EX-10.1 STOCK PURCHASE AGREEMENT






EXHIBIT 10.1




PINNACLE FINANCIAL PARTNERS, INC.




STOCK PURCHASE AGREEMENT

Dated as of July 17, 2008




To Each of the Purchasers Listed in the Signature Page:




Ladies and Gentlemen:




     The undersigned, Pinnacle Financial Partners, Inc., a Tennessee corporation (the
“Corporation”), hereby agrees with you as follows:



     1. AUTHORIZATION; SALE AND PURCHASE OF SHARES




     1.1 Authorization of Shares. The Corporation has duly authorized the issuance and sale
of up to an aggregate of 1,000,000 shares (the “Shares”) of common stock, $1.00 par value of the
Corporation (the “Common Stock”), As applicable, the Shares are sometimes referred to herein as the
“Securities”.



     1.2 Sale and Purchase of the Shares. Subject to the terms and conditions herein
provided, the Corporation hereby agrees to sell to the purchasers listed in the Signature Page,
attached hereto (each, a “Purchaser” and collectively the “Purchasers”), and each Purchaser,
severally and not jointly, agrees to purchase from the Corporation, at the Closing provided for in
Section 2 hereof, up to that number of Shares specified opposite its name in the Signature Page.
The per share purchase price for the Securities shall be equal to the price per share as reflected
on the Signature Pages hereof. Each Purchaser’s obligations hereunder are several and not joint
obligations, and no Purchaser shall have any liability to any person or entity for the performance
or nonperformance by any other Purchaser hereunder. Each Purchaser understands and acknowledges
that it has made its own review of the investment merits and risks of the Securities.



     1.3 On the date hereof, the Corporation and each Purchaser are entering into that certain
Registration Rights Agreement, between the Corporation and each Purchaser, in the form of Exhibit A
hereto, which provides the Purchasers with certain registration rights with respect to the Shares
being purchased hereunder (the “Registration Rights Agreement”, together with this Agreement, and
each of the other agreements entered into by the parties hereto in connection with the transactions
contemplated by this Agreement (collectively, the “Transaction Documents”).



     2. THE CLOSING.




     2.1 Time and Place of the Closing. Subject to Section 3 hereof, payment of the
purchase price for and delivery of the Shares shall be made at the offices of Bass, Berry & Sims



 









 







PLC, 315 Deaderick Street, Suite 2700, Nashville, TN 37238, or at such other place or in such other
manner as may be agreed upon by the Corporation and the Purchasers, at 9:00 a.m., Nashville time,
on July 22, 2008, or at such other time or date as the Purchasers and the Corporation may mutually
determine (such date and time of payment and delivery being herein called the “Closing Date”).



     2.2 Delivery of and Payment for the Shares. At the Closing, the Corporation shall
instruct the Corporation’s transfer agent to deliver to each Purchaser, at such address(es) as
designated on its Signature Page, certificates evidencing the Securities to be purchased by it (as
indicated opposite such Purchaser’s name on the Signature Page hereto), dated the Closing Date and
bearing appropriate legends as hereinafter provided for, and registered on the books and records of
the Corporation in such Purchaser’s name or its nominee, against payment in full on the Closing
Date of the aggregate purchase price therefor by wire transfer of immediately available funds for
credit to such account as the Corporation shall direct in writing prior to the Closing Date.



     3. CONDITIONS TO CLOSING




     3.1 Conditions to the Purchasers’ Obligations. The obligations of each Purchaser
hereunder are subject to the accuracy, as of the date hereof and on the Closing Date, of the
representations and warranties of the Corporation contained herein, except to the extent any such
representation or warranty expressly speaks as of an earlier date, and to the performance by the
Corporation of its obligations hereunder and to each of the following additional terms and
conditions:



          (a) The Corporation will have furnished to the Purchasers a certificate, dated the Closing
Date, executed on behalf of the Corporation by each of the President and Chief Executive Officer
and the Chief Financial Officer of the Corporation, stating that:




               (i) The representations and warranties of the Corporation in Section 4.1 hereof shall be true
and correct as of the Closing Date, except to the extent any such representation or warranty
expressly speaks as of an earlier date, in which case such representation or warranty shall be true
and correct as of such earlier date; and



               (ii) the Corporation shall have complied in all material respects with


all its agreements contained herein; and



               (iii) Such officers have carefully examined the Disclosure Materials (as defined in Section
4.1(e) hereof) and, in their opinion, as of their respective dates (except to the extent superseded
by statements in later-filed documents comprising part of the Disclosure Materials), and as of the
Closing Date, the Disclosure Materials do not contain any untrue statement of a material fact nor
omit to state any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;



          (b) From the date hereof to the Closing Date, there shall not have been any event or series of
events, change, occurrence or development or a state of circumstances or facts (including any
events, changes, occurrences, developments, state of circumstances or facts existing prior to the
date hereof but which become known during the period from the date hereof



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to the Closing Date), that, individually or in the aggregate, has had, or would reasonably be
expected to have, a Material Adverse Effect (as defined in Section 4.1(g) hereof).



