRestricted Performance Stock shall be earned solely upon attainment ofPerformance Goals and the Committee shall have no discretion to increase suchAwards.

4.2           **Eligibility for Awards. **An Award may be made to anyEmployee selected by the Committee. In making this selection and in determiningthe form and amount of the Award, the Committee may give consideration to thefunctions and responsibilities of the respective Employee, his or her presentand potential contributions to the success of the Company or any of itsSubsidiaries, the value of his or her services to the Company or any of itsSubsidiaries, and such other factors deemed relevant by the Committee.Non-Employee Directors are eligible to receive Awards pursuant to Article VII.

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4.3                                 **Shares Available Under the Plan.**

(a)           The Company Stock to be offered underthe Plan pursuant to Options, SARs, Performance Unit Awards, RestrictedPerformance Stock and Restricted Stock and unrestricted Company Stock Awardsmust be (i) Company Stock previously issued and outstanding and reacquired bythe Company or (ii) authorized but unissued Company Stock not reserved for anyother purpose. Subject to adjustment under Section 12.2, the number of sharesof Company Stock that may be issued pursuant to Awards under the Plan (the “Section 4.3 Limit”)****shall not exceed, in the aggregate, 1,000,000 shares.

(b)           Any shares of Company Stock subjectto Restricted Stock or unrestricted Company Stock Awards shall not exceed 50%of the total shares available under the Plan and the maximum number of sharesof Company Stock that may be issued subject to Incentive Stock Options is 1,000,000subject to adjustment under Section 12.1. The Section 4.3 Limit shall not have counted against it:  (i) the number of shares of Company Stocksubject to an Option or any other Award which is equal to the number of sharesof Company Stock tendered by a Participant to the Company in payment of theOption Price of such Option or the Exercise Price of such other Award, asapplicable; (ii) shares of Company Stock subject to an Award which for anyreason terminates by expiration, forfeiture, cancellation or otherwise withouthaving been exercised or paid; (iii) shares of Company Stock withheld from anyAward to satisfy a Participant’s tax withholding obligations or, if applicable,to pay the Option Price of an Option or the Exercise Price of any other Award;(iv) if an SAR is settled in whole or in part by the issuance of shares ofCompany Stock, the number of shares of Company Stock which represents thedifference between (A) the number of shares of Company Stock which remainsubject to such SAR on the date of such settlement and (B) the number of sharesof Company Stock actually issued upon settlement of such SAR; or (v) the numberof shares of Company Stock subject to an Option which is equal to the number ofshares of Common Stock acquired by the Company on the open market using thecash proceeds received by the Company from the exercise of such Option;provided, however, that such number of shares of Company Stock shall in noevent be greater than the number which is determined by dividing (A) the amountof cash proceeds received by the Company from the Participant upon the exerciseof such Option by (B) the Fair Market Value of a share of the Company Stock onthe date of exercise of such Option.

(c)           No awards shall be granted under anyPredecessor Plan on and after the date on which the Plan is approved by theShareholders.

4.4**           Limitationon Awards.**The maximum number of shares of Company Stock subject to,Restricted Stock and Performance Units awarded to any Employee with respect toa Performance Period or Restriction Period may not exceed 1,000,000 shares ofCompany Stock for each Fiscal Year included in such Performance Period orRestriction Period.  The maximum numberof shares of Common Stock for which Options or SARs may be granted to anyParticipant in any one Fiscal Year shall not exceed 1,000,000 subject toadjustment under Section 12.1.

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4.5**           GeneralPerformance Goals.**

(a)           PerformanceGoals relating to the payment or vesting of an Award that is intended toqualify as “performance-based compensation” under Section 162(m) of the Codewill be comprised of one or more of the following performance criteria as theCommittee may deem appropriate:
| (i)     |   | Earnings per  share (actual or targeted growth);                                                                                           |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)    |   | Net income after  capital costs;                                                                                                           |
| (iii)   |   | Net income  (before or after taxes);                                                                                                       |
| (iv)    |   | Return measures  (including, but not limited to, return on average assets, risk-adjusted  return on capital, or return on average equity); |
| (v)     |   | Efficiency  ratio;                                                                                                                         |
| (vi)    |   | Full-time  equivalency control;                                                                                                            |
| (vii)   |   | Stock price  (including, but not limited to, growth measures and total shareholder  return);                                               |
| (viii)  |   | Noninterest  income compared to net interest income ratio;                                                                                 |
| (ix)    |   | Expense targets;                                                                                                                           |
| (x)     |   | Operating  efficiency;                                                                                                                     |
| (xi)    |   | EVA®;                                                                                                                                 |
| (xii)   |   | Credit quality  measures;                                                                                                                  |
| (xiii)  |   | Customer  satisfaction measures;                                                                                                           |
| (xiv)   |   | Loan growth;                                                                                                                               |
| (xv)    |   | Deposit growth;                                                                                                                            |
| (xvi)   |   | Net interest  margin;                                                                                                                      |
| (xvii)  |   | Fee income;                                                                                                                                |
| (xviii) |   | Operating  expense and                                                                                                                     |
| (xix)   |   | Asset growth.                                                                                                                              |

