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E xhibit 10.2
 First Commerce Bank  Supplemental Executive Retirement Plan
 RECITALS:
    ARTICLE I
GENERAL
 1.1
    
    Purpose of the Plan. The purpose of this Plan is to reward certain management and highly
compensated employees of the Employer who have contributed to the Employers success and are
expected to continue to contribute to such success in the future.1.2
    
    Plan Benefits Generally. Pursuant to the Plan, the Employer may provide to each Participant
such benefit as provided on the terms and conditions contained in the Plan and the
Participants individual Participation Agreement.1.3
    
    Effective Date. The effective date of the Plan is December 15, 2005.
 ARTICLE II
DEFINITIONS
 2.1
    
    Accrued SERP Benefit. Accrued SERP Benefit means, with respect to each Participant, the
amount of accrued liability for the participant at the time of termination.
 2.2
    
    Administrator.Administrator shall mean the Employer as defined herein.2.3
    
    Beneficiary. Beneficiary means the person or persons designated by a Participant as his
beneficiary in accordance with the provisions of Article V and subject to the Participation
Agreement.2.4
    
    Board. Board means the Board of Directors of the Employer.2.5
    
    Cause. Cause shall have the meaning set forth in Section 4.2.2.6
    
    Change of Control. Provided that such definition does not fail to comply with regulations to
be issued by Treasury, a Change in Control of the Employer shall mean the first to occur of
any of the following:
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(a)
    
    Any transaction or series of transactions with any person or
persons, including, but not limited to, any sale, exchange, or transfer,
merger, consolidation, liquidation or other transaction which, upon the
consummation thereof, results in the Employers voting shareholders on the date
of the adoption of the Plan (taken as a single owner) owning, directly or
indirectly, less than 50% of the outstanding voting securities of the Employer;
or(b)
    
    Any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all (meaning
greater than 50%), of the assets of the Employer, other than any sale, lease,
exchange or other transfer to any entity where the Employer on the date of the
adoption of the Plan (taken as a single owner) owns, directly or indirectly, at
least 50% of the outstanding voting securities of such entity after any such
transfer, provided however, such entity becomes a guarantor and surety of the
amounts credited to the Accounts of the Participants.
 2.7
    
    Employer. First Commerce Bank.2.8
    
    ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.2.9
    
    Executive. Executive means a management or highly compensated employee of the Employer
designated by the Administrator as eligible to participate in the Plan.2.10
    
    Normal Retirement. Normal Retirement means termination of a Participants employment with
the Employer for any reason other than for Cause after such Participant has reached his
Normal Retirement Age.2.11
    
    Normal Retirement Age. Normal Retirement Age means the normal retirement age set forth in
the Participants Participation Agreement.2.12
    
    Participant. Participant means any Executive who elects to participate in the Plan by
entering into a Participation Agreement in accordance herewith. The Administrator may from
time to time, in its sole discretion with or without cause, revoke a Participants
participation in the Plan upon ninety (90) days written notice; provided, however, that such
revocation shall not reduce any benefits to which the Participant may be entitled at the time
of such revocation.2.13
    
    Participation Agreement. Participation Agreement means a written agreement between the
Employer and a Participant, pursuant to which the Employer agrees to make SERP Benefit
payments in accordance with the Plan and the Participation Agreement. Each Participation
Agreement shall contain such information, terms and conditions as the Administrator in its
discretion may specify, including without limitation, the following:
 (a)
    
    the effective date of the Participants participation in the
Plan;(b)
    
    the Participants Normal Retirement Age;(c)
    
    the SERP Benefits to which the Participant is entitled under
the Plan and, the form such benefits are to be paid in (i.e. installments or
lump sum);
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(d)
    
    the identity of the Participants Beneficiary; and(e)
    
    any other provisions which supplement the terms and conditions
contained in the Plan and which are not inconsistent with the terms and
conditions of the Plan.
 2.14
    
    Plan. Plan means the First Commerce Bank Supplemental Executive Retirement Plan, as the same
may be amended from time to time.2.15
    
    SERP Benefit. SERP Benefit means, with respect to each Participant, an annual cash benefit
in the amount determined pursuant to the Participants Participation Agreement, minus any
offset amounts specified therein.2.16
    
