Exhibit 10.1 PNFP 2004 Equity Incentive Plan


    

      EXHIBIT
        10.1

      RESTATED
        FOR SEC FILING PURPOSES ONLY



     

    


     

    


    
 

     

    


     

    


     

    PINNACLE
      FINANCIAL PARTNERS, INC.

     

    2004
      EQUITY INCENTIVE PLAN

     

    


     

    


     


    
      
         

        
        

      

      
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    PINNACLE
      FINANCIAL PARTNERS, INC.

     

    2004
      EQUITY INCENTIVE PLAN 

     

    SECTION
      1.  PURPOSE 

     

    This
      plan
      shall be known as the "Pinnacle Financial Partners, Inc. 2004 Equity Incentive
      Plan" (the "Plan"). The purpose of the Plan is to promote the interests of
      Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Company”), and
      its shareholders by (i) attracting and retaining Associates and Directors of
      the
      Company and its Subsidiaries and Affiliates; (ii) motivating such individuals
      by
      means of performance-related incentives to achieve long-range performance goals,
      (iii) enabling such individuals to participate in the long-term growth and
      financial success of the Company, (iv) encouraging ownership of stock in the
      Company by such individuals, and (v) linking their compensation to the long-term
      interests of the Company and its shareholders. With respect to any awards
      granted under the Plan that are intended to comply with the requirements of
      "performance-based compensation" under Section 162(m) of the Code, the Plan
      shall be interpreted in a manner consistent with such requirements.


     

    SECTION
      2.  DEFINITIONS 

     

    As
      used
      in the Plan, the following terms shall have the meanings set forth below:


     

    (a)  "AFFILIATE"
      shall mean (i) any entity that, directly or indirectly, is controlled by the
      Company, (ii) any entity in which the Company has a significant equity interest,
      (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under
      Section 12 of the Exchange Act, and (iv) any entity in which the Company has
      at
      least twenty percent (20%) of the combined voting power of the entity's
      outstanding voting securities, in each case as designated by the Board as being
      a participating employer in the Plan. 

     

    (b)  "ASSOCIATE"
      shall mean a current or prospective officer or employee of the Company or of
      any
      Subsidiary or Affiliate.

     

    (c)  "AWARD"
      shall mean any Option, Stock Appreciation Right, Restricted Share Award,
      Restricted Share Unit, Performance Unit Award, Performance Share Award,
      Performance Award, Other Stock-Based Award or other award granted under the
      Plan, whether singly, in combination or in tandem, to a Participant by the
      Committee (or the Board) pursuant to such terms, conditions, restrictions and/or
      limitations, if any, as the Committee (or the Board) may establish.


     

    (d)  "BANK"
      shall mean Pinnacle National Bank.

     

    (e)  "AWARD
      AGREEMENT" shall mean any written agreement, contract or other instrument or
      document evidencing any Award, which may, but need not, be executed or
      acknowledged by a Participant. 

     

    (f)  "BOARD"
      shall mean the board of directors of the Company. 

     

    (g)  "CAUSE"
      shall have the same meaning as provided in the employment agreement between
      the
      Participant and the Company or any Affiliate on the date of Termination of
      Service, or if no such definition or employment agreement exists, "Cause" shall
      mean conduct amounting to (1) fraud or dishonesty against the Company or any
      Affiliate; (2) the Participant's willful misconduct, repeated refusal to follow
      the reasonable directions of the Board or knowing violation of law in the course
      of performance of the duties of Participant's service with the Company or any
      Affiliate; (3) repeated absences from work without a reasonable excuse; (4)
      repeated intoxication with alcohol or drugs while on the Company's or any
      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 any Affiliate are party. 

     

    
      
        
        

      

      
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    (h)  "CHANGE
      IN CONTROL" shall mean any one of the following events which may occur after
      the
      date the Award 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 was 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 relating to the election of directors shall be deemed to be
      an
      Incumbent Director;

     

    (3) a
      reorganization, merger or consolidation, with respect to which persons who
      were
      the shareholders 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.

     

    (i)  "CODE"
      shall mean the Internal Revenue Code of 1986, as amended from time to time.
      

     

    (j)  "COMMITTEE"
      shall mean a committee of the Board composed solely of not less than two
      Non-Employee Directors, each of whom shall be a "Non-Employee Director" for
      purposes of Exchange Act Section 16 and Rule 16b-3 thereunder and an "outside
      director" for purposes of Section 162(m) and the regulations promulgated under
      the Code. 

     

    (k)  "COVERED
      OFFICER" shall mean at any date (i) any individual who, with respect to the
      previous taxable year of the Company, was a "covered employee" of the Company
      within the meaning of Section 162(m); provided, however, that the term "Covered
      Officer" shall not include any such individual who is designated by the
      Committee, in its discretion, at the time of any Award or at any subsequent
      time, as reasonably expected not to be such a "covered employee" with respect
      to
      the current taxable year of the Company and (ii) any individual who is
      designated by the Committee, in its discretion, at the time of any Award or
      at
      any subsequent time, as reasonably expected to be such a "covered employee"
      with
      respect to the current taxable year of the Company or with respect to the
      taxable year of the Company in which any applicable Award will be paid.


     

    (l)  "DIRECTOR"
      shall mean a member of the Board. 

     

    (m)  "DISABILITY"
      shall the same meaning as provided in the long-term disability plan or policy
      maintained or, if applicable, most recently maintained, by the Company or any
      Affiliate for the Participant. If no long-term disability plan or policy was
      ever maintained on behalf of the Participant, 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 and shall be supported by advice of a physician competent in the area
      to
      which such Disability relates.

     

    (n)  "EXCHANGE
      ACT" shall mean the Securities Exchange Act of 1934, as amended from time to
      time. 

     

     

    
      
        
        

      

      
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    (o)  "FAIR
      MARKET VALUE" with respect to the Shares, shall mean, for purposes of a grant
      of
      an Award as of any date, (i) the closing sales price of the Shares on the Nasdaq
      Stock Market’s National Market System, or any other such exchange on which the
      Shares are traded, on such date, or in the absence of reported sales on such
      date, the closing sales price on the immediately preceding date on which sales
      were reported or (ii) in the event there is no public market for the Shares
      on
      such date, the fair market value as determined, in good faith, by the Committee
      in its sole discretion, and for purposes of a sale of a Share as of any date,
      the actual sales price on that date. 

     

    (p)  "INCENTIVE
      STOCK OPTION" shall mean an option to purchase Shares from the Company that
      is
      granted under Section 6 of the Plan and that is intended to meet the
      requirements of Section 422 of the Code or any successor provision thereto.
      