 

(b)           For any Awards not intended toqualify as “performance-based compensation” under Section 162(m) of the Code,the Committee may establish Performance Goals based on the performance criterialisted in Section 4.5(a) or other performance criteria as it deems appropriate.

(c)           Any of the performance criterialisted in Section 4.5(a) may be applied solely with reference to the Companyand/or any Subsidiary or relatively between the Company and/or any Subsidiaryand one or more unrelated entities.  Inaddition, different performance criteria may be applied to individualParticipants or to groups of Participants and, as specified by the Committee,may be based on results achieved (i) separately by the Company or anySubsidiary, (ii) any combination of the Company and the Subsidiaries or (iii)any combination of business units or divisions of the Company and theSubsidiaries.

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(d)           With respect to each PerformancePeriod, the Committee will establish the Performance Goals in writing no laterthan the earlier of (i) 90 days after the beginning of the Performance Periodor (ii) expiration of 25 percent of the Performance Period.

(e)           Except as otherwise provided in thePlan or the Award Agreement, as of the end of each Performance Period, theCommittee will certify in writing the extent to which a Participant has or hasnot met the Participant’s Performance Goal. To the extent permitted under Section 162(m) of the Code, if applicable,the Committee may disregard or offset the effect of any special charges orgains or cumulative effect of a change in accounting in determining theattainment of Performance Goals.

(f)            To the extent permitted underSection 162(m) of the Code, if applicable, the Committee shall make (i)appropriate adjustments to performance criteria to reflect the effect on anyperformance criteria of any stock dividend or stock split affecting CompanyStock, recapitalization, merger, consolidation, combination, spin-off,distribution of assets to Shareholders, exchange of shares or similar corporatechange and (ii) similar adjustments to any portion of performance criteria thatis not based on Company Stock but which is affected by an event having aneffect similar to those just described.

**ARTICLE V**

**OPTIONS AND STOCK APPRECIATION RIGHTS**

5.1**           Awardof Options. **The Committeemay, from time to time, and on such terms and conditions as the Committee mayprescribe, award (a) Incentive Stock Options, subject to Section 5.5, to anyeligible Employee of the Company or any parent or subsidiary corporation (aspermitted under Sections 422 and 424 of the Code) and (b) Nonqualified StockOptions to any Employee.

5.2           **Periodof Option.**

(a)           An Option granted under the Planshall be exercisable only in accordance with the vesting schedule approved bythe Committee. The Committee may in its discretion prescribe additionalconditions, restrictions or terms on the vesting of an Option, including thefull or partial attainment of Performance Goals pursuant to Section 4.5. Afterthe Option vests, the Option may be exercised at any time during the term ofthe Option, in whole or in installments, as specified in the related AwardAgreement.  Subject to Article X andexcept as provided in Section 5.5, the duration of each Option shall not bemore than ten years from the date of grant.

(b)           Except as provided in Article X, aParticipant may not exercise an Option unless such Participant is then, andcontinually (except for sick leave, military service, or other approved leaveof absence) after the grant of the Option has been, an Employee or Non-EmployeeDirector.

5.3           **Award Agreement.**Each Option shall beevidenced by an Award Agreement. The Award Agreement shall specify whether theOption is intended to be an Incentive Stock Option or a Nonqualified StockOption.

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5.4           **OptionPrice, Exercise and Payment.**

(a)           Exceptas provided in Section 5.5, the Option Price of Company Stock under each Optionshall be determined by the Committee but shall be a price not less than 100percent of the Fair Market Value of Company Stock at the date such Option isgranted.

