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Tennessee		6021		62-1812853
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Mary Neil Price, Esq. Miller & Martin PLLC 150 Fourth Avenue North Suite 1200 Nashville, Tennessee 37219		Gary M. Brown, Esq. Baker, Donelson, Bearman, Caldwell, & Berkowitz PC 211 Commerce Street Suite 1000 Nashville, Tennessee 37201		Bob F. Thompson, Esq. Bass, Berry & Sims PLC 315 Deaderick Street Suite 2700 Nashville, Tennessee 37238

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The information in this joint proxy statement/ prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary joint proxy statement/ prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

M. Terry Turner		Ed C. Loughry, Jr.
President and Chief Executive Officer		Chairman of the Board and Chief Executive Officer
Pinnacle Financial Partners, Inc.		Cavalry Bancorp, Inc.

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	1.	A proposal to approve the merger agreement, dated as of September 30, 2005, between Pinnacle and Cavalry Bancorp, Inc. (“Cavalry”), pursuant to which Cavalry will merge with and into Pinnacle and the issuance of Pinnacle common stock in connection with the merger. A copy of the merger agreement is attached as Appendix A to the joint proxy statement/prospectus accompanying this notice;
	2.	A proposal to approve the adjournment of the Pinnacle special meeting, if necessary, to permit Pinnacle to solicit additional proxies if there are insufficient votes at the special meeting to constitute a quorum or to approve the merger agreement and the issuance of Pinnacle common in connection with the merger; and
	3.	To transact any other business that properly comes before the special meeting or any adjournment or postponement of the special meeting.

	BY ORDER OF THE BOARD OF DIRECTORS
	Hugh M. Queener
	Corporate Secretary

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	1.	A proposal to approve the merger agreement, dated as of September 30, 2005, between Pinnacle Financial Partners, Inc. (“Pinnacle”) and Cavalry, pursuant to which Cavalry will merge with and into Pinnacle. A copy of the merger agreement is attached as Appendix A to the joint proxy statement/prospectus accompanying this notice;
	2.	A proposal to approve the adjournment of the Cavalry special meeting, if necessary, to permit Cavalry to solicit additional proxies if there are insufficient votes at the special meeting to constitute a quorum or to approve the merger agreement; and
	3.	To transact any other business that properly comes before the special meeting or any adjournment or postponement of the special meeting.

	BY ORDER OF THE BOARD OF DIRECTORS
	Ira B. Lewis, Jr.
	Secretary

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If you are a Pinnacle shareholder:		If you are a Cavalry shareholder:
Pinnacle Financial Partners, Inc. 211 Commerce Street, Suite 300 Nashville, TN 37201 Attention: Investor Relations (615) 744-3700		Cavalry Bancorp, Inc. 114 West College Street Murfreesboro, TN 37133 Attention: Investor Relations (615) 893-1234
TO OBTAIN TIMELY DELIVERY OF PINNACLE FINANCIAL PARTNERS, INC. DOCUMENTS, YOU MUST MAKE YOUR REQUEST ON OR BEFORE DECEMBER 5, 2005.		TO OBTAIN TIMELY DELIVERY OF CAVALRY BANCORP, INC. DOCUMENTS, YOU MUST MAKE YOUR REQUEST ON OR BEFORE DECEMBER 5, 2005.