     

    (q)  "NON-QUALIFIED
      STOCK OPTION" shall mean an option to purchase Shares from the Company that
      is
      granted under Sections 6 or 10 of the Plan and is not intended to be an
      Incentive Stock Option.

     

    (r)  "NON-EMPLOYEE
      DIRECTOR" shall mean a member of the Board who is not an Associate of the
      Company or any Subsidiary or Affiliate. 

     

    (s)  "OPTION"
      shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


     

    (t)  "OPTION
      PRICE" shall mean the purchase price payable to purchase one Share upon the
      exercise of an Option. 

     

    (u)  "OTHER
      STOCK-BASED AWARD" shall mean any Award granted under Sections 9 or 10 of the
      Plan.

     

    (v)  "OUTSIDE
      DIRECTOR" means, with respect to the grant of an Award, a member of the Board
      then serving on the Committee. 

     

    (w)  "PARTICIPANT"
      shall mean any Associate, Director or other person who receives an Award under
      the Plan.

     

    (x)  "PERFORMANCE
      AWARD" shall mean any Award granted under Section 8 of the Plan. 

     

    (y)  "PERFORMANCE
      SHARE" shall mean any Share granted under Section 8 of the Plan.

     

    (z)  "PERFORMANCE
      SHARE AWARD" shall mean any Award granted under Section 8 of the
      Plan.

     

    (aa)  "PERFORMANCE
      UNIT" shall mean a right to receive a designated dollar value which is
      contingent on the achievement of certain performance goals during a specified
      performance period each as set forth in an Award Agreement.

     

    (bb)  "PERFORMANCE
      UNIT AWARD" shall mean any Award granted under Section 8 of the
      Plan.

     

    (cc)  "PERSON"
      shall mean any individual, corporation, partnership, limited liability company,
      associate, joint-stock company, trust, unincorporated organization, government
      or political subdivision thereof or other entity. 

     

    (dd)  "RESTRICTED
      SHARE" shall mean any Share granted under Sections 7 or 10 of the
      Plan.

     

     

    
      
        
        

      

      
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    (ee)  "RESTRICTED
      SHARE UNIT" shall mean any unit granted under Sections 7 or 10 of the
      Plan.

     

    (ff)  "RETIREMENT"
      shall mean, unless otherwise defined in the applicable Award Agreement,
      retirement of a Participant from the employ or service of the Company or any
      of
      its Subsidiaries or Affiliates in accordance with the terms of the applicable
      Company retirement plan or, if a Participant is not covered by any such plan,
      retirement on or after such Participant's 65th birthday. 

     

    (gg)  "SEC"
      shall mean the Securities and Exchange Commission or any successor thereto.
      

     

    (hh)  "SECTION
      16" shall mean Section 16 of the Exchange Act and the rules promulgated
      thereunder and any successor provision thereto as in effect from time to time.
      

     

    (ii)  "SECTION
      162(M)" shall mean Section 162(m) of the Code and the regulations promulgated
      thereunder and any successor or provision thereto as in effect from time to
      time. 

     

    (jj)  "SHARES"
      shall mean shares of the common stock, $0.01 par value, of the Company.


     

          
      (kk)  "STOCK
      APPRECIATION RIGHT OR SAR" shall mean a stock appreciation right granted under
      Sections 6 or 10 of the Plan that entitles the holder to receive, with respect
      to each Share encompassed by the exercise of such SAR, the amount, in cash
      or
      Shares, determined by the Committee and specified in an Award Agreement. In
      the
      absence of such a determination, the holder shall be entitled to receive, with
      respect to each Share encompassed by the exercise of such SAR, the excess of
      the
      Fair Market Value on the date of exercise over the Fair Market Value on the
      date
      of grant.

     

    (ll)  "SUBSIDIARY"
      shall mean any Person (other than the Company) of which a majority of its voting
      power or its equity securities or equity interest is owned directly or
      indirectly by the Company. 

     

    (mm)  "SUBSTITUTE
      AWARDS" shall mean Awards granted solely in assumption of, or in substitution
      for, outstanding awards previously granted by a company acquired by the Company
      or with which the Company combines. 

     

    (nn)  "TANDEM
      SAR" shall mean an SAR that is granted under Sections 6 or 10 of the Plan in
      relation to a particular Option and that can be exercised only upon the
      surrender to the Company, unexercised, of that portion of the Option to which
      the SAR relates.

     

    (oo)  "TERMINATION
      OF SERVICE" shall mean 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
      3.  ADMINISTRATION 

     

    3.1  Authority
      of Committee.
      The
      Plan shall be administered by the Committee, which shall be appointed by and
      serve at the pleasure of the Board; provided, however, with respect to Awards
      to
      Outside Directors, all references in the Plan to the Committee shall be deemed
      to be references to the Board. Subject to the terms of the Plan and applicable
      law, and in addition to other express powers and authorizations conferred on
      the
      Committee by the Plan, the Committee shall have full power and authority in
      its
      discretion to: (i) designate Participants; (ii) determine the type or types
      of
      Awards to be granted to a Participant; (iii) determine the number of Shares
      to
      be covered by, or with respect to which payments, rights or other matters are
      to
      be calculated in connection with Awards; (iv) determine the timing, terms and
      conditions of any Award; (v) accelerate the time at which all or any part of
      an
      Award may be settled or exercised; (vi) determine whether, to what extent,
      and
      under what circumstances Awards may be settled or exercised in cash, Shares,
      other securities, other Awards or other property, or canceled, forfeited or
      suspended and the method or methods by which Awards may be settled, exercised,
      canceled, forfeited or suspended; (vii) determine whether, to what extent and
      under what circumstances cash, Shares, other securities, other Awards, other
      property and other amounts payable with respect to an Award shall be deferred
      either automatically or at the election of the holder thereof or of the
      Committee; (viii) interpret and administer the Plan and any instrument or
      agreement relating to, or Award made under, the Plan; (ix) except to the extent
      prohibited by Section 6.2, amend or modify the terms of any Award at or after
      grant with the consent of the holder of the Award; (x) establish, amend, suspend
      or waive such rules and regulations and appoint such agents as it shall deem
      appropriate for the proper administration of the Plan; and (xi) make any other
      determination and take any other action that the Committee deems necessary
      or
      desirable for the administration of the Plan, subject to the exclusive authority
      of the Board under Section 14 hereunder to amend or terminate the Plan.
      Notwithstanding the provisions of Section 6.2 hereof and except as permitted
      by
      the provisions of Section 4.2 and Section 14 hereof, the Committee shall not
      have the power to (i) amend the terms of previously granted Options to reduce
      the Option Price of such Options, or (ii) cancel such Options and grant
      substitute Options with a lower Option Price than the cancelled
      Options.