          (c) Any authorizations, consents, commitments, agreements, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by any federal, state or
local court or governmental or regulatory agency or authority or applicable stock exchange or
trading market (any such court, agency, authority, exchange or market, a “Governmental Authority”)
required for the consummation of the Transactions, as defined herein, shall have been obtained or
filed or shall have occurred and any such orders shall have become final, non-appealable orders.



          (d) The Corporation shall have executed and delivered to such Purchaser each of the
Transaction Documents.



          (e) Bass, Berry & Sims PLC, counsel to the Corporation, shall have furnished to the Purchasers
its written opinion, substantially in the form of Exhibit B, addressed to the Purchasers and dated
the Closing Date.



     3.2 Conditions to the Corporation’s Obligations. The obligations of the Corporation
hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the
representations and warranties of each Purchaser contained herein and to the performance by each
Purchaser of its obligations hereunder and to each of the following additional terms and
conditions:



          (a) The Purchasers shall have received any and all necessary approvals from all Governmental
Authorities necessary for the purchase by the Purchasers of the Shares as the case may be, pursuant
to this Agreement, and any and all applicable waiting periods upon which such approvals are
conditioned shall have expired; and



          (b) Such Purchaser shall have executed each of the Transaction Documents of which it is a
party and delivered the same to the Corporation.



     4. REPRESENTATIONS AND WARRANTIES




     4.1 Representations, Warranties and Agreements of the Corporation. The Corporation
represents and warrants to, and agrees with each Purchaser that as of the date hereof:



          (a) The authorized capital stock of the Corporation consists of 90,000,000 shares of Common
Stock, $1.00 par value, of which 22,587,680 shares of Common Stock are outstanding as of the date
of this Agreement and 10,000,000 shares of preferred stock, $1.00 par value, of which no shares are
outstanding as of the date of this Agreement.



          (b) Since December 31, 2007, the Corporation and each Subsidiary have filed all material
reports, registrations and statements, together with any required amendments thereto, that it was
required to file with the Board of Governors of the Federal Reserve System (the “Federal Reserve”),
the Securities and Exchange Commission (the “SEC”), the Office of the Comptroller of the Currency
(the “OCC”), and any other applicable federal or state securities or banking authorities, except
where the failure to file any such report, registration or statement



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would not reasonably be expected to have a Material Adverse Effect (as defined below). All such
reports and statements filed with any such regulatory body or authority are collectively referred
to herein as the “Corporation Reports”. As of their respective dates, the Corporation Reports
complied as to form in all material respects with all the rules and regulations promulgated by the
Federal Reserve, the OCC and any other applicable foreign, federal or state securities or banking
authorities, as the case may be.



          (c) Except as previously disclosed in writing to the Purchasers, since December 31, 2007, no
change has occurred and no circumstances exist (including any changes, occurrences, circumstances
or facts existing prior to December 31, 2007 but which become known on or after December 31, 2007)
that is not disclosed in the Disclosure Materials (as defined below) which, individually or in the
aggregate,has had or would reasonably be expected to have a Material Adverse Effect.



          (d) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and
approvals of, and have made all filings, applications and registrations with, any governmental
entities that are required in order to carry on their business as presently conducted and that are
material to the business of the Corporation or its Subsidiaries, except where the failure to have
such permits, licenses, authorizations, orders and approvals or the failure to make such filings,
applications and registrations would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect; and all such permits, licenses, certificates of authority,
orders and approvals are in full force and effect and, to the knowledge of the Corporation, no
suspension or cancellation of any of them is threatened, and all such filings, applications and
registrations are current.



          (e) The Corporation has furnished to each Purchaser or otherwise made available a copy of each
of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31,
2007, as filed with the SEC; (ii) the Corporation’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008; (iii) the Corporation’s proxy statement for its Annual Meeting of
Stockholders held on April 15, 2008, as filed with the SEC on March 14, 2008; and (iv) the
Corporation’s Current Reports on Form 8-K filed with the SEC since December 31, 2007, pursuant to
the reporting requirements of the Securities and Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the “Exchange Act”), (items (i) through (iv) collectively,
the “Disclosure Materials”), which Disclosure Materials include, among other things, audited
consolidated financial statements of the Corporation for its fiscal years ended December 31, 2005,
2006 and 2007. As of the date hereof and as of the Closing Date, each of the documents comprising a
part of the Disclosure Materials, when such documents are considered together as a whole, did not
contain or will not contain any untrue statement of material fact or omitted to state or will not
omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.



          (f) Based upon the representations and warranties of each Purchaser contained herein, the
Corporation is not required by applicable law or regulation in connection with the offer, sale and
delivery of the Securities to the Purchasers in the manner contemplated by this Agreement to
register the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws.



