8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2009

PINNACLE FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in charter)

Tennessee	000-31225	62-1812853
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

211 Commerce Street, Suite 300, Nashville, Tennessee	37201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 744-3700

N/A

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     This Current Report on Form 8-K is being furnished to disclose the press release issued by Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Company”), on January 20, 2009. The press release, which is furnished as Exhibit 99.1 hereto pursuant to Item 2.02 of Form 8-K, announced the Company’s results of operations for the three months and fiscal year ended December 31, 2008.

     The press release furnished herewith as Exhibit 99.1 contains certain non-GAAP financial measures as defined by Regulation G of the rules and regulations of the Securities and Exchange Commission. To supplement the Company’s consolidated financial statements prepared on a GAAP basis, the Company is disclosing non-GAAP EPS, non-GAAP net income and certain non-GAAP performance ratios for the three months and fiscal year ended December 31, 2008, in each case excluding merger related expenses associated with its merger with Mid-America Bancshares, Inc., a Tennessee corporation (“Mid-America”), on November 30, 2007. The non-GAAP performance measures and ratios also are presented excluding the impact of goodwill and core deposit intangibles associated with the Company’s acquisition of Mid-America and Cavalry Bancorp, Inc., which the Company acquired on March 15, 2006.

     The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in the press release are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.

     The Company believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible vary extensively from company to company, the Company believes that the presentation of this information allows investors to more easily compare the Company’s results to the results of other companies. The Company also included non-GAAP EPS and non-GAAP performance ratios because it believes that these measures more accurately reflect the Company’s operating performance for the 2008 fourth quarter and 2008 fiscal year when compared to the same periods in 2007 and because it believes that the information provides investors with additional information to evaluate the Company’s past financial results and ongoing operational performance.

     The Company’s management utilizes this non-GAAP financial information to compare the Company’s operating performance versus the comparable periods in 2007 and will utilize non-GAAP earnings per share diluted for the 2008 fiscal year excluding the merger related expenses in calculating whether or not the Company met the performance targets of its 2008 Annual Cash Incentive Plan.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (e)     Amendment No. 1 to Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan.

     On January 20, 2009, the Board of Directors approved an amendment (the “Amendment”) to the Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan (the “Plan”), which the Company assumed in connection with its merger with Mid-America, and pursuant to which the Company may make awards to those associates of the Company that were associates of Mid-America or its affiliates prior to the consummation of the Company’s merger with Mid-America. The Amendment amends the Plan as follows: (i) the definitions of “cause” and “change in control” in the Plan have been amended to match the

definition of “cause” and “change in control” in the Pinnacle Financial Partners, Inc. 2004 Equity Incentive Plan, as amended (the “2004 Plan”); (ii) Section 4.5 of the Plan has been amended to make the provisions of the Plan regarding adjustments to awards granted under the Plan following a recapitalization, stock split, stock dividend or other similar event consistent with a similar provision in the 2004 Plan; and (iii) Article 7, dealing with automatic grants of awards to outside directors, has been deleted in its entirety.

     A copy of the Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     (a)     On January 20, 2009, the Board of Directors of the Company approved an amendment to the Bylaws of the Company to change the age beyond which no person shall be eligible to stand for election, or be elected, as a director from seventy-two (72) years of age to seventy-five (75) years of age at the time of such election.

     A copy of the Bylaws of the Company, as amended, is filed with this Form 8-K as Exhibit 3.2.

Item 9.01 Financial Statements and Exhibits

     (d)     Exhibits

3.2	Bylaws of Pinnacle Financial Partners, Inc. (Restated for SEC filing purposes only)
10.1	Amendment No. 1 to Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan
99.1	Press release issued by Pinnacle Financial Partners, Inc. dated January 20, 2009

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PINNACLE FINANCIAL PARTNERS, INC.
	By:	/s/ Harold R. Carpenter
	Name:	Harold R. Carpenter
	Title:	Executive Vice President and Chief Financial Officer
Date: January 21, 2009

EXHIBIT INDEX

Exhibit No.	Description
3.2	Bylaws of Pinnacle Financial Partners, Inc. (Restated for SEC filing purposes only)
10.1	Amendment No. 1 to Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan
99.1	Press release issued by Pinnacle Financial Partners, Inc. dated January 20, 2009

EX-3.2

Exhibit 3.2

BYLAWS OF PINNACLE FINANCIAL PARTNERS, INC.

ARTICLE ONE

OFFICES

     1.1 Principal Office. The location of the principal office of the corporation in the State of Tennessee shall be in Davidson County, Tennessee.

     1.2 Other Offices. The corporation may, in addition to its principal office in the State of Tennessee, have offices at such other places, either within or without the State of Tennessee, as the Board of Directors may from time to time appoint or as the business of the corporation may require.

ARTICLE TWO
SHAREHOLDERS’ MEETINGS

     2.1 Annual Meeting. A meeting of shareholders of the corporation entitled to vote shall be held, annually, within six (6) months after the end of each fiscal year of the corporation for the purpose of electing directors and for transacting of any other business authorized or required to be transacted by such shareholders of the corporation. The annual meeting shall be held at such time and place, and on such date, as the directors shall determine from time to time and as shall be specified in the notice of the meeting.

     2.2 Special Meetings. Special meetings of the shareholders may be called at any time by the corporation’s Board of Directors, its President, or by the corporation’s shareholders upon the delivery of a written request to the corporation’s Secretary owning an aggregate of not less than twenty-five percent (25%) of the outstanding capital stock of the corporation, then entitled to vote, describing the purpose(s) for the request. Special meetings shall be held at such a time and place and on such date as shall be specified in the notice of the meeting.

     2.3 Place. Annual or special meetings of shareholders may be held within or without the State of Tennessee.

     2.4 Notice. Notice of annual or special shareholders meetings stating the time, date, and place of the meeting shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting, either mailed to the last known address or personally given to each shareholder. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. The notice of any meeting at which amendments to or restatements of the charter, merger or share exchange of the corporation, or the disposition of corporate assets requiring shareholder approval are to be considered shall state such purpose, and shall further comply with all requirements of law. Notice of a meeting may be waived by an instrument in writing executed before or after the meeting. The waiver need not specify the purpose of the meeting or the business transacted and shall be delivered to the corporation for inclusion in the corporate minutes or records. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof as permitted by law.

     2.5 Quorum. At any meeting of the shareholders, the holders of a majority of the outstanding stock of the corporation then having voting rights, present in person or represented by proxy, shall constitute a quorum for all purposes, including the election of directors, except where otherwise expressly provided by statute or by the corporation’s charter, or any amendment thereof. In the absence of a quorum, a majority in interest of the shareholders so present or represented and entitled to vote may adjourn the meeting from

time to time, without further notice as permitted by law, until a quorum shall attend, and thereupon, any business may be transacted which might have been transacted at the meeting as originally called.

     2.6 Proxies; Required Vote. At every meeting of the shareholders, including meetings of shareholders for the election of directors, any shareholder having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless said proxy expressly provides for a longer period. Each shareholder shall have one vote for each share of stock having voting power, registered in his or her name on the books of the corporation. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceeds the votes cast opposing the action, unless otherwise expressly prohibited by statute or by the corporation’s charter which may define other criteria.

     2.7 Presiding Officer and Secretary. At every meeting of shareholders, the Chairman or the President, or if such officers shall not be present then the person appointed by one of them, shall preside. The Secretary or an Assistant Secretary, or if such officers shall not be present, the appointee of the presiding officer of the meeting, shall act as secretary of the meeting.

     2.8 Shareholder List. Beginning two (2) business days after notice of a shareholders’ meeting is given, the corporation shall produce for inspection by any shareholder, at its principal office, a complete alphabetical list of shareholders, by voting group or class, showing the address and share holdings of each shareholder. The corporation shall continue to make the shareholders’ list available for inspection at the meeting by any shareholder, and such list shall remain available for inspection through the meeting and any adjournment thereof.

     2.9 Action in Lieu of Meeting. Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all shareholders entitled to vote on such matter(s) upon which the affirmative vote of the shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by class) of votes that would be necessary to authorize or take such action at a meeting shall constitute the act of the shareholders.

ARTICLE THREE
DIRECTORS

     3.1 Management. Subject to these bylaws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

     3.2 Number of Directors. The Board of Directors shall consist of not less than five (5) nor more than twenty-five (25) members. The number of directors may be fixed or changed from time to time within the minimum and maximum, or the range itself may be fixed or changed from time to time, by the affirmative vote of two-thirds of the issued and outstanding shares of the corporation entitled to vote in an election of directors, or by the affirmative vote of two-thirds of all directors then in office.

     3.3 Vacancies. The directors, even though less than a quorum, may fill any vacancy on the Board of Directors, including a vacancy created by an increase in the number of directors. Such appointment by the directors shall continue until the expiration of the term of the director whose place has become vacant, or, in the case of an increase in the number of directors, until the next meeting of the shareholders.

     3.4 Election of Directors. The Board of Directors shall be divided into three (3) classes, Class I, Class II and Class III, which shall be nearly equal in number as possible. Each director in Class I shall be elected to an initial term of one (1) year, each director in Class II shall be elected to an initial term of two (2) years and each director in Class III shall be elected to an initial term of three (3) years, and each director shall serve until the election and qualification of his or her successor or until his or her earlier resignation, death or removal from office. Upon the expiration of the initial terms of office for each Class of directors, the

directors of each Class shall be elected for terms of three (3) years, to serve until the election and qualification of their successors or until their earlier resignation, death or removal from office. No person shall be eligible to stand for election as a director, nor may be elected as a director, if such person is seventy-five (75) years of age or greater at the time of such election.

     3.5 Removal. Any director may be removed from office with cause upon the affirmative vote of the holders of a majority of the issued and outstanding shares of the corporation at a meeting with respect to which notice of such purpose is given, or upon the affirmative vote of two-thirds of all directors then in office. Any director may be removed from office without cause, at a meeting with respect to which notice of such purpose is given, only upon the affirmative vote of two-thirds of the holders of a majority of the issued and outstanding shares of the corporation.

