UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

{  X  }    Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
           Act of 1934 For the Quarterly Period Ended March 31, 2002 or

{      }   Transition Report Pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934 For the Transition period from___________
           To ___________

Commission File Number: 0-23605


                              CAVALRY BANCORP, INC.
                              ---------------------
             (exact name of registrant as specified in its charter)


              Tennessee                                       62-1721072
           ---------------                                    ----------
     (State or other jurisdiction                        (I.R.S. Employer
     of incorporation or organization)                      I.D. Number)

114 West College Street, Murfreesboro, Tennessee                  37130
------------------------------------------------               ----------
 (Address of principal executive offices)                     (Zip Code)

                                     (615) 893-1234
                                   ---------------------
               Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and has been subject to such filing requirements
for the past 90 days.

                    Yes  X                    No
                        ---                      ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock Issued and Outstanding: 6,973,624 as of May 10, 2002.

<PAGE>

                              CAVALRY BANCORP, INC.
                                Table of Contents
<TABLE>
<CAPTION>

<S>         <C>                                                                   <C>
Part I      Financial Information                                                 Page

Item 1.     Financial Statements

            Consolidated Balance Sheets at March 31, 2002 (unaudited)
            and December 31, 2001                                                     1


            Consolidated Statements of Income (unaudited) for the Three Months
            Ended March 31, 2002 and 2001                                             2


            Consolidated Statements of Comprehensive Income (unaudited) for the
            Three Months Ended March 31, 2002 and 2001                                3


            Consolidated Statements of Cash Flows (unaudited) for the
            Three Months Ended March 31, 2002 and 2001                                4


            Notes to Consolidated Financial Statements (unaudited)                  5-7


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                    7-10

Item 3.     Quantitative and Qualitative Disclosures About Market Risk               10

Part II     Other Information                                                     11-12

Signatures                                                                           13
</TABLE>


<PAGE>
Part I.     Financial Information

ITEM 1.                 FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                  CAVALRY BANCORP, INC.
                                              CONSOLIDATED BALANCE SHEETS
                                    MARCH 31, 2002 (UNAUDITED) AND DECEMBER 31, 2001
                                                (DOLLARS IN THOUSANDS)

                              ASSETS                                          March 31, 2002    December 31, 2001
---------------------------------------------------------------------------  ----------------  -------------------
                                                                               (Unaudited)
<S>                                                                          <C>               <C>
Cash and due from banks                                                      $        16,148   $           23,596
Interest-bearing deposits with other financial institutions                              273                  393
Federal funds sold                                                                    39,642               45,292
                                                                             ----------------  -------------------
Cash and cash equivalents                                                             56,063               69,281
Investment securities available-for-sale at fair value (amortized cost:
 $33,775 and $41,571 at March 31, 2002 and December 31, 2001, respectively)           33,781               41,808
Investment securities held to maturity - at amortized cost (fair value:
  $617 and $632 at March 31, 2002 and December 31, 2001, respectively)                   621                  637
Federal Home Loan Bank of Cincinnati and
Federal Reserve Bank stock - at cost                                                   3,423                2,159
Loans held for sale, at estimated fair value                                          10,936               10,423
Loans receivable, net of allowances for loan losses of $4,570 in 2002 and
  $4,470 in 2001                                                                     284,850              280,239
Accrued interest receivable                                                            2,026                2,139
Office properties and equipment, net                                                  17,286               15,554
Bank owned life insurance                                                              7,532                7,500
Foreclosed assets, net                                                                   225                  184
Goodwill                                                                               1,741                    -
Other assets                                                                           2,489                2,950
                                                                             ----------------  -------------------
Total assets                                                                 $       420,973   $          432,874
                                                                             ================  ===================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------------------
Liabilities:
Deposits:
     Interest-bearing                                                        $       323,397   $          332,688
      Non-interest-bearing                                                            44,862               48,302
                                                                             ----------------  -------------------
            Total deposits                                                           368,259              380,990
Advances from Federal Home Loan Bank of Cincinnati                                       984                  998
Accrued expenses and other liabilities                                                 3,197                2,080
                                                                             ----------------  -------------------
               Total liabilities                                                     372,440              384,068
                                                                             ----------------  -------------------
Shareholders' equity:
Preferred stock, no par value
  Authorized- 250,000 shares; none issued or outstanding at
     March 31, 2002 and December 31, 2001                                                  -                    -
Common stock, no par value
  Authorized- 49,750,000 shares; issued and outstanding
     6,989,120 and 7,079,801 at March 31, 2002
     and December 31, 2001, respectively                                              10,649               11,683
Retained earnings                                                                     41,462               40,700
Unallocated ESOP Shares                                                               (3,582)              (3,723)
Accumulated other comprehensive income, net of tax                                         4                  146
                                                                             ----------------  -------------------

Total shareholders' equity                                                            48,533               48,806
                                                                             ----------------  -------------------
Total liabilities and shareholders' equity                                   $       420,973   $          432,874
                                                                             ================  ===================
<FN>


Note:  The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date
but does not include all of the information and footnotes required by generally accepted accounting principles for
complete financial statements.
</TABLE>



See accompanying notes to consolidated financial statements.

                                        1
<PAGE>
                              CAVALRY BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               Three Months Ended
                                                     March 31,
                                                 2002        2001
                                              ----------  ----------
<S>                                           <C>         <C>

Interest and dividend income:
 Loans                                        $    5,226  $    6,492
 Investment securities                               520         584
 Other                                               172         424
                                              ----------  ----------
       Total interest and dividend income          5,918       7,500
                                              ----------  ----------
Interest expense - deposits                        1,924       3,628
Interest expense - borrowings                          5          14
                                              ----------  ----------
      Total interest expense                       1,929       3,642
                                              ----------  ----------
 Net interest income                               3,989       3,858
 Provision for loan losses                           109         103
                                              ----------  ----------
  Net interest income after provision
     for loan losses                               3,880       3,755
                                              ----------  ----------
Non-interest income:
  Servicing income                                    69          75
  Gain on sale of loans, net                         569         403
  Deposit servicing fees and charges                 879         822
  Trust service fees                                 256         293
  Other operating income                             698         169
                                              ----------  ----------
    Total non-interest income                      2,471       1,762
                                              ----------  ----------
 Non-interest expenses:
    Salaries and employee benefits                 2,792       2,345
   Occupancy expense                                 270         239
   Supplies, communications and other
     office expenses                                 259         229
   Federal insurance premiums                         16          16
   Advertising expense                                87          96
   Equipment and service bureau expense              624         552
   Other operating expense                           456         379
                                              ----------  ----------
      Total non-interest expenses                  4,504       3,856
                                              ----------  ----------
  Income before income taxes                       1,847       1,661
  Income tax expense                                 778         704
                                              ----------  ----------
Net income                                    $    1,069  $      957
                                              ==========  ==========

Basic earnings per share                      $     0.16  $     0.15
                                              ==========  ==========

Diluted earnings per share                    $     0.16  $     0.15
                                              ==========  ==========

Weighted average shares outstanding -Basic     6,495,260   6,444,654
                                              ==========  ==========

Weighted average shares outstanding -Diluted   6,643,655   6,458,994
                                              ==========  ==========
</TABLE>



Dividends declared $0.05 per share payable April 12, 2002 for shareholders of
record date March 31, 2002.

See accompanying notes to consolidated financial statements.


                                        2
<PAGE>


                              CAVALRY BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                      Three Months Ended
                                            March 31,
                                          2002     2001
                                          ----     ----
<S>                                      <C>      <C>
Net income                               $1,069   $  957
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
 available-for-sale                        (142)     124
                                         -------  ------

Comprehensive income                     $  927   $1,081
                                         =======  ======
</TABLE>



See accompanying notes to consolidated financial statements.


                                        3
<PAGE>
                              CAVALRY BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                               2002       2001
                                                             ---------  ---------
<S>                                                          <C>        <C>

Operating activities:
          Net cash provided (used) by operating activities   $  3,259    ($4,751)
                                                             ---------  ---------
Investing activities:
   Decrease ( increase) in loans receivable, net               (4,842)     1,191
   Principal payments on investment securities                    742         11
  Purchase of investment securities
     available for sale                                             -    (14,496)
  Purchase of Federal Reserve Stock                            (1,240)         -
  Proceeds from maturities of investment securities             7,000      6,350
  Purchase of office properties and equipment                  (2,052)      (553)
   Proceeds from sale of real estate acquired
       through foreclosure                                         81          -
  Cash paid in acquisition of Miller & Loughry                 (1,964)         -
                                                             ---------  ---------
          Net cash used in investing activities                (2,275)    (7,497)
                                                             ---------  ---------

Financing activities:
  Net increase (decrease) in deposits                         (12,731)    23,170
  Retirement of common stock                                   (1,150)         -
  Dividends paid                                                 (307)      (310)
  Net decrease in borrowings                                      (14)      (539)
                                                             ---------  ---------
         Net cash provided by (used in)
          financing activities                                (14,202)    22,321
                                                             ---------  ---------
Increase (decrease) in cash and cash equivalents              (13,218)    10,073
Cash and equivalents, beginning of period                      69,281     45,025
                                                             ---------  ---------

 Cash and cash equivalents, end of period                    $ 56,063   $ 55,098
                                                             =========  =========

SUPPLEMENT DISCLOSURES OF CASH
   FLOW INFORMATION:
Payments during the period for:
Interest                                                     $  1,870   $  3,553
                                                             =========  =========
Income taxes                                                 $      -   $      -
                                                             =========  =========

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:

Increase (decrease) in deferred tax asset related
   to unrealized loss on investments                         $     89   $    (77)
                                                             =========  =========
Net unrealized gain (losses) on investment
    securities available for sale                            $   (231)  $    201
                                                             =========  =========
Dividends declared and payable                               $    307   $    310
                                                             =========  =========
</TABLE>



See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
                              CAVALRY BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation

Cavalry Bancorp, Inc. (the "Company"), a Tennessee corporation, is the holding
company for Cavalry Banking (the "Bank") which is a state chartered Federal
Reserve member commercial bank.  Miller & Loughry Insurance and Services, Inc.
("Miller & Loughry"), an independent insurance agency, is a wholly-owned
subsidiary of the Bank.