     

     

    
      
        
        

      

      
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    3.2  Committee
      Discretion Binding.
      Unless
      otherwise expressly provided in the Plan, all designations, determinations,
      interpretations and other decisions under or with respect to the Plan or any
      Award shall be within the sole discretion of the Committee, may be made at
      any
      time and shall be final, conclusive, and binding upon all Persons, including
      the
      Company, any Subsidiary or Affiliate, any Participant and any holder or
      beneficiary of any Award. 

     

    3.3  Action
      by the Committee.
      The
      Committee shall select one of its members as its Chairperson and shall hold
      its
      meetings at such times and places and in such manner as it may determine. A
      majority of its members shall constitute a quorum. All determinations of the
      Committee shall be made by not less than a majority of its members. Any decision
      or determination reduced to writing and signed by all of the members of the
      Committee shall be fully effective as if it had been made by a majority vote
      at
      a meeting duly called and held. The exercise of an Option or receipt of an
      Award
      shall be effective only if an Award Agreement shall have been duly executed
      and
      delivered on behalf of the Company following the grant of the Option or other
      Award. The Committee may appoint a Secretary and may make such rules and
      regulations for the conduct of its business as it shall deem
      advisable.

     

    3.4  Delegation.
      Subject
      to the terms of the Plan and applicable law, the Committee may delegate to
      one
      or more officers or managers of the Company or of any Subsidiary or Affiliate,
      or to a committee of such officers or managers, the authority, subject to such
      terms and limitations as the Committee shall determine, to grant Awards to,
      or
      to cancel, modify or waive rights with respect to, or to alter, discontinue,
      suspend or terminate Awards held by Participants who are not officers or
      directors of the Company for purposes of Section 16 or who are otherwise not
      subject to such section. 

     

    3.5  No
      Liability.
      No
      member of the Board or Committee shall be liable for any action taken or
      determination made in good faith with respect to the Plan or any Award granted
      hereunder. 

     

    SECTION
      4.  SHARES
      AVAILABLE FOR AWARDS 

     

    4.1  Shares
      Available.
      Subject
      to the provisions of Section 4.2 hereof, the stock to be subject to Awards
      under
      the Plan shall be the Shares of the Company and the maximum number of Shares
      with respect to which Awards may be granted under the Plan shall be 1,289,360
      which includes 39,360 shares with respect to awards which were authorized but
      not granted under the Pinnacle Financial Partners, Inc. 2000 Stock Incentive
      Plan (the “2000 Plan”). Notwithstanding the foregoing and subject to adjustment
      as provided in Section 4.2, the maximum number of Shares with respect to which
      Awards may be granted under the Plan shall be increased by the number of Shares
      with respect to which Options or other Awards were granted under the 2000 Plan,
      as of the effective date of this Plan but which terminate, expire unexercised
      or
      are settled for cash, forfeited or cancelled without the delivery of Shares
      under the terms of the 2000 Plan after the effective date of this Plan.


     

    If,
      after
      the effective date of the Plan, any Shares covered by an Award granted under
      this Plan, or to which such an Award relates, are forfeited, or if such an
      Award
      is settled for cash or otherwise terminates, expires unexercised or is canceled
      without the delivery of Shares, then the Shares covered by such Award, or to
      which such Award relates, or the number of Shares otherwise counted against
      the
      aggregate number of Shares with respect to which Awards may be granted, to
      the
      extent of any such settlement, forfeiture, termination, expiration or
      cancellation, shall again become Shares with respect to which Awards may be
      granted. In the event that any Option or other Award granted hereunder is
      exercised through the delivery of Shares or in the event that withholding tax
      liabilities arising from such Award are satisfied by the withholding of Shares
      by the Company, the number of Shares available for Awards under the Plan shall
      be increased by the number of Shares so surrendered or withheld. Notwithstanding
      the foregoing and subject to adjustment as provided in Section 4.2 hereof,
      no
      Participant may receive Options or SARs under the Plan in any calendar year
      that
      relate to more than 50,000 Shares. 

     

    
      
        
        

      

      
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    4.2  Adjustments.
      In the
      event that the Committee determines that any dividend or other distribution
      (whether in the form of cash, Shares, other securities or other property),
      recapitalization, stock split, reverse stock split, reorganization, merger,
      consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
      or other securities of the Company, issuance of warrants or other rights to
      purchase Shares or other securities of the Company, or other similar corporate
      transaction or event affects the Shares such that an adjustment is determined
      by
      the Committee, in its sole discretion, to be appropriate, then the Committee
      shall, in such manner as it may deem equitable (and, with respect to Incentive
      Stock Options, in such manner as is consistent with Section 422 of the Code
      and
      the regulations thereunder): (i) adjust any or all of (1) the aggregate number
      of Shares or other securities of the Company (or number and kind of other
      securities or property) with respect to which Awards may be granted under the
      Plan; (2) the number of Shares or other securities of the Company (or number
      and
      kind of other securities or property) subject to outstanding Awards under the
      Plan; and (3) the grant or exercise price with respect to any Award under the
      Plan, provided that the number of shares subject to any Award shall always
      be a
      whole number; (ii) if deemed appropriate, provide for an equivalent award in
      respect of securities of the surviving entity of any merger, consolidation
      or
      other transaction or event having a similar effect; or (iii) if deemed
      appropriate, make provision for a cash payment to the holder of an outstanding
      Award. 

     

    4.3  Substitute
      Awards.
      Any
      Shares issued by the Company as Substitute Awards in connection with the
      assumption or substitution of outstanding grants from any acquired corporation
      shall not reduce the Shares available for Awards under the Plan. 

     

    4.4  Sources
      of Shares Deliverable Under Awards.
      Any
      Shares delivered pursuant to an Award may consist, in whole or in part, of
      authorized and unissued Shares or of issued Shares which have been reacquired
      by
      the Company. 

     

    SECTION
      5.  ELIGIBILITY 

     

    Any
      Associate or Director shall be eligible to be designated a Participant;
      provided, however, that Outside Directors shall only be eligible to receive
      Awards granted consistent with Section 10.