     3.6 Resignation. Any director may resign at any time by so advising the Chairman of the Board or the President or by giving written notice to the corporation. A director who resigns may postpone the effectiveness of his or her resignation to a future date or upon the occurrence of a future event specified in a written tender of resignation. If no time of effectiveness is specified therein, a resignation shall be effective upon tender. A vacancy shall be deemed to exist at the time a resignation is tendered, and the Board of Directors or the shareholders may, then or thereafter, elect a successor to take office when the resignation by its terms becomes effective.

     3.7 Compensation. Directors may be allowed such compensation for their services as directors as may from time to time be fixed by resolution of the Board of Directors.

     3.8 Honorary and Advisory Directors. When a director of the corporation retires under the retirement policies of the corporation as established from time to time by the Board of Directors, the Board of Directors may appoint such retiring director to be an Honorary Director, Director Emeritus, or member of an advisory board established by the Board of Directors. The Board of Directors of the corporation also may appoint any individual an Honorary Director, Director Emeritus, or member of any advisory board established by the Board of Directors. Any individual appointed an Honorary Director, Director Emeritus, or member of an advisory board as provided by this Section 3.8 may be compensated as provided in Section 3.7, but such individual may not vote at any meeting of the Board of Directors or be counted in determining a quorum as provided in Section 5.5 and shall not have any responsibility or be subject to any liability imposed upon a director, or otherwise be deemed a director.

     3.9 Nomination of Directors.

          (a) Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at any meeting of shareholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section. The Board of Directors shall act as a nominating committee to select the management nominees for election as directors.

          (b) Nominations, other than those management nominees made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the corporation. To be timely, a shareholder’s notice shall be delivered or mailed to and received at the principal executive offices of the corporation not less than 30 days prior to the date of the meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting is mailed or such public disclosure was made. Such shareholder’s notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to such person as required to be disclosed in solicitation of proxies for election of directors pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected); and (ii) as to the

shareholder giving the notice (A) the name and address, as they appear on the books of the corporation, of such shareholder and (B) the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section. The officer presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of this Section and the defective nomination shall be disregarded.

ARTICLE FOUR
COMMITTEES

     4.1 Executive Committee. (a) The Board of Directors may, by resolution adopted by a majority of the entire Board, designate an Executive Committee consisting of one or more directors. Each Executive Committee member shall hold office until the first meeting of the Board of Directors after the annual meeting of shareholders and until the member’s successor is elected and qualified, or until the member’s death, resignation or removal, or until the member shall cease to be a director.

          (b) During the intervals between the meetings of the Board of Directors, the Executive Committee may exercise all the authority of the Board of Directors; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to (i) the amendment of the charter or bylaws of the corporation; (ii) the adoption of a plan of merger or consolidation; (iii) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation; (iv) a voluntary dissolution of the corporation or the revocation of any such voluntary dissolution; (v) the authorization of distributions, except according to a formula or method prescribed by the Board of Directors; or (vi) the filling of vacancies on the Board of Directors or on any of its committees.

          (c) The Executive Committee shall meet from time to time on call of the Chairman of the Board or the President or of any two or more members of the Executive Committee. Meetings of the Executive Committee may be held at such place or places, within or without the State of Tennessee, as the Executive Committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The Executive Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken, and all such proceedings shall be subject to revision or alteration by the Board of Directors except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration.

          (d) The Executive Committee shall act by majority vote of its members; provided, however, that contracts or transactions of and by the corporation in which officers or Directors of the corporation are interested shall require the affirmative vote of a majority of the disinterested members of the Executive Committee at a meeting of the Executive Committee at which the material facts as to the interest and as to the contract or transaction are disclosed or known to the members of the Executive Committee prior to the vote.

          (e) Members of the Executive Committee may participate in committee proceedings by means of conference telephone or similar communications equipment by means of which all persons participating in the proceedings can hear each other, and such participation shall constitute presence in person at such proceedings.

          (f) The Board of Directors, by resolution adopted in accordance with paragraph (a) of this section, may designate one or more Directors as alternate members of the Executive Committee who may act in the place and stead of any absent member or members at any meeting of said committee.

     4.2 Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate one or more additional committees, each committee to consist of one or more of the Directors of the corporation, which shall have such name or names and shall have and may exercise such powers of the Board of Directors, except the powers denied to the Executive Committee, as may be determined from time to time by the Board of Directors. Such committees shall provide for their own rules of procedure, subject to the same restrictions thereon as provided above for the Executive Committee.

     4.3 Removal. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS

     5.1 Time and Place. Meetings of the Board of Directors may be held at any place either within or without the State of Tennessee.

     5.2 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place, within or without the State of Tennessee, as shall be determined by the Board of Directors from time to time.

     5.3 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on not less than two (2) day’s notice by mail, telegram, cablegram, personal delivery, telephone, or e-mail (provided the recipient has an e-mail address) to each Director and shall be called by the Chairman of the Board or the President in like manner and on like notice on the written request of any two or more Directors. Any such special meeting shall be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting.

     5.4 Content and Waiver of Notice. No notice of any meeting of the Board of Directors need state the purposes thereof. Notice of any meeting may be waived by an instrument in writing executed before or after the meeting. Attendance in person at any such meeting shall constitute a waiver of notice thereof unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

     5.5 Quorum; Participation by Telephone. At all meetings of the Board of Directors, the presence of a majority of the number of Directors in office immediately before the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of business. Directors may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communications equipment shall constitute the presence in person at such meeting. Except as may be otherwise specifically provided by law, the charter or these bylaws, all resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting. In the absence of a quorum, a majority of the Directors present at any meeting may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken.

     5.6 Action in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board of Directors and upon compliance with any further requirements of law pertaining to such consents.

     5.7 Interested Directors and Officers. An interested Director or officer is one who is a party to a contract or transaction with the corporation or who is an officer or Director of, or has a financial interest in, another corporation, partnership or association which is a party to a contract or transaction with the corporation. Contracts and transactions between the corporation and one or more interested Directors or

officers shall not be void or voidable solely because of the involvement or vote of such interested persons as long as (a) the contract or transaction is approved in good faith by the Board of Directors or appropriate committee by the affirmative vote of a majority of disinterested Directors, even if the disinterested Directors be less than a quorum, at a meeting of the Board or committee at which the material facts as to the interested person or persons and the contract or transaction are disclosed or known to the Board or committee prior to the vote; or (b) the contract or transaction is approved in good faith by the shareholders after the material facts as to the interested person or persons and the contract or transaction have been disclosed to them; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board, committee or shareholders. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or committee which authorizes the contract or transaction.

ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES

     6.1 General Provisions. The officers of the corporation shall be a President and a Secretary, and may include a Treasurer, Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The officers shall be elected by the Board of Directors at the first meeting of the Board of Directors after the annual meeting of the shareholders in each year or shall be appointed as provided in these bylaws. The Board of Directors may elect other officers, agents and employees, who shall have such authority and perform such duties as may be prescribed by the Board of Directors. All officers shall hold office until the meeting of the Board of Directors following the next annual meeting of the shareholders after their election or appointment and until their successors shall have been elected or appointed and shall have qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary. Any officer, agent or employee of the corporation may be removed by the Board of Directors with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, but the election or appointment of any person as an officer, agent or employee of the corporation shall not of itself create contract rights. The compensation of officers, agents and employees elected by the Board of Directors shall be fixed by the Board of Directors or by a committee thereof, and this power may also be delegated to any officer, agent or employee as to persons under his or her direction or control. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

     6.2 Powers and Duties of the Chairman of the Board and the President. The powers and duties of the Chairman of the Board and the President, subject to the supervision and control of the Board of Directors, shall be those usually appertaining to their respective offices and whatever other powers and duties are prescribed by these bylaws or by the Board of Directors.

          (a) The Chairman of the Board shall preside at all meetings of the Board of Directors and at all meetings of the shareholders. The Chairman of the Board shall perform such other duties as the Board of Directors may from time to time direct.

          (b) The President shall, unless otherwise provided by the Board of Directors, be the chief executive officer of the corporation. The President shall have general charge of the business and affairs of the corporation and shall keep the Board of Directors fully advised. The President shall employ and discharge employees and agents of the corporation, except such as shall be elected by the Board of Directors, and he or she may delegate these powers. The President shall have such powers and perform such duties as generally pertain to the office of the President, as well as such further powers and duties as may be prescribed by the Board of Directors. The President may vote the shares or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the corporation, may execute any shareholders’ or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the corporation. The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

     6.3 Powers and Duties of Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors or the President may prescribe and shall perform such other duties as

may be prescribed by these bylaws. In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all duties and may exercise any of the powers of the President. The performance of any such duty by a Vice President shall be conclusive evidence of his or her power to act.

     6.4 Powers and Duties of the Secretary. The Secretary shall have charge of the minutes of all proceedings of the shareholders and of the Board of Directors and shall keep the minutes of all their meetings at which he or she is present. Except as otherwise provided by these bylaws, the Secretary shall attend to the giving of all notices to shareholders and Directors. He or she shall have charge of the seal of the corporation, shall attend to its use on all documents the execution of which on behalf of the corporation under its seal is duly authorized and shall attest the same by his or her signature whenever required. The Secretary shall have charge of the record of shareholders of the corporation, of all written requests by shareholders that notices be mailed to them at an address other than their addresses on the record of shareholders, and of such other books and papers as the Board of Directors may direct. Subject to the control of the Board of Directors, the Secretary shall have all such powers and duties as generally are incident to the position of Secretary or as may be assigned to the Secretary by the President or the Board of Directors.