The unaudited consolidated financial statements include the accounts of Miller &
Loughry, the Bank and the Company.  All material intercompany accounts and
transactions have been eliminated in consolidation.

The accompanying consolidated financial statements of the Company have been
prepared in accordance with Instructions to Form 10-Q.  Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements.  However, such information reflects all adjustments (consisting
solely of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.

The results of operations for the three months ended March 31, 2002, are not
necessarily indicative of the results to be expected for the year ending
December 31, 2002.  The consolidated financial statements and notes thereto
should be read in conjunction with the audited consolidated financial statements
and notes thereto for the year ended December 31, 2001.

2.     Acquisitions

On January 4, 2002, Cavalry Banking, a wholly owned subsidiary of Cavalry
Bancorp, Inc., completed the acquisition of 100% of the capital stock issued and
outstanding of Miller & Loughry Insurances and Services, Inc., for a cash
purchase price of approximately $2.0 million.

Due to the insignificant effect on the financial position and results of
operations, no pro-forma data of this acquisition is required or presented.

3.     Earnings Per Share

The following schedule reconciles the numerators and denominators of the basic
and diluted earnings per share ("EPS") computations for the three months ended
March 31, 2002 and 2001.  Diluted common shares arise from the potentially
dilutive effect of the Company's stock options outstanding.


<TABLE>
<CAPTION>

                                     Quarter Ended March 31
                                     ----------------------
                                         2002        2001
                                     ----------  ----------
<S>                                  <C>         <C>

Basic EPS:
Net income                           $1,069,000  $  957,000
Average common shares outstanding     6,495,260   6,444,654
                                     ----------  ----------

Earnings per share - basic           $     0.16  $     0.15
                                     ==========  ==========

Diluted EPS:
Net income                           $1,069,000  $  957,000
                                     ----------  ----------

Average common shares outstanding     6,495,260   6,444,654
Dilutive effect of stock options        148,395      14,340
                                     ----------  ----------

Average dilutive shares outstanding   6,643,655   6,458,994
                                     ----------  ----------

Earnings per share - diluted         $     0.16  $     0.15
                                     ==========  ==========
</TABLE>


                                        5
<PAGE>
4.     Business Segments

The Company and its subsidiary provide community oriented banking services to
individuals and businesses primarily within Rutherford and Bedford counties in
Middle Tennessee.

The Company's segments are identified by the products and services offered,
principally distinguished as banking, trust, insurance, and mortgage banking
operations.  The majority of loans originated for sale are sold with the
servicing rights attached.

Segment information is derived from the internal reporting system utilized by
management with accounting policies and procedures consistent with those
described in Note 1 of the 2001 Annual Report to Shareholders.  Segment
performance is evaluated by the Company based on profit or loss before income
taxes.  Revenue, expense, and asset levels reflect those which can be
specifically identified and those assigned based on internally developed
allocation methods.  These methods have been consistently applied.


<TABLE>
<CAPTION>

<S>                               <C>        <C>        <C>     <C>         <C>             <C>
                                             Mortgage
For the quarter ended             Banking    Banking    Trust   Insurance   Eliminations    Consolidated
March 31, 2002:
Interest revenue                  $   5,918  $      -   $    -  $        -  $       -       $   5,918
Other income-external customers       1,123        69      256         454          -           1,902
Interest expense                      1,929         -        -           -          -           1,929
Depreciation and amortization           246        44       11           9          -             310
Other significant items:
    Provision for loan losses           109         -        -           -          -             109
    Gain on sales of assets               -       569        -           -          -             569
Segment profit (loss)                 1,724        (5)      73          76        (21)          1,847
Segment assets                      409,343    11,047      332       2,722     (2,471)        420,973

</TABLE>


<TABLE>
<CAPTION>

<S>                               <C>        <C>        <C>     <C>
                                            Mortgage
For the quarter ended             Banking    Banking    Trust   Consolidated
March 31, 2001:
Interest revenue                  $   7,500  $      -   $    -  $   7,500
Other income-external customers         991        75      293      1,359
Interest expense                      3,642         -        -      3,642
Depreciation and amortization           224        41        8        273
Other significant items:
   Provision for loan losses            103         -        -        103
   Gain on sale of assets                 -       403        -        403
Segment profit (loss)                 1,593        (6)      74      1,661
Segment assets                      396,860    11,490      383    408,733
</TABLE>



5.     New Accounting Standards Pronouncements

SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," was issued in September 2000.  This statement
replaces SFAS No. 125, and requires certain disclosures, but carries over most
of the provisions of SFAS No. 125.  SFAS 140 was effective for transfers and
servicing of financial assets and extinguishments of liabilities of the Company
occurring after March 31, 2001 and did not have a material impact on the
Company's financial statements.

SFAS No. 141, "Business Combinations" issued on June 29, 2001 requires business
combinations entered into after June 30, 2001 to be accounted for using the
purchase method of accounting.  Specifically identifiable intangible assets
acquired, other than goodwill, will be amortized over their estimated useful
economic life.  This pronouncement had no material effect on the Company's
financial statements.

                                        6
<PAGE>
SFAS No. 142, "Goodwill and Other Intangible Assets," issued on June 29, 2001,
addresses how intangible assets that are acquired individually or with a group
of other assets should be accounted for in financial statements upon their
acquisition.  This statement also addresses how goodwill and other intangible
assets should be accounted for after they have been initially recognized in the
financial statements.  This statement results in the end to systematic goodwill
and other intangible amortization and requires impairment testing on those
balances at least annually or if circumstances arise that suggest that
impairment may be an issue.  SFAS No. 142 was effective for the Company
beginning on January 1, 2002 and is applicable to all goodwill and other
intangible assets regardless of when those assets were initially recognized.

6.     Deferred Compensation and Retirement Plans

The Company has entered into separate deferred compensation arrangements
with the Board of Directors and certain senior officers.  The plans call for
certain amounts payable at retirement, death or disability.  The estimated
present value of the deferred compensation will be accrued over the remaining
expected term of active employment.  The Bank has purchased life insurance
policies that it intends to use to finance this liability.  Since these
agreements were adopted in May of 2002 there was no liability accrued during the
first quarter of 2002.


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Private Securities Litigation Reform Act Safe Harbor Statement

This Quarterly Report contains forward-looking statements within the meaning of
the federal securities laws.  These statements are not historical facts, rather
statements based on the Company's current expectations regarding its business
strategies and their intended results and its future performance.
Forward-looking statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends," and similar expressions.

Forward-looking statements are not guarantees of future performance.  Numerous
risks and uncertainties could cause the Company's actual results, performance,
and achievements to be materially different from those expressed or implied by
the forward-looking statements.  Factors that may cause or contribute to these
differences include, without limitation, general economic conditions, including
changes in market interest rates and changes in monetary and fiscal policies of
the federal government; legislative and regulatory changes; and other factors
disclosed periodically in the Company's filings with the Securities and Exchange
Commission.

Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in
this report or made elsewhere from time to time by the Company or on its behalf.
The Company assumes no obligation to update any forward-looking statements.

Comparison of Financial Condition at March 31, 2002 and December 31, 2001

Total assets were $421.0 million at March 31, 2002, compared to $432.9 million
at December 31, 2001, a decrease of $11.9 million or 2.75%. This decline was
primarily a result of a decline in total deposits.  As a result of the decline
in deposits, cash and cash equivalents decreased from $69.3 million at December
31, 2001, to $56.1 million at March 31, 2002.  Investment securities
available-for-sale decreased from $41.8 million at December 31, 2001, to $33.8
million at March 31, 2002 as a result of maturing securities being used to fund
increases in office properties and equipment.  Loans receivable net increased
$4.7 million from $280.2 million at December 31, 2001, to $284.9 million at
March 31, 2002. Office properties and equipment increased from $15.6 million at
December 31, 2001 to $17.3 million at March 31, 2002.  This increase was a
result of the purchase of land for a future branch location, completion of the
first floor of the Financial Services Building, and purchase of computers and
banking equipment.  The first floor of the Financial Services Building now
houses Miller and Loughry, the Investment Management and Trust Department and
Cavalry Investment services.  The computer and equipment purchases were in
anticipation of the upcoming computer system conversion.  The Bank has entered
into an agreement to change computer service bureaus from BISYS Group, Inc. to
FISERV, Inc.  This conversion will take place in the second quarter of this
year.  In the quarter ended March 31, 2002, the Company completed the purchase
of Miller & Loughry, an independent insurance agency,  for $2.0 million.  The
increase in goodwill was a result of the purchase of Miller & Loughry.

Deposit accounts decreased $12.7 million from $381.0 million at December 31,
2001, to $368.3 million at March 31, 2002.  Certificates of deposit increased
$400,000 from $145.6 million at December 31, 2001 to $146.0 million at March 31,
2002.  Savings deposits increased $1.2 million from $13.9 million at December
31, 2001 to $15.1 million at March 31, 2002.  Money market accounts increased
$300,000 from $91.6 million at December 31, 2001 to $91.9 million at March 31,
2002.  NOW accounts declined $11.3 million from $81.6 million at December 31,
2001 to $70.3 million at March 31, 2002.  Transaction accounts decreased $3.4
million from $48.3 million at December 31, 2001 to $44.9 million at March 31,
2002.  Management feels that these declines are temporary, and will continue to
market deposit relationships.

                                        7
<PAGE>

Stockholders' equity decreased by $300,000 from $48.8 million at December 31,
2001, to $48.5 million at March 31, 2002.  This decline was a result of the
repurchase and retirement of $1.2 million in Company common stock, a decrease in
unrealized gains on available-for-sale securities of $142,000, net of taxes, and
dividends of $307,000.  These decreases were partially offset by net income of
$1.1 million for the three months ended March 31, 2002, and the release of ESOP
shares of $257,000.

Non-performing assets were $394,000 at December 31, 2001 and $596,000 at March
31, 2002.

Comparison of Operating Results for the Three Months Ended March 31, 2002 and
March 31, 2001.