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          (g) The Corporation and the Corporation’s wholly-owned Subsidiaries, (i) have been duly
incorporated or organized and are validly existing in good standing under the laws of their
respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business
and are in good standing as foreign corporations or organizations in each jurisdiction in which
their respective ownership or lease of property or the conduct of their respective businesses
requires such qualification, except where the failure to be so qualified would not reasonably be
expected to result in any material adverse change in the condition, financial or otherwise, or in
the earnings, business affairs or business prospects of the Corporation and its Subsidiaries (taken
as a whole), or which would not reasonably be expected to materially and adversely affect the
assets or properties of the Corporation and its Subsidiaries (taken as a whole), or which would not
reasonably be expected to materially and adversely affect the ability of the Corporation to perform
its obligations under the Transaction Documents (individually or in the aggregate, a “Material
Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any
actual or threatened litigation involving the Corporation, its Subsidiaries or any of its employees
after the date of this Agreement (rather than the actual facts and circumstances underlying such
action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all
corporate power and authority necessary to own or hold their respective properties and to conduct
the businesses in which they are currently engaged.



          (h) All of the issued shares of capital stock of the Corporation have been duly and validly
authorized and issued, are fully paid and non-assessable and no such shares were issued in
violation of the preemptive or similar rights of any security holder of the Corporation. No person
has any preemptive or similar statutory or contractual right to purchase any shares of capital
stock of the Corporation. Except as disclosed in the Disclosure Materials and for the 2,827,451
shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other
employee benefit or compensation plans, arrangements, or agreements, there are no outstanding
warrants, options or other rights to subscribe for or purchase any of the Corporation’s capital
stock and no restrictions upon the voting or transfer of any capital stock of the Corporation
pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the
Corporation is a party or by which the Corporation is bound.



          (i) The Securities have been duly authorized by the Corporation and, when issued and delivered
by the Corporation against payment therefor in the manner contemplated by this Agreement, will be
validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect
to the issue thereof, and the issuance of the Securities will not obligate the Corporation to issue
shares of capital stock to any person.



          (j) This Agreement has been duly authorized, executed and delivered by the Corporation and
constitutes a valid and legally binding agreement of the Corporation enforceable against the
Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights
generally, and general equitable principles (whether considered in a proceeding in equity or at
law).



          (k) The execution, delivery and performance of this Agreement, the issuance and sale of the
Securities in the manner contemplated hereby, and the consummation of the transactions contemplated
herein (collectively, the “Transactions”), will not (i) conflict with or constitute a violation of,
or default (with the passage of time or the delivery of notice) under, (A) any bond, debenture,
note or other evidence of indebtedness, or any agreement, lease, franchise,



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license, permit, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by
which it or any of its Subsidiaries or their property is bound, where such conflict, violation or
default would reasonably be expected to have a Material Adverse Effect, or (B) to the knowledge of
the Corporation, any law, administrative regulation, ordinance or judgment, order or decree of any
court or governmental agency, arbitration panel or authority binding upon the Corporation or any of
its Subsidiaries or any of their property, where such conflict, violation or default would
reasonably be expected to have a Material Adverse Effect, or (ii) violate any of the provisions of
the Charter, as amended, or By-laws, as amended, of the Corporation; and no consent, approval,
authorization or order of, or filing or registration with any such person (including, without
limitation, any such court or governmental agency or body) is required for the consummation of the
Transactions by the Corporation, except such as may be required under state securities laws or
Regulation D under the Securities Act, or required by The Nasdaq Stock Market.



          (l) The audited consolidated financial statements (including the related notes) included or
incorporated in the Disclosure Materials present fairly, in all material respects, the financial
condition and results of operations of the Corporation and its Subsidiaries, at the dates and for
the periods indicated, and have been prepared in conformity with U.S. generally accepted accounting
principles (“GAAP”) applied on a consistent basis throughout the periods involved.



          (m) Except as disclosed in the Disclosure Materials or as previously disclosed to the
Purchasers, there is no action, suit or proceeding before or by any court or governmental agency or
body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against
the Corporation or its Subsidiaries, which would reasonably be expected to have a Material Adverse
Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental
proceedings or investigations to which the Corporation or its Subsidiaries are a party or have been
threatened, or of which any of their assets or properties is the subject which are not described in
the Disclosure Materials, including ordinary routine litigation incidental to the business of the
Corporation or its Subsidiaries, are, considered in the aggregate, not material to the Corporation
and its Subsidiaries.



          (n) No temporary restraining order, preliminary or permanent injunction or other order issued
by any court of competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Transactions is in effect.



          (o) Except as disclosed in the Disclosure Materials, neither the Corporation nor any
subsidiary has engaged in conduct that it knew to be a violation of any applicable law or
contractual obligation relating to the recruitment, hiring, extension of offers of employment,
retention or solicitation of any current employee of the Corporation or any subsidiary where such
conduct would reasonably be expected to have a Material Adverse Effect. To the knowledge of the
Corporation, no executive officer is, or is expected to be, in violation of any material term of
any employment contract, confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any other contract or agreement or any restrictive covenant where
such violation would reasonably be expected to have a Material Adverse Effect, and to the knowledge
of the Corporation the continued employment of each such executive officer does not subject the
Corporation or any of its subsidiaries to any material liability with respect to any of the
foregoing matters.



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          (p) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or
will be payable by the Corporation with respect to, or for any services rendered to the Corporation
ancillary to, the offer, issue and sale of the Securities contemplated by this Agreement.