     6.5 Powers and Duties of the Treasurer. The Treasurer shall have charge of all funds and securities of the corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the corporation in such banks or depositaries as the Board of Directors may authorize. The Treasurer may endorse all commercial documents requiring endorsements for or on behalf of the corporation and may sign all receipts and all commercial documents requiring endorsements for or on behalf of the corporation and may sign all receipts and vouchers for payments made to the corporation. The Treasurer shall have all such powers and duties as generally are incident to the position of Treasurer or as may be assigned to the Treasurer by the President or by the Board of Directors.

     6.6 Appointment, Powers and Duties of Assistant Secretaries. Assistant Secretaries may be appointed by the President or elected by the Board of Directors. In the absence or inability of the Secretary to act, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. The performance of any such duty shall be conclusive evidence of the Assistant Secretary’s power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

     6.7 Appointment, Powers and Duties of Assistant Treasurers. Assistant Treasurers may be appointed by the President or elected by the Board of Directors. In the absence or inability of the Treasurer to act, an Assistant Treasurer may perform all the duties and exercise all the powers of the Treasurer. The performance of any such duty shall be conclusive evidence of the Assistant Treasurer’s power to act. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

     6.8 Delegation of Duties. In case of the absence of any officer of the corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors (or in the case of Assistant Secretaries or Assistant Treasurers only, the President) may confer for the time being the powers and duties, or any of them, of such officer upon any other officer or elect or appoint any new officer to fill a vacancy created by death, resignation, retirement or termination of any officer. In such latter event such new officer shall serve until the next annual election of officers.

ARTICLE SEVEN
CAPITAL STOCK

     7.1 Certificates. (a) The interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and shall be entered in the books of the corporation as they are issued.

Each certificate representing shares shall set forth upon the face thereof (or upon the back thereof as to (v) below) the following:

     (i) the name of this corporation;

     (ii) that the corporation is organized under the laws of the State of Tennessee;

     (iii) the name or names of the person or persons to whom the certificate is issued;

     (iv) the number and class of shares, and the designation of the series, if any, which the certificate represents; and

     (v) that the corporation will furnish the shareholder, in writing and without charge, information concerning the relative rights, preferences, designations and limitations of the class of shares which the certificate represents.

          (b) Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the corporation or a facsimile thereof. If a certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation, the signature of any such officer of the corporation may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before or after such certificate or certificates shall be issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers.

     7.2 Shareholder List. The corporation shall keep or cause to be kept a record of the shareholders of the corporation which readily shows, in alphabetical order or by alphabetical index, by voting group or class, the names of the shareholders entitled to vote, with the address of and the number of shares held by each. Said record shall be presented and kept open at all meetings of the shareholders in accordance with Section 2.8 hereof.

     7.3 Transfer of Shares. Transfers of stock shall be made on the books of the corporation only by the person named in the certificate, or by power of attorney lawfully constituted in writing, and upon surrender of the certificate, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.7 of these bylaws.

     7.4 Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.

     7.5 Registered Owner. The corporation shall be entitled to treat the holder of record of any share of stock of the corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

     7.6 Transfer Agent and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars and may require each stock certificate to bear the signature or signatures of a transfer agent or a registrar or both.

     7.7 Lost Certificates. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and, if the Directors so require, shall give the corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the certificate alleged to have been lost, stolen or destroyed.

     7.8 Fractional Shares or Scrip. The corporation may, when and if authorized so to do by its Board of Directors, issue certificates for fractional shares or scrip in order to effect share transfers, share distributions or reclassifications, mergers, consolidations or reorganizations. Holders of fractional shares shall be entitled, in proportion to their fractional holdings, to exercise voting rights, receive dividends and participate in any of the assets of the corporation in the event of liquidation. Holders of scrip shall not, unless expressly authorized by the Board of Directors, be entitled to exercise any rights of a shareholder of the corporation, including voting rights, dividend rights or the right to participate in any assets of the corporation in the event of liquidation. In lieu of issuing fractional shares or scrip, the corporation may pay in cash the fair value of fractional interests as determined by the Board of Directors; and the Board of Directors may adopt resolutions regarding rights with respect to fractional shares or scrip as it may deem appropriate, including without limitation the right for persons entitled to receive fractional shares to sell such fractional shares or purchase such additional fractional shares as may be needed to acquire one full share, or sell such fractional shares or scrip for the account of such persons.

ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

     8.1 Inspection of Books and Records. (a) Any person who is a holder of record of, or authorized in writing by a holder of record of, any outstanding shares of any class or series of the corporation, shall have the right, upon written demand stating the purpose thereof, to examine in person or by agent or attorney at any reasonable time or times for any proper purpose, the books and records of account, minutes and record of shareholders and to make extracts therefrom.

          (b) A shareholder may inspect and copy the records described in the immediately preceding paragraph only if (i) his or her demand is made in good faith and for a proper purpose that is reasonably relevant to his or her legitimate interest as a shareholder; (ii) the shareholder describes with reasonable particularity his or her purpose and the records he or she desires to inspect; (iii) the records are directly connected with the stated purpose; and (iv) the records are to be used only for that purpose.

          (c) If the Secretary or a majority of the corporation’s Board of Directors or Executive Committee members find that the request is proper, the Secretary shall promptly notify the shareholder of the time and place at which the inspection may be conducted.

          (d) If said request is found by the Secretary, the Board of Directors or the Executive Committee to be improper, the Secretary shall so notify the requesting shareholder on or prior to the date on which the shareholder requested to conduct the inspection. The Secretary shall specify in said notice the basis for the rejection of the shareholder’s request.

          (e) The Secretary, the Board of Directors and the Executive Committee shall at all times be entitled to rely on the corporate records in making any determination hereunder.

     8.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation.

     8.3 Annual Statements. Not later than four (4) months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the corporation shall prepare:

     (a) A balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and

     (b) A profit and loss statement showing the results of its operations during its fiscal year. Upon written request, the corporation promptly shall mail to any shareholder of record a copy of its most recent balance sheet and profit and loss statement.

ARTICLE NINE
INDEMNIFICATION

     9.1 Authority to Indemnify. The corporation shall indemnify, in the case of any Director or officer of the corporation, and may indemnify, in the case of any employee or agent of the corporation, an individual made a party to a proceeding because he or she is or was a director, officer, employee or agent of the corporation (or was serving at the request of the corporation as a director, officer or employee or agent of another corporation, partnership, joint venture, trust or other enterprise) for reasonable expenses, judgments, fines, penalties and amounts paid in settlement (including attorneys’ fees), incurred in connection with the proceeding if the individual acted in manner he or she believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth above. Indemnification permitted under this action in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

     9.2 Mandatory Indemnification. The extent that a director or officer of the corporation has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue, or matter therein , because he or she is or was a director or officer of the corporation, the corporation shall indemnify the director or officer against reasonable expenses incurred by him or her in connection therewith.

     9.3 Advance for Expenses. The corporation shall pay for or reimburse, in the case of any director or officer of the corporation, and may pay for or reimburse, in the case of any employee or agent of the corporation, the reasonable expenses incurred by a director, officer, employee or agent of the corporation who is a party to a proceeding in advance of final disposition of the proceeding if (a) he or she furnishes the corporation written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 9.1 of this section, and (b) he or she furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this section must be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

     9.4 Court-Ordered Indemnification and Advances for Expenses. A director or officer of the corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

     9.5 Determination of Indemnification. Except as provided in Section 9.2 and except as may be ordered by the court, the corporation may not indemnify a director, officer, employee or agent under Section 9.1 unless authorized thereunder and a determination has been made in the specific case that indemnification of the director, officer, employee or agent is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 9.1. The determination shall be made:

          (a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceedings;

          (b) If a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

          (c) By special legal counsel:

               (i) Selected by the board of directors or its committee in the manner prescribed in paragraph (a) or (b) of this section; or

               (ii) If a quorum of the board of directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or

          (d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

     9.6 Authorization of Indemnification. Authorization of indemnification or an obligation to indemnify and evaluation as the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of Section 9.5 to select counsel.

     9.7 Other Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article Nine shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, resolution, agreement or contract either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote thereon taken at a meeting the notice of which specified that such bylaw, resolution or agreement would be placed before the stockholders, both as to action by a director, trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position; except that no such other rights, in respect to indemnification or otherwise, may be provided or granted to a director, trustee, officer, employee, or agent pursuant to this Section 9.7 by the corporation for liability for (a) a breach of his or her duty of loyalty to the corporation or its shareholders; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) the types of liability set forth in Section 48-18-304 of the Tennessee Business Corporation Act dealing with illegal or unauthorized distributions of corporate assets, whether as dividends or in liquidation of the corporation or otherwise.

     9.8 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent whether or not the corporation would have power to indemnify him or her against the same liability under this Article Nine.

     9.9 Continuation of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article Nine shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE TEN
NOTICES: WAIVERS OF NOTICE

     10.1 Notices. Except as otherwise specifically provided in these bylaws, whenever under the provisions of these bylaws notice is required to be given to any shareholder, Director or officer, it shall not

be construed to mean personal notice, but such notice may be given by personal notice, by e-mail (provided the recipient has an e-mail address), by telegram or cablegram, or by mail by depositing the same in the post office or letter box in a postage prepaid sealed wrapper, addressed to such shareholder, Director or officer at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus sent or mailed.

     10.2 Waivers of Notice. Except as otherwise provided in these bylaws, when any notice is required to be given by law, by the charter or by these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. In the case of a shareholder, such waiver of notice may be signed by the shareholder’s attorney or proxy duly appointed in writing.

ARTICLE ELEVEN
EMERGENCY POWERS

     11.1 Bylaws. The Board of Directors may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any provision of law, the charter or these bylaws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meeting of its Board of Directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency.

     11.2 Lines of Succession. The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

     11.3 Head Office. The Board of Directors, either before or during any such emergency, may (effective during the emergency) change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so.

     11.4 Period of Effectiveness. To the extent not inconsistent with any emergency bylaws so adopted, these bylaws shall remain in effect during any such emergency and upon its termination, the emergency bylaws shall cease to be operative.