Net Income.  Net income was $1.1 million for the three months ended March 31,
2002 compared to $957,000 for the three months ended March 31, 2001.  Return on
average assets increased from 1.01% for the three months ended March 31, 2001,
to 1.04% for the same period in 2002.  Return on average equity also increased
from 8.78% for the three months ended March 31, 2001, to 9.00% for the same
period in 2002.  Earnings per share increased from $0.15 per diluted share for
the three months ended March 31, 2001, to $0.16 per diluted share for the same
period in 2002.  This increase was primarily a result of higher net interest
income and higher non-interest income.  These increases were partially offset by
higher non-interest expenses and a larger provision for loan losses.

Net Interest Income.  Net interest income increased $100,000 from $3.9 million
for the three months ended March 31, 2001, to $4.0 million for the same period
in 2002.  Interest rate spread increased from 3.78% for the three months ended
March 31, 2001, to 4.18% for the same period in 2002.  Net interest margin
decreased slightly from 4.45% for the three months ended March 31, 2001, to
4.44% for the same period  in 2002.  The ratio of average interest-earning
assets to average interest-bearing liabilities decreased from 116.15% for the
three months ended March 31, 2001, to 111.75% for the same period in 2002.

Interest income decreased 21.3% to $5.9 million for the three months ended March
31, 2002, from $7.5 million for the same period in 2001.  Interest on loans
decreased from $6.5 million for the three months ended March 31, 2001, to $5.2
million for the same period in 2002.  Average loans outstanding decreased from
$283.4 million for the three months ended March 31, 2001, to $281.8 million for
the same period in 2002.  The average yield decreased from 9.29% for the three
months ended March 31, 2001, to 7.52% for the same period in 2002, as a result
of declining interest rates.  Income on all other investments consisting of
mortgage backed securities, other investments, Federal Home Loan Bank and
Federal Reserve Bank stock, bank deposits and federal funds decreased from $1.0
million for the three months ended March 31, 2001, to $692,000 for the same
period in 2002.  Average investments increased from $67.8 million for the three
months ended March 31, 2001, to $82.8 million for the same period in 2002.  The
average yield decreased from 6.03% for the three months ended March 31, 2001, to
3.39% for the same period in 2002.

Interest expense decreased from $3.6 million for the three months ended March
31, 2001, to $1.9 million for the same period in 2002.  Average interest-bearing
deposits increased from $300.9 million for the three months ended March 31,
2001, to $325.3 million for the same period in 2002.  This increase was a result
of continuing efforts to increase market share of deposits.  The average cost of
deposits decreased from 4.89% for the three months ended March 31, 2001, to
2.40% for the same period in 2002.  Average borrowings decreased from $1.5
million at an average cost of 3.70% for the three months ended March 31, 2001 to
$989,000 at an average cost of 2.05% for the same period in 2002.  The total
cost of funds decreased from 4.88% for the three months ended March 31, 2001, to
2.40% for the same period in 2002.  Average interest-bearing liabilities
increased from $302.4 million for the three months ended March 31, 2001, to
$326.3 million for the same period in 2002.

Provision for Loan Losses.  Provision for loan losses are charges to earnings to
bring the total allowance for loan losses to a level considered by management as
adequate to provide for estimated loan losses based on management's evaluation
of the collectibility of the loan portfolio, including the nature of the
portfolio, credit concentrations, trends in historical loss experience, specific
impaired loans and economic conditions.  Management also considers the level of
problem assets, giving greater weight to the level of classified assets than to
the level of nonperforming assets because classified assets include not only
nonperforming assets but also performing assets that otherwise exhibit, in
management's judgment, potential credit weaknesses.

                                        8
<PAGE>

The provision for loan losses increased from $103,000 for the three months ended
March 31, 2001 to $109,000 for the same period in 2002.  The increase in the
provision was primarily a result of increases in total loans outstanding between
the two periods.  Management deemed the allowance for loan losses adequate at
March 31, 2002.

Non-interest Income.  Non-interest income increased from $1.8 million for the
three months ended March 31, 2001, to $2.5 million for the same period in 2002.
In the mortgage banking segment, net gain on sale of loans increased from
$403,000 for the three months ended March 31, 2001, to $569,000 for the same
period in 2002.  The higher gain in 2002 was a result of increased production.
Loan servicing fees decreased slightly from $75,000 for the three months ended
March 31, 2001, to $69,000 for the same period in 2002.  In the banking segment,
deposit fees and other operating incomes increased from $822,000 for the three
months ended March 31, 2001, to $879,000 for the same period in 2002.  This
increase was a result of growth in the number of transaction accounts and
increased charges.  The Bank also implemented an overdraft privilege program
coupled with a new free checking account program.  These factors also helped to
increase deposit and overdraft fees.  In the trust segment, trust fees decreased
from $293,000 for the three months ended March 31, 2001, to $256,000 for the
same period in 2002 as a result of declines in market values of trust assets
under management.  The acquisition of Miller & Loughry contributed income of
$454,000 in commissions and related income.

Non-interest Expense.  Non-interest expense increased from $3.9 million for the
three months ended March 31, 2001, to $4.5 million for the same period in 2002.
Salaries and employee benefits increased from $2.3 million for the three months
ended March 31, 2001 to $2.8 million for the same period in 2002.  This increase
was a result of the purchase of Miller & Loughry, increased commissions, and
costs of medical insurance.  The increase in occupancy expense was primarily a
result of the opening of the new operations building and increases in the cost
of utilities.  The increases in other expenses were primarily due to increased
loan and deposit activity.

Income  taxes.  The provision for income taxes was $778,000 for the three months
ended  March  31,  2002, compared to $704,000 for the same period in 2001.  This
increase  was  primarily  a  result  of  higher  income  before  taxes.

Liquidity and Capital Resources
The Company's primary sources of funds are customer deposits, proceeds from loan
principal and interest payments, sale of loans, maturing securities and Federal
Home Loan Bank (FHLB) of Cincinnati advances.  While maturities and scheduled
amortization of loans are a predictable source of funds, deposit flows and
mortgage prepayments are influenced greatly by general interest rates, other
economic conditions, and competition.  The Company and the Bank generally
maintain sufficient cash and short-term investments to meet short-term liquidity
needs.  At March 31, 2002, cash and cash equivalents totaled $56.1 million or
13.32% of total assets, and investment securities available-for-sale totaled
$33.8 million.  At March 31, 2002, the Bank also maintained, but did not draw
upon, a line of credit with the FHLB of Cincinnati in the amount of $10.0
million.

As of March 31, 2002, the Bank's regulatory capital was in excess of all
applicable regulatory requirements.  At March 31, 2002, under the regulations of
the Federal Reserve Board, the Bank's actual leverage, Tier 1 risk-based, and
risked-based capital ratios were 8.55%, 11.46% and 12.71%, respectively,
compared to requirements of 3.0%, 4.0% and 8.0%, respectively.

At March 31, 2002, the Bank had loan commitments of approximately $32.9 million.
In addition, at March 31, 2002, the unused portion of lines of credit extended
by the Bank was approximately $6.4 million for consumer loans and $26.7 million
for commercial loans.  Standby letters of credit and financial guarantees are
conditional commitments issued by the Bank to guarantee the performance of a
customer to a third party.  Those guarantees are primarily issued to support
public and private borrowing arrangements, including commercial paper, bond
financing, and similar transactions.  Most guarantees extend from one to two
years.  The credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers.  At March 31,
2002, the Bank had $4.9 million of letters of credit outstanding.

                                        9
<PAGE>

Impact of Inflation and Changing Prices

The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with U.S.GAAP,
which require the measurement of financial condition and operating results in
terms of historical dollars without considering the change in relative
purchasing power of money over time due to inflation.  The impact of inflation
is reflected in the increased cost of the Company's operations.  Unlike most
industrial companies, nearly all the assets and liabilities of the Company are
financial.  As a result, interest rates have a greater impact on the Company's
performance than do the effects of general levels of inflation.  Interest rates
do not necessarily move in the same direction or to the same extent as the
prices of goods and services.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As a financial institution, the Company's primary component of market risk is
interest rate risk. Ultimately, fluctuations in interest rates will impact
liquidity, the level of income and expense recorded on most of the Company's
assets and liabilities, and the market value of interest-earning assets and
interest-bearing liabilities.  The company is not subject to foreign exchange or
commodity price risk.  The Company does not own any trading assets.

Interest rate risk is managed by management in accordance with policies approved
by the Bank's Board of Directors.  Management formulates strategies based on
appropriate levels of interest rate risk.  In determining the appropriate level
of interest rate risk, management considers the impact on earnings and capital
of the current outlook on interest rates, potential changes in interest rates,
regional economy, liquidity, business strategies and other factors.  Management
meets regularly to review, among other things, the sensitivity of assets and
liabilities to interest rate changes, the book and market value of assets and
liabilities, unrealized gains and losses, purchase and sales activities,
commitments to originate loans and the maturities of investments.  Management
uses an analysis of relationships between interest-earning assets and
interest-bearing liabilities to manage interest rate risk.

The following table presents the Company's repricing gap at March 31, 2002.  The
table indicates that at March 31, 2002 the Company was liability sensitive up to
six months and had a negative cumulative GAP for the time periods up to and
including one year.  This would indicate a decline in earnings in a rising rate
environment.  However, management does not consider NOW accounts and passbook
savings rate sensitive and if those amounts are excluded from the six-month time
frame, the Company becomes asset sensitive.


