##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM
10-K/A
 (Amendment No. 1)
 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
   þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    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 0-27393
 CIVITAS BANKGROUP, INC.
  Tennessee
    
    62-1297760(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer Identification Number)4 Corporate Centre810 Crescent Centre Dr, Ste 320Franklin, Tennessee
    
    37067(Address of principal executive offices)
    
    (Zip Code)
 
 Name of Each ExchangeTitle of Each Class
    
    on which RegisteredCommon Stock, $0.50 par value
    
    Nasdaq Global Market
 
 o þ
 o þ
 þ o
 o
  o þ o




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EXPLANATORY NOTE




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TABLE OF CONTENTS  PART IIIITEM 10. Directors, Executive Officers and Corporate GovernanceITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and ManagementITEM 13. Certain Relationships and Related Transactions and Director IndependenceITEM 14. Principal Accountant Fees and ServicesITEM 15. Exhibits, Financial Statement SchedulesSIGNATURESINDEX TO EXHIBITSEx-31.3 Section 302 CertificationEx-31.4 Section 302 Certification    Table of Contents  
 PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance.
 Information Regarding Directors and Executive Officers
  Richard Herrington,
 Danny Herron,
 Frank Inman, Jr.,
 Tom Paschal,
 Joel Porter,
 Paul Pratt, Sr.,
 Tom Price,
 Alex Richmond,
 3




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John S. Shepherd,
 John Stein,
 John S. Wilder, Sr.,
  Lisa Musgrove,
 Ashley Hill,
 C. Richard Bobo,
 Compliance with Section 16(a) of the Securities Exchange Act of 1934
   Code of Ethics
  Audit Committee of the Board of Directors
  4




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5




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ITEM 11. Executive Compensation.
 Compensation Discussion and Analysis
 Overview of Compensation Process
   Compensation Philosophy
 
    
    Retention-based: Compensation should be designed to maximize the Companys
retention rates for key employees and members of management.
    
    Performance-based: A significant component of compensation should be determined
based on whether or not the Company meets certain performance criteria that, in the view of
the Committee, are aligned with growth in shareholder value.
    
    Shareholder-aligned: Equity incentives should be used to align the interests of
our executive officers with those of our shareholders.
    
    Balanced: Performance-oriented features and retention-oriented features should
be balanced so the entire program accomplishes the Companys pay-for-performance and
executive retention objectives.
    
    Fair: Compensation levels and plan design should reflect competitive practices,
our performance relative to peer companies, and the relationship of compensation levels from one
executive to another.
  
    
    Recommending grants and awards for our named executive officers, other than the Chief
Executive Officer;
    
    Recommending changes to ensure that our compensation programs remain competitive and
aligned with our objectives; and
    
    Providing information to the Committee, including but not limited to (1) information
concerning Company and individual performance, (2) information concerning the attainment of
our strategic objectives, (3) the common stock ownership of each executive and his or her
option holdings, (4) equity compensation plan dilution, and (4) peer group compensation data.
The Committees compensation philosophy for an executive officer emphasizes an analysis of
the executives performance for the year, projected role and responsibilities, required
impact on execution of Company strategy, external pay practices, total cash and total direct
compensation positioning, and other factors the Committee deems appropriate. Our philosophy
also considers employee retention, vulnerability to recruitment by other companies, and the
difficulty and costs associated with replacing executive talent. Based on these objectives and the philosophies of the Committee, the Committee has determined that our Company should provide its executives
compensation packages
 6




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comprised of three primary elements: (i) base salary; (ii) annual
variable performance awards payable in cash or, in prior years, options, and primarily based
on the financial performance of the Company, in accordance with the goals established by the
Committee; and (iii) long-term stock-based incentive awards which strengthen the mutuality of
interests between executive officers and our shareholders.
 Components of 2006 Compensation Program
 Base Salary
  2006
    
    2005Base
    
    Base
    
    PercentageName
    
    Salary
    
    Salary
    
    ChangeRichard Herrington
    
    $
    224,972
    
    
    $
    216,320
    
    
    