     11.5 Notices. Unless otherwise provided in emergency bylaws, notice of any meeting of the Board of Directors during any such emergency may be given only to such of the Directors as it may be feasible to reach at the time, and by such means as may be feasible at the time, including publication, radio or television.

     11.6 Officers as Directors Pro Tempore. To the extent required to constitute a quorum at any meeting of the Board of Directors during any such emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, Directors for such meeting.

     11.7 Liability of Officers, Directors and Agents. No officer, Director, agent or employee acting in accordance with any emergency bylaw shall be liable except for willful misconduct. No officer, Director, agent or employee shall be liable for any action taken by him or her in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the bylaws then in effect.

ARTICLE TWELVE
CHECKS, NOTES, DRAFTS, ETC.

     Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.

ARTICLE THIRTEEN
AMENDMENTS

     The bylaws of the corporation may be altered or amended and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders or by the Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that, if such action is to be taken at a meeting of the shareholders, notice of the general nature of the proposed change in the bylaws shall be given in the notice of meeting. The shareholders may provide by resolution that any bylaw provision repealed, amended, adopted, or altered by them may not be repealed, amended, adopted or altered by the Board of Directors. Except as otherwise provided in the charter, action by the shareholders with respect to bylaws shall be taken by an affirmative vote of a majority of all shares entitled to elect Directors, and action by the Board of Directors with respect to bylaws shall be taken by an affirmative vote of a majority of all Directors then holding office.

ARTICLE 14
VOTING SECURITIES HELD BY CORPORATION

     Unless otherwise required by the Board of Directors, the Chairman or the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith the Chairman of the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.’’

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO MID-AMERICA BANCSHARES, INC.
2006 OMNIBUS EQUITY INCENTIVE PLAN

     WHEREAS, the Board of Directors and shareholders of Mid-America Bancshares, Inc., a Tennessee corporation (“Mid-America”), have previously adopted the Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan (the “Plan”);

     WHEREAS, in connection with the merger of Mid-America with and into Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Company”), the Company assumed the Plan;

     WHEREAS, pursuant to Section 13.14 of the Plan, the Company’s Board of Directors has retained the right to amend the Plan; and

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

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

     1. Section 2.5 of the Plan is deleted in its entirety and replaced with the following:

     “2.5 “Cause” shall have the same meaning as provided in the employment agreement between the Participant and the Company or any Affiliate on the date of Separation from Service, or if no such definition or employment agreement exists, “Cause” shall mean conduct amounting to (1) fraud or dishonesty against the Company or any Affiliate; (2) the Participant’s willful misconduct, repeated refusal to follow the reasonable directions of the Board or knowing violation of law in the course of performance of the duties of Participant’s service with the Company or any Affiliate; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the Company’s or any Affiliate’s premises during regular business hours; (5) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which Participant and the Company or any Affiliate are party.”

     2. Section 2.6 of the Plan is deleted in its entirety and replaced with the following:

          “2.6 “Change in Control” means any one of the following events which may occur after the date the Award is granted:

          (1) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either Pinnacle National Bank or the Company, if, after the transaction, the acquiring person (or persons) owns,

controls or holds with power to vote forty percent (40%) or more of any class of voting securities of either Pinnacle National Bank or the Company, as the case may be;

          (2) within any twelve-month period the persons who were directors of either Pinnacle National Bank or the Company immediately before the beginning of such twelve-month period (the “Incumbent Directors”) shall cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the beginning of such twelve-month period shall be deemed to be an Incumbent Director if that director was elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director;

          (3) a reorganization, merger or consolidation, with respect to which persons who were the shareholders of either Pinnacle National Bank or the Company, as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities; or

          (4) the sale, transfer or assignment of all or substantially all of the assets of the Company and its subsidiaries to any third party.”

     3. Section 4.5 of the Plan is deleted in its entirety and replaced with the following:

     “4.5 Adjustments. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to purchase Common Shares or other securities of the Company, or other similar corporate transaction or event affects the Common Shares then the Committee shall in an equitable and proportionate manner (and, with respect to ISOs, in such manner as is consistent with Section 422 of the Code and the regulations thereunder): (i) adjust (1) the aggregate number of Common Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) the number of Common Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards under the Plan; and (3) the grant or exercise price with respect to any Award under the Plan, provided that the number of shares subject to any Award shall always be a whole

number; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Award.”

     4. Article 7 of the Plan is deleted in its entirety and replaced with the following:

“ARTICLE 7. AUTOMATIC GRANTS TO OUTSIDE DIRECTORS

[Intentionally omitted.]”

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

     6. This Amendment No. 1 to the Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan is effective this 20th day of January, 2009.

PINNACLE FINANCIAL PARTNERS, INC.
By:	/s/ Harold R. Carpenter
Name:	Harold R. Carpenter
Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MEDIA CONTACT:	Sue Atkinson, 615-320-7532
FINANCIAL CONTACT:	Harold Carpenter, 615-744-3742
WEBSITE:	www.pnfp.com

PINNACLE FINANCIAL REPORTS STRONG LOAN GROWTH AND EARNINGS OF $0.31
PER FULLY DILUTED SHARE FOR FOURTH QUARTER OF 2008
Fully diluted earnings per share of $0.35, excluding merger-related expense

     NASHVILLE, Tenn., Jan. 20, 2009 — Pinnacle Financial Partners Inc. (Nasdaq/NGS: PNFP) today reported strong earnings and loan growth for the quarter ended Dec. 31, 2008. Fully diluted earnings per common share available to common stockholders were $0.31 for the quarter ended Dec. 31, 2008, compared to $0.33 per fully diluted common share available to common stockholders for the quarter ended Dec. 31, 2007. Excluding merger related expense associated with its Nov. 30, 2007, acquisition of Mid-America Bancshares Inc., fully diluted earnings per common share available to common stockholders were $0.35 for the quarters ended Dec. 31, 2008 and 2007.

     Fully diluted earnings per common share available to common stockholders were $1.27 for the year ended Dec. 31, 2008, compared to $1.34 per fully diluted common share available to common stockholders for the year ended Dec. 31, 2007. Excluding merger related expense associated with the Mid-America acquisition, fully diluted earnings per common share available to common stockholders were $1.45 for the year ended Dec. 31, 2008, compared to $1.36 for the same period last year, an increase of 6.6 percent.

     On Dec. 12, 2008, Pinnacle issued 95,000 shares of preferred stock to the U.S. Treasury for $95 million pursuant to the U.S. Treasury’s Capital Purchase Program (the “CPP”). Additionally, Pinnacle issued 534,910 common stock warrants to the U.S. Treasury as a condition to Pinnacle’s participation in the CPP. The warrants have an exercise price of $26.64 each, are immediately exercisable and expire 10 years from the date of issuance. In addition to the accrued dividend costs and the accretion of the discount recorded on the preferred stock, which totaled $309,000 during the three months and year ended Dec. 31,

2008, Pinnacle also accrued $237,000 in franchise tax expense which will be paid to the State of Tennessee as a result of the additional capital acquired through the CPP. Pinnacle estimates that the dilutive impact of its participation in the CPP was approximately $0.02 per fully diluted common share in the fourth quarter of 2008.

     Pinnacle also reported $152 million in organic loan growth during the fourth quarter of 2008 which approximated the $155 million reported in the same quarter of 2007. At Dec. 31, 2008, Pinnacle’s allowance for loan losses was 1.09 percent of total loans, compared to 1.04 percent at Dec. 31, 2007.

     “We are very pleased with our fourth quarter and 2008 results,” said M. Terry Turner, Pinnacle President and Chief Executive Officer. “While 2008 presented many challenges for our industry, we are not only pleased with the continued dramatic growth we experienced this year but also with our solid credit quality compared to our peers. Our strong results in this difficult period are reflective of the experience of our relationship managers and are a testament to the success of our strategy to hire the best, most experienced financial professionals in our market.”

FOURTH QUARTER 2008 HIGHLIGHTS:

• Strong earnings

o Net income for the fourth quarter of 2008 was $7.7 million, up 24.1 percent from the prior year’s fourth quarter net income of $6.2 million. Excluding after-tax merger related expense of $909,000, primarily related to the accrual of associate retention bonuses, net income was $8.7 million in the fourth quarter of 2008, compared to net income of $6.6 million excluding after-tax merger related expense of $378,000 in the fourth quarter of 2007, an increase of 31.4 percent.

o Revenue (the sum of net interest income and noninterest income) for the quarter ended Dec. 31, 2008, amounted to $37.93 million, compared to $28.62 million for the same quarter of last year, an increase of 32.5 percent.

• Continued balance sheet growth

o Loans at Dec. 31, 2008, were $3.35 billion, up $605 million from $2.75 billion at Dec. 31, 2007, representing a growth rate of 22.0 percent.

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o Total deposits at Dec. 31, 2008, were $3.53 billion, up $608 million from $2.93 billion at Dec. 31, 2007, representing a growth rate of 20.8 percent.

• Superior credit quality

o Net charge-offs as a percentage of average loan balances were 0.25 percent (annualized) for the three months ended Dec. 31, 2008, compared to 0.09 percent (annualized) for the three months ended Dec. 31, 2007. Net charge-offs as a percentage of average loan balances were 0.10 percent for the 12 months ended Dec. 31, 2008, compared to 0.07 percent for the 12 months ended Dec. 31, 2007.

o Nonperforming assets were 0.86 percent of total loans and other real estate at Dec. 31, 2008, compared to 0.93 percent at Sept. 30, 2008, and 0.78 percent at Dec. 31, 2007. Approximately $15.08 million of the $29.17 million of nonperforming assets at Dec. 31, 2008, were acquired in connection with the Mid-America acquisition.

o Past due loans over 30 days, excluding nonperforming loans, were 0.60 percent of total loans and other real estate at Dec. 31, 2008, 0.61 percent at Sept. 30, 2008, and 0.45 percent at Dec. 31, 2007.

