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                                                                  EXHIBIT 10.15






                        PINNACLE FINANCIAL PARTNERS, INC.
                            2000 STOCK INCENTIVE PLAN


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                                TABLE OF CONTENTS
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                                                                                                               PAGE
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<S>                                                                                                           <C>
SECTION 1  DEFINITIONS............................................................................................1

   1.1   DEFINITIONS..............................................................................................1
         -----------

SECTION 2  THE STOCK INCENTIVE PLAN...............................................................................4

   2.1   PURPOSE OF THE PLAN......................................................................................4
         -------------------
   2.2   STOCK SUBJECT TO THE PLAN................................................................................4
         -------------------------
   2.3   ADMINISTRATION OF THE PLAN...............................................................................4
         --------------------------
   2.4   ELIGIBILITY AND LIMITS...................................................................................5
         ----------------------

SECTION 3  TERMS OF STOCK INCENTIVES..............................................................................5

   3.1   GENERAL TERMS AND CONDITIONS.............................................................................5
         ----------------------------
   3.2   TERMS AND CONDITIONS OF OPTIONS..........................................................................6
         -------------------------------
      (A)   OPTION PRICE..........................................................................................7
            ------------
      (B)   OPTION TERM...........................................................................................7
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      (C)   PAYMENT...............................................................................................7
            -------
      (D)   CONDITIONS TO THE EXERCISE OF AN OPTION...............................................................8
            ---------------------------------------
      (E)   TERMINATION OF INCENTIVE STOCK OPTION STATUS..........................................................8
            --------------------------------------------
      (F)   SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS.....................................................8
            -------------------------------------------------
   3.3   TREATMENT OF AWARDS UPON TERMINATION OF SERVICE..........................................................8
         -----------------------------------------------

SECTION 4  RESTRICTIONS ON STOCK..................................................................................9

   4.1   ESCROW OF SHARES.........................................................................................9
         ----------------
   4.2   RESTRICTIONS ON TRANSFER.................................................................................9
         ------------------------

SECTION 5  GENERAL PROVISIONS.....................................................................................9

   5.1   WITHHOLDING..............................................................................................9
         -----------
   5.2   CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION..........................................................10
         ----------------------------------------------
   5.3   CASH AWARDS.............................................................................................11
         -----------
   5.4   COMPLIANCE WITH CODE....................................................................................11
         --------------------
   5.5   RIGHT TO TERMINATE SERVICE..............................................................................11
         --------------------------
   5.6   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS....................................................11
         ----------------------------------------------------
   5.7   NON-ALIENATION OF BENEFITS..............................................................................11
         --------------------------
   5.8   TERMINATION AND AMENDMENT OF THE PLAN...................................................................11
         -------------------------------------
   5.9   STOCKHOLDER APPROVAL....................................................................................12
         --------------------
   5.10  CHOICE OF LAW...........................................................................................12
         -------------
</TABLE>




<PAGE>

                        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;
<PAGE>

                           (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
<PAGE>

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
<PAGE>

                  (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
<PAGE>

(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
<PAGE>

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
<PAGE>

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
<PAGE>

                  (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
<PAGE>

                         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
<PAGE>

                  (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.

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<PAGE>

         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



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<PAGE>

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]


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