(b)           Subject to Section 12.2, theCommittee may not (i) amend an Option to reduce its Option Price, (ii) cancelan Option and regrant an Option with a lower Option Price than the originalOption Price of the cancelled Option, or (iii) take any other action (whetherin the form of an amendment, cancellation or replacement grant) that has theeffect of “repricing” an Option, as defined under applicable NASDAQ rules orthe rules of the established stock exchange or quotation system on which theCompany Stock is then listed or traded.

(c)           Vested Options may be exercised fromtime to time by giving written notice to the Chief Financial Officer of theCompany or his or her designee, specifying the number of shares to bepurchased. The notice of exercise shall be accompanied by payment in full ofthe Option Price in cash or the Option Price may be paid in whole or in partthrough the transfer to the Company of shares of Company Stock in accordancewith procedures established by the Committee from time to time. In addition, inaccordance with the rules and procedures established by the Committee for thispurpose, an Option may also be exercised through a cashless exercise procedureinvolving a broker or dealer, that affords Participants the opportunity to sellimmediately some or all of the shares underlying the exercised portion of theOption in order to generate sufficient cash to pay the Option Price and/or tosatisfy withholding tax obligations related to the Option.

(d)           In the event such Option Price ispaid, in whole or in part, with shares of Company Stock, the portion of theOption Price so paid shall be equal to the value, as of the date of exercise ofthe Option, of such shares. The value of such shares shall be equal to thenumber of such shares multiplied by the Fair Market Value of such shares on thetrading day coincident with the date of exercise of such Option (or theimmediately preceding trading day if the date of exercise is not a tradingday). The Company shall not issue or transfer Company Stock upon exercise of anOption until the Option Price is fully paid.

5.5           **Limitationson Incentive Stock Options.** Each provision of the Plan and each Award Agreement relating to anIncentive Stock Option shall be construed so that each Incentive Stock Optionshall be an incentive stock option as defined in Section 422 of the Code, andany provisions of the Award Agreement thereof that cannot be so construed shallbe disregarded.  No Incentive StockOption may be granted to any Employee who, at the time of such grant, ownsstock possessing more than 10 percent of the total combined voting power of allclasses of stock of the Company or of its parent or subsidiary corporation (asdetermined under Sections 422 and 424 of the Code), unless (a) the Option Pricefor such Incentive Stock Option is at least 110 percent of the Fair MarketValue of a share of Company Stock on the date the Incentive Stock Option isgranted and (b) such Incentive Stock Option may not be exercised more than fiveyears after it is granted. Notwithstanding anything in the Plan to the contrary, to the extentrequired by the Code, the exercise of Incentive Stock Options granted under thePlan shall be subject to the $100,000 calendar year limit as set forth inSection 422 of the Code; provided that, to the extent any grant exceeds such$100,000 calendar year limit, the portion of such granted Option shall bedeemed a Nonqualified Stock Option in accordance with Section 422 of the Code.

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5.6           **Rights and Privileges.**A Participant shallhave no rights as a Shareholder with respect to any shares of Company Stockcovered by an Option until the issuance of such shares to the Participant.

5.7           **Awardof SARs.**

(a)           The Committee may, from time to time,and on such terms and conditions as the Committee may prescribe, award SARs to anyEmployee.

(b)           A SAR shall represent the right toreceive payment of an amount equal to (i) the amount by which the Fair MarketValue of one share of Company Stock on the trading day immediately precedingthe date of exercise of the SAR exceeds the Exercise Price multiplied by (ii)the number of shares covered by the SAR. Payment of the amount to which a Participant is entitled upon theexercise of a SAR shall be made in cash, Company Stock, or partly in cash and partlyin Company Stock at the discretion of the Committee.  The shares shall be valued at their FairMarket Value on the date of exercise.

(c)           SARs awarded under the Plan shall beevidenced by an Award Agreement between the Company and the Participant.

(d)           The Committee may prescribeconditions and limitations on the exercise of any SAR. SARs may be exercisedonly when the Fair Market Value of a share of Company Stock exceeds theExercise Price.

(e)           A SAR shall be exercisable only bywritten notice to the Chief Financial Officer of the Company**,** or his or her designee.

(f)            To the extent not previouslyexercised, all SARs shall automatically be exercised on the last trading dayprior to their expiration, so long as the Fair Market Value of a share ofCompany Stock exceeds the Exercise Price, unless prior to such day the holderinstructs the Chief Financial Officer otherwise in writing.