    4.0
    %Lisa Musgrove
    
    
    147,800
    
    
    
    132,500
    
    
    
    11.5
    %Danny Herron
    
    
    177,923
    
    
    
    171,080
    
    
    
    4.0
    %C. Richard Bobo
    
    
    125,000
    
    
    
    112,500
    
    
    
    11.1
    %Ashley Hill
    
    
    104,000
    
    
    
    100,000
    
    
    
    4.0
    %
 Annual Incentive Compensation
 7




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PercentageCash
    
    ofName
    
    Award
    
    Base SalaryRichard Herrington
    
    $
    47,244
    
    
    
    21.0
    %Lisa Musgrove
    
    
    31,038
    
    
    
    29.1
    %Danny Herron
    
    
    29,357
    
    
    
    16.5
    %C. Richard Bobo
    
    
    20,625
    
    
    
    21.5
    %Ashley Hill
    
    
    21,840
    
    
    
    27.7
    %
 Long-Term Share-Based Incentive Compensation
 SharesSubject toTime-BasedVesting
    
    ExerciseName
    
    Option Grant
    
    PriceRichard Herrington
    
    
    19,469
    
    
    $
    7.25Lisa Musgrove
    
    
    11,925
    
    
    
    7.25Danny Herron
    
    
    15,397
    
    
    
    7.25C. Richard Bobo
    
    
    10,125
    
    
    
    7.25Ashley Hill
    
    
    3,703
    
    
    
    7.25
  Retirement Benefits
 401(k) Plan 1 2
 Bank Owned Life Insurance
 Severance and Change of Control Benefits
 Perquisites and Other Benefits
 8




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Compensation Decisions for 2007
 2007 BaseName
    
    SalaryRichard Herrington
    
    $
    233,971Lisa Musgrove
    
    
    153,712Danny Herron
    
    
    185,040C. Richard Bobo
    
    
    134,375Ashley Hill
    
    
    108,160
  Tax and Accounting Implications
 Deductibility of Executive Compensation
 Nonqualified Deferred Compensation
 Accounting for Stock-Based Compensation
 Personnel Committee Report
  
 Executive and Director Compensation Information
 Summary Compensation Table.
   9




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2006 SUMMARY COMPENSATION TABLE
 Change in PensionValue andNonqualifiedNon-Equity
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards(1)
    
    Compensation
    
    Earnings
    
    Compensation (2)Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Total ($)Richard Herrington,
President and Chief
Executive Officer
    
    
    2006
    
    
    
    224,972
    
    
    
    
    
    
    
    
    
    
    
    35,621
    
    
    
    47,244
    
    
    
    
    
    
    
    22,802
    
    
    
    330,639Lisa Musgrove,
Executive Vice
President, Chief
Operating Officer
and Chief Financial
Officer
    
    
    2006
    
    
    
    147,800
    
    
    
    
    
    
    
    
    
    
    
    12,730
    
    
    
    31,038
    
    
    
    
    
    
    
    13,434
    
    
    
    205,002Danny Herron,
Executive Vice
President of the
Company and
President and Chief
Executive Officer
of Cumberland Bank
    
    
    2006
    
    
    
    177,923
    
    
    
    
    
    
    
    
    
    
    
    22,005
    
    
    
    29,357
    
    
    
    
    
    
    
    13,577
    
    
    
    242,862C. Richard Bobo,
Executive Vice
President and Chief
Credit Officer of
the Bank
    
    
    2006
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    4,949
    
    
    
    20,625
    
    
    
    
    
    
    
    10,350
    
    
    
    160,924Ashley Hill, Senior
Vice President and
Director of
Corporate Risk
Management of the
Bank
    
    
    2006
    
    
    
    104,000
    
    
    
    
    
    
    
    
    
    
    
    2,165
    
    
    
    21,840
    
    
    
    
    
    
    
    13,912
    
    
    
    141,917
 
 1.
    
