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                                                                 EXHIBIT 10.1

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH
  THE COMMISSION.

                        PINNACLE FINANCIAL PARTNERS, INC.

                         2005 ANNUAL CASH INCENTIVE PLAN

                                     [__]*

         AS APPROVED BY THE HUMAN RESOURCES, NOMINATING AND COMPENSATION
                   COMMITTEE OF PINNACLE FINANCIAL PARTNERS ON
                                FEBRUARY 15, 2005

PLAN OBJECTIVES:

The overall objectives of the 2005 Annual Cash Incentive Plan (the "Plan") are
to:

     1.  Motivate participants in order to ensure important corporate soundness
         thresholds and corporate profitability objectives for 2005 are
         achieved, and

     2.  Provide a reward system that encourages teamwork and cooperation in the
         achievement of firm-wide goals.

EFFECTIVE DATES OF THE PLAN:

The Plan is effective from January 1, 2005 through December 31, 2005.

ADMINISTRATION:

The Human Resources, Nominating and Compensation Committee of the Board of
Directors (the "HRNC") is responsible for the overall administration of the
Plan. The CFO, with the oversight of the CEO, provides periodic updates as to
the status of the Plan as follows:

     -   Produces status reports on a periodic basis to Plan participants, the
         Leadership Team and the HRNC in order to ensure the ongoing
         effectiveness of the Plan.

     -   Makes recommendations for any Plan modifications (including target
         performance or payout awards) as a result of substantial changes to the
         organization or participants' responsibilities to ensure fairness to
         all Plan participants.

     -   At the end of the Plan period, prepares, verifies, approves and submits
         the appropriate award calculations and payout authorizations to the CEO
         and, ultimately the HRNC, for approval and distribution.

ELIGIBILITY:

All associates which are compensated via a predetermined salary or hourly wage
are eligible for participation in the Plan. Additionally, in order to be
eligible for incentive awards, participants shall achieve a rating of at least
"Meets Expectations" for overall performance for 2005. Participants who are not
eligible for an award due to their performance evaluation shall be notified by
their Leadership Team member as soon as possible prior to distribution of
awards.

Associates that are compensated via a commission schedule or commission grid
have an opportunity to achieve significant variable pay compensation due to
escalating payouts pursuant to the commission scheduled or grid based on their
individual performance. As a result, such commission-based associates are not
eligible for participation in the Plan.

FORFEITURE OF AWARDS:

Any participant who terminates employment for any reason (e.g., voluntary
separation or termination due to misconduct) prior to distribution of awards in
January 2006 will not be eligible for distribution of awards under the Plan.


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* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH
  THE COMMISSION.

ETHICS:

The intent of this Plan is to fairly reward individual and team achievement. Any
associate who manipulates or attempts to manipulate the Plan for personal gain
at the expense of clients, other associates or Company objectives will be
subject to appropriate disciplinary action.

PLAN FUNDING:

The Plan assets will be funded from the results of operations of the Company
with all assets being commingled with the assets of the Company.

TIMING OF AWARDS:

During January 2006, the HRNC will review all proposed awards pursuant to the
Plan. Any awards to be distributed pursuant to the Plan shall be distributed
prior to January 31, 2006 or as soon as possible thereafter. No award will be
distributed prior to January, 2006.

TARGET AWARD:

Each participant will be assigned an "award tier" based on their position within
the company, their experience level or other factors. Each participant's
Leadership Team member is responsible for notifying each participant of his or
her "award tier". The "award tier" will be expressed as a percentage ranging
from 10% to 50%. In order to determine the "target award", participants will
multiply their "award tier percentage" by their annualized base salary as of
December 31, 2005 (e.g., monthly salary times 12) or, for hourly paid
associates, their hourly compensation as of December 31, 2005 multiplied by
2,080 hours (52 weeks x 40 hours per week). Overtime or other wage components
are not considered in these calculations.

Participants that join the company during the period from January 2, 2005
through December 31, 2005 will be assigned a pro rata target award based on the
number of days in the calendar year they were employed by the Company divided by
the total number of days in the calendar year.

         Example: An associate joins the firm on July 1, 2005. As a result, this
           associate is employed for 184 days of a 365-day year or 50.4% of the
           year. Assuming their award tier is the 10% tier, for 2005, the award
           amount for this associate would be 10% x 50.4% or 5.04% of their
           annualized base salary on December 31, 2005.

SOUNDNESS AND PROFITABILITY THRESHOLDS:

In order for the Plan to make any distributions to participants, the Company
must achieve a certain soundness threshold. The soundness threshold will be
calculated as of December 31, 2005, such that the sum of the Company's
criticized and classified assets(1) shall not exceed [__]*% of the Company's
ending Tier 1 capital.(2)

As approved by the Board of Directors, the Company's targeted earnings per share
for the 2005 fiscal year is [ ___ ]* per fully diluted share ("FDEPS"). The
Company's 2005 fiscal year 2005 press release shall be the document that
determines whether the profitability thresholds have been satisfied. This press
release is normally forwarded to the media subsequent to the January Board of
Directors meeting. Once the press release has been approved by the Company's
Audit Committee of the Board of Directors and broadly released to the media, the
profitability threshold will be calculated as follows:

[___]*

In summary, the awards as a percentage of target awards in relation to the
Company's FDEPS would function as follows:

<TABLE>
<CAPTION>
         FDEPS                     AWARD EXPRESSED AS A PERCENTAGE
        EARNINGS                  OF EACH PARTICIPANT'S TARGET AWARD
        --------                  ----------------------------------
<S>                               <C>
          [__]*                                 [__]*
</TABLE>


             RELATIONSHIP BETWEEN FDEPS AND % OF TARGET AWARD PAYOUT

                                     [___]*


SUPPLEMENTAL AWARD FOR 2005:

The HRNC has approved a supplemental award for the 2005 Plan. Should the
Company's total assets be equal to or exceed [ ___ ]* at December 31, 2005 and
the FDEPS of the Company be [ ___ ]* or greater, each participant's Plan award
shall be increased by 20%, provided that the Company was not required to reduce
the participant's target awards in


--------------------
1. Criticized and classified assets are those assets that have been risk rated
   #7 or higher pursuant to the Company's internal risk rating system.

2. Tier 1 capital as defined by regulatory definition.
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* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH
  THE COMMISSION.

order to obtain the [ ___ ]* FDEPS. In such cases, the Company will first reduce
the supplemental award pool to arrive at the [ ___ ]* FDEPS before reducing the
target award pool.

The Company may not increase the Plan distribution above 200% of the targeted
awards as a result of the supplemental award for 2005.

DISCRETIONARY INCREASES AND REDUCTIONS:

The CEO may award up to an additional 10% of base pay based on extraordinary
individual performance. Likewise, the CEO may reduce a participant's award by up
to 20% of the calculated award for individual performance which may have "met
expectation", but whereby the participant did not exhibit a strong commitment to
Pinnacle's mission or values or the participant did not achieve certain
individual performance commitments for the year.

Discretionary awards outside these parameters shall be approved by the HRNC
prior to distribution, however any discretionary awards to the Company's
executive officers shall be approved by the HRNC beforehand.

AMENDMENTS, TERMINATIONS AND OTHER MATTERS:

The HRNC retains the right to amend or terminate this Plan in any manner they
may deem necessary at any time including the ability to include or exclude any
associate or group of associates from participation in the Plan. Furthermore,
this Plan does not, nor should any participant imply that it shall, create a
contractual relationship between the Plan, the Company or any associate of the
Company. No associate should rely on this Plan as to any awards that the
associate believes they might otherwise be entitled to receive.