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QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER				1
SUMMARY				5
	Information about Pinnacle and Cavalry			5
	Cavalry Will Merge With and Into Pinnacle			6
	What Cavalry Shareholders Will Receive In the Merger			6
	Dividend Policy of Pinnacle			6
	Pinnacle’s Financial Advisor Has Provided an Opinion to the Pinnacle Board as to the Fairness of the Merger Consideration from a Financial Point of View			7
	Cavalry’s Financial Advisor Has Provided an Opinion to the Cavalry Board as to the Fairness of the Merger Consideration from a Financial Point of View			7
	The Merger Generally Will Be Tax-Free to Holders of Cavalry Common Stock to the Extent They Receive Pinnacle Common Stock			8
	Cavalry Directors and Executive Officers Have Some Financial Interests in the Merger That are Different From or in Addition to Their Interests as Shareholders			8
	Pinnacle’s Board of Directors Recommends that You Vote “FOR” Approval of the Merger Agreement and the Stock Issuance in Connection With the Merger			9
	Cavalry’s Board of Directors Recommends that You Vote “FOR” the Approval of the Merger Agreement			9
	Board of Directors After the Merger			10
	Pinnacle Shareholder Meeting to be Held on December 21, 2005			10
	Cavalry Shareholder Meeting to be Held on December 22, 2005			10
	Treatment of Cavalry Stock Options			11
	The Merger is Expected to Occur in the First Quarter of 2006			11
	Completion of the Merger is Subject to Customary Conditions			11
	We May Not Complete the Merger Without All Required Regulatory Approvals			11
	Termination of the Merger Agreement; Fees Payable			11
	We May Amend the Terms of the Merger and Waive Rights Under the Merger Agreement			12
	Pinnacle Will Account for the Merger Using the “Purchase” Method			12
	No Dissenters’ and Appraisal Rights			12
	Comparison of the Rights of Cavalry Shareholders and Pinnacle Shareholders			12
RISK FACTORS RELATING TO THE MERGER				13
	The Value of Pinnacle Shares Received Will Fluctuate; Shareholders of Cavalry May Receive More or Less Value Depending on Fluctuations In the Price of Pinnacle Common Stock			13
	Pinnacle May Not Be Able To Successfully Integrate Cavalry or To Realize the Anticipated Benefits of the Merger			14
	Cavalry Shareholders Will Have a Reduced Ownership and Voting Interest After the Merger and Will Exercise Less Influence Over Management			14
	The Combined Company Will Incur Significant Transaction and Merger-Related Costs in Connection With the Merger			14
	Directors and Officers of Cavalry Have Potential Conflicts of Interest in the Merger			15
	Cavalry May Make Some Change of Control or Other Payments to Its Directors or Executive Officers Prior to the Merger			15
	The Opinion Obtained by Cavalry From its Financial Advisor Will Not Reflect Changes in Circumstances Prior to the Merger			16
	Failure To Complete the Merger Could Cause Pinnacle’s or Cavalry’s Stock Price To Decline			16
	Risks Related to Pinnacle’s Business			16

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS				17
SELECTED FINANCIAL DATA				19
COMPARATIVE MARKET PRICES				30
PINNACLE SHAREHOLDER MEETING				32
CAVALRY SHAREHOLDER MEETING				34
PROPOSAL #1 FOR SHAREHOLDERS OF PINNACLE FINANCIAL PARTNERS, INC. AND CAVALRY BANCORP, INC.: THE PROPOSED MERGER				36
	General			36
	Transaction Structure			36
	Background of the Merger			36
	Pinnacle’s Reasons for the Merger; Recommendation of the Merger and the Stock Issuance in the Merger by the Pinnacle Board of Directors			38
	Cavalry’s Reasons for the Merger; Recommendation of the Merger by the Cavalry Board of Directors			40
	Material United States Federal Income Tax Consequences			41
	Dissenters’ and Appraisal Rights			44
	Accounting Treatment			44
	Interests of Certain Cavalry Executive Officers and Directors in the Merger			44
	Restrictions on Resales by Affiliates			47
	Regulatory Approval			47
OPINIONS OF FINANCIAL ADVISORS				50
	Opinion of Pinnacle’s Financial Advisor			50
	Opinion of Cavalry’s Financial Advisor			56
THE MERGER AGREEMENT				65
	General			65
	Merger Consideration			65
	Treatment of Options			65
	Exchange of Certificates in the Merger			65
	Fractional Shares			66
	Dividends and Distributions			66
	Withholding			66
	Effective Time			66
	Conditions to the Completion of the Merger			67
	Representations and Warranties			67
	Conduct of Business Pending the Merger			69
	Reasonable Best Effort to Obtain Required Shareholder Vote			71
	No Solicitation of Alternative Transactions			71
	Termination of the Merger Agreement			72
	Extension, Waiver and Amendment of the Merger Agreement			74
	Employee Benefit Plans and Existing Agreements			74
	Stock Exchange Listing; Delisting of Cavalry Common Stock			75
	Expenses			75
DESCRIPTION OF PINNACLE CAPITAL STOCK				76
COMPARISON OF THE RIGHTS OF SHAREHOLDERS				77
ABOUT PINNACLE FINANCIAL PARTNERS, INC.				86