    Vesting. The Participants ownership rights in the SERP Benefit shall arise, or vest, solely
with the occurrence of those conditions precedent to Vesting as contained in the Participation
Agreement.2.17
    
    Years of Service. Years of Service shall have the meaning as set forth in the Participants
Participation Agreement.
 ARTICLE III
ELIGIBILITY AND PARTICIPATION
 3.1
    
    Eligibility. The Administrator, in its sole discretion, shall from time to time determine
those Executive(s) who shall be eligible to participate in the Plan.3.2
    
    Participation. Each Executive who is eligible to participate in the Plan shall enroll in the
Plan by entering into a Participation Agreement and completing such other forms and furnishing
such other information as the Administrator may request. An Executives participation in the
Plan shall commence as of the date specified in the Participation Agreement.
 ARTICLE IV
BENEFITS
 4.1
    
    SERP Benefit. Each Participant, subject to the terms and conditions of his Participation
Agreement, shall become entitled to receive such benefits as set forth in the executed
Participation Agreement.
 4.2
    
    No Benefits Payable Upon Termination for Cause. Notwithstanding anything herein or in the
Participation Agreement to the contrary, no benefits shall be payable to any Participant who
is terminated from his or her employment with the Employer for Cause. For purposes hereof, a
Participant whose employment is terminated for any of the following reasons shall be regarded
as having been terminated for Cause:
 (a)
    
    engaging in willful or grossly negligent misconduct that is
materially injurious to the Employer;(b)
    
    embezzlement or misappropriation of funds or property of the
Employer;
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(c)
    
    conviction of a felony or the entrance of a plea of guilty or
nolo contendere to a felony;(d)
    
    conviction of any crime involving fraud, dishonesty, moral
turpitude or breach of trust or the entrance of a plea of guilty to such a
crime;(e)
    
    failure or refusal by the Participant to devote full business
time and attention to the performance of his or her duties and responsibilities
if such breach has not been cured within fifteen (15) days after notice is
given to the Participant; or(f)
    
    issuance of a final non-appealable order or other direction by
a Federal or state regulatory agency prohibiting the Participants employment
in the business of banking.
 4.3
    
    Distributions to Specified Employee.
 (a)
    
    If any employee is a Specified Employee, as defined in subsection (b) below,
upon a termination of employment for any reason other than Disability or death, a
distribution may not be made before the date which is 6 (six) months after the date of
separation from service (or, if earlier, the date of death of the employee).(b)
    
    A Specified Employee means a key employee (as defined in Code Section 416(i)
without regard to paragraph (5) thereof) of a corporation any stock in which is
publicly traded on an established securities market or otherwise.
 ARTICLE V
BENEFICIARIES
 5.1
    
    Beneficiary.For purposes of this section, the Participants executed Participation
Agreement shall dictate the Participants rights and responsibilities regarding the
Participants Beneficiary(s).
 ARTICLE VI
PLAN ADMINISTRATION
 6.1
    
    Administration.
 (a)
    
    General. The Plan shall be administered by the
Administrator. The Administrator shall have sole and absolute discretion to
interpret where necessary all provisions of the Plan and each Participation
Agreement (including, without limitation, by supplying omissions from,
correcting deficiencies in, or resolving inconsistencies or ambiguities in, the
language of the Plan, a Participation Agreement, or between the Plan and a
Participation Agreement), to determine the rights and status under the Plan of
Participants or other persons, to resolve questions or disputes arising under
the Plan and to make any determinations with respect to the benefits payable
under the Plan and the persons entitled thereto as may be necessary for the
purposes of the Plan. The Administrators determination of the rights of any
Executive or
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former Executive hereunder shall be final and binding on all
persons, subject only to the claims procedures outlined in Article 7 hereof.(b)
    
    Delegation of Duties. The Administrator may delegate
any of its administrative duties, including, without limitation, duties with
respect to the processing, review,
investigation, approval and payment of benefits payable hereunder, to a named
administrator or administrators.
 6.2
    
    Regulations. The Administrator may promulgate any rules and regulations it deems necessary
in order to carry out the purposes of the Plan or to interpret the provisions of the Plan;
provided, however, that no rule, regulation or interpretation shall be contrary to the
provisions of the Plan. The rules, regulations and interpretations made by the Administrator
shall, subject only to the claims procedure outlined in Article 7 hereof, be final and binding
on all persons.
 6.3
    