     

    SECTION
      6.  STOCK
      OPTIONS AND STOCK APPRECIATION RIGHTS 

     

    6.1  Grant.
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Participants to whom Options and SARs shall be
      granted, the number of Shares, if any, subject to each Award, the exercise
      price
      or price at which an SAR shall be granted (the "Grant Price") and the conditions
      and limitations applicable to the exercise of each Option and SAR. An Option
      may
      be granted with or without a Tandem SAR. An SAR may be granted with or without
      a
      related Option. The Committee shall have the authority to grant Incentive Stock
      Options, or to grant Non-Qualified Stock Options, or to grant both types of
      Options. In the case of Incentive Stock Options or Tandem SARs related to such
      Options, the terms and conditions of such grants shall be subject to and comply
      with such rules as may be prescribed by Section 422 of the Code, as from time
      to
      time amended, and any regulations implementing such statute. A person who has
      been granted an Option or SAR under this Plan may be granted additional Options
      or SARs under the Plan if the Committee shall so determine; provided, however,
      that to the extent the aggregate Fair Market Value (determined at the time
      the
      Incentive Stock Option or Tandem SAR related thereto is granted) of the Shares
      with respect to which all Incentive Stock Options or Tandem SARs related to
      such
      Option are exercisable for the first time by an Employee during any calendar
      year (under all plans described in subsection (d) of Section 422 of the Code
      of
      the Employee's employer corporation and its parent and Subsidiaries) exceeds
      $100,000, such Options shall be treated as Non-Qualified Stock Options.


     

     

    
      
        
        

      

      
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    6.2  Price.
      The
      Committee in its sole discretion shall establish the Option Price at the time
      each Option is granted which price shall be set forth in an Award Agreement.
      Except in the case of Substitute Awards, the Option Price of an Option may
      not
      be less than 100% of the Fair Market Value of the Shares with respect to which
      the Option is granted on the date of grant of such Option. The Committee in
      its
      sole discretion shall establish the Grant Price at the time each SAR is granted,
      which price shall be set forth in an Award Agreement and may, in the Committee's
      sole discretion, be higher or lower than the Fair Market Value of a Share on
      the
      date of grant. 

     

    6.3  Term.
      Subject
      to the Committee's authority under Section 3.1 and the provisions of Section
      6.5, each Option and SAR and all rights and obligations thereunder shall expire
      on the date determined by the Committee and specified in the Award Agreement.
      The Committee shall be under no duty to provide terms of like duration for
      Options or SARs granted under the Plan. Notwithstanding the foregoing, no Option
      or Tandem SAR that relates to such Option shall be exercisable after the
      expiration of ten (10) years from the date such Option or SAR was granted.
      

     

    6.4  Exercise.
      

     

    (a)  Each
      Option and SAR shall be exercisable at such times and subject to such terms
      and
      conditions as the Committee may, in its sole discretion, specify in the
      applicable Award Agreement or thereafter. The Committee shall have full and
      complete authority to determine, subject to Section 6.5 herein, whether an
      Option or SAR will be exercisable in full at any time or from time to time
      during the term of the Option or SAR, or to provide for the exercise thereof
      in
      such installments, upon the occurrence of such events and at such times during
      the term of the Option or SAR as the Committee may determine. 

     

    (b)  The
      Committee may impose such conditions with respect to the exercise of Options
      or
      SARs, including without limitation, any relating to the application of federal,
      state or foreign securities laws or the Code, as it may deem necessary or
      advisable. The exercise of any Option granted hereunder shall be effective
      only
      at such time as the sale of Shares pursuant to such exercise will not violate
      any state or federal securities or other laws. 

     

    (c)  An
      Option, or SAR exercisable for Shares, may be exercised in whole or in part
      at
      any time, with respect to whole Shares only, within the period permitted
      thereunder for the exercise thereof, and shall be exercised by written notice
      of
      intent to exercise the Option or SAR, delivered to the Company at its principal
      office, and payment in full to the Company at the direction of the Committee
      of
      the amount of the Option Price, in the case of an Option, for the number of
      Shares with respect to which the Option is then being exercised. A Tandem SAR
      that is related to an Incentive Stock Option may be exercised only to the extent
      that the related Option is exercisable and only when the Fair Market Value
      exceeds the Option Price of the related Option. The exercise of either an Option
      or Tandem SAR shall result in the termination of the other to the extent of
      the
      number of Shares with respect to which either the Option or Tandem SAR is
      exercised. 

     

    (d)  Payment
      of the Option Price shall be made in cash or cash equivalents, or, at the
      discretion of the Committee, (i) in whole Shares valued at the Fair Market
      Value
      of such Shares on the date of exercise (or next succeeding trading date, if
      the
      date of exercise is not a trading date), together with any applicable
      withholding taxes, or (ii) by a combination of such cash (or cash equivalents)
      and such Shares; provided, however, that the optionee shall not be entitled
      to
      tender Shares pursuant to successive, substantially simultaneous exercises
      of an
      Option or any other stock option of the Company. Subject to applicable
      securities laws, an Option may also be exercised by delivering a notice of
      exercise of the Option and simultaneously selling the Shares thereby acquired,
      pursuant to a brokerage or similar agreement approved in advance by proper
      officers of the Company, using the proceeds of such sale as payment of the
      Option Price, together with any applicable withholding taxes. Until the optionee
      has been issued the Shares subject to such exercise, he or she shall possess
      no
      rights as a shareholder with respect to such Shares. 

     

    (e)  An
      SAR
      may be exercised in whole or in part at any time after such SAR has become
      exercisable in accordance with the terms of the applicable Award Agreement;
      provided, however, that no partial exercise of an SAR exercisable for cash
      shall
      result in the cash payment to the Participant of less than $250. The partial
      exercise of an SAR shall not cause the expiration, termination or cancellation
      of the remaining portion thereof. Upon the partial exercise of an SAR, the
      Award
      Agreement evidencing such SAR, marked with such notations as the Committee
      may
      deem appropriate to evidence such partial exercise, shall be returned to the
      Participant exercising such SAR, together with the payment described in Section
      6.4(c) or 6.4(f) hereof, as the case may be.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (f)  The
      exercise of an SAR exercisable for cash shall entitle a Participant to a cash
      payment, for each such SAR exercised, equal to an amount determined by the
      Committee and as set forth in an Award Agreement. Unless otherwise determined
      by
      the Committee and set forth in an Award Agreement, the exercise of an SAR
      exercisable for cash shall entitle a Participant to a cash payment, for each
      such SAR exercised, equal to an amount equal to the excess of (i) the Fair
      Market Value of a Share on the exercise date over (ii) the Grant Price of the
      SAR as reflected in the applicable Award Agreement. All payments under this
      Section 6.4(f) shall be made as soon as practicable, but in no event later
      than
      ten (10) business days, after the effective date of the exercise of the
      SAR.

     

    (g)  At
      the
      Committee's discretion, and as set forth in an Award Agreement, the amount
      payable as a result of the exercise of an SAR may be settled in cash, Shares
      or
      a combination of cash and Shares. A fractional Share shall not be deliverable
      upon the exercise of a SAR but a cash payment will be made in lieu thereof.
      