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ABOUT CAVALRY BANCORP, INC.				88
PROPOSAL #2 FOR SHAREHOLDERS OF PINNACLE FINANCIAL PARTNERS, INC. AND CAVALRY BANCORP, INC.: ADJOURNMENT OF SPECIAL MEETINGS				89
	Pinnacle Special Meeting			89
	Cavalry Special Meeting			89
OTHER MATTERS				89
FUTURE SHAREHOLDER PROPOSALS				90
EXPERTS				90
LEGAL MATTERS				90
WHERE YOU CAN FIND MORE INFORMATION				91
APPENDIX A — Agreement and Plan of Merger				A-1
APPENDIX B — Opinion of Raymond James & Associates, Inc.				B-1
APPENDIX C — Opinion of Hovde Financial LLC				C-1
EX-8.1 OPINION OF BAKER,DONELSON,BEARMAN,CALDWELL & BERKOWITZ P.C.
EX-8.2 OPINION OF BASS,BERRY & SIMS PLC
EX-23.1 CONSENT OF RAYBURN,BATES & FITZGERALD, P.C.
EX-23.2 CONSENT OF KPMG LLP
EX-99.1 FORM OF PROXY CARD PINNACLE FINANCIAL PARTNERS
EX-99.2 FORM OF PROXY CARD CAVALRY BANCORP, INC.

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	•	changes in the business, operations or prospects of Pinnacle, Cavalry or the combined company;
	•	governmental and/or litigation developments and/or regulatory considerations;
	•	market assessments as to whether and when the merger will be consummated and the anticipated benefits of the merger;
	•	governmental action affecting the banking and financial industry generally;
	•	market assessments of the potential integration or other costs; and
	•	general market and economic conditions.

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	•	the loss of key employees and customers;
	•	the disruption of operations and business;
	•	inability to maintain and increase competitive presence;
	•	deposit attrition, customer loss and revenue loss;
	•	possible inconsistencies in standards, control procedures and policies;
	•	unexpected problems with costs, operations, personnel, technology and credit; and/or
	•	problems with the assimilation of new operations, sites or personnel, which could divert resources from regular banking operations.

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	•	difficulties in obtaining required shareholder and regulatory approvals for the merger and related transactions;
	•	the level and timeliness of realization, if any, of expected cost savings from the merger;
	•	difficulties related to the consummation of the merger and the integration of the businesses of Pinnacle and Cavalry;
	•	a materially adverse change in the financial condition of Pinnacle or Cavalry;
	•	greater than expected deposit attrition, customer loss, or revenue loss following the merger;
	•	loan losses that exceed the level of allowance for loan losses of the combined company;
	•	lower than expected revenue following the merger;
	•	management of the combined company’s growth;
	•	the risks inherent or associated with possible or completed acquisitions;
	•	increases in competitive pressure in the banking industry;
	•	changes in the interest rate environment that reduce margins;
	•	changes in deposit flows, loan demand or real estate values;
	•	changes in accounting principles, policies or guidelines;
	•	legislative or regulatory changes;
	•	general economic conditions, either nationally or in Tennessee, that are less favorable than expected resulting in, among other things, a deterioration of the quality of the combined company’s loan portfolio and the demand for its products and services;
	•	dependence on key personnel;

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	•	changes in business conditions and inflation; and
	•	changes in the securities markets.

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	Pinnacle Financial Partners, Inc. Selected Historical Financial Data

		As of and for the Nine Months
		Ended September 30,								As of and for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(Unaudited)
		(In thousands, except per share data, ratios and percentages)
Statement of Financial Condition Data:
Total assets		$	978,539			$	685,408			$	727,139			$	498,421			$	305,279			$	175,439			$	39,042
Loans, net of unearned income			604,225				434,909				472,362				297,004				209,743				134,440				12,407
Allowance for loan losses			(7,231	)			(5,434	)			(5,650	)			(3,719	)			(2,677	)			(1,832	)			(162	)
Total securities			246,914				191,323				208,170				139,944				73,980				19,886				7,116
Deposits and securities sold under agreements to repurchase			856,280				564,817				602,655				405,619				249,067				147,917				22,945
Advances from FHLB			24,500				51,500				53,500				44,500				21,500				8,500				—
Subordinated debt			30,929				10,310				10,310				10,310				—				—				—
Stockholders’ equity			62,891				56,668				57,880				34,336				32,404				18,291				15,771