(g)           Subject to Article X, each SAR shallexpire on a date determined by the Committee at the time of grant.

## **ARTICLE VI**

**RESTRICTED STOCK**

6.1           **Awardof Restricted Stock.**The Committee may make a Restricted Stock Awardto any Employee, subject to this Article VI and to such other terms andconditions as the Committee may prescribe.

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6.2           **RestrictionPeriod.**At the time of making a Restricted Stock Award, theCommittee shall establish the Restriction Period applicable to such Award. TheCommittee may establish different Restriction Periods from time to time andeach Restricted Stock Award may have a different Restriction Period, in thediscretion of the Committee. Restriction Periods, when established for aRestricted Stock Award, shall not be changed except as permitted by Section6.3.

6.3           **OtherTerms and Conditions.**Company Stock, when awarded pursuant to aRestricted Stock Award, will be represented in a book entry account in the nameof the Participant who receives the Restricted Stock Award. The Participantshall be entitled to receive dividends during the Restriction Period and shallhave the right to vote such Restricted Stock and shall have all otherShareholder rights, with the exception that (i) unless otherwise provided bythe Committee, if any dividends are paid in shares of Company Stock, thoseshares will be subject to the same restrictions as the shares of RestrictedStock with respect to which they were issued, (ii) the Participant will not beentitled to delivery of any stock certificate evidencing the Company Stockunderlying the Restricted Stock Award during the Restriction Period, (iii) theCompany will retain custody of the Restricted Stock during the RestrictionPeriod, and (iv) a breach of a restriction or a breach of the terms andconditions established by the Committee pursuant to the Restricted Stock Awardwill cause a forfeiture of the Restricted Stock Award. The Committee may, inaddition, prescribe additional restrictions, terms, or conditions upon or tothe Restricted Stock Award including the attainment of Performance Goals inaccordance with Section 4.5.

6.4           **RestrictedStock Award Agreement.**Each Restricted Stock Award shall beevidenced by an Award Agreement.

6.5           **Paymentfor Restricted Stock.**Restricted Stock Awards may be made by theCommittee under which the Participant shall not be required to make any paymentfor the Company Stock or, in the alternative, under which the Participant, as acondition to the Restricted Stock Award, shall pay all (or any lesser amountthan all) of the Fair Market Value of the Company Stock, determined as of thedate the Restricted Stock Award is made. If the latter, such purchase priceshall be paid in cash as provided in the Award Agreement.

**ARTICLE VII**

**AWARDS FOR NON-EMPLOYEE DIRECTORS**

7.1           **Awardsto Non-Employee Directors.**Uponthe recommendation of the Committee, the Board shall determine allAwards to Company Directors and the Committee shall determine all Awards toSubsidiary Directors. The Board or the Committee, as the case may be, retainsthe discretionary authority to make Awards to Non-Employee Directors and anytype of Award (other than Incentive Stock Options) may be granted toNon-Employee Directors under this Plan. All such Awards shall be subject to theterms and conditions of the Plan and to such other terms and conditionsconsistent with the Plan as the Board or the Committee, as the case may be,deems appropriate.

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7.2           **NoRight to Continuance as a Director.**None of the actions of theCompany in establishing the Plan, the actions taken by the Company, the Board,or the Committee under the Plan, or the granting of any Award under the Planshall be deemed (i) to create any obligation on the part of the Board or theboard of directors of the applicable Subsidiary to nominate any Non-EmployeeDirector for reelection or (ii) to be evidence of any agreement orunderstanding, express or implied, that the Non-Employee Director has a rightto continue as a Non-Employee Director for any period of time or at anyparticular rate of compensation.

**ARTICLE VIII**

**UNRESTRICTED COMPANY STOCK AWARDS FOREMPLOYEES**

8.1           The Committee may make awards ofunrestricted Company Stock to Employees on such terms and conditions as theCommittee may prescribe.

**ARTICLE IX**

**AWARD OF PERFORMANCE UNITS**

9.1           **Award of Performance Units.**The Committeemay award Performance Units to any Employee. Each Performance Unit shallrepresent the right of a Participant to receive an amount equal to the value ofthe Performance Unit, determined in the manner established by the Committee atthe time of Award.

9.2           **PerformancePeriod.**At the time of each Performance Unit Award, the Committeeshall establish, with respect to each such Award, a Performance Period duringwhich performance shall be measured. Theremay be more than one Performance Unit Award in existence at any onetime, and Performance Periods may differ.