     

    6.5  Ten
      Percent Stock Rule.
      Notwithstanding any other provisions in the Plan, if at the time an Option
      or
      SAR is otherwise to be granted pursuant to the Plan the optionee or rights
      holder owns directly or indirectly (within the meaning of Section 424(d) of
      the
      Code) Shares of the Company possessing more than ten percent (10%) of the total
      combined voting power of all classes of Stock of the Company or its parent
      or
      Subsidiary or Affiliate corporations (within the meaning of Section 422(b)(6)
      of
      the Code), then any Incentive Stock Option or Tandem SAR to be granted to such
      optionee or rights holder pursuant to the Plan shall satisfy the requirement
      of
      Section 422(c)(5) of the Code, and the Option Price shall be not less than
      110%
      of the Fair Market Value of the Shares of the Company, and such Option by its
      terms shall not be exercisable after the expiration of five (5) years from
      the
      date such Option is granted. 

     

    SECTION
      7.  RESTRICTED
      SHARES AND RESTRICTED SHARE UNITS 

     

    7.1  Grant.
      

     

    (a)  Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Participants to whom Restricted Shares and Restricted
      Share Units shall be granted, the number of Restricted Shares and/or the number
      of Restricted Share Units to be granted to each Participant, the duration of
      the
      period during which, and the conditions under which, the Restricted Shares
      and
      Restricted Share Units may be forfeited to the Company, and the other terms
      and
      conditions of such Awards. The Restricted Share and Restricted Share Unit Awards
      shall be evidenced by Award Agreements in such form as the Committee shall
      from
      time to time approve, which agreements shall comply with and be subject to
      the
      terms and conditions provided hereunder and any additional terms and conditions
      established by the Committee that are consistent with the terms of the Plan.
      

     

    (b)  Each
      Restricted Share and Restricted Share Unit Award made under the Plan shall
      be
      for such number of Shares as shall be determined by the Committee and set forth
      in the Award Agreement containing the terms of such Restricted Share or
      Restricted Share Unit Award. Such agreement shall set forth a period of time
      during which the grantee must remain in the continuous employment of the Company
      in order for the forfeiture and transfer restrictions to lapse. If the Committee
      so determines, the restrictions may lapse during such restricted period in
      installments with respect to specified portions of the Shares covered by the
      Restricted Share or Restricted Share Unit Award. The Award Agreement may also,
      in the discretion of the Committee, set forth performance or other conditions,
      including any of those identified in Section 11, that will subject the Shares
      to
      forfeiture and transfer restrictions. The Committee may, at its discretion,
      waive all or any part of the restrictions applicable to any or all outstanding
      Restricted Share and Restricted Share Unit Awards

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7.2  Delivery
      of Shares and Transfer Restrictions.
      At the
      time of a Restricted Share Award, a certificate representing the number of
      Shares awarded thereunder shall be registered in the name of the grantee. Such
      certificate shall be held by the Company or any custodian appointed by the
      Company for the account of the grantee subject to the terms and conditions
      of
      the Plan, and shall bear such a legend setting forth the restrictions imposed
      thereon as the Committee, in its discretion, may determine. The grantee shall
      have all rights of a shareholder with respect to the Restricted Shares,
      including the right to receive dividends and the right to vote such Shares,
      subject to the following restrictions: (i) the grantee shall not be entitled
      to
      delivery of the stock certificate until the expiration of the restricted period
      and the fulfillment of any other restrictive conditions set forth in the Award
      Agreement with respect to such Shares; (ii) none of the Shares may be sold,
      assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed
      of during such restricted period or until after the fulfillment of any such
      other restrictive conditions; and (iii) except as otherwise determined by the
      Committee at or after grant, all of the Shares shall be forfeited and all rights
      of the grantee to such Shares shall terminate, without further obligation on
      the
      part of the Company, upon a Termination of Service and unless any other
      restrictive conditions relating to the Restricted Share Award are met. Any
      Shares, any other securities of the Company and any other property (except
      for
      cash dividends) distributed with respect to the Shares subject to Restricted
      Share Awards shall be subject to the same restrictions, terms and conditions
      as
      such restricted Shares. 

     

    7.3  Termination
      of Restrictions.
      At the
      end of the restricted period and provided that any other restrictive conditions
      of the Restricted Share Award are met, or at such earlier time as otherwise
      determined by the Committee, all restrictions set forth in the Award Agreement
      relating to the Restricted Share Award or in the Plan shall lapse as to the
      restricted Shares subject thereto, and a stock certificate for the appropriate
      number of Shares, free of the restrictions and restricted stock legend, shall
      be
      delivered to the Participant or the Participant's beneficiary or estate, as
      the
      case may be. 

     

    7.4  Payment
      of Restricted Share Units.
      Each
      Restricted Share Unit shall have a value equal to the Fair Market Value of
      a
      Share. Restricted Share Units shall be paid in cash, Shares, other securities
      or
      other property, as determined in the sole discretion of the Committee, upon
      the
      lapse of the restrictions applicable thereto, or otherwise in accordance with
      the applicable Award Agreement. A Participant shall be credited with dividend
      equivalents on any vested Restricted Share Units credited to the Participant's
      account at the time of any payment of dividends to shareholders on Shares.
      The
      amount of any such dividend equivalents shall equal the amount that would have
      been payable to the Participant as a shareholder in respect of a number of
      Shares equal to the number of vested Restricted Share Units then credited to
      the
      Participant. Any such dividend equivalents shall be credited to the
      Participant's account as of the date on which such dividend would have been
      payable and shall be converted into additional Restricted Share Units (which
      shall be immediately vested) based upon the Fair Market Value of a Share on
      the
      date of such crediting. No dividend equivalents shall be paid in respect of
      Restricted Share Units that are not yet vested. Except as otherwise determined
      by the Committee at or after grant, Restricted Share Units may not be sold,
      assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed
      of, and all Restricted Share Units and all rights of the grantee to such
      Restricted Share Units shall terminate, without further obligation on the part
      of the Company, upon a Termination of Service and unless any other restrictive
      conditions relating to the Restricted Share Unit Award are met.

     

    SECTION
      8.  PERFORMANCE
      AWARDS 

     

    8.1  Grant.
      The
      Committee shall have sole and complete authority to determine the Participants
      who shall receive a Performance Award, which shall consist of a right that
      is
      (i) denominated in cash or Shares, (ii) valued, as determined by the Committee,
      in accordance with the achievement of such performance goals during such
      performance periods as the Committee shall establish, and (iii) payable at
      such
      time and in such form as the Committee shall determine. Performance Awards
      shall
      include, but are not limited to, Performance Shares and Performance Units.
      All
      Performance Awards shall be subject to the terms and provisions of Section
      11
      hereof. 