    Revocability of Administrator/Employer Action. Any action taken by the Administrator with
respect to the rights or benefits under the Plan of any Executive or former Executive shall be
revocable by the Administrator as to payments not yet made to such person in order to correct
any incorrect payment to a Participant or a Beneficiary, and then only to the extent necessary
to correct such error. Acceptance of any benefits under the Plan constitutes acceptance of,
and agreement to, the Administrators making any appropriate adjustments in future payments to
such person (or to recover from such person) any excess payment or underpayment previously
made to such person.6.4
    
    Amendment.
 (a)
    
    Right to Amend. The Board of the Employer, by written instrument, shall have
the right to amend the Plan at any time and with respect to any provisions hereof, and
all parties hereto or claiming any interest hereunder shall be bound by such amendment;
provided, however, that no such amendment shall deprive the Participant or any
Beneficiary(ies) of a rights accrued hereunder prior to the date of the amendment,
including the right to receive the payment of his or her benefit upon a benefit
entitlement event, or earlier as provided herein.(b)
    
    Amendment Required by Law. Notwithstanding the provisions of Section 6.4(a),
the Plan may be amended at any time, retroactively if required, if found necessary, in
the opinion of the Board of the Employer, in order to ensure that the Plan is
characterized as a non-tax-qualified plan of deferred supplemental retirement
compensation maintained for members of a select group of Executives and thus exempt
from ERISA and incompliance with all other provisions under the Internal Revenue Code
of 1986, as amended from time to time, (Code) as such provisions relate to the
original purpose of this Plan, supplemental retirement income to the Participant(s)
and/or other related Plan and Employer objectives.
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6.5
    
    Termination.
 (a)
    
    Employers Right to Terminate Plan. The Board of the Employer reserves the
right, at any time, to terminate the Plan; provided however, that no such termination
shall deprive the Participant or any Beneficiary of a right accrued hereunder prior to
the date of termination and provided that, upon termination, the Participant shall
become fully and immediately vested in his or her Accrued SERP Benefit.(b)
    
    Automatic Termination of Plan. Except in the case of an adoption by a
successor to the Employer as provided for in subsection (c) below, the Plan shall
terminate automatically upon the dissolution of the Employer, or upon the Employers
merger into or consolidation with any other corporation or business organization that
does not specifically adopt and agree to continue the Plan; provide however, that no
such termination shall deprive the Participant or Beneficiary(ies) of a right accrued
hereunder prior to the date of termination and provided that, upon termination, the
Participant shall become fully and immediately vested in his or her Accrued SERP
Benefit.(c)
    
    Successor to Employer. Any corporation or other business organization that is
a successor to the Employer by reason of a Change of Control shall have the right to
become a party to the Plan by adopting the same by resolution of the entitys board of
directors or other appropriate governing body. If within thirty (30) days from the
effective date of the Change of Control such new entity does not become a party hereto,
as above provided, the Plan shall be terminated automatically, and the provisions of
the foregoing Sections shall become operative.
 6.6
    
    Withholding. The Employer shall deduct from any distributions hereunder any taxes or other
amounts required by law to be withheld therefrom.
 ARTICLE VII
CLAIMS ADMINISTRATION
 7.1
    
    General. If a Participant, Beneficiary or his or her representative is denied all or a
portion of an expected Plan benefit for any reason and the Participant, Beneficiary or his or
her representative desires to dispute the decision of the Administrator, he/she must file a
written notification of his or her claim with the Administrator.
 7.2
    