<TABLE>
<CAPTION>



<S>                                                      <C>              <C>         <C>       <C>        <C>         <C>
                                                                          Six         After     After
                                                         Within           Months      One to    Three      Over
                                                         Six              To One      Three     to Five    Ten
                                                         Months           Year        Years     Years      Years       Total
                                                         ---------------  ----------  --------  ---------  ----------  ---------
                                                                                        (in thousands)
Interest-earning assets:

   Loans receivable, net                                 $      112,719   $  53,595   $79,612   $ 39,068   $  10,792   $295,786
   Investment securities held-to-maturity                           404         217         -          -           -        621
   FHLB  & FRB stock                                              3,423           -         -          -           -      3,423
   Investment securities available-for-sale                      20,811       3,235     6,862      2,625         248     33,781
   Federal funds sold overnight and other
    interest-bearing deposits                                    39,915           -         -          -           -     39,915
                                                         ---------------  ----------  --------  ---------  ----------  ---------

     Total rate sensitive assets                         $      177,272   $  57,047   $86,474   $ 41,693   $  11,040   $373,526
                                                         ===============  ==========  ========  =========  ==========  =========

Interest-bearing liabilities:

Deposits:
   NOW accounts                                          $       70,345   $       -   $     -   $      -   $       -   $ 70,345
   Passbook savings accounts                                     15,128           -         -          -           -     15,128
   Money market accounts                                         91,890           -         -          -           -     91,890
   Certificates of deposit                                       77,649      34,884    28,548      4,949           4    146,034
Borrowings                                                           26          26       105        105         722        984
                                                         ---------------  ----------  --------  ---------  ----------  ---------
     Total rate sensitive liabilities                    $      255,038   $  34,910   $28,653   $  5,054   $     726   $324,381
                                                         ===============  ==========  ========  =========  ==========  =========

Excess (deficiency) of interest sensitive
 assets over interest sensitive liabilities                    ($77,766)  $  22,137   $57,821   $ 36,639   $  10,314   $ 49,145
Cumulative excess (deficiency) of
 interest sensitive assets                                     ($77,766)   ($55,629)  $ 2,192   $ 38,831   $  49,145   $ 49,145
Cumulative ratio of interest-earning assets
 to interest-bearing liabilities                                  69.51%      80.81%   100.69%    112.00%     115.15%    115.15%
Interest sensitivity gap to total rate sensitive assets         (20.82)%       5.93%    15.48%      9.81%       2.76%     13.16%
Ratio of interest-earning assets to
 interest -bearing liabilities                                    69.51%     163.41%   301.80%    824.95%   1,520.66%    115.15%
Ratio of cumulative gap to total rate sensitive assets          (20.82)%    (14.89)%     0.59%     10.40%      13.16%     13.16%
</TABLE>



                                       10
<PAGE>

Part II.  Other Information

Item 1.  Legal Proceedings

     Not applicable

Item 2.  Changes in Securities and use of Proceeds

     Not applicable

Item 3.  Defaults Upon Senior Securities

     Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable

Item 5.  Other Information

     None

Item 6.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) Exhibits

       3.1      Charter of the Registrant*
       3.2      Bylaws of the Registrant*
      10.1      Employment Agreement with Ed C. Loughry, Jr.**
      10.2      Employment Agreement with Ronald F. Knight **
      10.3      Severance Agreement with Hillard C. Gardner**
      10.4      Severance Agreement with Ira B. Lewis **
      10.5      Severance Agreement with R. Dale Floyd **
      10.6      Severance Agreement with M. Glenn Layne **
      10.7      Severance Agreement with Joy B. Jobe**
      10.8      Severance Agreement with William S. Jones**
      10.9      Severance Agreement with David W. Hopper**
      10.10     Cavalry Banking Key Personnel Severance Compensation Plan**
      10.11     Cavalry Banking Employee Stock Ownership Plan**
      10.12     Management Recognition Plan with William H. Huddleston III***
      10.13     Management Recognition Plan with Gary Brown ***
      10.14     Management Recognition Plan with Ed Elam ***
      10.15     Management Recognition Plan with Frank E. Crosslin, Jr. ***
      10.16     Management Recognition Plan with Tim J. Durham ***
      10.17     Management Recognition Plan with James C. Cope ***
      10.18     Management Recognition Plan with Terry G. Haynes ***
      10.19     Management Recognition Plan with Ed C. Loughry, Jr. ***
      10.20     Management Recognition Plan with Ronald F. Knight ***
      10.21     Management Recognition Plan with William S. Jones ***
      10.22     Management Recognition Plan with Hillard C. Gardner ***
      10.23     Management Recognition Plan with R. Dale Floyd ***
      10.24     Management Recognition Plan with David W. Hopper ***
      10.25     Management Recognition Plan with Joe W. Townsend ***
      10.26     Management Recognition Plan with M. Glenn Layne ***
      10.27     Management Recognition Plan with Joy B. Jobe ***
      10.28     Management Recognition Plan with Ira B. Lewis, Jr. ***
      10.29     Management Recognition Plan with Elizabeth L. Green ***
      10.30     Management Recognition Plan with James O. Sweeney, III ***
      10.31     Director Supplemental Retirement Plan
      10.32     Executive Supplemental Retirement Plan
      13        Annual Report to Stockholders****
      21        Subsidiaries of the Registrant****


*    Incorporated herein by reference to the Registrant's Registration Statement
     on Form S-1, as amended (333-40057).
**   Incorporated herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 1997, as filed with the Securities and
     Exchange Commission on March 30, 1998.
***  Incorporated herein by reference to the Registrant's Annual Meeting Proxy
     Statement dated March 15, 1999, as filed with the Securities and Exchange
     Commission on March 15, 1999.
**** Incorporated herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended December 31, 2001, as filed with the Securities and
     Exchange Commission on March 27, 2002.


                                       11
<PAGE>
     (b) Reports on Form 8-K

     On January 15, 2002, Cavalry Bancorp, Inc. announced the acquisition of 100
     percent of the issued and outstanding stock of Miller & Loughry Insurance
     and Services, Inc., a locally owned and operated, general insurance agency
     by its subsidiary Cavalry Banking. The transaction closed on January 4,
     2002. The press release read as follows:

     Cavalry Banking Announces New Insurance Division

     Murfreesboro, Tennessee (January 13, 2002)----Cavalry Bancorp, Inc.
     (NASDAQ:CAVB) today announced a new division that will include insurance
     and human resources services. Miller & Loughry Insurance and Services, Inc.
     has been purchased, and will retain the name as a division of Cavalry
     Banking.

     Ronnie Knight, President and Chief Operating Officer of Cavalry Banking,
     said, "We are excited about our expansion into insurance services. Our new
     insurance division will diversify Cavalry Banking's efforts to provide our
     customers with one-stop financial services, and is consistent with our
     philosophy of doing business with local people we have know for years and
     have trust in their abilities."

     Miller & Loughry Insurance and Services, Inc., has been located in
     Murfreesboro, Tennessee since 1949. It is one of the oldest and largest
     independent insurance agencies in Rutherford County. In addition to
     offering a full array of insurance products and services, the firm will
     continue to provide Human Resource services to small businesses, including
     recruiting, training programs, assistance in government compliance such as
     the Drug Free Workplace, consulting and much more. The firm's fully
     licensed and experienced staff is available to meet the needs of its
     customers by providing highly personalized and hands-on claim services, 24
     hours a day, 7 days a week. Insurance services will include both business,
     personal life and employee benefits for groups and individuals.

     Edward E. Miller, III, Chairman of Miller & Loughry, stated, "Being a part
     of the Cavalry Banking team will provided us access to more resources that
     will help us better serve our clients. We look forward to expanding the
     insurance services and other products we provide to customers in the
     communities where Cavalry Banking is located."

     William S. Jones, Executive Vice President of Cavalry Banking, went on to
     say, "The acquisition of Miller & Loughry Insurance and Services, Inc.
     should be a positive contributor to earnings this fiscal year. Cavalry
     Banking continues achieve solid financial results and operates in a sound
     financial condition, and we believe this division will help deliver
     increased long-term returns to our stockholders. We remain very optimistic
     about the future for Cavalry Banking."

     The insurance division of Cavalry Banking will temporarily remain in its
     current office at 301 West Main Street, Murfreesboro Tennessee.
     Construction has begun on offices on the first floor of the bank's
     financial center in Murfreesboro, where the insurance division will be
     housed in early spring.

     With assets in excess of $400 million, Cavalry Bancorp, the parent of
     Cavalry Banking, is a community-oriented financial institution operating
     nine offices in Central Tennessee.

     Safe Harbor Statement under the Private Securities Litigation Reform Act of
     1995:

     The statements contained in this release which are not historical facts
     contain forward looking information with respect to plans, projections or
     future performance of the Company, the occurrence of which involve certain
     risks and uncertainties detailed in the Company's filings with the
     Securities and Exchange Commission.

                                       12
<PAGE>

Pursuant to the requirements of section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                               CAVALRY BANCORP, INC.

Date: May 10, 2002                         by: /s/Ronald F. Knight
                                              -----------------------
                                              Ronald F. Knight
                                              President and
                                              Chief Operating Officer


Date: May 10, 2002                         by: /s/ Hillard C. Gardner
                                              ----------------------
                                              Hillard C. Gardner
                                              Senior Vice President and Chief
                                              Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)

                                       13
<PAGE>




                                   EXHIBIT 10.31
                     DIRECTOR SUPPLEMENTAL RETIREMENT PLAN


<PAGE>


                      DIRECTOR SUPPLEMENTAL RETIREMENT PLAN

WHEREAS,  the  Director  is  now  serving  on the Board of the Bank (hereinafter
referred  to  as the "Board") and has for many years faithfully served the Bank.
It  is the consensus of the Board of Directors that the Director's services have
been  of exceptional merit, in excess of the compensation paid and an invaluable
contribution  to  the profits and position of the Bank in its field of activity.
The  Board  further  believes  that  the  Director's  experience,  knowledge  of
corporate  affairs,  reputation and industry contacts are of such value, and the
Director's  continued  services  so  essential  to  the Bank's future growth and
profits,  that  it  would  suffer  severe  financial  loss  should  the Director
terminate  his/her  service  on  the  Board;

ACCORDINGLY,  the  Board  has  adopted the Cavalry Banking Director Supplemental
Retirement  Plan  (hereinafter referred to as the "Director Plan") and it is the
desire  of  the Bank and the Director to enter into an Agreement under which the
Bank  will  agree  to  make certain payments to the Director upon the Director's
retirement and to the Director's beneficiary(ies) in the event of the Director's
death  pursuant  to  the  Director  Plan;

FURTHERMORE,  it  is the intent of the parties hereto that this Director Plan be
considered  an unfunded arrangement maintained primarily to provide supplemental
retirement  benefits  for  the  Director,  and  to be considered a non-qualified
benefit  plan  for  purposes of the Employee Retirement Security Act of 1974, as
amended  ("ERISA"). The Director is fully advised of the Bank's financial status
and  has had substantial input in the design and operation of this benefit plan;
and

NOW  THEREFORE,  in  consideration of services the Director has performed in the
past and those to be performed in the future, and based upon the mutual promises
and  covenants  herein  contained,  the  Bank and the Director agree as follows:

<PAGE>

I.     DEFINITIONS

A.     Effective  Date:
       ---------------

The  Effective  Date  of  the  Director  Plan  shall  be  January  01,  2002.