• Strong capital position

o At Dec. 31, 2008, Pinnacle’s ratio of tangible common stockholders’ equity to tangible assets was 6.1 percent, compared to 5.8 percent at Dec. 31, 2007. Pinnacle’s tangible book value per common share was $11.62 at Dec. 31, 2008, compared to $9.24 at Dec. 31, 2007.

o At Dec. 31, 2008, Pinnacle’s total risk based capital ratio was 13.4 percent, compared to 10.4 percent at Dec. 31, 2007.

     “Our company’s results reflect the underlying strength of our business model,” Turner said. “Excellent growth in loans, deposits and fee-based businesses demonstrate our competitive strength in Middle Tennessee and Knoxville and provide further evidence of the ongoing opportunity we have in these two valuable banking markets.”

     As noted above, Pinnacle issued 95,000 shares of preferred stock to the U.S. Treasury on Dec. 12, 2008. The preferred stock is non-voting, other than having class voting rights on certain matters, and pays cumulative dividends quarterly at a rate of 5 percent per

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annum for the first five years and 9 percent thereafter. The preferred shares are redeemable by Pinnacle only under certain circumstances during the first three years and are redeemable thereafter without restriction. As a result of Pinnacle’s participation in the CPP, Pinnacle’s capital ratios have been further enhanced. At Dec. 31, 2008, Pinnacle’s Tier 1 risk-based capital ratio was 12.1 percent, its total risk-based capital was 13.5 percent and its leverage ratio was 10.5 percent, compared to 9.6 percent, 10.5 percent and 8.7 percent at Dec. 31, 2007, respectively.

FINANCIAL PERFORMANCE AND BALANCE SHEET GROWTH

• Return on average assets for the fourth quarter 2008 was 0.68 percent compared to 0.89 percent for the fourth quarter of 2007. Excluding the impact of the Mid-America merger-related expense, return on average assets for the fourth quarter of 2008 approximated 0.76 percent compared to 0.94 percent during the fourth quarter of 2007.

• Return on average stockholders’ equity for the quarter ended Dec. 31, 2008, was 5.70 percent, compared to 8.00 percent for the fourth quarter of 2007. Excluding the impact of the Mid-America merger-related expense, return on average stockholders’ equity for the fourth quarter of 2008 approximated 6.37 percent compared to 8.49 percent for the fourth quarter of 2007.

• Return on average tangible stockholders’ equity (average stockholders’ equity less goodwill and core deposit intangibles) for the quarter ended Dec. 31, 2008, was 11.05 percent, compared to 17.65 percent for the fourth quarter of 2007. Excluding the impact of the Mid-America merger-related expense, return on average tangible stockholders’ equity for the fourth quarter of 2008 approximated 12.35 percent compared to 18.72 percent for the fourth quarter of 2007.

     Total assets grew to $4.76 billion as of Dec. 31, 2008, up $962 million from the $3.79 billion reported at the same time last year.

CREDIT QUALITY

• Allowance for loan losses represented 1.09 percent of total loans at Dec. 31, 2008, compared to 1.04 percent a year ago.

Page 4

o The ratio of the allowance for loan losses to nonperforming loans increased to 336 percent at Dec. 31, 2008, compared to 145 percent at Dec. 31, 2007.

• Provision for loan losses was $3.71 million for the fourth quarter of 2008, compared to $2.26 million for the fourth quarter of 2007, a 64.2 percent increase. Provision for loan losses was $11.21 million for the year ended Dec. 31, 2008, compared to $4.72 million for the 2007, a 137.6 percent increase.

o During the fourth quarter of 2008, the firm recorded net charge-offs of $2.1 million, compared to net charge-offs of $462,000 during the same period in 2007. Net charge-offs to total average loans were 0.10 percent for the year ended Dec. 31, 2008. Gross charge-offs were $2.69 million during the fourth quarter of 2008, compared to $532,000 for the same period last year. Recoveries for the fourth quarter of 2008 were $624,000, compared to $69,000 during the fourth quarter of 2007.

     “Our associates remain focused on growing our client base while at the same time prudently managing risk,” Turner said. “As expected, credit costs trended higher in the fourth quarter, but our nonperforming asset and coverage ratios remained very strong and continue to outperform peer averages. Given the current economic environment, we expect our credit costs will increase in 2009, but we also anticipate that our net charge-off and nonperforming asset ratios will outperform those of our peers.”

     As noted above, Pinnacle reported that nonperforming loans and other real estate as a percentage of total loans and other real estate increased from 0.78 percent at Dec. 31, 2007 to 0.86 percent at Dec. 31, 2008. The following is a summary of the activity in various nonperforming asset categories for the quarter ended Dec. 31, 2008:

	Balances		Payments, Sales				Balances
(in thousands)	Sept. 30, 2008		and Reductions		Increases		Dec. 31, 2008
Nonperforming loans:
Residential construction & development	$	11,965	$	9,106	$	2,193	$	5,052
Other		5,778		3,941		3,971		5,808
Totals		17,743		13,047		6,164		10,860
Other real estate:
Residential construction & development		10,526		3,769		10,465		17,222
Other		1,616		999		467		1,084
Totals		12,142		4,768		10,932		18,306
Total nonperforming assets	$	29,885	$	17,815	$	17,096	$	29,166

Page 5

REVENUE

• Net interest income for fourth quarter 2008 was $29.89 million compared to $22.01 million for the same quarter last year, an increase of 35.8 percent.

o Net interest margin for the fourth quarter of 2008 was 2.96 percent, compared to a net interest margin of 3.49 percent for the same period last year and 3.14 percent for the third quarter of 2008.

• Noninterest income for the fourth quarter 2008 was $8.04 million, a 21.4 percent increase over the $6.61 million recorded during the same quarter in 2007.

     “We have traditionally been an asset sensitive institution,” said Harold R. Carpenter, chief financial officer of Pinnacle Financial Partners. “The recent decisions by the Federal Reserve to reduce the target rate to 0.25 percent had a meaningful negative impact on our margins during the fourth quarter of 2008. Although we continue to reposition our balance sheet with interest rate floors on many of our new and renewing loans and with rate decreases on new and renewed time deposits, we believe competitive pressures in both the Nashville and Knoxville MSAs will cause our margins to remain at the current low levels for the next several quarters. However, our loan pipelines remain strong as we continue to win client relationships throughout our franchise.”

     “Furthermore, although the capital we obtained through the CPP will be dilutive to our earnings for the next several quarters, we believe that we will be able to rapidly leverage this capital in the Nashville and Knoxville MSA’s as the CPP will provide us with the ability to increase lending in our markets,” said Carpenter.

     The 21.4 percent increase in noninterest income between the fourth quarter of 2007 and the fourth quarter of 2008 was due to several factors, including increased fee revenue as a result of the Mid-America merger and gains on the sales of mortgage loans from the firm’s mortgage origination unit. During the fourth quarter of 2008, Pinnacle’s mortgage origination unit sold $72.10 million of mortgage loans compared to $40.27 million during the fourth quarter of 2007, an increase of 79.02 percent.

     Noninterest income decreased by approximately $1.2 million between the third and fourth quarters of 2008. This decrease is primarily attributable to a $695,000 gain on sale of a commercial loan recorded in the third quarter of 2008, reduced revenues in the fourth quarter of 2008 from the Company’s investment in bank-owned life insurance policies and decreases

Page 6

in other fee revenue categories generally associated with a slowing economy and reduced investment valuations in our asset management units. Noninterest income during the fourth quarter of 2008 represented approximately 21.19 percent of total revenues, compared to 23.10 percent for the same quarter in 2007.

NONINTEREST EXPENSE

• Noninterest expense for the quarter ended Dec. 31, 2008, was $22.59 million ($21.09 million, excluding merger related expense), compared to $23.33 million ($22.16 million, excluding merger related expense) in the third quarter of 2008 and $17.76 million in the fourth quarter of 2007 ($17.14 million, excluding merger related expense).

• Compensation expense was $10.01 million during the fourth quarter of 2008, compared to $13.01 million during the third quarter of 2008 and $9.98 million during the fourth quarter of 2007. The decrease in compensation expense between the third and fourth quarters of 2008 was due to the reversal of previously accrued incentives during the fourth quarter. Total full-time equivalent employees were 719.0 at Dec. 31, 2008, compared to 702.0 at Dec. 31, 2007.

• Merger related expense was $1.50 million during the quarter ended Dec. 31, 2008, and was composed primarily of $1.26 million in retention bonus accruals for associates that had been Mid-America associates.

• The efficiency ratio (noninterest expense divided by net interest income and noninterest income) was 59.5 percent during the fourth quarter of 2008, compared to 60.5 percent for the third quarter of 2008 and 62.1 percent in the fourth quarter of 2007. Excluding merger related expenses, the efficiency ratio was 55.6 percent in the fourth quarter of 2008 and 59.9 percent in the fourth quarter of 2007.

     Carpenter noted that the firm will continue to make investments in future growth and, consequently, anticipates increased noninterest expense for the first quarter of 2009 over the amount the firm has experienced during the fourth quarter of 2008. Compensation expense was less in the fourth quarter of 2008 when compared to the third quarter of 2008 because of the reversal of incentives previously accrued that were not ultimately earned. The increased expense in 2009 will be primarily attributable to increasing headcount and other variable costs associated with the organic growth of the firm.

Page 7

     Other noninterest expense increased by approximately $2.0 million between the third and fourth quarters of 2008. This increase is primarily attributable to a $1.1 million increase in expenses related to the Company’s other real estate properties, increases in state franchise tax accruals and other general expense increases.

INVESTMENTS IN FUTURE GROWTH

• Pinnacle has hired 32 highly experienced associates for its denovo expansion to Knoxville that was announced on April 9, 2007. Loans outstanding in Knoxville at Dec. 31, 2008, were $318 million, which is $93 million ahead of the original target disclosed at the time the Knoxville expansion was announced. Pinnacle has negotiated a site for construction of a full-service location in the Fountain City area of Knoxville and currently expects to begin construction during the first quarter of 2009. The Fountain City location is expected to open during the third quarter of 2009.