9.3           **PerformanceMeasures.**Performance Units shall be awarded to a Participant andearned contingent upon the attainment of Performance Goals in accordance withSection 4.5.

9.4           **PerformanceUnit Value.**Each Performance Unit shall have a maximum dollar valueestablished by the Committee at the time of the Award. Performance Units earnedwill be determined by the Committee in respect of a Performance Period inrelation to the degree of attainment of Performance Goals. The measure of aPerformance Unit may, in the discretion of the Committee, be equal to the FairMarket Value of one share of Company Stock.

9.5           **AwardCriteria.**In determining the number of Performance Units to begranted to any Participant, the Committee shall take into account theParticipant’s responsibility level, performance, potential, cash compensationlevel, other incentive awards, and such other considerations as it deemsappropriate.

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9.6**           Payment.**

(a)           Following the end of the applicablePerformance Period, a Participant holding Performance Units will be entitled toreceive payment of an amount, not exceeding the maximum value of thePerformance Units, based on the achievement of the Performance Goals for suchPerformance Period, as determined by the Committee.

(b)           Awards may be paid in cash or stock,or any combination thereof, as determined by the Committee. Payment shall bemade in a lump sum or in installments and shall be subject to such other termsand conditions as shall be determined by the Committee.

9.7           **PerformanceUnit Award Agreements. **EachPerformance Unit Award shall be evidenced by an Award Agreement.

**ARTICLE X**

**GENERAL TERMINATION PROVISIONS**

10.1         **Termination.**Subject to Article XI and unless otherwise specified in theapplicable Award Agreement, the following provisions will govern the treatmentof a Participant’s outstanding Awards following a Participant’s Termination.

(a)           If the Participant’s Termination isdue to death, Disability or Retirement, all of the Participant’s outstandingOptions, SARs or Restricted Stock Awards shall become fully vested and, ifapplicable, exercisable.  Upon theParticipant’s Termination for any other reason, any Awards that are not vestedand/or exercisable on the date of such Termination will immediately terminateand be of no further force and effect.

(b)           If the Participant Terminates for anyreason other than (i) death, (ii) Disability, (iii) Retirement or (iv)discharge for Cause, such Participant’s outstanding SARs or Options may beexercised at any time within three months after such Termination, to the extentof the number of shares covered by such Options or SARs which are exercisableat the date of such Termination; except that an Option or SAR shall not beexercisable on any date beyond the expiration date of such Option or SAR.

(c)           Upon a Termination for Cause, anyOptions or SARs held by the Participant (whether or not then exercisable) shallexpire and any rights thereunder shall terminate immediately.  Any non-vested Restricted Stock Awards ofsuch Participant shall immediately be forfeited and any rights thereunder shallterminate.

(d)           Upon a Termination due to the Participant’sdeath, any SARs or Options that are then exercisable may be exercised by theParticipant’s Personal Representative at any time before the earlier of (i) oneyear after the Participant’s death or (ii) the expiration date of the Award.

(e)           Upon a Termination due to theParticipant’s Disability or Retirement, any SARs or Options that are thenexercisable may be exercised by the Participant at any time before the earlierof (i) one year after the date of such Termination or (ii) the expiration dateof the Award; provided, however, that an Option which is intended to qualify asan Incentive Stock Option will only be treated as such to the extent itcomplies with the requirements of Section 422 of the Code.

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(f)            If a Participant who Terminates dueto Retirement dies prior to exercising all of his or her outstanding Options orSARs, then such Options or SARs may be exercised by the Participant’s PersonalRepresentative at any time before the earlier of (i) one year after theParticipant’s death or (ii) the expiration date of the Award; provided,however, that, an Option which is intended to qualify as an Incentive StockOption will only be treated as such to the extent it complies with therequirements of Section 422 of the Code.

(g)           Subject to Article XI, a PerformanceUnit Award shall terminate for all purposes if the Participant Terminates atany time during the applicable Performance Period, except as may otherwise bedetermined by the Committee.  In theevent that a Participant holding a Performance Unit Terminates following theend of the applicable Performance Period but prior to full payment according tothe terms of the Performance Unit Award, the Performance Unit Award shallterminate except when the termination event is due to death, Disability orRetirement.

**ARTICLE XI**

**CHANGE IN CONTROL OF THE COMPANY**

11.1         **ContraryProvisions. **Notwithstandinganything contained in the Plan to the contrary, the provisions of this ArticleXI shall govern and supersede any inconsistent terms or provisions of the Plan.