          (q) Except as set forth in the Disclosure Materials, the Corporation does not own or control,
directly or indirectly, any Significant Subsidiary as defined in SEC Regulation S-X. For the
purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation,
partnership, limited liability company, trust or other entity (a “Person”) of which the Corporation
owns (i) at least 5% of the outstanding voting capital stock (or other outstanding voting shares of
beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or
similar interests; (b) partnership in which the Company is a general partner; or (c) limited
liability company in which the Corporation is the manager or the managing member. Except for
short-term investments, the Corporation does not own any shares of stock or any other equity or
long-term debt securities of any corporation or have any equity interest in any firm, partnership,
limited liability company, joint venture, association or other entity except as set forth in the
Disclosure Materials.



          (r) All material agreements to which the Corporation and its Subsidiaries is a party and which
are required to have been filed by the Corporation pursuant to SEC Regulation S-K have been filed
by the Corporation with the SEC pursuant to the requirements of the Securities Act or the Exchange
Act, as applicable. Except for such agreements that have expired or terminated in accordance with
their terms prior to the date hereof, each such agreement is in full force and effect and is
binding on the Corporation and/or its Subsidiaries, as applicable, and, to the knowledge of the
Corporation, is binding upon such other parties, in each case in accordance with its terms, and
neither the Corporation, any of its Subsidiaries nor, to the knowledge of the Corporation, any
other party thereto, is in breach of or default under any such agreement, which breach or default
would reasonably be expected to have a Material Adverse Effect. Neither the Corporation, nor any of
its Subsidiaries, has received any written notice regarding the termination of any such agreements.



          (s) Each of the Corporation and its Subsidiaries has filed on a timely basis all material
federal, state, local and foreign income and franchise tax returns required to be filed by it
through the date hereof or had properly requested extension thereof and has paid all material taxes
shown as due thereon, and any related material assessments, fines or penalties. Each of the
Corporation and its Subsidiaries has made reasonably adequate charges, accruals and reserves in the
applicable financial statements referred to in this Section 4.1(s) in respect of all federal,
state, local and foreign income and franchise taxes for all periods as to which the tax liability
of the Corporation and its Subsidiaries has not been finally determined. The Corporation has no
knowledge of a material tax deficiency which has been or is reasonably likely to be asserted or
threatened against it or any of its Subsidiaries.



          (t) To its knowledge, the Corporation and its Subsidiaries are in compliance with all
applicable laws, rules, regulations, orders, decrees and judgments applicable to it, including,
without limitation, all applicable local, state and federal environmental laws and regulations and
the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”) and the
applicable federal and state banking laws, rules and regulations, together with the Sarbanes-Oxley
Act, the “Applicable Laws”); except where failure to be so in compliance would not have a Material
Adverse Effect. Neither the Corporation nor any of its Subsidiaries has



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received any notice of purported or actual non-compliance with Applicable Laws nor, except to the
extent it would not individually or in the aggregate reasonably be expected to have a Material
Adverse Effect, any notice of any material, actual or proposed changes in the existing Applicable
Laws. Neither the Corporation nor any of its Subsidiaries has received any communication from any
Governmental Authority (i) threatening to revoke any permit, license, franchise, certificate of
authority or other governmental authorization, or (ii) threatening or contemplating revocation or
limitation of, or which would have the effect of revoking or limiting, FDIC deposit insurance.



          (u) To its knowledge, the Corporation’s Common Stock is in compliance with all the
requirements of Nasdaq Stock Market for continued listing of the Common Stock thereon.
Furthermore, the Corporation has taken no action designed to, or likely to have the effect of
terminating the registration of the Common Stock under the Exchange Act or de-listing the Common
Stock from Nasdaq, nor has the Corporation received any notification that the SEC is contemplating
terminating such registration or listing.



          (v) To its knowledge, the operations of the Corporation and its Subsidiaries are and have been
conducted, in all material respects, at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is
pending or, to the knowledge of the Corporation, threatened.



          (w) Neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the
Corporation, any director, officer, agent, employee or affiliate of the Corporation or any of its
Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Corporation will not intentionally
directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the
purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.



          (x) Each of the Corporation and its Subsidiaries has good and marketable title to all
properties and assets reflected as owned by it in the financial statements and in the Disclosure
Materials and that it otherwise purports to own, and such properties and assets are not subject to
any lien, mortgage, pledge, or security interest except (i) those, if any, securing debt reflected
in the financial statements included in the Disclosure Materials, or (ii) those which are not
material in amount or do not adversely affect the use made and intended to be made of such property
by the Corporation or its Subsidiaries. Each of the Corporation and its Subsidiaries holds its
leased properties under valid and binding leases, with such exceptions as would not reasonably be
expected to have a Material Adverse Effect. Except as disclosed in the Disclosure Materials, each
of the Corporation and its Subsidiaries owns or leases all such properties as are necessary to its
operations as now conducted.