    Claims Procedure. Upon receipt of any written claim for benefits, the Administrator shall be
notified and shall give due consideration to the claim presented. If any Participant or
Beneficiary claims to be entitled to benefits under the Plan and the Administrator determines
that the claim should be denied in whole or in part, the Administrator shall, in writing,
notify such claimant within ninety (90) days of receipt of the claim that the claim has been
denied. The Administrator may extend the period of time for making a determination with
respect to any claim for a period of up to ninety (90) days, provided that the Administrator
determines that such an extension is necessary because of special circumstances and notifies
the claimant, prior to the expiration of the initial ninety (90) day period, of the
circumstances requiring the extension of time and the date by which the Plan
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expects to render a decision.
If the claim is denied to any extent by the Administrator, the Administrator shall furnish
the claimant with a written notice setting forth:
 (a)
    
    the specific reason or reasons for denial of the claim;(b)
    
    a specific reference to the Plan provisions on which the denial is based;(c)
    
    a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or information is
necessary; and(d)
    
    an explanation of the provisions of this Article.
 7.3
    
    Right of Appeal. A claimant who has a claim denied under Section 7.2 may appeal to the
Administrator for reconsideration of that claim. A request for reconsideration under this
section must be filed by written notice within sixty (60) days after receipt by the claimant
of the notice of denial under Section 7.2.
 7.4
    
    Review of Appeal. Upon receipt of an appeal the Administrator shall promptly take action to
give due consideration to the appeal. Such consideration may include a hearing of the parties
involved, if the Administrator feels such a hearing is necessary. In preparing for this
appeal the claimant shall be given the right to review pertinent documents and the right to
submit in writing a statement of issues and comments. After consideration of the merits of
the appeal the Administrator shall issue a written decision which shall be binding on all
parties subject to Section 7.7 below. The decision shall specifically state its reasons and
pertinent Plan provisions on which it relies. The Administrators decision shall be issued
within sixty (60) days after the appeal is filed, except that the Administrator may extend the
period of time for making a determination with respect to any claim for a period of up to
sixty (60) days, provided that the Administrator determines that such an extension is
necessary because of special circumstances and notifies the claimant, prior to the expiration
of the initial sixty (60) day period, of the circumstances requiring the extension of time and
the date by which the Plan expects to render a decision.
 7.5
    
    Designation. The Administrator may designate any other person of its choosing to make any
determination otherwise required under this Article. Any person so designation shall have the
same authority and discretion granted to the Administrator hereunder.
 7.6
    
    Litigation Costs. If a claimant brings a lawsuit for benefits hereunder, to enforce any
right hereunder or for other relief arising out of the terms of the Plan, the costs and
expenses of litigation by any party shall be borne by the losing party. The prevailing party
shall recover as expenses all reasonable attorneys fees incurred by it in connection with the
proceedings or any appeals therefrom.
 7.7
    
    Arbitration.A claimant whose appeal has been denied under Section 7.4 shall have the right
to submit said claim to final and binding arbitration in the State of Tennessee pursuant to
the rules of the American Arbitration Association. Any such requests for arbitration must
be filed by written demand to the American Arbitration Association within sixty (60)
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days
after receipt of the decision regarding the appeal. The costs and expenses of arbitration,
including the fees of the arbitrators, shall be borne by the losing party. The prevailing
party shall recover as expenses all reasonable attorneys fees incurred by it in connection
with the arbitration proceeding or any appeals therefrom.
 ARTICLE VIII
MISCELLANEOUS
 8.1
    
    Administrator. The Administrator is expressly empowered to interpret the Plan and to
determine all questions arising in the administration, interpretation, and application of the
Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in
connection with the administration of the Plan; to request any information from the Employer
it deems necessary to determine whether the Employer would be considered insolvent or subject
to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill
its duties as Administrator. The Administrator is relieved of all responsibility in
connection with its duties hereunder to the fullest extent permitted by law, except any breach
of duty to the Participants or Beneficiaries. If any individual person shall have been
delegated the duties or responsibilities as Administrator, such person shall not be liable for
any actions by him or her hereunder unless due to his or her own gross negligence or willful
misconduct and shall be indemnified and saved harmless by the Employer from and against all
personal liability to which he or she may be subject by reason of any act done or omitted to
be done in his or her official capacity as Administrator in good faith in the administration
of the Plan, including all expenses reasonably incurred in his or her defense in the event the
Employer fails to provide such defense upon the request.
 8.2
    
    No Assignment.No benefit under the Plan or a Participation Agreement shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any such action shall be void for all purposes of the Plan or a Participation
Agreement. No benefit shall in any manner be subject to the debts, contracts, liabilities,
engagements, or torts of any person, nor shall it be subject to attachments or other legal
process for or against any person.
 8.3
    