• Pinnacle completed construction of a new Dickson County location in the Nashville MSA to replace a temporary location. The new facility opened in the fourth quarter of 2008. Additionally, Pinnacle has entered into an agreement to construct a new facility in Brentwood, Tenn. This facility is currently scheduled to open in the fourth quarter of 2009.

• In the fourth quarter Miller Loughry Beach, Pinnacle’s wholly-owned insurance subsidiary, completed its integration with Beach and Gentry Insurance LLC, another large insurance agency acquired in July 2008. Miller Loughry Beach, one of the largest independent insurance agencies in Middle Tennessee, has 41 associates working with over 9,500 clients.

• Pinnacle’s total associate base at Dec. 31, 2008, was 719.0 full-time equivalents (FTEs), compared to 702.0 at Dec. 31, 2007. Pinnacle anticipates increasing its associate base by 70 associates during 2009.

Page 8

NASHVILLE HOUSING MARKET UPDATE

     The Greater Nashville Realtors Association reported residential closings were down 31.3 percent in the fourth quarter of 2008 in comparison to the same quarter in 2007. For the year ended Dec. 31, 2008, compared to the previous year, residential closings are down approximately 26.8 percent. At Dec. 31, 2008, the inventory of residential homes for sale was 12,900 homes, which was a decrease of approximately 16.8 percent from Sept. 30, 2008. The average median residential home sales price for the three months ended Dec. 31, 2008, averaged $166,250, which was down 5.7 percent from the three months ended September 30, 2008 and 9.9 percent from the three months ended Dec. 31, 2007.

     Pinnacle Financial Partners provides a full range of banking, investment, mortgage and insurance products and services designed for small- to mid-sized businesses and their owners, real estate professionals and individuals interested in a comprehensive relationship with their financial institution. Comprehensive wealth management services, such as financial planning and trust, help clients increase, protect and distribute their assets. The firm also has a well-established expertise in commercial real estate.

     The firm began operations in a single downtown Nashville location in October 2000 and has since grown to $4.8 billion in assets. In 2007, Pinnacle launched an expansion into Knoxville, another high growth MSA. The addition of Mid-America has made Pinnacle the second-largest bank holding company headquartered in Tennessee, with 31 offices in eight Middle Tennessee counties and two in Knoxville.

     Additional information concerning Pinnacle can be accessed at www.pnfp.com.

###

Certain of the statements in this release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, without limitation, (i) unanticipated deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (ii) continuation of the historically low short-term interest rate environment, (iii) the inability of Pinnacle to continue to grow its loan portfolio at historic rates in the Nashville-Davidson-Murfreesboro-Franklin MSA and the Knoxville MSA, (iv) increased competition with other financial institutions, (v) deterioration or lack of sustained growth in the national or local economies including the Nashville-Davidson-Murfreesboro-Franklin MSA and the Knoxville MSA, (vi) rapid fluctuations or unanticipated changes in interest rates, (vii) the development any new market other than Nashville or Knoxville, (viii) a merger or acquisition, (ix) any activity in the capital markets that would cause Pinnacle to conclude that there was impairment of any asset including intangible assets and (x) changes in state and Federal legislation or regulations applicable to Banks and other financial services providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy. Many of such factors are beyond Pinnacle’s ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Pinnacle disclaims any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.

Page 9

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED

	December 31, 2008			December 31, 2007
ASSETS
Cash and noninterest-bearing due from banks	$	68,388,961		$	76,941,931
Interest-bearing due from banks		8,869,680			24,706,966
Federal funds sold and other		12,994,114			20,854,966
Cash and cash equivalents		90,252,755			122,503,863
Securities available-for-sale, at fair value		839,229,428			495,651,939
Securities held-to-maturity (fair value of $10,469,307 and $26,883,473 at December 31, 2008 and December 31, 2007, respectively)		10,551,256			27,033,356
Mortgage loans held-for-sale		25,476,788			11,251,652
Loans		3,354,907,269			2,749,640,689
Less allowance for loan losses		(36,484,073	)		(28,470,207	)
Loans, net		3,318,423,196			2,721,170,482
Premises and equipment, net		68,865,221			68,385,946
Other investments		33,616,450			22,636,029
Accrued interest receivable		17,565,141			18,383,004
Goodwill		244,160,624			243,573,636
Core deposit and other intangible assets		16,871,202			17,325,988
Other assets		90,769,138			46,254,566
Total assets	$	4,755,781,199		$	3,794,170,461
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	424,756,813		$	400,120,147
Interest-bearing		375,992,912			410,661,187
Savings and money market accounts		694,582,319			742,354,465
Time		2,037,914,307			1,372,183,317
Total deposits		3,533,246,351			2,925,319,116
Securities sold under agreements to repurchase		184,297,793			156,070,830
Federal Home Loan Bank advances and other borrowings		273,609,181			141,666,133
Subordinated debt		97,476,000			82,476,000
Accrued interest payable		8,326,264			10,374,538
Other liabilities		31,791,102			11,653,550
Total liabilities		4,128,746,691			3,327,560,167
Stockholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized; 95,000 shares issued and outstanding at December 31, 2008, and no shares issued and outstanding at December 31, 2007		89,842,686			—
Common stock, par value $1.00; 90,000,000 shares authorized; 23,762,124 issued and outstanding at December 31, 2008 and 22,264,817 issued and outstanding at December 31, 2007		23,762,124			22,264,817
Common stock warrants		5,202,765			—
Additional paid-in capital		417,040,974			390,977,308
Retained earnings		84,116,559			54,150,679
Accumulated other comprehensive income (loss), net of taxes		7,069,400			(782,510	)
Stockholders’ equity		627,034,508			466,610,294
Total liabilities and stockholders’ equity	$	4,755,781,199		$	3,794,170,461

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

	Three Months Ended				Year Ended
	December 31,				December 31,
	2008		2007		2008		2007
Interest income:
Loans, including fees	$	43,433,230	$	37,605,268	$	175,128,097	$	129,888,784
Securities:
Taxable		7,996,964		3,833,771		23,431,746		13,961,714
Tax-exempt		1,368,613		959,662		5,399,312		3,066,519
Federal funds sold and other		474,618		939,052		2,122,343		4,014,424
Total interest income		53,273,425		43,337,753		206,081,498		150,931,441
Interest expense:
Deposits		19,414,345		17,634,417		76,998,042		61,671,734
Securities sold under agreements to repurchase		585,705		1,707,323		2,666,760		7,371,490
Federal Home Loan Bank advances and other borrowings		3,381,222		1,987,150		12,201,797		6,176,205
Total interest expense		23,381,272		21,328,890		91,866,599		75,219,429
Net interest income		29,892,153		22,008,863		114,214,899		75,712,012
Provision for loan losses		3,710,131		2,259,813		11,213,543		4,719,841
Net interest income after provision for loan losses		26,182,022		19,749,050		103,001,356		70,992,171
Noninterest income:
Service charges on deposit accounts		2,698,760		2,257,830		10,735,080		7,941,029
Investment services		1,164,061		1,002,303		4,923,840		3,455,808
Insurance sales commissions		907,950		657,602		3,520,205		2,486,884
Gain on loans and loan participations sold, net		1,048,051		477,194		4,044,441		1,858,077
Net gain on sale of premises		19,350		—		1,030,231		75,337
Trust fees		556,727		596,364		2,178,112		1,908,440
Other noninterest income		1,644,639		1,620,771		8,286,458		4,795,352
Total noninterest income		8,039,538		6,612,064		34,718,367		22,520,927
Noninterest expense:
Salaries and employee benefits		10,013,629		9,977,978		49,396,022		36,145,588
Equipment and occupancy		3,451,261		3,050,938		14,686,398		10,260,915
Marketing and other business development		680,814		619,363		1,915,747		1,676,455
Postage and supplies		699,642		542,070		2,953,013		1,995,267
Amortization of intangibles		788,267		596,756		3,100,599		2,144,018
Other noninterest expense		5,455,445		2,352,923		15,310,241		7,635,439
Merger related expense		1,496,554		621,883		7,116,770		621,883
Total noninterest expense		22,585,612		17,761,911		94,478,790		60,479,565
Income before income taxes		11,635,948		8,599,203		43,240,933		33,033,533
Income tax expense		3,583,095		2,357,363		12,367,015		9,992,178
Net income		8,052,853		6,241,840		30,873,918		23,041,355
Preferred dividends		263,889		—		263,889		—
Accretion on preferred stock discount		45,450		—		45,450		—
Net income available to common stockholders	$	7,743,514	$	6,241,840	$	30,564,579	$	23,041,355
Per share information:
Basic net income per common share available to common stockholders	$	0.33	$	0.35	$	1.34	$	1.43
Diluted net income per common share available to common stockholders	$	0.31	$	0.33	$	1.27	$	1.34
Weighted average shares outstanding:
Basic		23,491,356		17,753,661		22,793,699		16,100,076
Diluted		24,739,044		19,110,851		24,053,972		17,255,543