11.2**         Definitions**

a)             **Changein Control**.  For purposes ofthis Plan, Change in Control shall mean a change in the ownership or effectivecontrol of the Company or in the ownership of a substantial portion of theassets of the Company (within the meaning of Section 409A of the Code).  A“Change in Control” shall be deemed to have occurred if:

(i)            anyone person or entity, or more than one person or entity acting as a group,acquires ownership of stock of the Company constituting more than 50% ofthe total voting power of the Company;

(ii)           amerger or consolidation where the holders of the voting stock ofthe Company immediately prior to the effective date of such merger orconsolidation own less than 50% of the voting stock of the entity survivingsuch merger or consolidation; or

(iii)          anyone person or entity or more than one person or entity acting as a group,acquires assets from the Company that have a total fair market valuegreater than 50% of the total fair market value of all of the Company’sassets immediately before the acquisition or acquisitions; provided, however,that transfers of assets which otherwise would satisfy the requirements of thissubsection (iii) will not be treated as an acquisition of such assets if theassets are transferred to:

(A) any entity, 50% or more of the totalvalue or voting power of which is owned, directly or indirectly bythe Company;

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(B)  any person or entity, or morethan one person or entity acting as a group, that owns, directly or indirectly,50% or more of the total value or voting power of all of the outstanding stockof the Company; or

(C)  any entity, as least 50% of thetotal value or voting power of which is owned, directly or indirectly, by aperson who owns, directly or indirectly, 50% or more of the total value orvoting power of all the outstanding capital stock of the Company.

Notwithstanding the foregoing, a Change in Controlshall not be deemed to have occurred solely as a result of any transaction orreorganization undertaken for the primary purpose of implementing a change injurisdiction or charter of the Company. For purposes of this Agreement, an “affiliate” of, or a person(s) “affiliatedwith” a specified person(s), is a person that, directly or indirectly, throughone or more intermediaries, controls, or is controlled by, or is under commoncontrol with, the person(s) specified.

11.3         **Effectof Change in Control on Certain Awards.**

(a)           If the Company is not the survivingcorporation following a Change in Control, and the surviving corporation followingsuch Change in Control or the acquiring corporation (such surviving corporationor acquiring corporation is hereinafter referred to as the “Acquiror”) does notassume the outstanding Options, SARs, Restricted Stock, Restricted PerformanceStock or Performance Units or does not substitute equivalent equity awardsrelating to the securities of such Acquiror or its affiliates for such Awards,then all such Awards shall become immediately and fully exercisable (or in thecase of Restricted Stock, fully vested and all restrictions will immediatelylapse). In the case of Restricted Performance Stock and Performance Units, thetarget payout opportunities under all outstanding Awards of RestrictedPerformance Stock and Performance Units shall be deemed to have been fullyearned based on targeted performance being attained as of the effective date ofthe Change in Control. In addition, the Board or its designee may, in its solediscretion, provide for a cash payment to be made to each Participant for theoutstanding Options, Restricted Stock, Restricted Performance Stock, SARs orPerformance Units upon the consummation of the Change in Control, determined onthe basis of the fair market value that would be received in such Change inControl by the holders of the Company’s securities relating to such Awards.Notwithstanding the foregoing, any Option intended to be an Incentive StockOption under Section 422 of the Code shall be adjusted in a manner to preservesuch status.

(b)           If the Company is the survivingcorporation following a Change in Control, or the Acquiror assumes theoutstanding Options, SARs, Restricted Stock, Restricted Performance Stock orPerformance Units or substitutes equivalent equity awards relating to thesecurities of such Acquiror or its affiliates for such Awards, then all suchAwards or such substitutes therefor shall remain outstanding and be governed bytheir respective terms and the provisions of the Plan.

(c)           If (i) a Participant Terminateswithout Cause within twenty-four (24) months following a Change in Control, and(ii) the Company is the surviving corporation following such Change in Control,or the Acquiror assumes the outstanding Options, SARs, Restricted Stock,Restricted Performance Stock or Performance Units or substitutes equivalentequity awards relating to the securities of such Acquiror or its affiliates forsuch Awards, then all outstanding Options, SARs, Restricted Stock, RestrictedPerformance Stock or Performance Units shall become immediately and fullyexercisable (or in the case of Restricted Stock, fully vested and allrestrictions will immediately lapse). In the case of Restricted PerformanceStock and Performance Units, the target payout opportunities under alloutstanding Awards of Restricted Performance Stock and Performance Units shallbe deemed to have been fully earned based on targeted performance beingattained.