    No Employment Rights.Participation in this Plan and execution of a Participation Agreement
shall not be construed to confer upon any Participant the legal right to be retained in the
employ of the Employer, or give a Participant or Beneficiary, or any other person, any right
to any payment whatsoever, except to the extent of the benefits provided for hereunder. Each
Participant shall remain subject to discharge to the same extent as if this Plan had never
been adopted and the Participation Agreement had never been executed.
 8.4
    
    Incompetence.If the Administrator determines that any person to whom a benefit is payable
under this Plan is incompetent by reason of physical or mental disability, the Administrator
shall have the power to cause the payments becoming due to such person to be made to another
individual for the Participants benefit without responsibility of the Administrator to see to
the application of such payments. Any payment made pursuant to such power shall, as to such
payment, operate as a complete discharge of the Employer, the Administrator, and their
representatives.
 8.5
    
    Identity.If, at any time, any doubt exists as to the identity of any person entitled to any
payment hereunder or the amount or time of such payment, the Administrator shall be
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entitled
to hold such sum until such identity or amount or time is determined or until an order of a
court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay
such sum into court in accordance with the appropriate rules of law. Any expenses incurred by
the Employer or Administrator incident to such proceeding or litigation shall be charged
against the SERP Benefit of the affected Participant.8.6
    
    No Liability.No liability shall attach to or be incurred by any employee of the Employer or
Administrator individually under or by reason of the terms, conditions, and provisions
contained in this Plan, or for the acts or decisions taken or made hereunder or in connection
therewith; and, as a condition precedent to the establishment of this Plan or the receipt of
benefits hereunder, or both, such liability, if any, is expressly waived and released by each
Participant and by any and all persons claiming under or through any Participant or any other
person. Such waiver and release shall be conclusively evidenced by any act or participation
in or the acceptance of benefits or the making of any election under this Plan.8.7
    
    Expenses.Except as otherwise provided in the Plan, all expenses incurred in the
administration of the Plan shall be paid by the Employer.
 8.8
    
    Amendment and Termination. The Employer shall have the sole authority to modify, amend, or
terminate this Plan.
 8.9
    
    Employer Determinations.Any determinations, actions, or decisions of the Employer
(including but not limited to, Plan amendments and Plan termination) shall be made by the
Board in accordance with its established procedures or by such other individuals, groups, or
organizations that have been properly delegated by the Board to make such determination or
decision.
 8.10
    
    Construction.All questions of interpretation, construction or application arising under or
concerning the terms of this Plan and any Participation Agreement shall be decided by the
Administrator, in its sole and final discretion, whose decision shall be final, binding and
conclusive upon all persons.
 8.11
    
    Governing Law.To the extent not preempted by federal law, this Plan shall be governed by,
construed and administered under the laws of the State of Tennessee.
 8.12
    
    Severability.Should any provision of the Plan or any regulations adopted hereunder be
deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect
the other provisions or regulations unless such invalidity shall render impossible or
impractical the functioning of the Plan and, in such case, the appropriate parties shall
immediately adopt a new provision or regulation to take the place of the one held illegal or
invalid.
 8.13
    
    Headings. The headings contained in the Plan are inserted only as a matter of convenience
and for reference and in no way define, limit, enlarge, or describe the scope or intent of
this Plan nor in any way shall they affect this Plan or the construction of any provision
thereof.
 8.14
    
    Terms.Capitalized terms shall have meanings as defined herein. Singular nouns shall be
read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate.
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8.15
    
    Ownership of Assets; Relationship with Employer. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create a trust of any
kind or a fiduciary relationship between the Employer and any Participant or any other person.
To the extent that any person acquires a right to receive payments from the Employer under
this Plan, such right shall be no greater than the right of an unsecured general creditor of
the Employer.8.16
    
    Deposits in Trust. The Employer may, at its sole discretion, establish with a corporate
trustee a grantor rabbi trust under which all or a portion of the assets of the Plan are to be
held, administered and managed. The trust agreement evidencing the trust shall conform with
the terms of Revenue Procedure 92-64 or any successor procedure. The Employer in its sole
discretion may make deposits to augment the principal of such trust.
 
 First Commerce BankBy:Title: 10