    The amounts in the column captioned Option Awards reflects the dollar amount recognized for
financial statement reporting purposes for the fiscal year ended December 31, 2006, in
accordance with FAS 123(R) of awards pursuant to the Companys equity incentive plans and thus
may include amounts from awards granted in and prior to 2006. Please see footnote 19 to the
Companys consolidated financial statements included in the Companys Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 9, 2007.2.
    
    All other compensation includes the following items: 10




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401(k) PlanMatching
    
    Automobile
    
    CountryContributions
    
    Allowances
    
    Club Dues
    
    TotalRichard Herrington
    
    
    6,749
    
    
    
    9,000
    
    
    
    7,053
    
    
    
    22,802Lisa Musgrove
    
    
    4,434
    
    
    
    9,000
    
    
    
    
    
    
    
    13,434Danny Herron
    
    
    5,338
    
    
    
    6,837
    
    
    
    1,402
    
    
    
    13,577C. Richard Bobo
    
    
    3,750
    
    
    
    6,600
    
    
    
    
    
    
    
    10,350Ashley Hill
    
    
    3,342
    
    
    
    6,900
    
    
    
    3,670
    
    
    
    13,912
 Grants of Plan-Based Awards.
 2006 GRANTS OF PLAN-BASED AWARDS
 AllOtherStock
    
    All OtherAwards:
    
    OptionNumber
    
    Awards:Estimated Possible Payouts
    
    Estimated Possible Payouts
    
    of
    
    Number of
    
    Exercise or
    
    Grant DateUnder Non-Equity Incentive
    
    Under Equity Incentive Plan
    
    Shares
    
    Securities
    
    Base Price of
    
    Fair ValuePlan Awards
    
    Awards
    
    of Stock
    
    Underlying
    
    Option
    
    of StockGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options(1)
    
    Awards
    
    and OptionName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)(1)
    
    Awards ($)Richard Herrington
    
    
    3/30/2006
    
    
    $
    22,497
    
    
    $
    44,994
    
    
    $
    67,492
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,469
    
    
    
    7.25
    
    
    
    31,929Lisa Musgrove
    
    
    3/30/2006
    
    
    
    14,780
    
    
    
    29,560
    
    
    
    44,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,925
    
    
    
    7.25
    
    
    
    19,557Danny Herron
    
    
    3/30/2006
    
    
    
    17,792
    
    
    
    35,585
    
    
    
    53,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,397
    
    
    
    7.25
    
    
    
    25,251C. Richard Bobo
    
    
    3/30/2006
    
    
    
    12,500
    
    
    
    25,000
    
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,125
    
    
    
    7.25
    
    
    
    16,605Ashley Hill
    
    
    3/30/2006
    
    
    
    10,400
    
    
    
    20,800
    
    
    
    31,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,703
    
    
    
    7.25
    
    
    
    6,073
 
 1.
    
    Reflects options awarded to the Named Executive Officer for performance in 2005 that vest on
March 20, 2011 the fifth anniversary of the date of grant and which were granted with an
exercise price equal to the closing price of the Companys Common Stock on the date of grant.
Mr. Hill was also awarded $7,407 in cash for 2005 performance. 11




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Outstanding Equity Awards at Fiscal Year End.
 OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR END
 Option AwardsEquity IncentiveNumber of
    
    
    
    
    
    Plan Awards:Securities
    
    
    
    
    
    Number of SecuritiesUnderlying
    
    Number of Securities
    
    Underlying
    
    OptionUnexercised
    
    Underlying Unexercised
    
    Unexercised
    
    Exercise
    
    OptionGrant
    
    Options (#)
    
    Options (#)
    
    Unearned Options
    
    Price
    
    ExpirationDate
    
    Exercisable
    
    Unxercisable
    
    (#)
    
    ($)
    
    DateRichard Herrington12/31/02
    
    
    
    62,500
    (1)
    
    
    
    
    
    
    
    
    
    
    4.00
    
    
    
    12/31/201201/02/04
    
    
    
    6,269
    (1)
    
    
    6,270
    (1)
    
    
    
    
    
    
    5.95
    
    
    
    1/2/200903/18/04
    
    
    