          (y) Each of the Corporation and its Subsidiaries maintains insurance (issued by insurers of
recognized financial responsibility) of the types, against such losses and in the



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amounts, with such insurers and subject to deductibles and exclusions as are customary in the
Corporation’s and its Subsidiaries’ industry and otherwise reasonably prudent, including, without
limitation, insurance covering all real and personal property owned or leased by the Corporation
and its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks
customarily insured against by similarly situated companies, all of which insurance is in full
force and effect.



          (z) KPMG LLP, who will express their opinion with respect to the audited financial statements
and schedules to be included as a part of the Registration Statement prior to the filing of the
Registration Statement, are independent public accountants as required by the Securities Act, and
the rules and regulations of the SEC thereunder.



          (aa) The Corporation has satisfied the conditions for use of Form S-3 as set forth in the
General Instructions to such Form.



          (bb) The Corporation is not and, after giving effect to the offering and sale of the
Securities as contemplated in this Agreement will not be an “investment company” as defined in the
Investment Company Act of 1940, as amended.



          (cc) The Corporation has not taken, directly or indirectly, any action designed to or that
would constitute or that might reasonably be expected to cause or result in, under the Exchange Act
or otherwise, stabilization or manipulation of the price of any security of the Corporation to
facilitate the sale or resale of the Securities.



          (dd) As of December 31, 2007, the Corporation and its Subsidiaries meet or exceed the
standards necessary to be considered “adequately capitalized” under the FDIC’s regulatory framework
for prompt corrective action.



          (ee) None of the Corporation, its Subsidiaries, any of their affiliates, and any Person acting
on their behalf has, directly or indirectly, made any offers or sales of the Securities or
solicited any offers to buy the Securities, under circumstances that would require registration of
the Securities under the Securities Act. None of the Corporation, its Subsidiaries, any of their
affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security under circumstances that would
cause this offering of the Securities to be integrated with prior offerings by the Corporation for
purposes of the Securities Act or any applicable stockholder approval provisions, including,
without limitation, under the rules and regulations of any exchange or automated quotation system
on which any of the securities of the Corporation are listed or designated. None of the
Corporation, its Subsidiaries, their affiliates and any Person acting on their behalf will take any
action or steps referred to in the preceding sentence that would require registration of any of the
Securities under the Securities Act.



          (ff) Except as disclosed in the Disclosure Materials or as is exempt from such disclosure
under applicable SEC regulations, none of the officers, directors or employees of the Corporation
is presently a party to any transaction with the Corporation or any of its Subsidiaries (other than
for ordinary course services as employees, officers or directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments to or from any such
officer, director or employee or, to the knowledge of the Corporation, any



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corporation, partnership, trust or other entity in which any such officer, director, or employee
has a substantial interest or is an officer, director, trustee or partner.



          (gg) There is no transaction, arrangement, or other relationship between the


Corporation and an unconsolidated or other off balance sheet entity that is required to be
disclosed by the Corporation in its Exchange Act filings and is not so disclosed or that otherwise
would be reasonably likely to have a Material Adverse Effect.



     4.2 Representations and Warranties and Agreements of the Purchasers. Each Purchaser
severally and not jointly, represents and warrants to, and agrees with the Corporation that, as of
the date hereof:



          (a) Such Purchaser has full power and authority to enter into this Agreement and this
Agreement constitutes a valid and legally binding obligation of such Purchaser, enforceable against
such Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditor’s rights
generally, and general equitable principles (whether considered in a proceeding in equity or at
law).



          (b) If the Purchaser is a corporation, partnership, limited liability company, trust, or other
entity, it represents that: (i) it is duly organized, validly existing and in good standing in its
jurisdiction of incorporation or organization and has all the requisite power and authority to
purchase the Securities as provided herein, and (ii) such investment has been duly authorized by
all necessary action on behalf of the Purchaser.



          (c) If the Purchaser is purchasing the Securities in a representative or fiduciary capacity,
the representations and warranties contained herein (and in any other written statement or document
delivered to the Corporation in connection herewith) shall be deemed to have been made on behalf of
the person or persons for whom such Securities are being purchased.



          (d) Such Purchaser is purchasing the Securities for Purchaser’s own account and not with a
view to or for sale in connection with any distribution thereof in a transaction that would violate
or cause a violation of the Securities Act or the securities laws of any state or any other
applicable jurisdiction. The Purchaser has no present intention of selling the Securities, granting
any participation interest in the Securities or otherwise distributing the Securities, in each case
in violation of the Securities Act. If the Purchaser is an entity, the Purchaser has not been
organized solely for the purpose of acquiring the Securities. Purchaser is not a broker dealer
registered with the SEC under the Exchange Act or an entity engaged in a business that would
require it to be so registered.



          (e) Such Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the
Securities Act and understands and agrees that the offer and sale of the Securities to Purchasers
hereunder have not been registered under the Securities Act or any state securities law in reliance
on the availability of an exemption from such registration requirements based on the accuracy of
the Purchaser’s representations in this Section 4.2.