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(d)           If (i) the employment of aParticipant with the Company and its Subsidiaries is terminated for Causewithin twenty-four (24) months following a Change in Control and (ii) theCompany is the surviving corporation following such Change in Control, or theAcquiror assumes the outstanding Options, SARs, Restricted Stock, RestrictedPerformance Stock, or Performance Units or substitutes equivalent equity awardsrelating to the securities of such Acquiror or its affiliates for such Awards,then any Options or SARs of such Participant shall expire, and any non-vestedRestricted Stock, Restricted Performance Stock or Performance Units shall beforfeited, and any rights under such Awards shall terminate immediately.

(e)           OutstandingOptions or SARs which vest in accordance with Section 11.3, may be exercised bythe Participant in accordance with Article X; provided, however, that aParticipant whose Options or SARs become exercisable in accordance with Section11.3(c) may exercise such Options or SARs at any time within one year aftersuch Termination, except that an Option or SAR shall not be exercisable on any date beyond the expiration date of suchOption or SAR.

In theevent of a Participant’s death after such Termination, the exercise of Optionsand SARs shall be treated in the same manner as determined for retirement inSection 10.1(e).

11.4         **Amendment or Termination. **This Article XI shall not beamended or terminated at any time if any such amendment or termination wouldadversely affect the rights of any Participant under the Plan.

**ARTICLE XII**

### **MISCELLANEOUSPROVISIONS**

12.1         **AdjustmentsUpon Changes in Stock.**In case of any reorganization,recapitalization, reclassification, stock split, stock dividend, distribution,combination of shares, merger, consolidation, rights offering, or any otherchanges in the corporate structure or shares of the Company, appropriateadjustments may be made by the Committee or the Board, as the case may be, (orif the Company is not the surviving corporation in any such transaction, theboard of directors of the surviving corporation) in the aggregate number andkind of shares subject to the Plan, and the number and kind of shares and theOption Price per share subject to outstanding Options or which may be issuedunder outstanding Restricted Stock Awards or pursuant to unrestricted CompanyStock Awards. Appropriate adjustments may also be made by the Committee or theBoard, as the case may be, in the terms of any Awards under the Plan, subjectto Article XI, to reflect such changes and to modify any other terms ofoutstanding Awards on an equitable basis. Any such adjustments made by theCommittee or the Board pursuant to this Section 12.1 shall be conclusive andbinding for all purposes under the Plan.

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12.2         **Amendment,Suspension, and Termination of Plan.**

(a)           The Board may suspend or terminatethe Plan or any portion thereof at any time, and may amend the Plan from timeto time in such respects as the Board may deem advisable in order that anyAwards thereunder shall conform to any change in applicable laws or regulationsor in any other respect the Board may deem to be in the best interests of theCompany; provided, however, that no such amendment shall, without approval, (i)except as provided in Section 12.1, increase the number of shares of CompanyStock which may be issued under the Plan, (ii) expand the types of awardsavailable to Participants under the Plan, (iii) materially expand the class ofemployees eligible to participate in the Plan, (iv) materially change themethod of determining the Option Price of Options; (v) delete or limit theprovision in Section 5.4 prohibiting the repricing of Options; (vi) extend thetermination date of the Plan or (vii) be made to the extent that Shareholderapproval is required to satisfy applicable law, regulation or any securitiesstock exchange, market or other quotation system on or through which theCompany Stock is listed or traded. No such amendment, suspension, ortermination shall materially adversely alter or impair any outstanding Options,SARs, shares of Restricted Stock, or Performance Units without the consent ofthe Participant affected thereby.

(b)           The Committee may amend or modify anyoutstanding Options, SARs, Restricted Stock Awards, or Performance Unit Awardsin any manner to the extent that the Committee would have had the authorityunder the Plan initially to award such Options, SARs, Restricted Stock Awards,or Performance Unit Awards as so modified or amended, including withoutlimitation, to change the date or dates as of which such Options or SARs may beexercised, to remove the restrictions on shares of Restricted Stock, or tomodify the manner in which Performance Units are determined and paid.