    7,500
    (1)
    
    
    7,500
    (1)
    
    
    
    
    
    
    7.10
    
    
    
    3/18/200907/21/04
    
    
    
    7,500
    (1)
    
    
    7,500
    (1)
    
    
    
    
    
    
    7.25
    
    
    
    7/21/201009/23/04
    
    
    
    1,050
    (2)
    
    
    
    
    
    
    
    
    
    
    8.65
    
    
    
    9/23/200701/27/05
    
    
    
    4,900
    (2)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/200801/27/05
    
    
    
    13,764
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/201101/27/05
    
    
    
    9,956
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/201112/29/05
    
    
    
    5,000
    (3)
    
    
    
    
    
    
    
    
    
    
    7.65
    
    
    
    12/29/201103/30/06
    
    
    
    
    
    
    
    19,469
    (4)
    
    
    
    
    
    
    7.25
    
    
    
    3/30/2012Lisa Musgrove9/3/2003
    
    
    
    15,000
    (5)
    
    
    
    
    
    
    
    
    
    
    5.625
    
    
    
    9/30/20099/3/2003
    
    
    
    15,000
    (6)
    
    
    
    
    
    
    
    
    
    
    5.625
    
    
    
    9/30/20091/2/2004
    
    
    
    7,764
    (1)
    
    
    7,764
    (1)
    
    
    
    
    
    
    5.95
    
    
    
    1/2/20093/18/2004
    
    
    
    2,000
    (1)
    
    
    2,000
    (1)
    
    
    
    
    
    
    7.10
    
    
    
    3/18/20097/21/2004
    
    
    
    5,000
    (1)
    
    
    5,000
    (1)
    
    
    
    
    
    
    7.25
    
    
    
    7/21/20101/27/2005
    
    
    
    15,350
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/20113/17/2005
    
    
    
    6,000
    (3)
    
    
    
    
    
    
    
    
    
    
    8.04
    
    
    
    1/27/20117/1/2005
    
    
    
    2,287
    (7)
    
    
    
    
    
    
    
    
    
    
    7.55
    
    
    
    7/1/201012/29/2005
    
    
    
    5,000
    (3)
    
    
    
    
    
    
    
    
    
    
    7.65
    
    
    
    12/29/201112/29/2005
    
    
    
    4,000
    (3)
    
    
    
    
    
    
    
    
    
    
    7.65
    
    
    
    12/29/20113/30/2006
    
    
    
    
    
    
    
    11,925
    (4)
    
    
    
    
    
    
    7.25
    
    
    
    3/30/2012Danny Herron12/31/2002
    
    
    
    2,500
    (1)
    
    
    
    
    
    
    
    
    
    
    4.00
    
    
    
    12/31/20121/2/2004
    
    
    
    5,492
    (1)
    
    
    5,492
    (1)
    
    
    
    
    
    
    5.95
    
    
    
    1/2/20093/18/2004
    
    
    
    7,500
    (1)
    
    
    7,500
    (1)
    
    
    
    
    
    
    7.10
    
    
    
    3/18/20097/21/2004
    
    
    
    12,500
    (1)
    
    
    12,500
    (1)
    
    
    
    
    
    
    7.25
    
    
    
    7/21/20109/23/2004
    
    
    
    1,050
    (2)
    
    
    
    
    
    
    
    
    
    
    8.65
    
    
    
    9/23/20071/27/2005
    
    
    
    4,900
    (2)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/20081/27/2005
    
    
    
    5,860
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/20111/27/2005
    
    
    
    13,945
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/201112/29/2005
    
    
    
    5,000
    (3)
    
    
    
    
    
    
    
    
    
    
    7.65
    
    
    
    12/29/20113/30/2006
    
    
    
    
    
    
    
    15,397
    (4)
    
    
    
    
    
    
    7.25
    
    
    
    3/30/2012
 12




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##### Table of Contents



Option Awards(continued)Equity IncentiveNumber of
    
    
    
    
    
    Plan Awards:Securities
    
    
    
    
    