          (f) In the normal course of such Purchaser’s business or affairs, Purchaser invests in or
purchases securities similar to the Securities and has such knowledge and



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experience in financial and business matters as to be capable of evaluating the merits and risks of
purchasing the Securities. Purchaser has received and has carefully reviewed the Disclosure
Materials and understands the information contained therein. Purchaser understands that the
Disclosure Materials contain certain “forward-looking” information regarding the Corporation and
its business, and that the Corporation’s ability to predict results or the actual effect of future
plans or strategies is inherently uncertain. Purchaser has had access to such financial and other
information concerning the Corporation and its Subsidiaries as Purchaser deemed necessary or
desirable in making a decision to purchase the Securities, including an opportunity to ask
questions and receive answers from officers of the Corporation and to obtain additional information
(to the extent the Corporation possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of any information furnished to Purchaser or to
which Purchaser had access.



          (g) Such Purchaser is not relying on the Corporation or any of its affiliates with respect to
an analysis or consideration of the terms of or economic considerations relating to an investment
in the Securities. In regard to such considerations and analysis, the Purchaser has relied on the
advice of, or has consulted with, only his, her or its own advisors, other than those advisors of
the undersigned affiliated with the Corporation or any of its affiliates.



          (h) Such Purchaser acknowledges and is aware that there are substantial restrictions on the
transferability of the Securities. Purchaser understands that the Securities have not been
registered under the Securities Act and are “restricted securities” within the meaning of Rule 144
and may not be sold, transferred, or otherwise disposed of without registration under the
Securities Act or an exemption therefrom. Furthermore, Purchaser acknowledges that each certificate
evidencing the Securities purchased hereunder will bear a legend substantially to the effect set
forth below, and each Purchaser covenants that, except to the extent such restrictions are waived
by the Corporation, such Purchaser shall not transfer the shares represented by any such
certificate without complying with the restrictions on transfer described in the legend endorsed on
such certificate:



     THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH
ACT, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION
AND ITS COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT SUCH REGISTRATION IS NOT REQUIRED.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.



     Purchaser understands that except as provided in the Registration Rights Agreement, Purchaser
has no right to require that the Securities be registered under the Securities Act.



     If the Securities become eligible for sale pursuant to Rule 144(b)(1) or any similar or
successor provision, the Corporation shall within seven days, upon the request of the holder of
such Securities pursuant to this Agreement, remove the legend set forth in Section 4.2(h) from the
certificates for such Securities. In addition, if in connection with any transfer a holder of the
Securities pursuant to this Agreement delivers to the Corporation an opinion of counsel which (to



11









 







the Corporation’s reasonable satisfaction) is knowledgeable in securities law matters to the effect
that no subsequent transfer of such Securities shall require registration under the Securities Act,
then the Corporation promptly upon such contemplated transfer shall deliver new certificates for
such Securities which do not bear the Securities Act legend set forth in Section 4.2(h).



          (i) Each Purchaser represents and warrants that it is not required to obtain, prepare or file
any authorization, approval, consent, filing or registration with any federal Governmental
Authority in order to consummate the Transactions at the Closing Date.



          (j) The Purchaser did not learn of the investment in the Securities by means of any formal
general or public solicitation or general advertising or publicly disseminated advertisements or
sales literature, including (i) any advertisement, articles, notices or other communication
published in any newspaper, magazine or similar media, or broadcast over television or radio, or
(ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of
communications.



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     5. ADDITIONAL AGREEMENTS




     5.1 Availability of Information. The Corporation agrees to use its best efforts to
timely file all periodic reports required under Sections 13(a), 15(d) and 14(a) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and to maintain the listing of its Common
Stock on the Nasdaq Global Select Market or other similar stock exchange following the Closing Date
for so long as is required under Rule 144 for the sale of the Shares.



     5.2 Form D and Blue Sky. The Corporation agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to each Purchaser promptly
after such filing. The Corporation, on or before the Closing Date, shall take such action as the
Corporation shall reasonably determine is necessary in order to obtain an exemption for or to
qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under
applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an
exemption from such qualification), and shall provide evidence of any such action so taken to the
Purchasers on or prior to the Closing Date. The Corporation shall make all filings and reports
relating to the offer and sale of the Securities required under applicable securities or “Blue Sky”
laws of the states of the United States following the Closing Date.



     5.3 Regulatory Matters. Each of the Corporation and each Purchaser agree to use
reasonable efforts to take all actions and to do all things necessary, proper or advisable to
obtain any authorizations, consents, orders and approvals of all Governmental Authorities necessary
for the Corporation to sell the Securities on the Closing Date on terms consistent with the terms
set forth in this Agreement.



     5.4 Publicity. Each Purchaser acknowledges that the Corporation will publicly announce
the entering into this Agreement and the completion of the Transactions as soon as practicable
following the date hereof and in any event not later than the second business day after the Closing
Date; provided, however, that the Corporation shall not specifically name the Purchasers in a press
release without the prior consent of such Purchaser. Notwithstanding the preceding paragraph, each
Purchaser hereby agrees that the Corporation may specifically name Purchaser as one of the
Purchasers of Securities in its periodic reports filed under the Exchange Act as required by the
rules and regulations of the Exchange Act and as otherwise required in the registration statement
to be filed pursuant to the Registration Rights Agreement.