     

    8.2  Terms
      and Conditions.
      Subject
      to the terms of the Plan and any applicable Award Agreement, the Committee
      shall
      determine the performance goals to be achieved during any performance period,
      the length of any performance period, the amount of any Performance Award and
      the amount and kind of any payment or transfer to be made pursuant to any
      Performance Award, and may amend specific provisions of the Performance Award;
      provided, however, that such amendment may not adversely affect existing
      Performance Awards made within a performance period commencing prior to
      implementation of the amendment. 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.3  Payment
      of Performance Awards.
      Performance Awards may be paid in a lump sum or in installments following the
      close of the performance period or, in accordance with the procedures
      established by the Committee, on a deferred basis. A Participant's rights to
      any
      Performance Award may not be sold, assigned, transferred, pledged, hypothecated
      or otherwise encumbered or disposed of in any manner, except by will or the
      laws
      of descent and distribution, and/or except as the Committee may determine at
      or
      after grant. 

     

    


    8.4  Performance
      Shares.

     

    (a)  Associates
      who are in strategic leadership positions and Directors shall be eligible to
      receive Performance Share Awards. Subject to the provisions of the Plan, the
      Committee shall have sole and complete authority to determine the Participants
      to whom Performance Share Awards shall be granted, the number of Performance
      Shares to be granted to each Participant, the performance targets and goals
      to
      be satisfied, the duration of the period during which, and the conditions under
      which, the Performance Shares may be forfeited to the Company, and the other
      terms and conditions of such Awards. The Performance Share Awards shall be
      evidenced by Award Agreements in such form as the Committee shall from time
      to
      time approve, which agreements shall comply with and be subject to the terms
      and
      conditions provided hereunder and any additional terms and conditions
      established by the Committee that are consistent with the terms of the Plan.
      

     

    (b)  Each
      Performance Share Award made under the Plan shall be for such number of Shares
      as shall be determined by the Committee and set forth in the Award Agreement
      containing the terms of such Performance Share Award. 

     

    (c)  The
      Committee shall grant Performance Share Awards based solely upon the attainment
      of performance targets related to one or more performance goals selected by
      the
      Committee from among the goals identified in Section 11.

     

    8.5  Performance
      Units.

     

    (a)  Associates
      who are in strategic leadership positions and Directors shall be eligible to
      receive Performance Unit Awards. Subject to the provisions of the Plan, the
      Committee shall have sole and complete authority to determine the Participants
      to whom Performance Units shall be granted. Performance Units shall consist
      of a
      right that is (i) denominated in cash, (ii) valued, as determined by the
      Committee, in accordance with the achievement of such performance goals during
      such performance periods as the Committee shall establish, and (iii) payable
      at
      such time and in such form as the Committee shall determine. Subject to the
      terms of the Plan and any applicable Award Agreement, the Committee shall
      determine the performance goals to be achieved during any performance period,
      the length of any performance period, the amount of any Performance Unit Award
      and the amount and kind of any payment or transfer to be made pursuant to any
      Performance Unit Award. The Performance Unit Awards shall be evidenced by Award
      Agreements in such form as the Committee shall from time to time approve, which
      agreements shall comply with and be subject to the terms and conditions provided
      hereunder and any additional terms and conditions established by the Committee
      that are consistent with the terms of the Plan. The applicable Award Agreement
      shall set forth (i) the dollar value of Performance Units granted to the
      Participant; (ii) the performance period and performance goals with respect
      to
      each such Award; and (iii) any other terms and conditions as the Committee
      determines in its sole and absolute discretion.

     

    (b)  The
      Committee shall grant Performance Unit Awards based solely upon the attainment
      of performance targets related to one or more performance goals selected by
      the
      Committee from among the goals identified in Section 11. 

     

    SECTION
      9.  OTHER
      STOCK-BASED AWARDS 

     

    The
      Committee shall have the authority to determine the Participants who shall
      receive an Other Stock-Based Award, which shall consist of any right that is
      (i)
      not an Award described in Sections 6, 7 and 8 above and (ii) an Award of Shares
      or an Award denominated or payable in, valued in whole or in part by reference
      to, or otherwise based on or related to, Shares (including, without limitation,
      securities convertible into Shares), as deemed by the Committee to be consistent
      with the purposes of the Plan. Subject to the terms of the Plan and any
      applicable Award Agreement, the Committee shall determine the terms and
      conditions of any such Other Stock-Based Award. 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SECTION
      10. NON-EMPLOYEE DIRECTOR AND OUTSIDE DIRECTOR AWARDS 

     

    10.1 The
      Board
      may provide that all or a portion of a Non-Employee Director’s annual retainer,
      meeting fees and/or other awards or compensation as determined by the Board,
      be
      payable (either automatically or at the election of a Non-Employee Director)
      in
      the form of Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
      Shares, Restricted Share Units, Performance Shares, Performance Units and/or
      Other Stock-Based Awards, including unrestricted Shares. The Board shall
      determine the terms and conditions of any such Awards, including the terms
      and
      conditions which shall apply upon a termination of the Non-Employee Director’s
      service as a member of the Board, and shall have full power and authority in
      its
      discretion to administer such Awards, subject to the terms of the Plan and
      applicable law. 

     

    10.2 The
      Board
      may also grant Awards to Outside Directors pursuant to the terms of the Plan,
      including any Award described in Sections 6, 7, 8 and 9 above. With respect
      to
      such Awards, all references in the Plan to the Committee shall be deemed to
      be
      references to the Board. 

     

    SECTION
      11. PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE AWARDS 

     

    11.1 Notwithstanding
      anything in the Plan to the contrary, Performance Awards shall be subject to
      the
      terms and provisions of this Section 11. 

     

    11.2 The
      Committee may grant Performance Awards to Covered Officers based solely upon
      the
      attainment of performance targets related to one or more performance goals
      selected by the Committee from among the goals specified below. For the purposes
      of this Section 11, performance goals shall be limited to one or more of the
      following Company, Subsidiary, Affiliate, operating unit or division financial
      performance measures: 

     

    (a)  earnings
      or book value per Share;

     

    (b)  net
      income; 

     

    (c)  return
      on
      equity, assets, capital, capital employed or investment; 

     

    (d)  earnings
      before interest, taxes, depreciation and/or amortization; 

     

    (e)  operating
      income or profit; 

     

    (f)  operating
      efficiencies; 

     

    (g)  the
      ratio
      of criticized/classified loans to capital; 

     

    (h)  allowance
      for loan losses; 

     

    (i)  the
      ratio
      of non-performing loans to total loans; 

     

    (j)  the
      ratio
      of past due loans greater than 90 days and non-accruals to total loans;


     

    (k)  the
      ratio
      of net charge-offs to average loans; 

     

    (l)  after
      tax
      operating income; 

