Amendment to Agreements with Hillard C. Gardner


    Exhibit
      10.3

    
 

    AMENDMENT
      NO. 1 TO

    AGREEMENTS

    


    


    This
      amendment dated as of December 30, 2005, amends the Agreement dated as of March
      1, 1999 (“Change in Control Agreement”) by and between Hillard C. Gardner
      (“Executive”), Cavalry Banking (“Bank”) and Cavalry Bancorp, Inc. (“Company”)
      and the Non-Competition, Non-Disclosure and Non-Solicitation Agreement dated
      as
      of September 11, 2004, between Executive and the Bank (“Non-Competition
      Agreement” and collectively with the Change in Control Agreement, the “Original
      Agreements”).

    


    WHEREAS,
      the Company is a party to an Agreement and Plan of Merger by and between the
      Company and Pinnacle Financial Partners, Inc. dated as of September 30, 2005
      (the “Merger Agreement”);

    


    WHEREAS,
      the parties desire to amend the Original Agreements in order to address certain
      federal income tax issues arising under Section 280G of the Internal Revenue
      Code upon the consummation of the Merger Agreement and to provide for certain
      protections to the Company in certain events;

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    1. Except
      as
      specifically modified herein, the terms of the Original Agreements remain in
      force and effect (the Original Agreements, as amended hereby, are hereinafter
      referred to as the “Agreements”).

    


    2. The
      parties agree that the term of the Change in Control Agreements are extended
      for
      one year, in accordance with the provisions of Section 1.

    


    3. The
      parties agree that concurrently with the execution hereof, Executive shall
      receive a one-time payment of $20,000.00.

    


    4. In
      the
      event of a Change in Control, as provided in the Change in Control Agreement,
      the amount which would otherwise be paid under Section 5 (Change in Control)
      shall be limited so that the “base amount” as calculated pursuant to Section
      5(c) shall exclude the payment provided in Section 3 above, and the total paid
      under Section 5(c) shall be reduced by the amount of the payment provided in
      Section 3 above.

    


    5. The
      period of the non-competition agreement contained in Section 2 of the Agreement
      shall be amended to 13 months instead of 12 months.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Amendment No. 1 on December
      30,
      2005.

     

    

      


      
        	 	
                Executive:

              
	 	
                

              
	 	
                Hillard
                  C. Gardner

              
	 	 


      

      


      


      
        	 	
                
                  CAVALRY
                    BANKING

                

              
	
                by:

              	 
	 	
                Ira
                  B. Lewis, Jr.

              
	 	 


      

      


      


      
        	 	
                CAVALRY
                  BANCORP, INC.

              
	
                by:

              	 
	 	
                William
                  S. Jones