Amendment to Agreements with R. Dale Floyd


    Exhibit
      10.4

    

      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 R. Dale Floyd
        (“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 $41,000.00.

      


      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 15 months instead of 12 months.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

    

     

    
 

    
      	 	
              Executive:

            
	 	
              /s/
                R. Dale Floyd

            
	 	
              R.
                Dale Floyd

            
	 	 


    

    


    


    
      	 	CAVALRY
              BANKING
	
              by:

            	 
	 	
              Ira
                B. Lewis, Jr.

            
	 	 


    

    


    


    
      	 	
              
                CAVALRY
                  BANCORP, INC.

              

            
	
              by:

            	 
	 	
              William
                S. Jones