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

	Three months ended							Three months ended
(dollars in thousands)	December 31, 2008							December 31, 2007
	Average							Average
	Balances		Interest		Rates/ Yields			Balances		Interest		Rates/ Yields
Interest-earning assets:
Loans	$	3,282,461	$	43,433		5.27	%	$	2,063,442	$	37,606		7.23	%
Securities:
Taxable		589,113		7,997		5.40	%		309,353		3,834		4.92	%
Tax-exempt (1)		132,938		1,369		5.40	%		100,789		959		4.98	%
Federal funds sold and other		72,798		475		2.80	%		68,215		939		5.71	%
Total interest-earning assets		4,077,310	$	53,273		5.25	%		2,541,799	$	43,338		6.82	%
Nonearning assets
Intangible assets		261,570							169,140
Other nonearning assets		186,526							80,730
Total assets	$	4,525,406						$	2,791,669
Interest-bearing liabilities:
Interest-bearing deposits
Interest checking	$	318,392	$	614		0.77	%	$	284,121	$	2,083		2.91	%
Savings and money market		678,894		2,278		1.34	%		599,127		4,497		2.98	%
Certificates of deposit		1,953,681		16,522		3.36	%		924,859		11,055		4.74	%
Total interest-bearing deposits		2,950,967		19,414		2.62	%		1,808,107		17,635		3.87	%
Securities sold under agreements to repurchase		238,310		586		0.98	%		201,605		1,707		3.36	%
Federal Home Loan Bank advances and other borrowings		234,482		1,912		3.24	%		57,970		673		4.61	%
Subordinated debt		97,476		1,469		5.99	%		72,391		1,314		7.20	%
Total interest-bearing liabilities		3,521,235		23,381		2.64	%		2,140,073		21,329		3.95	%
Noninterest-bearing deposits		442,267		—		—			327,866		—		—
Total deposits and interest-bearing liabilities		3,963,502	$	23,381		2.35	%		2,467,939	$	21,329		3.43	%
Other liabilities		21,644							14,299
Stockholders’ equity		540,260							309,431
Total liabilities and stockholders’ equity	$	4,525,406						$	2,791,669
Net interest income			$	29,892						$	22,009
Net interest spread (2)						2.61	%						2.87	%
Net interest margin (3)						2.96	%						3.49	%

(1)	Yields computed on tax-exempt instruments on a tax equivalent basis.
(2)	Yields realized on interest-earning assets less the rates paid on interest-bearing liabilities.
(3)	Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

	Year ended							Year ended
(dollars in thousands)	December 31, 2008							December 31, 2007
	Average							Average
	Balances		Interest		Rates/ Yields			Balances		Interest		Rates/ Yields
Interest-earning assets:
Loans	$	3,028,932	$	175,128		5.78	%	$	1,723,361	$	129,889		7.54	%
Securities:
Taxable		448,229		23,432		5.23	%		280,668		13,962		4.97	%
Tax-exempt (1)		135,011		5,399		5.27	%		82,001		3,066		4.93	%
Federal funds sold and other		54,878		2,122		4.13	%		72,344		4,014		5.57	%
Total interest-earning assets		3,667,050	$	206,081		5.67	%		2,158,374	$	150,931		7.04	%
Nonearning assets
Intangible assets		260,294							135,893
Other nonearning assets		176,546							93,782
Total assets	$	4,103,890						$	2,388,049
Interest-bearing liabilities:
Interest-bearing deposits
Interest checking	$	368,995	$	5,191		1.41	%	$	261,163	$	8,309		3.18	%
Savings and money market		705,988		11,954		1.69	%		535,468		17,618		3.29	%
Certificates of deposit		1,620,621		59,853		3.69	%		727,724		35,745		4.91	%
Total interest-bearing deposits		2,695,604		76,998		2.86	%		1,524,355		61,672		4.05	%
Securities sold under agreements to repurchase		196,601		2,667		1.36	%		181,621		7,371		4.06	%
Federal Home Loan Bank advances and other borrowings		200,699		6,870		3.42	%		44,072		2,211		5.02	%
Subordinated debt		88,223		5,332		6.04	%		56,759		3,965		6.98	%
Total interest-bearing liabilities		3,181,127		91,867		2.89	%		1,806,807		75,219		4.16	%
Noninterest-bearing deposits		404,718		—		—			291,983		—		—
Total deposits and interest-bearing liabilities		3,585,845	$	91,867		2.56	%		2,098,790	$	75,219		3.58	%
Other liabilities		19,351							13,108
Stockholders’ equity		498,694							276,151
Total liabilities and stockholders’ equity	$	4,103,890						$	2,388,049
Net interest income			$	114,215						$	75,712
Net interest spread (2)						2.78	%						2.88	%
Net interest margin (3)						3.17	%						3.55	%

(1)	Yields computed on tax-exempt instruments on a tax equivalent basis.
(2)	Yields realized on interest-earning assets less the rates paid on interest-bearing liabilities.
(3)	Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

	Dec			Sept			June			March			Dec			Sept
(dollars in thousands)	2008			2008			2008			2008			2007			2007
Balance sheet data, at quarter end:
Total assets	$	4,755,781			4,337,552			4,106,055			3,888,900			3,794,170			2,368,079
Total loans		3,354,907			3,202,909			3,032,272			2,866,536			2,749,641			1,731,245
Allowance for loan losses		(36,484	)		(34,841	)		(31,789	)		(29,871	)		(28,470	)		(17,978	)
Securities		849,781			628,807			521,214			505,377			522,685			352,222
Noninterest-bearing deposits		424,757			457,543			438,458			429,289			400,120			316,542
Total deposits		3,533,246			3,295,163			3,152,514			2,967,025			2,925,319			1,826,884
Securities sold under agreements to repurchase		184,298			198,807			183,188			171,186			156,071			145,332
FHLB advances and other borrowings		273,609			207,239			187,315			168,606			141,666			55,671
Subordinated debt		97,476			97,476			82,476			82,476			82,476			51,548
Total stockholders’ equity		627,035			512,569			481,709			476,772			466,610			274,636
Balance sheet data, quarterly averages:
Total assets	$	4,525,406			4,202,592			3,913,519			3,774,042			2,791,669			2,378,501
Total loans		3,282,461			3,129,549			2,941,973			2,761,745			2,063,442			1,697,862
Securities		722,051			590,143			516,949			503,815			410,142			347,423
Total earning assets		4,077,310			3,765,582			3,500,853			3,324,452			2,541,799			2,151,583
Noninterest-bearing deposits		442,267			409,850			398,337			368,413			327,866			293,701
Total deposits		3,393,234			3,178,863			2,947,669			2,881,518			2,135,973			1,814,135
Securities sold under agreements to repurchase		238,310			204,101			174,847			169,146			201,605			194,774
Advances from FHLB and other borrowings		234,482			215,739			208,773			143,802			57,970			29,946
Subordinated debt		97,476			90,465			82,476			82,476			72,391			51,548
Total stockholders’ equity		540,260			502,575			477,502			474,439			309,431			271,653
Statement of operations data, for the three months ended:
Interest income	$	53,273			51,873			48,774			52,161			43,338			38,347
Interest expense		23,381			22,591			21,092			24,802			21,329			19,387
Net interest income		29,892			29,281			27,682			27,359			22,009			18,960
Provision for loan losses		3,710			3,125			2,787			1,591			2,260			772
Net interest income after provision for loan losses		26,182			26,157			24,895			25,768			19,749			18,188
Noninterest income		8,040			9,253			9,058			8,367			6,612			5,332
Noninterest expense		22,586			23,326			23,075			25,492			17,762			15,110
Income before taxes		11,636			12,083			10,878			8,644			8,599			8,410
Income tax expense		3,583			3,288			2,917			2,579			2,357			2,638
Preferred dividends and accretion		309			—			—			—			—			—
Net income to common stockholders	$	7,744			8,795			7,961			6,065			6,242			5,772
Profitability and other ratios:
Return on avg. assets (1)		0.68	%		0.83	%		0.82	%		0.65	%		0.89	%		0.96	%
Return on avg. equity (1)		5.70	%		6.96	%		6.71	%		5.14	%		8.00	%		8.43	%
Net interest margin (2)		2.96	%		3.14	%		3.24	%		3.37	%		3.49	%		3.54	%
Noninterest income to total revenue (3)		21.19	%		24.01	%		24.66	%		23.42	%		23.10	%		21.95	%
Noninterest income to avg. assets (1)		0.71	%		0.88	%		0.93	%		0.89	%		0.94	%		0.89	%
Noninterest exp. to avg. assets (1)		1.99	%		2.21	%		2.36	%		2.71	%		2.52	%		2.52	%
Efficiency ratio (4)		59.54	%		60.53	%		62.81	%		71.35	%		62.06	%		62.20	%
Avg. loans to average deposits		96.74	%		98.45	%		99.81	%		95.84	%		96.60	%		93.59	%
Securities to total assets		17.87	%		14.50	%		12.69	%		13.00	%		13.75	%		14.87	%
Average interest-earning assets to average interest-bearing liabilities		115.79	%		114.83	%		116.10	%		114.30	%		118.77	%		119.75	%
Brokered time deposits to total deposits (16)		16.55	%		13.95	%		12.53	%		7.78	%		9.48	%		8.04	%

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

	Dec			Sept			June			March			Dec			Sept
(dollars in thousands)	2008			2008			2008			2008			2007			2007
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans	$	10,860			17,743			13,067			17,124			19,677			2,364
Other real estate	$	18,306			12,142			9,181			3,567			1,673			878
Past due loans over 90 days and still accruing interest	$	1,508			3,241			2,272			2,002			1,613			633
Net loan charge-offs	$	2,068			73			870			190			462			169
Allowance for loan losses to total loans		1.09	%		1.09	%		1.05	%		1.04	%		1.04	%		1.04	%
Allowance for loan losses to nonaccrual loans		335.9	%		196.4	%		243.3	%		174.4	%		144.7	%		760.5	%
As a percentage of total loans and ORE:
Past due accruing loans over 30 days		0.60	%		0.61	%		0.34	%		0.77	%		0.45	%		0.38	%
Nonperforming assets		0.86	%		0.93	%		0.73	%		0.72	%		0.78	%		0.19	%
Potential problem loans (5)		0.83	%		0.83	%		0.40	%		0.64	%		0.56	%		0.40	%
Annualized net loan charge-offs year-to-date to avg. loans (6)		0.10	%		0.05	%		0.07	%		0.03	%		0.07	%		0.05	%
Avg. commercial loan internal risk ratings (5)		4.2			4.2			4.0			4.1			4.1			4.1
Avg. loan account balances (7)	$	177			170			163			170			160			169
Interest rates and yields:
Loans		5.27	%		5.60	%		5.77	%		6.61	%		7.23	%		7.65	%
Securities		5.40	%		5.24	%		5.10	%		5.11	%		4.92	%		4.99	%
Total earning assets		5.25	%		5.53	%		5.66	%		6.37	%		6.82	%		7.12	%
Total deposits, including non-interest bearing		2.28	%		2.35	%		2.42	%		2.94	%		3.28	%		3.51	%
Securities sold under agreements to repurchase		0.98	%		1.33	%		1.30	%		1.98	%		3.36	%		4.20	%
FHLB advances and other borrowings		3.24	%		3.40	%		3.20	%		3.99	%		4.61	%		5.10	%
Subordinated debt		5.99	%		5.65	%		5.46	%		7.11	%		7.20	%		6.90	%
Total deposits and interest-bearing liabilities		2.35	%		2.44	%		2.48	%		3.04	%		3.43	%		3.68	%
Capital ratios (9):
Stockholders’ equity to total assets		13.2	%		11.8	%		11.7	%		12.3	%		12.3	%		11.6	%
Leverage		10.5	%		8.7	%		8.5	%		8.5	%		8.7	%		9.2	%
Tier one risk-based		12.1	%		9.8	%		9.3	%		9.5	%		9.6	%		10.4	%
Total risk-based		13.5	%		11.2	%		10.3	%		10.4	%		10.5	%		11.3	%
Tangible common equity to tangible assets		6.1	%		6.2	%		5.8	%		6.0	%		5.8	%		6.7	%