(c)           Notwithstanding the foregoing, thePlan and any Award Agreements may be amended without any additionalconsideration to affected Participants to the extent necessary to comply with,or avoid penalties under, Section 409A of the Code, even if those amendmentsreduce, restrict or eliminate rights granted prior to such amendments.

12.3         **NonuniformDeterminations.**The Committee’s (or, if applicable, the Board’s)determinations under the Plan, including without limitation, (a) thedetermination of the Employees and Non-Employee Directors to receive Awards,(b) the form, amount, and timing of any Awards, (c) the terms and provisions ofany Awards and (d) the Award Agreements evidencing the same, need not beuniform and may be made by it selectively among Employees and/or Non-EmployeeDirectors who receive, or who are eligible to receive, Awards under the Plan,whether or not such Employees and/or Non-Employee Directors are similarlysituated.

12.4         **GeneralRestriction.**Each Award under the Plan shall be subject to thecondition that, if at any time the Committee shall determine that (a) thelisting, registration, or qualification of the shares of Company Stock subjector related thereto upon NASDAQ or any other established stock exchange, marketor quotation system or under any state or federal law, (b) the consent orapproval of any government or regulatory body, or (c) an agreement by theParticipant with respect thereto, is necessary or desirable, then such Awardshall not become exercisable in whole or in part unless such listing,registration, qualification, consent, approval, or agreement shall have beeneffected or obtained free of any conditions not acceptable to the Committee.

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12.5         **NoRight To Employment.**None of the actions of the Company inestablishing the Plan, the actions taken by the Company, the Board or theCommittee under the Plan, or the granting of any Award under the Plan shall bedeemed (a) to create any obligation on the part of the Company or anySubsidiary to retain any person in the employ of, or continue the provision ofservices to, the Company or any Subsidiary, or (b) to be evidence of anyagreement or understanding, express or implied, that the person has a right tocontinue as an employee for any period of time or at any particular rate ofcompensation.

12.6         **GoverningLaw.**The provisions of the Plan shall take precedence over anyconflicting provision contained in an AwardAgreement. All matters relating to the Plan or to Awards grantedhereunder shall be governed by and construed in accordance with the laws of theState of Tennessee without regard to the principles of conflict of laws.

12.7         **TrustArrangement.**All benefits under the Plan represent an unsecuredpromise to pay by the Company. The Plan shall be unfunded and the benefitshereunder shall be paid only from the general assets of the Company resultingin the Participants having no greater rights than the Company’s generalcreditors; provided, however, nothing herein shall prevent or prohibit the Companyfrom establishing a trust or other arrangement for the purpose of providing forthe payment of the benefits payable under the Plan.

12.8         **Indemnificationof Board and Committee.**Indemnification of the members of the Boardand/or the members of the Committee shall be in accordance with the Code ofRegulations of the Company as amended by the Shareholders from time to time.

12.9         **No Impact on Benefits.**  Awards are not compensation for purposes ofcalculating a Participant’s rights under any employee benefit plan that doesnot specifically require the inclusion of Awards in calculating benefits.

12.10       **Beneficiary Designation**.  Each Participant may name a beneficiary orbeneficiaries to receive or exercise any vested Award that is unpaid orunexercised at the Participant’s death. Unless otherwise provided in the beneficiary designation, eachdesignation will revoke all prior designations made by the same Participant,must be made on a form prescribed by the Committee and will be effective onlywhen filed in writing with the Committee. If a Participant has not made an effective beneficiary designation, thedeceased Participant’s beneficiary will be the Participant’s surviving spouseor, if none, the deceased Participant’s estate. The identity of a Participant’s designated beneficiary will be basedonly on the information included in the latest beneficiary designation formcompleted by the Participant and will not be inferred from any other evidence.

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12.11       **Tax Withholding**.  The Company shall have the power and theright to deduct or withhold, or require a Participant to remit to the Company,the minimum statutory amount to satisfy federal, state and local taxes requiredby law or regulation to be withheld with respect to any taxable event arisingas a result of the Plan.  With respect towithholding required upon any taxable event arising as a result of an Awardgranted hereunder, a Participant may elect, subject to the approval of theCommittee, to satisfy the withholding requirement, in whole or in part, byhaving the Company withhold shares of Company Stock having a Fair Market Valueon the date the tax is to be determined equal to the minimum statutory totaltax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing and signed bythe Participant, and shall be subject to any restrictions or limitations thatthe Committee, in its sole discretion, deems appropriate.

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