     5.5 Subsequent Sales of Common Stock. The Corporation shall not take any action or
omit to take any action which would cause the Transactions or any portion thereof to require a vote
of the Corporation’s stockholders.



     6. MISCELLANEOUS




     6.1 Survival of Representations and Warranties. All statements contained in any
officers’ certificates delivered by or on behalf of the Corporation or its Subsidiaries pursuant to
this Agreement or in connection with the Transactions contemplated hereby will be deemed
representations or warranties of the Corporation under this Agreement. All representations and
warranties contained in this Agreement made by or on behalf of the Corporation or the Purchasers
will survive the execution and delivery of this Agreement, any investigation at any time made by or
on behalf of the Corporation or the Purchasers, and the sale and purchase of the Securities under
this Agreement, and, except for representations and warranties set forth in



13









 







Section 4.1(g), (h), (i), (j) and Section 4.2(i) shall expire on the first anniversary of the
Closing Date.



     6.2 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by or against the respective successors and assigns of the parties
hereto.



     6.3 Notices. All written communications provided for herein are required to be sent by
U.S. Certified Mail or recognized overnight delivery service (with charges prepaid) and (i) if to a
Purchaser, addressed to such Purchaser at the address as specified for such communications in the
Signature Page, or at such other address as such Purchaser may have specified to the Corporation in
writing, and (ii) if to the Corporation, addressed to it at:



Pinnacle Financial Partners, Inc.

211 Commerce Street

Suite 300

Nashville, TN 37201

Attn: Terry Turner, President and Chief Executive Officer



or at such other address as the Corporation may have specified to the Purchasers in writing.
Notices under this Section 6.3 shall be deemed given only when actually received.




     6.4 Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of
Maryland, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Maryland or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of Maryland.



     6.5 Counterparts. This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument.



     6.6 Headings. The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.



     6.7 Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not
invalidate or render unenforceable such provision in any other jurisdiction.



     6.8 Expenses. Each Purchaser and the Corporation shall bear all expenses incurred by
it in connection with the Agreement and the Transactions contemplated hereby.



     6.9 Construction. Each agreement contained herein shall be construed (absent express
provision to the contrary) as being independent of each other agreement contained herein, so that
compliance with any one agreement shall not (absent such an express contrary provision) be deemed
to excuse compliance with any other agreement. Where any provision herein refers to action to be
taken by any person or entity, or which such person or entity is prohibited from



14









 







taking, such provision shall be applicable whether such action is taken directly or indirectly by
such person or entity.



     6.10 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or
written agreements between the Purchasers, the Corporation, their affiliates and Persons acting on
their behalf with respect to the matters discussed herein, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or therein, neither the
Corporation nor any Purchaser makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be amended other than by an instrument
in writing signed by i) the Corporation; and iii) the holders of Shares representing at least a
majority of the amount of the Shares then outstanding, or, if prior to the Closing Date, the
Purchasers listed on the Signature Page as being obligated to purchase at least a majority of the
amount of the Shares. No provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought. No such amendment shall be effective to
the extent that it applies to less than all of the holders of the Securities then outstanding. No
consideration shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of the Transaction Documents unless the same consideration
also is offered to all of the parties to the Transaction Documents, including holders of the
Securities. The Corporation has not, directly or indirectly, made any agreements with any
Purchasers relating to the terms or conditions of the transactions contemplated by the Transaction
Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the
Corporation confirms that, except as set forth in this Agreement, no Purchaser has made any
commitment or promise or has any other obligation to provide any financing to the Corporation or
otherwise.



     6.11 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, including any purchasers of the
Securities. The Corporation shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the holders of Shares representing at least a majority of the
amount of the Shares then outstanding. A Purchaser may assign some or all of its rights hereunder
without the consent of the Corporation, in which event such assignee shall be deemed to be a
Purchaser hereunder with respect to such assigned rights.



     6.12 No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.



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     6.13 Indemnification.



          (a) In consideration of each Purchaser’s execution and delivery of the Transaction Documents
and acquiring the Securities thereunder and in addition to all of the Corporation’s other
obligations under the Transaction Documents, the Corporation shall defend, protect, indemnify and
hold harmless each Purchaser and all of their stockholders, partners, members, officers, directors,
employees and any of the foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or warranty made by the
Corporation in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the
Corporation contained in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against
such Indemnitee by a third party (including for these purposes a derivative action brought on
behalf of the Corporation) and arising out of or resulting from any misrepresentation or breach of
any representation or warranty made by the Corporation in the Transaction Documents, or any
covenant, agreement or obligation of the Corporation contained in the Transaction Documents, or any
other certificate, instrument or document contemplated hereby or thereby. To the extent that the
foregoing undertaking by the Corporation may be unenforceable for any reason, the Corporation shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.