     

    (m)  cash
      flow(s);

     

    (n)  total
      revenues or revenues per employee;

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (o)  stock
      price or total shareholder return;

     

    (p)  growth
      in
      deposits;

     

    (q)  dividends;
      or 

     

    (r)  strategic
      business objectives, consisting of one or more objectives based on meeting
      specified cost targets, business expansion goals and goals relating to
      acquisitions or divestitures; 

     

    or
      any
      combination thereof. Each goal may be expressed on an absolute and/or relative
      basis, may be based on or otherwise employ comparisons based on internal
      targets, the past performance of the Company or any Subsidiary, Affiliates
      operating unit or division of the Company and/or the past or current performance
      of other companies, and in the case of earnings-based measures, may use or
      employ comparisons relating to capital, shareholders' equity and/or Shares
      outstanding, or to assets or net assets. The Committee may, at its discretion,
      waive all or any part of the restrictions applicable to any or all outstanding
      Performance Awards, including Performance Share Awards and Performance Unit
      Awards.

     

    11.3 With
      respect to any Covered Officer, the maximum number of Shares in respect of
      which
      all Performance Awards may be granted under Section 8 of the Plan in each year
      of the performance period is 50,000 and the maximum amount of any Award settled
      in cash shall not exceed $1,000,000 in each year of the performance period.
      

     

    11.4 To
      the
      extent necessary to comply with Section 162(m), with respect to grants of
      Performance Awards, including Performance Share Awards and Performance Unit
      Awards, no later than 90 days following the commencement of each performance
      period (or such other time as may be required or permitted by Section 162(m)
      of
      the Code), the Committee shall, in writing, (1) select the performance goal
      or
      goals applicable to the performance period, (2) establish the various targets
      and bonus amounts which may be earned for such performance period, and (3)
      specify the relationship between performance goals and targets and the amounts
      to be earned by each Covered Officer for such performance period. Following
      the
      completion of each performance period, the Committee shall certify in writing
      whether the applicable performance targets have been achieved and the amounts,
      if any, payable to Covered Officers for such performance period. In determining
      the amount earned by a Covered Officer for a given performance period, subject
      to any applicable Award Agreement, the Committee shall have the right to reduce
      (but not increase) the amount payable at a given level of performance to take
      into account additional factors that the Committee may deem relevant to the
      assessment of individual or corporate performance for the performance period.
      

     

    SECTION
      12. TERMINATION
      OF EMPLOYMENT

     

    The
      Committee shall have the full power and authority to determine the terms and
      conditions that shall apply to any Award upon a Termination of Service, and
      may
      provide such terms and conditions in the Award Agreement or in such rules and
      regulations as it may prescribe.

     

    SECTION
      13. CHANGE
      IN
      CONTROL

     

    Upon
      a
      Change in Control (but only if and to the extent so determined by the Committee
      at or after grant (subject to any right of approval expressly reserved by the
      Committee at
      the
      time of such determination)), all outstanding Awards shall vest, become
      immediately exercisable or payable or have all restrictions lifted.


     

    SECTION
      14. AMENDMENT
      AND TERMINATION

     

    14.1 Amendments
      to the Plan.
      The
      Board may amend, alter, suspend, discontinue or terminate the Plan or any
      portion thereof at any time; provided that no such amendment, alteration,
      suspension, discontinuation or termination shall be made without shareholder
      approval if such approval is necessary to comply with any tax or regulatory
      requirement for which or with which the Board deems it necessary or desirable
      to
      comply.

     

    14.2 Amendments
      to Awards.
      Subject
      to the restrictions of Sections 3.1 and 6.2, the Committee may waive any
      conditions or rights under, amend any terms of or alter, suspend, discontinue,
      cancel or terminate, any Award theretofore granted, prospectively or
      retroactively; provided that any such waiver, amendment, alteration, suspension,
      discontinuance, cancellation or termination that would adversely affect the
      rights of any Participant or any holder or beneficiary of any Award theretofore
      granted shall not to that extent be effective without the consent of the
      affected Participant, holder or beneficiary.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    14.3 Adjustments
      of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
      Events.
      The
      Committee is hereby authorized to make adjustments in the terms and conditions
      of, and the criteria included in, Awards in recognition of unusual or
      nonrecurring events (including, without limitation, the events described in
      Section 4.2 hereof) affecting the Company, any Subsidiary or Affiliate, or
      the
      financial statements of the Company or any Subsidiary or Affiliate, or of
      changes in applicable laws, regulations or accounting principles, whenever
      the
      Committee determines that such adjustments are appropriate in order to prevent
      dilution or enlargement of the benefits or potential benefits intended to be
      made available under the Plan. 

     

    SECTION
      15. GENERAL
      PROVISIONS

     

    15.1 Limited
      Transferability of Awards.
      Except
      as otherwise provided in the Plan, no Award shall be assigned, alienated,
      pledged, attached, sold or otherwise transferred or encumbered by a Participant,
      except (i) by will or the laws of descent and distribution, (ii) to a Permitted
      Transferee and/or (iii) as may be provided by the Committee in its discretion,
      at or after grant, in the Award Agreement; provided, however, that an Incentive
      Stock Option shall not be assigned, alienated, pledged, attached, sold or
      otherwise transferred or encumbered by a Participant except by will or the
      laws
      of descent and distribution. No transfer of an Award by will or by laws of
      descent and distribution shall be effective to bind the Company unless the
      Company shall have been furnished with written notice thereof and an
      authenticated copy of the will and/or such other evidence as the Committee
      may
      deem necessary or appropriate to establish the validity of the transfer. A
      Permitted Transferee may not transfer an Award other than by will or the laws
      of
      descent and distribution. For purposes of this Plan, “Permitted Transferee”
means the Participant’s Immediate Family, a Permitted Trust or a partnership of
      which the only partners are members of the Participant’s Immediate Family. For
      purposes of this Plan, “Immediate Family” means the Participant’s children and
      grandchildren, including adopted children and grandchildren, stepchildren,
      parents, stepparents, grandparents, spouse, siblings (including half brothers
      and sisters), father-in-law, mother-in-law, daughters-in-law and sons-in-law.
      For purposes of this Plan, a “Permitted Trust” means a trust solely for the
      benefit of the Participant or Participant’s Immediate Family.

     

    15.2 Dividend
      Equivalents.
      In the
      sole and complete discretion of the Committee, an Award may provide the
      Participant with dividends or dividend equivalents, payable in cash, Shares,
      other securities or other property on a current or deferred basis. All dividend
      or dividend equivalents which are not paid currently may, at the Committee's
      discretion, accrue interest, be reinvested into additional Shares, or in the
      case of dividends or dividend equivalents credited in connection with
      Performance Awards, be credited as additional Performance Awards and paid to
      the
      Participant if and when, and to the extent that, payment is made pursuant to
      such Award. The total number of Shares available for grant under Section 4
      shall
      not be reduced to reflect any dividends or dividend equivalents that are
      reinvested into additional Shares or credited as Performance Awards.


