**Exhibit 10.5**

**CHANGEOF CONTROL AGREEMENT**

**THISAGREEMENT** (“Agreement”) dated June 1, 2007, by and betweenAMERICAN PATRIOT BANK, a Tennessee banking corporation (the “Bank”), and JerrySimmerly  (“Executive”).

**WI T N E S S E T H:**

**WHEREAS,**Executive has been effective in his service to Bank, and Bank recognizes thevaluable services that Executive has rendered and desires to be assured thatExecutive will continue his active participation in the business of Bank; and

**WHEREAS,**Executive is willing to continue to serve Bank but desires assurance that inthe event of any Change of Control (as such term is hereinafter defined) of theBank’s holding company, American Patriot Financial Group, Inc., a Tennesseecorporation (the “Holding Company”) he will continue to have the responsibilityand status he has earned.

**NOW,THEREFORE,** in consideration of the promises and the mutualagreements herein contained, Bank and Executive hereby agree as follows:

# 1.                                       Inorder to protect Executive against the possible consequences of a Change ofControl (as such term is hereinafter defined) of Holding Company and thereby toinduce Executive to continue to serve as an executive officer of Bank, Bankagrees that if control of Holding Company is changed, Executive shall beentitled to receive within ten (10) business days of the Change of Control, alump-sum payment in cash in the amount of $1.00 less than three (3) timesthe disqualified individual’s base amount of compensation (Internal RevenueCode Sec. 280G(b)(2)(A)(ii)). The term “base amount,” referred to in thisprovision, is the Employee’s annualized includible compensation for a baseperiod, consisting of the most recent five tax years ending before the date onwhich the ownership or control of the Bank or Holding Company changed, or theportion of this period during which the Employee performed personal servicesfor or was an employee of the Bank (Code Sec. 280G(b)(3) and (d)). “Annualizedincludible compensation” for the base period is the average annual compensationthat was payable by the Bank and includible by the Employee in gross income forthe tax years of the base period (Code Sec. 280G(d)(1)).

# 2.                                       Evenin the event of termination of Executive’s service to the Bank, Executive’sbenefits hereunder shall be considered severance pay in consideration of hispast service, and pay in consideration of his continued service from the datehereof, and his entitlement thereto shall not be governed by any duty tomitigate his damages by seeking further employment nor offset by any compensationwhich he may receive from future employment.

# 3.                                       Asused herein, the term “Change of Control” shall mean:

### (i)                                     Ashareholder-approved merger or consolidation in which securities possessingmore than fifty percent (50%) of the total combined voting power of the HoldingCompany’s outstanding securities are transferred to a person or personsdifferent from the persons holding those securities immediately prior to suchtransaction;

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### (ii)                                  Asale, transfer, or other disposition of all or substantially all of the HoldingCompany’s assets and complete liquidation or dissolution of the HoldingCompany;

### (iii)                               Theacquisition, directly or indirectly, by any person or related group of persons(other than the Holding Company or a person that directly or indirectly controls,is controlled by, or is under common control with, the Holding Company), ofbeneficial ownership (within the meaning of Rule 13d-3 promulgated under theSecurities Exchange Act of 1934, or comparable successor rule) of securitiespossessing more than fifty percent (50%) of the total combined voting power ofthe Holding Company’s outstanding securities pursuant to a tender or exchangeoffer made directly to the Holding Company’s shareholders; or

### (iv)                              Anychange in the composition of the Board of Directors of the Holding Companyresulting in a majority of the present directors of the Holding Company notconstituting a majority two years hence, provided, that in making suchdetermination, directors who are elected by, or on the recommendation of, suchpresent majority, shall be excluded.

# 4.                                       Thespecific arrangements referred to above are not intended to exclude Executive’sparticipation in other benefits available to executive personnel generally orto preclude other compensation or benefits as may be authorized by the Board ofDirectors from time to time.

# 5.                                       TheBank agrees to require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Bank, by agreement in form and substance satisfactory toExecutive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Bank would be required to perform it ifno such succession had taken place. Failure of the Bank to obtain such agreement prior to the effectivenessof any such succession shall be a breach of this agreement and shall entitleExecutive to compensation from the Bank in the same amount and on the sameterms as Executive would be entitled under Section 1 hereof.  As used in this Agreement, “Bank” shall meanthe Bank as hereinbefore defined and any successor to its business and/orassets as aforesaid which executes and delivers the agreement provided for inthis paragraph 5 or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.

# 6.                                       ThisAgreement shall inure to the benefit of and be enforceable by Executive’spersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees, and legatees. If Executive should die while any amount would still be payable toExecutive hereunder if Executive had continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms ofthis Agreement of Executive’s devisee, legatee or other designee, or, if therebe no such designee, to Executive’s estate.

# 7.                                       Anypayment or delivery required under this Agreement shall be subject to allrequirements of the law with regard to withholding, filing, making of reports,and the like, and Bank shall use its best efforts to satisfy promptly all suchrequirements.

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# 8.                                       Priorto a Change of Control as herein defined, this Agreement shall terminate ifExecutive shall resign voluntarily, retire, become permanently and totallydisabled, voluntarily take another position requiring a substantial portion ofhis time, or die.  This Agreement shallalso terminate if Executive’s employment as an officer of Bank shall have beenterminated for any reason by the Board of Directors of Bank as constitutedprior to any Change of Control of Holding Company as herein defined.

Not withstandingany other provision, this Agreement will not terminate if the Bank terminatesthe Executive for the primary purpose of avoiding payment of benefits underthis Agreement due to a prospective or actual “Change of Control” situationthat arises and the Executive has not exhibited conduct that could beconsidered “Termination for Cause.” “Termination for Cause” means separationfrom service for:

# (a)                                  Grossnegligence for gross neglect of duties to the Bank; or

# (b)                                 Convictionof a felony or of a gross misdemeanor involving moral turpitude in connectionwith the Executive’s employment with the Bank; or

# (c)                                  Fraud,dishonesty or willful violation of any law or significant Bank policy committedin connection with the Executive’s employment and resulting in a materialadverse effect on the Bank.

# 9.                                       ThisAgreement shall be construed and enforced under the laws of the State ofTennessee.

**INWITNESS WHEREOF,** this Agreement has been executed on June 1,2007.
|            | **AMERICAN PATRIOT BANK** |
|------------|---------------------------|
| ** ** | ** **                |
| ** ** | ** **                |
|       | By:                       | /s/ J.  Robert Grubbs |
|       | Title:                    | Chairman &  CEO |
|            |                           |  |  |

 

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