          (b) Promptly after receipt by an Indemnitee under this Section 6.13 of notice of the
commencement of any action or proceeding (including any governmental action or proceeding)
involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification in
respect thereof is to be made against any indemnifying party under this Section 6.13, deliver to
the indemnifying party a written notice of the commencement thereof, and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided,
however, that an Indemnitee shall have the right to retain its own counsel with the fees and
expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if,
in the reasonable opinion of counsel to the Indemnitee, the representation by such counsel of the
Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnitee and the indemnifying party. Legal counsel referred to in the
immediately preceding sentence shall be selected by the Purchasers holding at least a majority of
the Securities issued and issuable hereunder. The Indemnitee shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such action or Indemnified
Liabilities by the indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The
indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable
for any settlement of any



16









 







action, claim or proceeding effected without its prior written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter
into any settlement or other compromise which (i) does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in
respect to such Indemnified Liabilities or litigation, (ii) requires any admission of wrongdoing by
such Indemnitee, or (iii) obligates or requires an Indemnitee to take, or refrain from taking, any
action. Following indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action
shall not relieve such indemnifying party of any liability to the Indemnitee under this Section
6.13, except to the extent that the indemnifying party is prejudiced in its ability to defend such
action.



          (c) The indemnification required by this Section 6.13 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and when bills are
received or Indemnified Liabilities are incurred.



          (d) The indemnity agreements contained herein shall be in addition to (x) any cause of action
or similar right of the Indemnitee against the indemnifying party or others, and (y) any
liabilities the indemnifying party may be subject to pursuant to the law.



     6.14 No Strict Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.



     6.15 Rescission and Withdrawal Right. Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) the Transaction Documents, whenever
any Purchaser exercises a right, election, demand or option under a Transaction Document and the
Corporation does not timely perform its related obligations within the periods therein provided,
then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written
notice to the Corporation, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights



     6.16 Payment Set Aside. To the extent that the Corporation makes a payment or
payments to the Purchasers hereunder or pursuant to any of the other Transaction Documents or the
Purchasers enforce or exercise their rights hereunder or thereunder, and such payment or payments
or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Corporation, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement or setoff had not
occurred.



17









 





     6.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of
each Purchaser under any Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in
any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by the
Transaction Documents and the Corporation acknowledges that the Purchasers are not acting in
concert or as a group with respect to such obligations or the transactions contemplated by the
Transaction Documents. Each Purchaser confirms that it has independently participated in the
negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors.
Each Purchaser shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of any other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose.



[SIGNATURE PAGE FOLLOWS]





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     If the foregoing correctly sets forth the agreement between the Corporation and the Purchaser,
please indicate your acceptance in the space provided for that purpose below.



	 	 	 	 	 
	 	Very truly yours,



PINNACLE FINANCIAL PARTNERS, INC.

 	 
	 	By:  	/s/ M.
Terry Turner	 
	 	 	Name: 	M. Terry Turner	 
	 	 	Title: 	President & CEO	 



19









 






	 	 	 	 	 



STOCK PURCHASE AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 
	T. ROWE PRICE ASSOCIATES, INC.	 	 	 	No. of Shares to be Purchased: 1,000,000  
	Investment Adviser to the Funds and Accounts on	 	 	 	Price per share: $21.50	 	 
	Attachment A	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	T. ROWE PRICE ASSOCIATES, INC.	 	 	 	 	 	 	 	 
	Investment Adviser to:	 	 	 	 	 	 	 	 
	T. Rowe Price Small-Cap Stock Fund, Inc.
	 	 	 	 	 	 	 	 
	T. Rowe Price Institutional Small-Cap Stock Fund	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ John David Wagner	 	 	 	Date:	 	July 17, 2008 	 	 
	 

	 	 

Name: John David Wagner
	 	 	 	 	 	 
	 	 
	 

	 	Title:   Vice President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	T. ROWE PRICE ASSOCIATES, INC.	 	 	 	 	 	 	 	 
	Investment Adviser to:	 	 	 	 	 	 	 	 
	T. Rowe Price New Horizons Fund, Inc.	 	 	 	 	 	 	 	 
	T. Rowe Price New Horizons Trust	 	 	 	 	 	 	 	 
	T. Rowe Price U.S. Equities Trust	 	 	 	 	 	 	 	 
	City of New York Deferred Compensation Plan —

    NYC 457\401K Small Cap Account	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Hugh M. Evans III	 	 	 	Date:	 	July 17, 2008 	 	 
	 

	 	 

Name: Hugh M. Evans III
	 	 	 	 	 	 
	 	 
	 

	 	Title:   Vice President	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	T. ROWE PRICE ASSOCIATES, INC.	 	 	 	 	 	 	 	 
	Investment Adviser to:	 	 	 	 	 	 	 	 
	T. Rowe Price Financial Services Fund, Inc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey W. Arricale 	 	 	 	Date:	 	July 17, 2008 	 	 
	 

	 	 

Name: Jeffrey W. Arricale
	 	 	 	 	 	 
	 	 
	 

	 	Title:   Vice President	 	 	 	 	 	 	 	 






Registered Address:

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202




Delivery Address:




See Attachment A



Contact Person for Notices:  Darrell N. Braman, Vice President and Associate Legal Counsel




     Telephone:   410-345-2013

     Facsimile:    410-345-6575

     Email:          Darrell_braman@troweprice.com





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