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

	Dec			Sept			June			March			Dec			Sept
(dollars in thousands, except per share data)	2008			2008			2008			2008			2007			2007
Per share data:
Earnings – basic	$	0.33			0.38			0.36			0.27			0.35			0.37
Earnings – diluted	$	0.31			0.36			0.34			0.26			0.33			0.35
Book value at quarter end (8)	$	26.39			21.63			21.33			21.22			20.95			17.66
Weighted avg. shares – basic		23,491,356			23,174,998			22,356,667			22,331,398			17,753,661			15,503,284
Weighted avg. shares – diluted		24,739,044			24,439,642			23,629,234			23,484,754			19,110,851			16,609,328
Common shares outstanding		23,762,124			23,699,790			22,587,564			22,467,263			22,264,817			15,553,037
Investor information:
Closing sales price	$	29.81			30.80			20.09			25.60			25.42			28.82
High sales price during quarter	$	32.00			36.57			29.29			26.75			30.93			31.31
Low sales price during quarter	$	22.01			19.30			20.05			20.82			24.85			21.62
Other information:
Gains on sale of loans and loan participations sold:
Mortgage loan sales:
Gross loans sold	$	72,097			71,903			79,693			59,757			40,273			42,895
Gross fees (10)	$	1,464			1,293			1,364			1,114			750			659
Gross fees as a percentage of mortgage loans originated		2.03	%		1.80	%		1.71	%		1.86	%		1.86	%		1.54	%
Commercial loans sold	$	—			695			8			4			8			19
Gains on sales of investment securities, net	$	—			—			—			1			16			—
Brokerage account assets, at quarter-end (11)	$	686,000			848,000			826,000			859,000			878,000			590,000
Trust account assets, at quarter-end	$	588,000			537,000			527,000			493,000			464,000			512,000
Floating rate loans as a percentage of loans (12)		41.4	%		41.4	%		44.0	%		41.4	%		41.8	%		44.6	%
Balance of commercial loan participations sold to other banks and serviced by Pinnacle, at quarter end	$	125,429			136,069			125,308			113,701			110,352			125,370
Core deposits to total funding (13)		50.5	%		50.9	%		52.3	%		57.6	%		58.2	%		61.4	%
Risk-weighted assets	$	3,705,606			3,493,361			3,353,142			3,181,612			3,083,215			1,998,401
Total assets per full-time equivalent employee	$	6,614			5,999			5,828			5,669			5,415			5,257
Annualized revenues per full-time equivalent employee	$	209.9			214.4			209.8			209.5			161.8			213.9
Number of employees (full-time equivalent)		719.0			723.0			704.5			686.0			702.0			450.5
Associate retention rate (14)		88.9	%		90.8	%		90.9	%		92.0	%		89.7	%		89.4	%
Selected economic information (in thousands) (15):
Nashville MSA nonfarm employment		766.3			769.1			767.1			759.2			795.2			763.6
Knoxville MSA nonfarm employment		337.6			338.9			339.3			335.3			358.7			337.2
Nashville MSA unemployment		6.1	%		5.7	%		4.3	%		4.8	%		4.2	%		3.5	%
Knoxville MSA unemployment		5.5	%		5.4	%		4.1	%		4.7	%		3.9	%		3.2	%
Nashville residential median home price	$	163.8			169.9			183.6			178.4			187.9			182.3
Nashville inventory of residential homes for sale		12.9			15.1			15.8			15.1			13.4			15.4

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY AND YEAR-TO-DATE FINANCIAL DATA – UNAUDITED

	As of December 31,			As of December 31,
(dollars in thousands, except per share data)	2008			2007
Reconciliation of certain financial measures:
Tangible assets:
Total assets	$	4,755,781		$	3,794,170
Less: Goodwill		(244,161	)		(243,574	)
Core deposit and other intangibles		(16,871	)		(17,326	)
Net tangible assets	$	4,494,749		$	3,533,271
Tangible common equity:
Total stockholders’ equity	$	627,035		$	466,610
Less: Preferred stock		(89,843	)		—
Goodwill		(244,161	)		(243,574	)
Core deposit and other intangibles		(16,871	)		(17,326	)
Net tangible common equity	$	276,160		$	205,711
Tangible common equity divided by tangible assets		6.14	%		5.82	%
Tangible common equity per common share	$	11.62		$	9.24

	For the three months ended December 31,						For the years ended, December 31,
(dollars in thousands)	2008			2007			2008			2007
Average tangible assets:
Total average assets	$	4,525,406		$	2,791,669		$	4,103,890		$	2,388,049
Less: Average intangible assets		(261,570	)		(169,140	)		(260,294	)		(135,893	)
Net average tangible assets	$	4,263,836		$	2,622,529		$	3,843,596		$	2,252,156
Average tangible equity:
Total average stockholders’ equity	$	540,260		$	309,431		$	498,694		$	276,151
Less: Average intangible assets		(261,570	)		(169,140	)		(260,294	)		(135,893	)
Net average tangible stockholders’ equity	$	278,690		$	140,291		$	238,400		$	140,258
Net income available to common stockholders	$	7,744		$	6,242		$	30,565		$	23,041
Return on average tangible assets (annualized)		0.72	%		0.94	%		0.80	%		1.02	%
Return on average tangible stockholders’ equity (annualized)		11.05	%		17.65	%		12.82	%		16.43	%
Net income	$	7,744		$	6,242		$	30,565		$	23,041
Impact of merger related expense, net of tax		909			378			4,325			378
Net income before impact of merger related expense	$	8,653		$	6,620		$	34,889		$	23,419
Fully-diluted earnings per share before impact of merger related expense	$	0.35		$	0.35		$	1.45		$	1.36
Return on average assets before impact of merger expenses		0.76	%		0.94	%		0.85	%		1.31	%
Return on average equity before impact of merger expenses		6.37	%		8.49	%		7.00	%		11.34	%
Return on average tangible equity before impact of merger expenses		12.35	%		18.72	%		14.63	%		22.32	%
Total expenses	$	22,586		$	17,762		$	94,479		$	60,480
Less: merger expense		(1,497	)		(622	)		(7,117	)		(622	)
Total expenses before impact of merger related expense	$	21,089		$	17,140		$	87,362		$	59,858
Efficiency ratio before impact of merger related expense		55.60	%		59.89	%		58.66	%		60.93	%

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

1.	Ratios are presented on an annualized basis.
2.	Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.
3.	Total revenue is equal to the sum of net interest income and noninterest income.
4.	Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.
5.	Average risk ratings are based on an internal loan review system which assigns a numeric value of 1 to 10 to all loans to commercial entities based on their underlying risk characteristics as of the end of each quarter. A “1” risk rating is assigned to credits that exhibit Excellent risk characteristics, “2” exhibit Very Good risk characteristics, “3” Good, “4” Satisfactory, “5” Acceptable or Average, “6” Watch List, “7” Criticized, “8” Classified or Substandard, “9” Doubtful and “10” Loss (which are charged-off immediately). Additionally, loans rated “8” or worse are considered potential problem loans. Potential problem loans do not include nonperforming loans. Generally, consumer loans are not subjected to internal risk ratings.
6.	Annualized net loan charge-offs to average loans ratios are computed by annualizing year-to-date net loan charge-offs and dividing the result by average loans for the year-to-date period.
7.	Computed by dividing the balance of all loans by the number of loan accounts as of the end of each quarter.
8.	Book value per share computed by dividing total stockholders’ equity by common shares outstanding
9.	Capital ratios are for Pinnacle Financial Partners, Inc. and are defined as follows:
	Equity to total assets – End of period total stockholders’ equity as a percentage of end of period assets.
	Leverage – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
	Tier one risk-based – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
	Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
10.	Amounts are included in the statement of income in “Gains on the sale of loans and loan participations sold”, net of commissions paid on such amounts.
11.	At fair value, based on information obtained from Pinnacle’s third party broker/dealer for non-FDIC insured financial products and services.
12.	Floating rate loans are those loans that are eligible for repricing on a daily basis subject to changes in Pinnacle’s prime lending rate or other factors.
13.	Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $100,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.
14.	Associate retention rate is computed by dividing the number of associates employed at quarter-end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter-end.
15.	Employment and unemployment data is from the US Dept. of Labor Bureau of Labor Statistics. Labor force data is not seasonally adjusted. The most recent quarter data presented is as of the most recent month that data is available as of the release date. The Nashville home data is from the Greater Nashville Association of Realtors.
16.	Brokered deposits do not include balances under the Certificate of Deposit Account Registry Service (CDARS).