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			As of and for the Nine Months
			Ended September 30,								As of and for the Year Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
			(Unaudited)
			(In thousands, except per share data, ratios and percentages)
Income Statement Data:
Interest income			$	32,189			$	19,105			$	27,679			$	18,262			$	12,561			$	6,069			$	506
Interest expense				11,438				5,119				7,415				5,363				4,362				2,579				125
Net interest income				20,751				13,986				20,264				12,899				8,199				3,490				381
Provision for loan losses				1,450				1,814				2,948				1,157				938				1,670				162
	Net interest income after provision for loan losses			19,301				12,172				17,316				11,742				7,261				1,820				219
Noninterest income				3,893				3,732				5,473				3,287				1,732				1,341				115
Noninterest expense				15,065				10,676				15,298				11,049				7,989				6,363				2,589
	Income (loss) before income taxes			8,129				5,228				7,491				3,980				1,004				(3,202	)			(2,255	)
Income tax expense (benefit)				2,312				1,598				2,172				1,425				356				(2,065	)			—
	Net income (loss)		$	5,817			$	3,630			$	5,319			$	2,555			$	648			$	(1,137	)		$	(2,255	)
Per Share Data(1):
Earnings (loss) per share — basic			$	0.69			$	0.48			$	0.69			$	0.35			$	0.11			$	(0.29	)		$	(1.39	)
Weighted average shares outstanding — basic				8,402,916				7,537,856				7,750,943				7,384,106				6,108,942				3,963,196				1,617,616
Earnings (loss) per share — diluted			$	0.62			$	0.43			$	0.61			$	0.32			$	0.10			$	(0.29	)		$	(1.39	)
Weighted average shares outstanding — diluted				9,455,756				8,451,439				8,698,139				7,876,006				6,236,844				3,963,196				1,617,616
Common shares outstanding at end of period				8,424,217				8,389,232				8,389,232				7,384,106				7,384,106				4,624,106				3,820,000
Performance Ratios and Other Data:(2)
Return on average assets(3)				0.94	%			0.87	%			0.89	%			0.66	%			0.29	%			(1.19	)%			(4.70	)%
Return on average stockholders’ equity(3)				12.94	%			12.66	%			12.31	%			7.70	%			2.47	%			(7.80	)%			(7.70	)%
Net interest margin(4)				3.60	%			3.55	%			3.62	%			3.53	%			3.81	%			3.95	%			5.71	%
Net interest spread(5)				3.20	%			3.29	%			3.34	%			3.23	%			3.42	%			3.29	%			2.33	%
Noninterest income to average assets(3)				0.62	%			0.89	%			0.92	%			0.85	%			0.76	%			1.41	%			0.42	%
Noninterest expense to average assets(3)				2.42	%			2.54	%			2.56	%			2.85	%			3.50	%			6.70	%			5.92	%
Efficiency ratio(6)				61.13	%			60.26	%			59.40	%			68.30	%			80.40	%			131.70	%			402.50	%
Average loan to average deposit ratio				81.97	%			78.66	%			79.00	%			85.50	%			98.50	%			94.90	%			98.60	%
Average interest-earning assets to average interest-bearing liabilities				119.58	%			119.23	%			120.00	%			118.90	%			119.60	%			122.70	%			248.00	%
Book value per share			$	7.47			$	6.75			$	6.90			$	4.65			$	4.39			$	3.96			$	4.13
Asset Quality Ratios:
Allowance for loan losses to nonperforming assets				11,854.10	%			407.96	%			1,006.90	%			981.30	%			143.40	%			732.80	%			0.00	%
Allowance for loan losses to total loans				1.20	%			1.25	%			1.20	%			1.25	%			1.28	%			1.36	%			1.31	%
Nonperforming assets to total assets				0.01	%			0.19	%			0.08	%			0.08	%			0.61	%			0.14	%			0.00	%
Nonaccrual loans to total loans				0.01	%			0.31	%			0.12	%			0.13	%			0.89	%			0.19	%			0.00	%

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		As of and for the Nine Months
		Ended September 30,								As of and for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(Unaudited)
		(In thousands, except per share data, ratios and percentages)
Net loan charge-offs (recoveries) to average loans(3)			(0.07	)%			0.08	%			0.27	%			0.05	%			0.05	%			0.00	%			0.00	%
Net charge-offs (recoveries) as a percentage of:
Provision for loan losses			(9.03	)%			5.46	%			34.49	%			9.94	%			9.91	%			0.00	%			0.00	%
Allowance for loan losses(3)			(4.84	)%			4.87	%			18.00	%			3.09	%			3.47	%			0.00	%			0.00	%
Capital Ratios:
Leverage(7)			9.3	%			10.9	%			9.70	%			9.70	%			11.10	%			11.60	%			82.50	%
Tier 1 risk-based capital			10.9	%			12.4	%			11.70	%			11.80	%			12.70	%			10.10	%			58.80	%
Total risk-based capital			13.0	%			13.4	%			12.70	%			12.80	%			13.80	%			11.20	%			59.40	%