     

    15.3 No
      Rights to Awards.
      No
      Person shall have any claim to be granted any Award, and there is no obligation
      for uniformity of treatment of Participants or holders or beneficiaries of
      Awards. The terms and conditions of Awards need not be the same with respect
      to
      each Participant. 

     

    15.4 Share
      Certificates.
      All
      certificates for Shares or other securities of the Company or any Subsidiary
      or
      Affiliate delivered under the Plan pursuant to any Award or the exercise thereof
      shall be subject to such stop transfer orders and other restrictions as the
      Committee may deem advisable under the Plan or the rules, regulations and other
      requirements of the SEC or any state securities commission or regulatory
      authority, any stock exchange or other market upon which such Shares or other
      securities are then listed, and any applicable Federal or state laws, and the
      Committee may cause a legend or legends to be put on any such certificates
      to
      make appropriate reference to such restrictions. 

     

    15.5 Withholding.
      A
      Participant may be required to pay to the Company or any Subsidiary or Affiliate
      and the Company or any Subsidiary or Affiliate shall have the right and is
      hereby authorized to withhold from any Award, from any payment due or transfer
      made under any Award or under the Plan, or from any compensation or other amount
      owing to a Participant the amount (in cash, Shares, other securities, other
      Awards or other property) of any applicable withholding or other taxes in
      respect of an Award, its exercise, or any payment or transfer under an Award
      or
      under the Plan and to take such other action as may be necessary in the opinion
      of the Company to satisfy all obligations for the payment of such taxes. The
      Committee may provide for additional cash payments to holders of Options to
      defray or offset any tax arising from the grant, vesting, exercise or payment
      of
      any Award.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    15.6 Award
      Agreements.
      Each
      Award hereunder shall be evidenced by an Award Agreement that shall be delivered
      to the Participant and may specify the terms and conditions of the Award and
      any
      rules applicable thereto. In the event of a conflict between the terms of the
      Plan and any Award Agreement, the terms of the Plan shall prevail.

     

    15.7 No
      Limit on Other Compensation Arrangements.
      Nothing
      contained in the Plan shall prevent the Company or any Subsidiary or Affiliate
      from adopting or continuing in effect other compensation arrangements, which
      may, but need not, provide for the grant of Options, SARs, Restricted Shares,
      Restricted Share Units, Performance Shares, Performance Units, Other Stock-Based
      Awards or other types of Awards provided for hereunder.

     

    15.8 No
      Right to Employment.
      The
      grant of an Award shall not be construed as giving a Participant the right
      to be
      retained in the employ of the Company or any Subsidiary or Affiliate. Further,
      the Company or a Subsidiary or Affiliate may at any time dismiss a Participant
      from employment, free from any liability or any claim under the Plan, unless
      otherwise expressly provided in an Award Agreement.

     

    15.9 No
      Rights as Shareholder.
      Subject
      to the provisions of the Plan and the applicable Award Agreement, no Participant
      or holder or beneficiary of any Award shall have any rights as a shareholder
      with respect to any Shares to be distributed under the Plan until such person
      has become a holder of such Shares. Notwithstanding the foregoing, in connection
      with each grant of Restricted Shares hereunder, the applicable Award Agreement
      shall specify if and to what extent the Participant shall not be entitled to
      the
      rights of a shareholder in respect of such Restricted Shares.

     

    15.10 Governing
      Law.
      The
      validity, construction and effect of the Plan and any rules and regulations
      relating to the Plan and any Award Agreement shall be determined in accordance
      with the laws of the State of Tennessee without giving effect to conflicts
      of
      laws principles.

     

    15.11 Severability.
      If any
      provision of the Plan or any Award is, or becomes, or is deemed to be invalid,
      illegal or unenforceable in any jurisdiction or as to any Person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Committee, such provision shall be construed or deemed amended to conform to
      the
      applicable laws, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award and the remainder of the Plan and any such Award shall remain in full
      force and effect.

     

    15.12 Other
      Laws.
      The
      Committee may refuse to issue or transfer any Shares or other consideration
      under an Award if, acting in its sole discretion, it determines that the
      issuance or transfer of such Shares or such other consideration might violate
      any applicable law or regulation (including applicable non-U.S. laws or
      regulations) or entitle the Company to recover the same under Exchange Act
      Section 16(b), and any payment tendered to the Company by a Participant, other
      holder or beneficiary in connection with the exercise of such Award shall be
      promptly refunded to the relevant Participant, holder or
      beneficiary.

     

    15.13 No
      Trust or Fund Created.
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company or
      any
      Subsidiary or Affiliate and a Participant or any other Person. To the extent
      that any Person acquires a right to receive payments from the Company or any
      Subsidiary or Affiliate pursuant to an Award, such right shall be no greater
      than the right of any unsecured general creditor of the Company or any
      Subsidiary or Affiliate.

     

    15.14 No
      Fractional Shares.
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award, and the Committee shall determine whether cash, other securities or
      other
      property shall be paid or transferred in lieu of any fractional Shares or
      whether such fractional Shares or any rights thereto shall be canceled,
      terminated or otherwise eliminated.

     

    
      
        
        

      

      
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    15.15 Headings.
      Headings are given to the sections and subsections of the Plan solely as a
      convenience to facilitate reference. Such headings shall not be deemed in any
      way material or relevant to the construction or interpretation of the Plan
      or
      any provision thereof.

     

    SECTION
      16. TERM
      OF
      THE PLAN

     

    16.1 Effective
      Date.
      The
      Plan shall be effective as of April 20, 2004 provided it has been approved
      by
      the Board and by the Company's shareholders.

     

    16.2 Expiration
      Date.
      No new
      Awards shall be granted under the Plan after the tenth (10th) anniversary of
      the
      Effective Date. Unless otherwise expressly provided in the Plan or in an
      applicable Award Agreement, any Award granted hereunder may, and the authority
      of the Board or the Committee to amend, alter, adjust, suspend, discontinue
      or
      terminate any such Award or to waive any conditions or rights under any such
      Award shall, continue after the tenth (10th) anniversary of the Effective
      Date.

     

                    PINNACLE
      FINANCIAL
      PARTNERS, INC.

    


    


                    By:
/s/
      M.
      Terry Turner    

                    Name:
M.
      Terry Turner    

                    Title:
President
      and Chief Executive Officer  

     

    
      
        
        

      

      
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