B.     Plan Year:

Any  reference to the "Plan Year" shall mean a calendar year from January 1st to
December  31st.  In  the year of implementation, the term "Plan Year" shall mean
the period from the Effective Date to December 31st of the year of the Effective
Date.

C.     Retirement  Date:
       ----------------

Retirement  Date  shall mean retirement from service with the Bank in accordance
with  the  individual  participant's  Retirement  Agreement.

D.     Termination  of  Service:
       ------------------------

Termination  of  Service  shall  mean  the Director's voluntary resignation from
service  on  the  Board  or  failure to be re-elected to the Board, prior to the
Normal  Retirement  Age  (Subparagraph  I  [J]).

E.     Pre-Retirement  Account:
       -----------------------

A  Pre-Retirement Account shall be established as a liability reserve account on
the  books of the Bank for the benefit of the Director.  Prior to the Director's
Retirement  Date  (Subparagraph  I [C]), such liability reserve account shall be
increased  or  decreased  each Plan Year, until the aforestated event occurs, by
the  Index  Retirement  Benefit  (Subparagraph  I  [F]).

F.     Index  Retirement  Benefit:
       --------------------------

The  Index  Retirement  Benefit  for  each Director in the Director Plan will be
calculated  each year based on a relationship between the excess (if any) of the
Index  (Subparagraph  I  [G])  for  that Plan Year and the Cost of Funds Expense
(Subparagraph  I  [H])  for  that  Plan  Year.

G.     Index:
       -----

The  Index for any Plan Year shall be the aggregate annual after-tax income from
life  insurance  contract(s)  as  defined by FASB Technical Bulletin 85-4.  This
Index  shall  be  applied  as  if such insurance contracts were purchased on the
Effective  Date  of  the  Director  Plan.

                                        2
<PAGE>

In  either  case,  references  to  the  life  insurance contracts are merely for
purposes  of calculating a benefit.  The Bank has no obligation to purchase such
life  insurance  and,  if  purchased,  the  Director  and  the  Director's
beneficiary(ies)  shall  have  no  ownership  interest  in such policy and shall
always  have  no  greater interest in the benefits under this Director Plan than
that  of  an  unsecured  creditor  of  the  Bank.

If  contracts  of  life  insurance  are actually purchased by the Bank, then the
actual  policies  as  of the dates they were actually purchased shall be used in
calculations  under this Director Plan.  If such contracts of life insurance are
not  purchased  or  are  subsequently surrendered or lapsed, then the Bank shall
receive  annual  policy  illustrations  that assume the above-described policies
were  purchased,  or  had  not  subsequently  surrendered  or  lapsed.  Said
illustrations shall be received from the respective insurance companies and will
indicate the increase in policy values for purposes of calculating the amount of
the  Index.

H.     Cost  of  Funds  Expense:
       ------------------------

The  Cost  of  Funds Expense for any Plan Year shall be calculated by taking the
sum  of  the amount of premiums for the life insurance policies described in the
definition  of  "Index"  plus  the  amount of any after-tax benefits paid to the
Executive  pursuant  to  the  Executive Plan (Paragraph II hereinafter) plus the
amount  of  all previous years' after-tax Cost of Funds Expense, and multiplying
that  sum  by  the  lesser  of  either:  (i)  Average  After-Tax  Cost  of Funds
(Subparagraph  I  [K]);  (ii) the average after tax yield of a one year Treasury
Bill  for  the  Plan  Year.

I.     Change  in  Control:
       -------------------

Each  of the events specified in the following clauses (i) through (iii) of this
Subparagraph  I (I) shall be deemed a "Change in Control": (i) any third person,
including  a  "group"  as defined in Section 13(d)(3) of the Securities Exchange
Act  of  1934,  shall become the beneficial owner of shares of  Cavalry Bancorp,
Inc.  ("Cavalry") with respect to which twenty-five percent (25%) or more of the
total number of votes for the election of the Board of Cavalry may be cast, (ii)
as  a  result  of, or in connection with, any cash tender offer, merger or other
business  combination,  sale  of assets or contested election, or combination of
the  foregoing,  the  persons  who  were  directors  of  Cavalry  shall cease to
constitute  a  majority  of  the  Board of Cavalry, or (iii) the stockholders of
Cavalry  shall  approve an agreement providing either for a transaction in which
the  corporation  will  cease to be an independent publicly-owned corporation or
for  a  sale  or  other  disposition  of  all or substantially all the assets of
Cavalry.

                                        3
<PAGE>

J.     Normal  Retirement  Age:

Normal  Retirement  Age  shall  mean  the  age  designated  in  each  individual
participant's  Retirement  Agreement.

K.     Average After-Tax Cost of Funds:
       -------------------------------
Average  After-Tax  Cost  of  Funds  means, at any particular time, a ratio, the
numerator  of  which  is  the  total annualized interest expense as set forth on
Schedule  RI-Income  Statement  of  the  Bank's most recently filed Consolidated
Report  of Condition and Income (the "Call Report") and the denominator of which
is  an  amount equal to:  (i) the amount of deposits in domestic offices (sum of
total  of  columns A and C from Schedule RC-E of the Call Report), plus (ii) the
amount  of  Federal  funds  purchased  and  securities  sold under agreements to
repurchase,  as set forth on Schedule RC-Balance Sheet of the Call Report, times
the  inverse  of the Bank's combined federal and state marginal income tax rate.

II.     INDEX  BENEFITS

A.     Retirement  Benefits:
       --------------------

Subject  to Subparagraph II (D) hereinafter, a Director who remains on the Board
until  the  Normal  Retirement  Age  (Subparagraph  I  [J]) shall be entitled to
receive  the  balance in the Pre-Retirement Account in fifteen (15) equal annual
installments  commencing  thirty  (30)  days following the Director's Retirement
Date.  In  addition  to  these payments and commencing in conjunction therewith,
the  Index Retirement Benefit (Subparagraph I [F]) for each Plan Year subsequent
to  the  Director's  Retirement Date, and including the remaining portion of the
Plan  Year  following  said retirement date, shall be paid to the Director until
the  Director's  death.  Notwithstanding the foregoing, the total amount of said
annual  benefit  (i.e.  the  Pre-Retirement  Account solely or combined with the
Index  Retirement  Benefit) to be received by the Director shall be a maximum of
the  amount  of the Director's full years fees in the final full year of service
on  the  Board  of  the  Bank,  said  amount  to be increased each year from the
Retirement  Date  by  three  percent  (3%)  from  the  previous  years  amount.

B.     Termination  of  Service:
       ------------------------

Subject  to  Subparagraph  II  (D),  should  a  Director suffer a Termination of
Service the Director shall be entitled to receive twenty percent (20%) times the
number of full years of service on the Board of the Bank from the Effective Date
of  this Agreement (to a maximum of 100%), to the date of termination of service
times  the  balance  in  the  Pre-Retirement  Account payable to the Director in
fifteen (15) equal annual installments commencing thirty (30) days following the
Director's  Normal  Retirement  Age  (Subparagraph I [J]).  In addition to these
payments and commencing in conjunction therewith, twenty percent (20%) times the
number  of  full  years of service on the Board with the Bank from the Effective
Date  of  this  Agreement to the date of termination of service (to a maximum of
100%),  times  the Index Retirement Benefit for each Plan Year subsequent to the
year  in  which  the  Director  attains Normal Retirement Age, and including the
remaining  portion  of  the  Plan  Year  in  which  the  Director attains Normal
Retirement  Age,  shall  be  paid  to  the  Director until the Director's death.
Notwithstanding  the  foregoing, the maximum total amount of said annual benefit
(i.e.  the  Pre-Retirement  Account solely or combined with the Index Retirement
Benefit)  to  be  received by the Director at Normal Retirement Age shall be the
Director's  vested  percentage in said benefits, as set forth hereinabove, times
the  amount  of the Director's full years fees in the final full year of service
on  the  Board  of  the  Bank,  said  amount  to be increased each year from the
Director's  Normal  Retirement Age by three percent (3%) from the previous years
amount.

C.     Death:
       -----

Should  the  Director  die  while  there  is  a  balance  in  the  Director's
Pre-Retirement  Account  (Subparagraph I [E]), said unpaid balance shall be paid
in  a lump sum to the individual or individuals the Director may have designated
in writing and filed with the Bank.  In the absence of any effective beneficiary
designation,  the  unpaid  balance shall be paid as set forth herein to the duly
qualified  executor or administrator of the Director's estate.  Said payment due
hereunder  shall be made the first day of the second month following the decease
of  the  Director.  Provided, however, that anything hereinabove to the contrary
notwithstanding,  no  death  benefit  shall be payable hereunder if the Director
dies  on  or  before  the  31st  day  of  December,  2003.

D.     Discharge  for  Cause:
       ---------------------

Should the Director be Discharged for Cause at any time, all benefits under this
Director  Plan  shall  be forfeited.  The term "for cause" shall mean any of the
following  that result in an adverse effect on the Bank: (i) gross negligence or
gross  neglect;  (ii)  the commission of a felony or gross misdemeanor involving
moral  turpitude,  fraud, or dishonesty; (iii) the willful violation of any law,
rule,  or  regulation  (other  than  a  traffic violation or similar offense) or
removal  from  office  by  or  pursuant  to  a  formal regulatory order; (iv) an
intentional  failure to perform stated duties; or (v) a breach of fiduciary duty
involving  personal  profit.  If  a  dispute arises as to discharge "for cause,"
such  dispute  shall  be  resolved  by arbitration as set forth in this Director
Plan.