(1)	Earnings per share information reflects the impact of a two for one stock split which was effective on May 10, 2004.
(2)	Performance ratios and other data for the period ended December 31, 2000, are for the period from October 27, 2000, (commencement of banking operations) through December 31, 2000.
(3)	Ratios and data for the nine months ended September 30, 2005 and September 30, 2004, are annualized.
(4)	Net interest margin is the result of net interest income for the period divided by average interest earning assets.
(5)	Net interest spread is the result of the difference between the interest yield earned on interest earning assets less the interest paid on interest bearing liabilities.
(6)	Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.
(7)	Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as percentage of adjusted average assets.

	Cavalry Bancorp, Inc. Selected Historical Financial Data

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		As of and for the
		Nine Months
		Ended September 30,								As of and for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(Unaudited)
		(In thousands, except per share data, ratios and percentages)
Financial Condition Data:
Total assets		$	632,006			$	551,902			$	578,670			$	515,172			$	464,365			$	432,874			$	384,285
Loans receivable, net			476,354				413,788				430,526				350,412				300,524				280,239				279,478
Loans held-for-sale			1,067				2,438				2,501				2,648				17,800				10,423				4,183
Investment securities held-to-maturity			—				—				—				—				—				637				594
Investment securities available-for-sale			42,934				43,707				42,183				55,123				37,926				41,808				32,247
Cash and cash equivalents			67,458				56,040				63,135				70,913				73,162				69,281				45,025
Deposits			564,055				486,346				506,534				454,257				407,752				380,990				336,534
Borrowings			2,794				2,848				2,835				2,889				2,944				998				1,578
Total shareholders’ equity			58,164				56,636				53,833				54,427				49,746				48,806				43,971
Operating Data:
Interest and dividend income		$	23,415			$	18,153			$	25,068			$	21,936			$	23,257			$	28,108			$	29,436
Interest expense			6,457				3,953				5,555				5,616				7,193				12,649				13,070
Net interest income			16,958				14,200				19,513				16,320				16,064				15,459				16,366
Provision for loan losses			211				352				875				101				497				661				306
Net interest income after provision for loan losses			16,747				13,848				18,638				16,219				15,567				14,798				16,060
Gains on sale of loans, net			984				2,281				2,773				5,473				3,401				2,537				1,548
Other non-interest income			8,174				7,617				10,125				9,138				8,217				5,763				4,147
Non-interest expense			16,370				17,608				28,573				23,371				20,177				18,664				14,700
Income before income taxes			9,535				6,138				2,963				7,459				7,008				4,434				7,055
Income tax expense			3,286				2,475				2,534				2,965				2,891				2,435				3,003
Net income		$	6,249			$	3,663			$	429			$	4,494			$	4,117			$	1,999			$	4,052
Basic earnings per share		$	0.87			$	0.57			$	0.07			$	0.70			$	0.64			$	0.31			$	0.64
Diluted earnings per share			0.85				0.55				0.06				0.67				0.62				0.31				0.64
Dividends declared per share			0.22				0.18				1.75				0.22				0.20				0.20				0.20
Key Financial Ratios:
Performance Ratios:
Return on average assets(1)			1.42	%			0.95	%			0.08	%			0.96	%			0.97	%			0.50	%			1.11	%
Return on average equity(2)			14.77	%			8.82	%			0.77	%			8.60	%			8.36	%			4.33	%			9.90	%
Interest rate spread (tax equivalent)(3)			3.83	%			3.84	%			3.84	%			3.68	%			4.00	%			3.65	%			4.22	%
Net interest margin (tax equivalent)(4)			4.22	%			4.09	%			4.10	%			3.93	%			4.28	%			4.24	%			4.89	%
Average interest-earning assets to average interest-bearing liabilities			124.07	%			121.43	%			122.41	%			118.10	%			114.94	%			117.19	%			117.19	%
Non-interest expense as a percent of average total assets			3.71	%			4.55	%			5.40	%			5.00	%			4.77	%			4.67	%			4.02	%
Efficiency ratio(5)			62.68	%			73.06	%			88.16	%			75.56	%			72.89	%			78.56	%			66.63	%
Dividend payout ratio(6)			25.29	%			31.58	%			2,500.00	%			31.43	%			31.25	%			64.52	%			31.25	%