    Number of SecuritiesUnderlying
    
    Number of Securities
    
    Underlying
    
    OptionUnexercised
    
    Underlying Unexercised
    
    Unexercised
    
    Exercise
    
    OptionGrant
    
    Options (#)
    
    Options (#)
    
    Unearned Options
    
    Price
    
    ExpirationDate
    
    Exercisable
    
    Unxercisable
    
    (#)
    
    ($)
    
    DateC. Richard Bobo1/2/2004
    
    
    
    1,044
    (1)
    
    
    1,044
    (1)
    
    
    
    
    
    
    5.95
    
    
    
    1/2/20097/21/2004
    
    
    
    2,500
    (1)
    
    
    2,500
    (1)
    
    
    
    
    
    
    7.25
    
    
    
    7/21/20101/27/2005
    
    
    
    13,550
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/20111/27/2005
    
    
    
    5,000
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/201112/29/2005
    
    
    
    5,000
    (3)
    
    
    
    
    
    
    
    
    
    
    7.65
    
    
    
    12/29/20113/30/2006
    
    
    
    
    
    
    
    10,125
    (4)
    
    
    
    
    
    
    7.25
    
    
    
    3/30/2012Ashley Hill3/7/1999
    
    
    
    10,000
    (4)
    
    
    
    
    
    
    
    
    
    
    6.25
    
    
    
    2/28/20101/2/2004
    
    
    
    1,937
    (1)
    
    
    1,937
    (1)
    
    
    
    
    
    
    5.95
    
    
    
    1/2/20091/27/2005
    
    
    
    11,188
    (3)
    
    
    
    
    
    
    
    
    
    
    8.00
    
    
    
    1/27/20117/1/2005
    
    
    
    2,287
    (7)
    
    
    
    
    
    
    
    
    
    
    7.55
    
    
    
    7/1/20107/14/2005
    
    
    
    3,000
    (3)
    
    
    
    
    
    
    
    
    
    
    7.80
    
    
    
    7/14/201112/29/2005
    
    
    
    2,500
    (3)
    
    
    
    
    
    
    
    
    
    
    7.65
    
    
    
    12/29/20113/30/2006
    
    
    
    
    
    
    
    3,703
    (4)
    
    
    
    
    
    
    7.25
    
    
    
    3/30/2012
 
 1.
    
    Options vest over four years, 25% per year on the anniversary of the grant date.2.
    
    Options were 100% vested on the date of grant.3.
    
    Options were 100% vested on the date of grant.4.
    
    Options vest over five years, 20% per year on the anniversary of the grant date.5.
    
    Options were 100% vested on the date of grant.6.
    
    Options vest 100% on the first anniversary of the grant date.7.
    
    Options were 100% vested on the date of grant. 13




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##### Table of Contents



Option Exercises and Stock Vested.
 OPTIONS EXERCISES AND STOCK VESTED TABLE
 Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized
    
    Number of Shares
    
    Value RealizedAcquired on Exercise
    
    on Exercise
    
    Acquired on Exercise
    
    on ExerciseRichard Herrington
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lisa Musgrove
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Danny Herron
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    C. Richard Bobo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ashley Hill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Director Compensation.
 2006 DIRECTOR COMPENSATION TABLE
 Change in PensionValue andFees
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    NonqualifiedEarned or
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    DeferredPaid in
    
    Stock
    
    Option
    
    Compensation
    
    Compensation
    
    All OtherName(1)
    
    Cash
    
    Awards
    
    Awards(2)(3)
    
    ($)
    
    Earnings
    
    Compensation
    
    TotalFrank Inman, Jr.
    