                                        4
<PAGE>
E.     Disability  Benefit:
       -------------------

In  the event the Director becomes disabled prior to Termination of Service, and
the  Director's employment is terminated because of such disability, he shall be
one-hundred  percent (100%) vested in the benefits set forth in Subparagraph III
(A) above.  Such benefit shall begin at the Director's Normal Retirement Age and
the  Director  shall  be one hundred percent (100%) vested in the entire benefit
amount.  If  there is a dispute regarding whether the Director is disabled, such
dispute  shall  be  resolved  by  a  physician  selected  by  the  Bank and such
resolution  shall  be  binding  upon  all  parties  to  this  Agreement.

F.     Death  Benefit:
       --------------

Except  as  set  forth  above,  there  is  no  death benefit provided under this
Agreement.

III.     RESTRICTIONS  UPON  FUNDING

The  Bank  shall have no obligation to set aside, earmark or entrust any fund or
money with which to pay its obligations under this Director Plan. The Directors,
their  beneficiary(ies), or any successor in interest shall be and remain simply
a general creditor of the Bank in the same manner as any other creditor having a
general  claim  for  matured  and  unpaid  compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the
obligations undertaken by this Director Plan or to refrain from funding the same
and  to determine the extent, nature and method of such funding. Should the Bank
elect  to  fund this Director Plan, in whole or in part, through the purchase of
life  insurance,  mutual  funds,  disability  policies  or  annuities,  the Bank
reserves  the  absolute right, in its sole discretion, to terminate such funding
at  any  time,  in  whole or in part. At no time shall any Director be deemed to
have  any  lien  nor  right,  title  or  interest  in or to any specific funding
investment  or  to  any  assets  of  the  Bank.

If  the  Bank elects to invest in a life insurance, disability or annuity policy
upon the life of the Director, then the Director shall assist the Bank by freely
submitting  to  a  physical  exam  and  supplying  such  additional  information
necessary  to  obtain  such  insurance  or  annuities.

                                        5
<PAGE>

IV.     CHANGE OF CONTROL

Upon  a  Change  of  Control  (Subparagraph I [I]), if the Director subsequently
suffers  a  Termination of Service (Subparagraph I [D]), then the Director shall
receive  the  benefits  promised  in  this  Director  Plan upon attaining Normal
Retirement  Age, as if the Director had been continuously serving the Bank until
the  Director's  Normal  Retirement Age.  The Director will also remain eligible
for  all  promised  death  benefits  in  this  Director  Plan.

V.     MISCELLANEOUS

A.     Alienability  and  Assignment  Prohibition:
       ------------------------------------------

Neither  the  Director,  nor  the  Director's  surviving  spouse,  nor any other
beneficiary(ies)  under  this  Director  Plan  shall  have any power or right to
transfer,  assign,  anticipate,  hypothecate,  mortgage,  commute,  modify  or
otherwise  encumber  in  advance any of the benefits payable hereunder nor shall
any  of  said  benefits  be  subject  to  seizure  for the payment of any debts,
judgments,  alimony  or  separate  maintenance  owed  by  the  Director  or  the
Director's  beneficiary(ies),  nor  be  transferable  by operation of law in the
event  of bankruptcy, insolvency or otherwise.  In the event the Director or any
beneficiary  attempts  assignment,  commutation,  hypothecation,  transfer  or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and  terminate.

B.     Binding  Obligation  of  the  Bank  and  any  Successor in Interest:
       -------------------------------------------------------------------

The  Bank  shall  not  merge  or  consolidate  into or with another bank or sell
substantially all of its assets to another bank, firm or person until such bank,
firm  or person expressly agrees, in writing, to assume and discharge the duties
and  obligations of the Bank under this Director Plan.  This Director Plan shall
be  binding  upon the parties hereto, their successors, beneficiaries, heirs and
personal  representatives.

C.     Amendment  or  Revocation:
       -------------------------

It  is agreed by and between the parties hereto that, during the lifetime of the
Director,  this Director Plan may be amended or revoked at any time or times, in
whole  or  in  part, by the mutual written consent of the Director and the Bank.

                                        6
<PAGE>

D.     Gender:
       ------

Whenever in this Director Plan words are used in the masculine or neuter gender,
they shall be read and construed as in the masculine, feminine or neuter gender,
whenever  they  should  so  apply.

E.     Effect  on  Other  Bank  Benefit  Plans:
       ---------------------------------------

Nothing  contained  in this Director Plan shall affect the right of the Director
to  participate  in  or  be  covered  by any qualified or non-qualified pension,
profit-sharing,  group,  bonus  or  other  supplemental  compensation  or fringe
benefit  plan  constituting a part of the Bank's existing or future compensation
structure.

F.     Headings:
       --------

Headings  and  subheadings  in this Director Plan are inserted for reference and
convenience  only  and  shall  not  be  deemed  a  part  of  this Director Plan.

G.     Applicable  Law:
       ---------------

The  validity and interpretation of this Agreement shall be governed by the laws
of  the  State  of  Tennessee.

H.     12 U.S.C.   1828(k):
       -------------------
Any  payments made to the Director pursuant to this Director Plan, or otherwise,
are subject to and conditioned upon their compliance with 12 U.S.C.   1828(k) or
any  regulations  promulgated  thereunder.

I.     Partial  Invalidity:
       -------------------
If  any  term,  provision,  covenant,  or  condition  of  this  Director Plan is
determined by an arbitrator or a court, as the case may be, to be invalid, void,
or unenforceable, such determination shall not render any other term, provision,
covenant,  or  condition  invalid, void, or unenforceable, and the Director Plan
shall  remain  in full force and effect notwithstanding such partial invalidity.

J.     Continuation  as  Director:
       --------------------------

Neither  this Plan nor the payment of any benefits thereunder shall be construed
as  giving  to the Director any right to be retained as a member of the Board of
Directors  of  the  Bank.

                                        7
<PAGE>

VI.     ERISA  PROVISION

A.     Named  Fiduciary  and  Plan  Administrator:
       ------------------------------------------

The  "Named  Fiduciary  and  Plan  Administrator" of this Director Plan shall be
Cavalry  Banking  until  its  resignation  or  removal  by  the Board.  As Named
Fiduciary  and  Plan  Administrator,  the  Bank  shall  be  responsible  for the
management,  control  and  administration  of  the  Director  Plan.  The  Named
Fiduciary may delegate to others certain aspects of the management and operation
responsibilities  of  the Director Plan including the employment of advisors and
the  delegation  of  ministerial  duties  to  qualified  individuals.

B.     Claims  Procedure  and  Arbitration:
       -----------------------------------

In  the  event  a  dispute  arises  over  benefits  under this Director Plan and
benefits  are not paid to the Director (or to the Director's beneficiary(ies) in
the  case  of the Director's death) and such claimants feel they are entitled to
receive  such benefits, then a written claim must be made to the Named Fiduciary
and Plan Administrator named above within sixty (60) days from the date payments
are  refused.  The  Named  Fiduciary  and  Plan  Administrator  shall review the
written  claim  and  if  the  claim  is  denied, in whole or in part, they shall
provide  in writing within sixty (60) days of receipt of such claim the specific
reasons  for such denial, reference to the provisions of this Director Plan upon
which  the  denial is based and any additional material or information necessary
to perfect the claim.  Such written notice shall further indicate the additional
steps  to  be  taken  by  claimants  if  a further review of the claim denial is
desired.  A  claim  shall  be  deemed  denied  if  the  Named Fiduciary and Plan
Administrator  fail  to  take  any action within the aforesaid sixty-day period.

If  claimants  desire  a second review they shall notify the Named Fiduciary and
Plan  Administrator in writing within sixty (60) days of the first claim denial.
Claimants  may  review  this Director Plan or any documents relating thereto and
submit  any  written issues and comments it may feel appropriate.  In their sole
discretion,  the  Named  Fiduciary  and Plan Administrator shall then review the
second claim and provide a written decision within sixty (60) days of receipt of
such  claim.  This  decision  shall  likewise state the specific reasons for the
decision  and  shall  include  reference to specific provisions of the Plan upon
which  the  decision  is  based.

                                        8
<PAGE>

If  claimants  continue  to  dispute  the  benefit  denial  based upon completed
performance  of  this  Director  Plan or the meaning and effect of the terms and
conditions  thereof,  then claimants may submit the dispute to an arbitrator for
final  arbitration.  The arbitrator shall be selected by mutual agreement of the
Bank  and  the  claimants.  The  arbitrator  shall  operate  under any generally
recognized  set  of  arbitration  rules.  The parties hereto agree that they and
their  heirs, personal representatives, successors and assigns shall be bound by
the  decision  of  such  arbitrator  with  respect  to  any controversy properly
submitted  to  it  for  determination.

Where  a  dispute arises as to the Bank's discharge of the Director "for cause,"
such  dispute  shall likewise be submitted to arbitration as above described and
the  parties  hereto  agree  to  be  bound  by  the  decision  thereunder.

VII.     TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE
         LAW, RULES OR REGULATIONS

The  Bank  is  entering into this Plan upon the assumption that certain existing
tax  laws,  rules and regulations will continue in effect in their current form.
If  any  said assumptions should change and said change has a detrimental effect
on  this  Director Plan, then the Bank reserves the right to terminate or modify
this  Plan  accordingly.  Upon  a  Change  of Control (Subparagraph I [I]), this
paragraph  shall  become null and void effective immediately upon said Change of
Control.

