Exhibit 10.4 Amendment No. 3 to Pinnacle Financial Partners, Inc. 2004 Equity
      Incentive Plan


    Exhibit
      10.4

    


    


    AMENDMENT
      NO. 3 TO PINNACLE FINANCIAL PARTNERS, INC.

    2004
      EQUITY INCENTIVE PLAN

    


    


    WHEREAS,
      the Board of Directors and shareholders of Pinnacle Financial Partners, Inc.,
      a
      Tennessee corporation (the "Company"), have previously adopted the 2004 Equity
      Incentive Plan (the "Plan"); and 

    


    WHEREAS,
      the Board of Directors and shareholders of the Company have previously adopted
      Amendment No. 1 and Amendment No. 2 to the Plan; and 

     

    WHEREAS,
      pursuant to Section 13.1 of the Plan, the Company's Board of Directors has
      retained the right to amend the Plan; and

    


    WHEREAS,
      the Company's Board of Directors now desires to amend the Plan;

    


    NOW,
      THEREFORE, IN CONSIDERATION of the premises and by resolution of the Company's
      Board of Directors, the Plan is hereby amended as follows:

    


    1. Section
      4.2 of the Plan is deleted in its entirety and replaced with the
      following:

     

    “4.2 Adjustments.
      In the event that any extraordinary 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 then the Committee shall in an equitable
      and proportionate manner (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 (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) 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)
      make provision for a cash payment to the holder of an outstanding Award."


    


    2. Except
      as
      expressly stated herein, all other portions of the Plan remain in full force
      and
      effect.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    3. This
      Amendment No. 3 to the Pinnacle Financial Partners, Inc. 2004 Equity Incentive
      Plan is effective this 19th day of September, 2006.

    


    


    


    PINNACLE
      FINANCIAL PARTNERS, INC.

    


    By: 
      /s/
      Hugh M. Queener

    Name:
      Hugh
      M. Queener 

    Title:
      Secretary
      to the Board