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		As of and for the
		Nine Months
		Ended September 30,								As of and for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(Unaudited)
		(In thousands, except per share data, ratios and percentages)
Asset Quality Ratios:
Non-accrual and 90 days or more past due loans as a percent of total loans, net			0.22	%			0.29	%			0.17	%			0.24	%			0.17	%			0.14	%			0.04	%
Non-performing assets as a percent of total assets			0.19	%			0.22	%			0.13	%			0.17	%			0.16	%			0.13	%			0.05	%
Allowance for loan losses as a percent of total loans receivable			1.04	%			1.14	%			1.12	%			1.28	%			1.46	%			1.38	%			1.34	%
Allowance for loan losses as a percent of non-performing loans			469.22	%			386.59	%			650.13	%			526.78	%			878.68	%			1,134.52	%			3,443.09	%
Net charge-offs to average outstanding loans			0.03	%			0.04	%			0.14	%			0.07	%			0.10	%			0.15	%			0.07	%
Capital Ratios:(7)
Total equity-to-assets ratio			9.20	%			10.26	%			9.30	%			10.56	%			10.71	%			11.27	%			11.44	%
Average equity to average assets(8)			9.59	%			10.73	%			10.50	%			11.17	%			11.64	%			11.56	%			11.19	%

(1)	Net income divided by average total assets.
(2)	Net income divided by average equity.
(3)	Difference between weighted average yield on interest-earning assets and weighted average rate on interest-bearing liabilities.
(4)	Net interest income as a percentage of average interest-earning assets.
(5)	Other expenses divided by the sum of net interest income and other income.
(6)	Dividends per share divided by net income per share.
(7)	During 2001, Cavalry repurchased 25,000 shares for $271,000. During 2002, Cavalry repurchased 250,064 shares for $3.2 million. During 2003, Cavalry repurchased 28,112 shares for $461,000. During 2004, Cavalry repurchased 132,043 shares for $2.0 million.
(8)	Average total equity divided by average total assets.

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				Pinnacle								Pro Forma
				Financial				Cavalry				Acquisition				Pro Forma
				Partners, Inc.				Bancorp, Inc.				Adjustments				Combined
				(Dollars in thousands)
Assets
Cash and cash equivalents				$	97,072			$	67,458		(A)	$	(7,082	)		$	157,323
											(G)		(125	)
Investment securities:
	Held to maturity				27,350				—				—				27,350
	Available for sale				219,564				42,934				—				262,498
Loans held for sale					6,363				1,067				—				7,430
Loans					604,225				481,309		(D)		(893	)			1,083,231
											(E)		(1,410	)
Allowance for loan losses					(7,231	)			(4,955	)	(D)		893				(11,293	)
Loans, net					596,994				476,354								1,071,938
Goodwill					—				1,772		(B)		120,672				117,416
											(F)		(6,478	)
											(E)		1,250
											(C)		200
Core deposit intangible					—				—		(F)		10,660				10,660
Premises and equipment					13,083				17,202		(E)		887				31,172
Other assets					18,113				25,219		(G)		125				43,457
		Total assets		$	978,539			$	632,006			$	118,699			$	1,729,244

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				Pinnacle								Pro Forma
				Financial				Cavalry				Acquisition				Pro Forma
				Partners, Inc.				Bancorp, Inc.				Adjustments				Combined
				(Dollars in thousands)
Liabilities and Stockholders’ Equity
Deposits				$	788,628			$	564,055		(E)	$	1,666			$	1,354,349
Advances from Federal Home Loan Bank					24,500				2,794		(E)		(130	)			27,164
Securities purchased under agreements to resell					67,652				—				—				67,652
Subordinated debentures					30,929				—				—				30,929
Accrued expenses and other liabilities					3,939				6,993		(A)		(3,568	)			15,203
											(A)		3,566
											(B)		500
											(C)		400
											(F)		4,182
											(E)		(809	)
		Total liabilities		$	915,648			$	573,842							$	1,495,297
Stockholders’ equity:
	Preferred stock				—				—
	Common stock				8,424				19,354		(B)		(19,354	)			15,281
											(B)		6,857
	Additional paid in capital				44,905				—		(B)		164,399				209,104
											(C)		(200	)
	Unearned compensation				(328	)			—				—				(328	)
	Retained earnings				10,944				39,259		(A)		(7,080	)			10,944
											(B)		(32,179	)
	Accumulated other comprehensive (loss)				(1,054	)			(449	)	(B)		449				(1,054	)
		Total stockholders’ equity			62,891				58,164								233,947
Total liabilities and stockholders’ equity				$	978,539			$	632,006			$	118,699			$	1,729,244