    $
    9,200
    
    
    
    
    
    
    $
    1,901
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    9,200Tom Paschal
    
    
    9,100
    
    
    
    
    
    
    
    10,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,100Joel Porter
    
    
    10,300
    
    
    
    
    
    
    
    2,447
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,300Paul Pratt
    
    
    10,600
    
    
    
    
    
    
    
    1,541
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,600Tom Price
    
    
    13,900
    
    
    
    
    
    
    
    2,194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,900Alex Richmond
    
    
    14,600
    
    
    
    
    
    
    
    2,036
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,600John Shepherd
    
    
    16,100
    
    
    
    
    
    
    
    2,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,100John Stein
    
    
    5,600
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,600William Wallace
    
    
    2,800
    
    
    
    
    
    
    
    1,211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,800John Wilder
    
    
    11,400
    
    
    
    
    
    
    
    3,231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,400
 
 1.
    
    Mr. Herrington and Mr. Herron, as executive officers of the Company, do not receive
additional director fees. The stock compensation expense for 2006 associated with options
awarded to Mr. Herrington and Mr. Herron is reflected in the Summary Compensation Table. 14




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##### Table of Contents



2.
    
    At December 31, 2006, the Companys directors held options to purchase the following number
of shares of the Companys Common Stock: NumberName
    
    of OptionsRichard Herrington
    
    
    159,178Danny Herron
    
    
    99,635Frank Inman, Jr.
    
    
    21,450Tom Paschal
    
    
    44,605Joel Porter
    
    
    24,500Paul Pratt
    
    
    19,650Tom Price
    
    
    37,254Alex Richmond
    
    
    24,960John Shepherd
    
    
    30,460John Stein
    
    
    William Wallace
    
    
    John Wilder
    
    
    23,600
 
 3
    
    The amounts in the column captioned Option Awards reflects the dollar amount recognized for
financial statement reporting purposes for the fiscal year ended December 31, 2006, in
accordance with FAS 123(R) of awards pursuant to the Companys equity incentive plans and thus
may include amounts from awards granted in and prior to 2006. Please see footnote 19 to the
Companys consolidated financial statements included in the Companys Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 9, 2007. Bank-Owned Life Insurance Plan.
 
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
 Stock Ownership
  
    
    each person who is known to the Company to beneficially own more than 5% of the
outstanding shares of the Companys Common Stock;
    
    each of the Companys directors;
    
    each of the Companys Named Executive Officers (as defined above); and
    
    all of the Companys directors and executive officers as a group.
 15




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##### Table of Contents



Number of SharesBeneficially Owned asa Result of OptionsNumber of
    
    Currently ExercisableShares
    
    or Exercisable Within
    
    Percentage ofBeneficially
    
    60 Days of
    
    SharesName of Beneficial Owner (1)
    
    Owned(2)
    
    March 31, 2007
    
    Outstanding5% Beneficial OwnersFinancial Stocks CapitalPartners II, LP
    
    
    902,303
    
    
    
    0
    
    
    
    5.68
    %C.M. Gatton
    
    
    1,015,091
    
    
    
    0
    
    
    
    6.36
    %Directors and NomineesJoel Porter
    
    
    942,352
    (3)
    
    
    23,750
    
    
    
    6.05
    %Paul Pratt, Sr.
    
    
    119,362
    (4)
    
    
    19,150
    
    
    
    0.87
    %Tom Price
    
    
    29,203
    (5)
    
    
    36,629
    
    
    
    0.41
    %Alex Richmond
    
    
    148,150
    (6)
    
    
    24,335
    
    
    
    1.08
    %John Shepherd
    
    
    281,892
    
    
    
    29,835
    
    
    
    1.95
    %John Stein
    
    
    902,303
    (7)
    
    
    0
    
    
    
    5.68
    %William Wallace
    
    
    12,853
    
    
    
    0
    
    
    
    0.12
    %John S. Wilder, Sr.
    
    
    798,518
    
    
    
    22,850
    
    
    
    5.14
    %Tom Paschal
    
    
    215,714
    (8)
    
    
    35,644
    
    
    
    1.57
    %Frank Inman, Jr.
    