                                        9


<PAGE>

                                   EXHIBIT 10.32
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN


<PAGE>


                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

WHEREAS,  the  Executive is now in the employ of the Bank and has for many years
faithfully  served  the  Bank.  It  is  the  consensus of the Board of Directors
(hereinafter referred to as the "Board") that the Executive's services have been
of  exceptional  merit,  in  excess  of  the compensation paid and an invaluable
contribution  to  the profits and position of the Bank in its field of activity.
The  Board  further  believes  that  the  Executive's  experience,  knowledge of
corporate  affairs,  reputation and industry contacts are of such value, and the
Executive's  continued  services  so  essential  to the Bank's future growth and
profits,  that  it  would  suffer  severe  financial  loss  should the Executive
terminate  their  services;

ACCORDINGLY,  the  Board  has adopted the Cavalry Banking Executive Supplemental
Retirement  Plan (hereinafter referred to as the "Executive Plan") and it is the
desire  of the Bank and the Executive to enter into an Agreement under which the
Bank  will  agree to make certain payments to the Executive upon the Executive's
retirement  or  to  the  Executive's  beneficiary(ies)  in  the  event  of  the
Executive's  death  pursuant  to  the  Executive  Plan;

FURTHERMORE,  it is the intent of the parties hereto that this Executive Plan be
considered  an unfunded arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, and be considered a non-qualified benefit
plan  for  purposes  of the Employee Retirement Security Act of 1974, as amended
("ERISA"). The Executive is fully advised of the Bank's financial status and has
had  substantial  input  in  the  design and operation of this benefit plan; and

NOW  THEREFORE,  in consideration of services the Executive has performed in the
past and those to be performed in the future, and based upon the mutual promises
and  covenants  herein  contained,  the Bank and the Executive agree as follows:

<PAGE>

I.     DEFINITIONS

A.     Effective  Date:
       ---------------

The  Effective  Date  of  the  Executive  Plan  shall  be  January  01,  2002.
B.     Plan  Year:

Any  reference to the "Plan Year" shall mean a calendar year from January 1st to
December  31st.  In  the year of implementation, the term "Plan Year" shall mean
the period from the Effective Date to December 31st of the year of the Effective
Date.

C.     Retirement  Date:
       ----------------

Retirement  Date  shall mean retirement from service with the Bank in accordance
with  the  individual  participant's  Retirement  Agreement.

D.     Termination  of  Service:
       ------------------------

Termination  of  Service  shall  mean  the  Executive's voluntary resignation of
service by the Executive or the Bank's discharge of the Executive without cause,
prior  to  the  Normal  Retirement  Age  (Subparagraph  I  [J]).

E.     Pre-Retirement  Account:
       -----------------------

A  Pre-Retirement Account shall be established as a liability reserve account on
the  books  of  the  Bank  for  the  benefit  of  the  Executive.  Prior  to the
Executive's Retirement Date (Subparagraph I [C]), such liability reserve account
shall  be  increased  or  decreased  each Plan Year, until the aforestated event
occurs,  by  the  Index  Retirement  Benefit  (Subparagraph  I  [F]).

F.     Index  Retirement  Benefit:
       --------------------------

The  Index  Retirement  Benefit for each Executive in the Executive Plan will be
calculated  each year based on a relationship between the excess (if any) of the
Index  (Subparagraph  I  [G])  for  that Plan Year and the Cost of Funds Expense
(Subparagraph  I  [H])  for  that  Plan  Year.



                                        2
<PAGE>

G.     Index:
       -----

The  Index for any Plan Year shall be the aggregate annual after-tax income from
life  insurance  contract(s)  as  defined by FASB Technical Bulletin 85-4.  This
Index  shall  be  applied as if such insurance contract(s) were purchased on the
Effective  Date  of  the  Executive  Plan.

In  either  case,  references  to  the  life  insurance contracts are merely for
purposes  of calculating a benefit.  The Bank has no obligation to purchase such
life  insurance  and,  if  purchased,  the  Executive  and  the  Executive's
beneficiary(ies)  shall  have  no  ownership  interest  in such policy and shall
always  have  no greater interest in the benefits under this Executive Plan than
that  of  an  unsecured  creditor  of  the  Bank.

If  contracts  of  life  insurance  are actually purchased by the Bank, then the
actual  policies  as  of the dates they were actually purchased shall be used in
calculations under this Executive Plan.  If such contracts of life insurance are
not  purchased  or  are  subsequently surrendered or lapsed, then the Bank shall
receive  annual  policy  illustrations  that assume the above-described policies
were  purchased,  or  had  not  subsequently  surrendered  or  lapsed.  Said
illustrations shall be received from the respective insurance companies and will
indicate the increase in policy values for purposes of calculating the amount of
the  Index.


H.     Cost  of  Funds  Expense:
       ------------------------

The  Cost  of  Funds Expense for any Plan Year shall be calculated by taking the
sum  of  the amount of premiums for the life insurance policies described in the
definition  of  "Index"  plus  the  amount of any after-tax benefits paid to the
Executive  pursuant  to  the  Executive Plan (Paragraph II hereinafter) plus the
amount  of  all previous years' after-tax Cost of Funds Expense, and multiplying
that  sum  by  the  lesser  of  either:  (i)  Average  After-Tax  Cost  of Funds
(Subparagraph  I  [K]);  (ii) the average after tax yield of a one year Treasury
Bill  for  the  Plan  Year.

I.     Change  in  Control:
       -------------------

Each  of the events specified in the following clauses (i) through (iii) of this
Subparagraph  I (I) shall be deemed a "Change in Control": (i) any third person,
including  a  "group"  as defined in Section 13(d)(3) of the Securities Exchange
Act  of  1934,  shall  become the beneficial owner of shares of Cavalry Bancorp,
Inc.  ("Cavalry") with respect to which twenty-five percent (25%) or more of the
total number of votes for the election of the Board of Cavalry may be cast, (ii)
as  a  result  of, or in connection with, any cash tender offer, merger or other
business  combination,  sale  of assets or contested election, or combination of
the  foregoing,  the  persons  who  were  directors  of  Cavalry  shall cease to
constitute  a  majority  of  the  Board of Cavalry, or (iii) the stockholders of
Cavalry  shall  approve an agreement providing either for a transaction in which
the  corporation  will  cease to be an independent publicly-owned corporation or
for  a  sale  or  other  disposition  of  all or substantially all the assets of
Cavalry.

J.     Normal  Retirement  Age:
       -----------------------

Normal  Retirement  Age  shall  mean  the  age  designated  in  each  individual
participant's  Retirement  Agreement.

K.     Average After-Tax Cost of Funds:
       -------------------------------

Average  After-Tax  Cost  of  Funds  means, at any particular time, a ratio, the
numerator  of  which  is  the  total annualized interest expense as set forth on
Schedule  RI-Income  Statement  of  the  Bank's most recently filed Consolidated
Report  of Condition and Income (the "Call Report") and the denominator of which
is  an  amount equal to:  (i) the amount of deposits in domestic offices (sum of
total  of  columns A and C from Schedule RC-E of the Call Report), plus (ii) the
amount  of  federal  funds  purchased  and  securities  sold under agreements to
repurchase,  as  set forth on Schedule RC-Balance Sheet of the Call Report times
the  inverse  of the Bank's combined federal and state marginal income tax rate.

II.     INDEX  BENEFITS

A.     Retirement  Benefits:
       --------------------

Subject  to  Subparagraph  II  (D)  hereinafter, an Executive who remains in the
employ of the Bank until the Normal Retirement Age (Subparagraph I [J]) shall be
entitled  to  receive  the balance in the Pre-Retirement Account in fifteen (15)
equal  annual installments commencing thirty (30) days following the Executive's
retirement  date.  In  addition  to these payments and commencing in conjunction
therewith,  the Index Retirement Benefit (Subparagraph I [F]) for each Plan Year
subsequent  to  the  Executive's  retirement  date,  and including the remaining
portion  of  the  Plan Year following said retirement date, shall be paid to the
Executive  until the Executive's death. Notwithstanding the foregoing, the total
amount  of  said  annual  benefit  (i.e.  the  Pre-Retirement  Account solely or
combined with the Index Retirement Benefit) to be received by the Executive each
year  shall  be  indicated  in  each  individual's  Participation  Agreement.


                                        3
<PAGE>

B.     Termination  of  Service:
       ------------------------

Subject  to  Subparagraph  II  (D),  should an Executive suffer a Termination of
Service  the  Executive  shall be entitled to receive twenty percent (20%) times
the  number of full years of employment with the Bank from the Effective Date of
this  Agreement  (to  a  maximum of 100%), to the date of termination of service
times  the  balance  in  the  Pre-Retirement Account payable to the Executive in
fifteen (15) equal annual installments commencing thirty (30) days following the
Executive's  Normal  Retirement  Age (Subparagraph I [J]).  In addition to these
payments and commencing in conjunction therewith, twenty percent (20%) times the
number of full years of employment with the Bank from the Effective Date of this
Agreement  (to  a  maximum of 100%), to the date of termination of service times
the  Index Retirement Benefit for each Plan Year subsequent to the year in which
the Executive attains Normal Retirement Age, and including the remaining portion
of  the Plan Year in which the Executive attains Normal Retirement Age, shall be
paid  to  the  Executive  until  the  Executive's  death.  Notwithstanding  the
foregoing,  the  maximum  total  amount  of  said  annual  benefit  (i.e.  the
Pre-Retirement  Account solely or combined with the Index Retirement Benefit) to
be  received  by the Executive at Normal Retirement Age shall be the Executive's
vested  percentage  in  said  benefits,  as  set  forth  as  indicated  in  each
Participant's  Agreement.

C.     Death:
       -----

Should  the  Executive  die  while  there  is  a  balance  in  the  Executive's
Pre-Retirement  Account  (Subparagraph  I  [E]),  said  unpaid  balance  of  the
Executive's Pre-Retirement Account shall be paid in a lump sum to the individual
or  individuals  the Executive may have designated in writing and filed with the
Bank.  In  the  absence  of  any  effective  beneficiary designation, the unpaid
balance  shall  be  paid  as  set forth herein to the duly qualified executor or
administrator  of  the  Executive's estate.  Said payment due hereunder shall be
made  the  first day of the second month following the decease of the Executive.
Provided, however, that anything hereinabove to the contrary notwithstanding, no
death  benefit shall be payable hereunder if the Executive dies on or before the
31st  day  of  December,  2003.

D.     Discharge  for  Cause:
       ---------------------

Should  the  Executive  be  Discharged for Cause at any time, all benefits under
this  Executive Plan shall be forfeited.  The term "for cause" shall mean any of
the following that result in an adverse effect on the Bank: (i) gross negligence
or gross neglect; (ii) the commission of a felony or gross misdemeanor involving
moral  turpitude,  fraud, or dishonesty; (iii) the willful violation of any law,
rule,  or  regulation  (other  than  a  traffic violation or similar offense) or
removal  from  office  by  or  pursuant  to  a  formal regulatory order; (iv) an
intentional  failure to perform stated duties; or (v) a breach of fiduciary duty
involving  personal  profit.  If  a  dispute arises as to discharge "for cause,"
such  dispute  shall  be  resolved by arbitration as set forth in this Executive
Plan.