    
    75,967
    (9)
    
    
    20,700
    
    
    
    0.61
    %Named Executive OfficersRichard
Herrington (10)
    
    
    300,582
    
    
    
    129,218
    
    
    
    2.71
    %Danny Herron
(10)
    
    
    81,957
    
    
    
    68,322
    
    
    
    0.94
    %Lisa Musgrove
    
    
    14,083
    
    
    
    84,668
    
    
    
    0.62
    %Ashley Hill
    
    
    14,591
    
    
    
    32,622
    
    
    
    0.30
    %C. Richard Bobo
    
    
    3,150
    
    
    
    29,640
    
    
    
    0.21
    %All
executive officers and directors as a group (15 persons)
    
    
    3,943,970
    
    
    
    557,363
    
    
    
    28.19
    %
 
 (1)
    
    The address for each of the directors, nominees and executive officers set forth in the
table above is 4 Corporate Centre, 810 Crescent Centre Drive, Suite 320, Franklin, Tennessee
37067 and the address for Financial Stocks Capital Partners II, LP is 507 Carew Tower, 441
Vine Street, Cincinnati, Ohio 45202. The address for Mr. Gatton is P.O. Box 1147, Bristol,
Tennessee 37621.(2)
    
    Each person has sole voting and investment power with respect to the shares listed unless
otherwise indicated.(3)
    
    Includes 20,300 shares held by Mr. Porters wife for which Mr. Porter disclaims beneficial
ownership.(4)
    
    Includes 8,724 shares held by Mr. Pratts spouse and 26,796 in Pratt Partnership for which
Mr. Pratt disclaims beneficial ownership.(5)
    
    Includes 5,155 shares held by Mr. Prices spouse for which Mr. Price disclaims beneficial
ownership.(6)
    
    Includes 73,824 shares held by Mr. Richmonds spouse and 11,162 shares held by Mr. Richmond
as custodian for his son.(7)
    
    Includes the 902,303 shares represented above for Financial Stocks Capital Partners II, LP
for which Mr. Stein has the right to direct the vote and disposition of.(8)
    
    Includes 94,441 shares held by Mr. Paschals spouse for which Mr. Paschal disclaims
beneficial ownership.(9)
    
    Includes 27,646 shares held by Mr. Inmans wife and
20,300 shares in Inman Construction for which Mr. Inman disclaims
beneficial ownership.(10)
    
    The Named Executive Officer is also a director of the Company.  16




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##### Table of Contents



Number of sharesremainingNumber of shares to
    
    
    
    
    
    
    available for futurebe issued upon
    
    
    Weighted average
    
    
    issuanceexercise of
    
    
    exercise price of
    
    
    under equity compensationoutstanding options
    
    
    outstanding options
    
    
    plans (excluding sharesPlan Category
    
    and warrants
    
    
    and warrants
    
    
    reflected in first columnEquity compensation plans
approved by shareholders
    
    
    1,623,676
    
    
    $
    7.21
    
    
    
    1,134,350Equity compensation plans not
approved by shareholders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    1,623,676
    
    
    $
    7.21
    
    
    
    1,134,350
 
 ITEM 13. Certain Relationships and Related Transactions and Director Independence.
 Related Party Transactions
        17




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##### Table of Contents



Director Independence
  Frank Inman, Jr.

    Paul Pratt, Sr.Tom Price

    Alex RichmondJohn Shepherd

    John SteinJohn S. Wilder, Sr.

    Joel Porter
  
    
    Full Service Insurance, an insurance agency of which Mr. Pratt is president,
provides the Company and the Bank with director and officer insurance coverage, employee
medical benefits coverage, workers compensation insurance, insurance on the Companys
buildings and OREO properties, and car insurance; and
    
    The law firm in which Mr. Porter is a partner provides legal services to the
Company and the Bank.
 
 ITEM 14. Principal Accountant Fees and Services.
 Independent Registered Public Accounting Firm Information
   2006
    
    2005Audit Fees(1)
    
    $
    289,960
    
    
    $
    337,634Audit-Related Fees(2)
    
    
    19,984
    
    
    
    33,592Tax Fees(3)
    
    
    64,413
    
    
    
    46,520All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    375,357
    
    
    $
    417,746
 
 1.
    
    Audit Fees include fees related to the annual independent audit of the Companys financial
statements and reviews of the Companys annual report on Form 10-K and quarterly reports on
Form 10-Q. Audit Fees also include fees related to the audit of managements report on the
effectiveness of the Companys internal control over financial reporting, as required by
Section 404 of the Sarbanes Oxley Act of 2002.2.
    
    Audit-Related Fees include fees related to the audit of the Companys employee benefit plans,
consultations related to financial accounting and reporting standards and internal control
reviews.3.
    
    Tax Fees include fees related to tax return preparation and other tax related assistance,
planning and advice.  18




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##### Table of Contents



ITEM 15. Exhibits, Financial Statement Schedules.
 
  19




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##### Table of Contents



SIGNATURES
  CIVITAS BANKGROUP, INC.By:
    /s/  Richard HerringtonRichard HerringtonPresidentDate: April 30, 2007




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##### Table of Contents



INDEX TO EXHIBITS
 2.1
    
    Plan of Tax-Free Reorganization under Section 355 of the Internal Revenue Code and Agreement
by and between the Company and the Acquirors identified therein, dated November 24, 2004
(incorporated herein by reference to the Companys Current Report on Form 8-K filed with the
SEC on December 1, 2004). (pursuant to Item 601(b) (2) of Regulation S-K, the schedules of
this agreement are omitted, but will be provided supplementary to the SEC upon request).2.2
    
    Agreement and Plan of Merger, dated January 25, 2007, by and between Greene County
Bancshares, Inc. and Civitas BankGroup, Inc. (incorporated herein by reference to the
Companys Current Report on Form 8-K filed with the SEC on January 26, 2007).3.1
    
    Restated Charter of the Company (Restated for SEC electronic filing purpose only and
incorporated herein by reference to the Companys registration statement on Form S-3
(Registration No. 333-117041) filed with the SEC on June 30, 2004).3.2
    
    Amended and Restated Bylaws of the Company (Restated for SEC electronic filing purpose only
and incorporated herein by reference to the Companys registration statement on Form S-3
(Registration No. 333-117041) filed with the SEC on June 30, 2004).10.1
    
    Civitas BankGroup, Incorporated 1998 Stock Option Plan (incorporated herein by reference to
the Companys Current Report on Form 8-K filed with the SEC on April 28, 2006).*10.2
    
    Civitas BankGroup, Inc. Employee Stock Purchase Plan (incorporated herein by reference to the
Companys Registration Statement on Form S-8 (Registration No. 333-105424 filed with the SEC
on May 20, 2003).*10.3
    
    Form of Non-Qualified Stock Option Agreement (incorporated herein by reference to the
Companys Quarterly Report on Form 10-Q filed with the SEC on November 15, 2004).*10.4
    
    Form of Incentive Stock Option Agreement (incorporated herein by reference to the Companys
Quarterly Report on Form 10-Q filed with the SEC on November 15, 2004).*10.5
    
    Loan Agreement dated December 13, 2004 by and between the Company and First Tennessee Bank,
National Association (incorporated herein by reference to the Companys Current Report on Form
8-K filed with the SEC on December 17, 2004).10.6
    
    Loan Agreement dated December 13, 2004 by and between the Company and First Tennessee Bank,
National Association (incorporated herein by reference to the Companys Current Report on Form
8-K filed with the SEC on December 17, 2004).10.7
    
    Director and named executive officer compensation summary (incorporated herein by reference
to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2006).*10.8
    
    Form of Endorsement Split Dollar Agreement (incorporated by reference to the Companys
Current Report on Form 8-K filed with the SEC on January 31, 2007).*21.1
    
    Subsidiaries of the Company (incorporated herein by reference to the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2004).23.1
    
    Consent of Crowe Chizek and Company LLC (incorporated herein by reference to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2006).31.1
    
    Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes- Oxley
Act of 2002 (incorporated herein by reference to the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2006).31.2
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (incorporated herein by reference to the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2006).31.3
    
    Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes- Oxley
Act of 2002 (Filed herewith).31.4
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Filed herewith).32.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
 
 *
    
    Management compensatory plan or contract