E.     Disability  Benefit:
       -------------------

In the event the Executive becomes disabled prior to Termination of Service, and
the Executive's employment is terminated because of such disability, he shall be
one-hundred  percent (100%) vested in the benefits set forth in Subparagraph III
(A)  above.  Such  benefit  shall begin at the Executive's Normal Retirement Age
and  the  Executive  shall  be  one  hundred percent (100%) vested in the entire
benefit  amount.  If  there  is  a  dispute  regarding  whether the Executive is
disabled, such dispute shall be resolved by a physician selected by the Bank and
such  resolution  shall  be  binding  upon  all  parties  to  this  Agreement.

F.     Death  Benefit:
       --------------

Except  as  set  forth  above,  there  is  no  death benefit provided under this
Agreement.

III.     RESTRICTIONS  UPON  FUNDING

The  Bank  shall have no obligation to set aside, earmark or entrust any fund or
money  with  which  to  pay  its  obligations  under  this  Executive Plan.  The
Executive,  their  beneficiary(ies),  or  any successor in interest shall be and
remain  simply  a  general  creditor of the Bank in the same manner as any other
creditor  having  a  general  claim  for  matured  and  unpaid  compensation.

The Bank reserves the absolute right, at its sole discretion, to either fund the
obligations  undertaken  by  this  Executive Plan or to refrain from funding the
same  and to determine the extent, nature and method of such funding. Should the
Bank  elect  to  fund  this  Executive  Plan,  in  whole or in part, through the
purchase  of life insurance, mutual funds, disability policies or annuities, the
Bank  reserves  the  absolute  right,  in its sole discretion, to terminate such
funding  at  any  time,  in  whole or in part. At no time shall any Executive be
deemed  to  have  any  lien  nor  right, title or interest in or to any specific
funding  investment  or  to  any  assets  of  the  Bank.

If  the  Bank elects to invest in a life insurance, disability or annuity policy
upon  the  life  of  the  Executive, then the Executive shall assist the Bank by
freely  submitting  to a physical exam and supplying such additional information
necessary  to  obtain  such  insurance  or  annuities.

                                        4
<PAGE>

IV.     CHANGE OF CONTROL

Upon  a  Change  of  Control (Subparagraph I [I]), if the Executive subsequently
suffers  a Termination of Service (Subparagraph I [D]), then the Executive shall
receive  the  benefits  promised  in  this  Executive Plan upon attaining Normal
Retirement  Age,  as if the Executive had been continuously employed by the Bank
until  the  Executive's  Normal  Retirement Age.  The Executive will also remain
eligible  for  all  promised  death  benefits  in  this  Executive  Plan.

V.     MISCELLANEOUS

A.     Alienability  and  Assignment  Prohibition:
       ------------------------------------------

Neither  the  Executive,  nor  the  Executive's  surviving spouse, nor any other
beneficiary(ies)  under  this  Executive  Plan  shall have any power or right to
transfer,  assign,  anticipate,  hypothecate,  mortgage,  commute,  modify  or
otherwise  encumber  in  advance any of the benefits payable hereunder nor shall
any  of  said  benefits  be  subject  to  seizure  for the payment of any debts,
judgments,  alimony  or  separate  maintenance  owed  by  the  Executive  or the
Executive's  beneficiary(ies),  nor  be  transferable by operation of law in the
event of bankruptcy, insolvency or otherwise.  In the event the Executive or any
beneficiary  attempts  assignment,  commutation,  hypothecation,  transfer  or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and  terminate.

B.     Binding  Obligation  of  the  Bank  and  any  Successor in Interest:
       -------------------------------------------------------------------

The  Bank  shall  not  merge  or  consolidate  into or with another bank or sell
substantially all of its assets to another bank, firm or person until such bank,
firm  or person expressly agrees, in writing, to assume and discharge the duties
and  obligations  of  the  Bank  under this Executive Plan.  This Executive Plan
shall be binding upon the parties hereto, their successors, beneficiaries, heirs
and  personal  representatives.

C.     Amendment  or  Revocation:
       -------------------------

It  is agreed by and between the parties hereto that, during the lifetime of the
Executive,  this  Executive Plan may be amended or revoked at any time or times,
in  whole  or  in  part,  by the mutual written consent of the Executive and the
Bank.

                                        5
<PAGE>

D.     Gender:
       ------

Whenever  in  this  Executive  Plan  words  are  used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or neuter
gender,  whenever  they  should  so  apply.

E.     Effect  on  Other  Bank  Benefit  Plans:
       ---------------------------------------

Nothing contained in this Executive Plan shall affect the right of the Executive
to  participate  in  or  be  covered  by any qualified or non-qualified pension,
profit-sharing,  group,  bonus  or  other  supplemental  compensation  or fringe
benefit  plan  constituting a part of the Bank's existing or future compensation
structure.

F.     Headings:
       --------

Headings  and  subheadings in this Executive Plan are inserted for reference and
convenience  only  and  shall  not  be  deemed  a  part  of this Executive Plan.

G.     Applicable  Law:
       ---------------

The  validity and interpretation of this Agreement shall be governed by the laws
of  the  State  of  Tennessee.

H.     12 U.S.C.   1828(k):
       -------------------
Any  payments  made  to  the  Executive  pursuant  to  this  Executive  Plan, or
otherwise,  are  subject to and conditioned upon their compliance with 12 U.S.C.
1828(k)  or  any  regulations  promulgated  thereunder.

I.     Partial  Invalidity:
       -------------------
If  any  term,  provision,  covenant,  or  condition  of  this Executive Plan is
determined by an arbitrator or a court, as the case may be, to be invalid, void,
or unenforceable, such determination shall not render any other term, provision,
covenant,  or  condition invalid, void, or unenforceable, and the Executive Plan
shall  remain  in full force and effect notwithstanding such partial invalidity.


                                        6
<PAGE>
J.     Employment:
       ----------

No  provision  of  this  Executive Plan shall be deemed to restrict or limit any
existing  employment  agreement  by  and between the Bank and the Executive, nor
shall  any  conditions herein create specific employment rights to the Executive
nor  limit  the right of the Employer to discharge the Executive with or without
cause.  In a similar fashion, no provision shall limit the Executive's rights to
voluntarily  sever  the  Executive's  employment  at  any  time.

VI.     ERISA  PROVISION

A.     Named  Fiduciary  and  Plan  Administrator:
       ------------------------------------------

The  "Named  Fiduciary  and  Plan Administrator" of this Executive Plan shall be
Cavalry  Banking  until  its  resignation  or  removal  by  the Board.  As Named
Fiduciary  and  Plan  Administrator,  the  Bank  shall  be  responsible  for the
management,  control  and  administration  of  the  Executive  Plan.  The  Named
Fiduciary may delegate to others certain aspects of the management and operation
responsibilities  of the Executive Plan including the employment of advisors and
the  delegation  of  ministerial  duties  to  qualified  individuals.

B.     Claims  Procedure  and  Arbitration:
       -----------------------------------

In  the  event  a  dispute  arises  over  benefits under this Executive Plan and
benefits  are  not paid to the Executive (or to the Executive's beneficiary(ies)
in  the case of the Executive's death) and such claimants feel they are entitled
to  receive  such  benefits,  then  a  written  claim  must be made to the Named
Fiduciary  and  Plan  Administrator  named above within sixty (60) days from the
date  payments  are  refused.  The  Named Fiduciary and Plan Administrator shall
review  the  written claim and if the claim is denied, in whole or in part, they
shall  provide  in  writing  within sixty (60) days of receipt of such claim the
specific  reasons for such denial, reference to the provisions of this Executive
Plan  upon  which the denial is based and any additional material or information
necessary  to perfect the claim.  Such written notice shall further indicate the
additional  steps  to  be  taken  by  claimants if a further review of the claim
denial  is  desired.  A  claim shall be deemed denied if the Named Fiduciary and
Plan  Administrator  fail  to  take  any  action  within the aforesaid sixty-day
period.

If  claimants  desire  a second review they shall notify the Named Fiduciary and
Plan  Administrator in writing within sixty (60) days of the first claim denial.
Claimants  may  review this Executive Plan or any documents relating thereto and
submit  any  written issues and comments it may feel appropriate.  In their sole
discretion,  the  Named  Fiduciary  and Plan Administrator shall then review the
second claim and provide a written decision within sixty (60) days of receipt of
such  claim.  This  decision  shall  likewise state the specific reasons for the
decision  and  shall  include  reference to specific provisions of the Plan upon
which  the  decision  is  based.


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If  claimants  continue  to  dispute  the  benefit  denial  based upon completed
performance  of  this  Executive Plan or the meaning and effect of the terms and
conditions  thereof,  then claimants may submit the dispute to an arbitrator for
final  arbitration.  The arbitrator shall be selected by mutual agreement of the
Bank  and  the  claimants.  The  arbitrator  shall  operate  under any generally
recognized  set  of  arbitration  rules.  The parties hereto agree that they and
their  heirs, personal representatives, successors and assigns shall be bound by
the  decision  of  such  arbitrator  with  respect  to  any controversy properly
submitted  to  it  for  determination.

Where  a dispute arises as to the Bank's discharge of the Executive "for cause,"
such  dispute  shall likewise be submitted to arbitration as above described and
the  parties  hereto  agree  to  be  bound  by  the  decision  thereunder.

VII.     TERMINATION  OR  MODIFICATION  OF AGREEMENT BY REASON OF CHANGES IN THE
LAW,  RULES  OR  REGULATIONS

The  Bank  is  entering into this Plan upon the assumption that certain existing
tax  laws,  rules and regulations will continue in effect in their current form.
If  any  said assumptions should change and said change has a detrimental effect
on  this Executive Plan, then the Bank reserves the right to terminate or modify
this  Plan  accordingly.  Upon  a  Change  of Control (Subparagraph I [I]), this
paragraph  shall  become null and void effective immediately upon said Change of
Control.

                                        8
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