(A)		To reflect the impact to Cavalry’s consolidated statement of financial condition for the impact of merger related charges to be recognized by Cavalry prior to consummation of the merger. It is estimated that $1.5 million of the cash payments made to certain Cavalry employees will not be tax deductible.

Retained earnings		$	7,080
Income taxes payable			3,568
Cash						$	7,082
Accrued expenses							3,566

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(B)		To reflect the impact of the issuance of Pinnacle common stock for outstanding common stock of Cavalry at the 0.95 exchange ratio. As the exchange ratio is fixed pursuant to the merger agreement, the value of the shares to be issued by Pinnacle to Cavalry shareholders upon consummation of the merger are valued in accordance with EITF 99-12, “Determination of the Measurement Date for the Market Price of Acquiror Securities Issued in a Purchase Business Combination.” Other components of the purchase price consideration are estimated costs directly attributable to the merger to be incurred by Pinnacle of $500,000 and the estimated fair value of options to acquire Pinnacle common stock to be issued to holders of options to acquire Cavalry common stock pursuant to the merger agreement. The fair value of the exchange options was estimated using the Black-Scholes method.

Number of Cavalry shares outstanding									7,217,565
Exchange ratio to Pinnacle shares								x	95	%
Number of Pinnacle shares to exchange									6,856,687
Average price of Pinnacle shares used for merger								$	24.53
Aggregate acquisition price before options and costs								$	168,181
Less: Cavalry stockholders’ equity					(58,164	)
	Merger related expenses in(A) above				7,080				(51,084	)
Subtotal								$	117,097
Number of Cavalry options outstanding									205,842
Exchange ratio to Pinnacle shares								x	95	%
Number of Pinnacle options to exchange									195,550
Fair value of Pinnacle options								$	15.72
Total fair value of Pinnacle options								$	3,075
Investment banking fees incurred by Pinnacle								$	500
Goodwill before fair value adjustments								$	120,672
		Goodwill						$	120,672
		Common stock of Cavalry							19,354
		Retained earnings of Cavalry							32,179
		Other comprehensive loss of Cavalry										$	449
		Accrued liabilities											500
		Common stock of Pinnacle											6,857
		Additional paid-in capital of Pinnacle											164,399

(C)		To reflect the estimated costs associated with the joint proxy statement/prospectus which are to be shared equally between Pinnacle and Cavalry.

Paid in capital		$	200
Goodwill			200
Accrued liabilities						$	400

(D)		To adjust Cavalry’s loan portfolio and allowance for loan losses for those loans which Pinnacle does not expect to collect all contractually required payments on the loan, in accordance with AICPA Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer.”

Allowance for loan losses		$	893
Loans						$	893

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(E)		Purchase accounting entry to adjust Cavalry net assets to their estimated fair value.

Goodwill		$	1,250
Other liabilities (deferred income taxes)			809
Bank premises and equipment			887
Advances from Federal Home Loan Bank			130
Loans						$	1,410
Deposits							1,666

(F)		To reflect the estimated value of core deposit intangible asset associated with the core deposits of Cavalry. For purposes of the pro forma condensed consolidated financial statements, such intangible asset will be amortized using the sum-of-the-years digit method over a 10-year life.

Core deposit intangible		$	10,660
Other liabilities (deferred income taxes)						$	4,182
Goodwill							6,478

(G)		To reflect a $125 thousand cash payment and related prepaid asset associated with the one-year consulting contract between Pinnacle and a current Cavalry employee which will be effective upon consummation of the merger.

Other assets		$	125
Cash						$	125

		Pinnacle								Pro Forma
		Financial				Cavalry				Acquisition				Pro Forma
		Partners, Inc.				Bancorp, Inc.				Adjustments				Combined
		(Dollars in thousands, except per share data)
Interest income		$	32,189			$	23,415		(A)	$	242			$	55,846
Interest expense			11,438				6,457		(A)		(393	)			17,518
									(A)		16
			20,751				16,958				619				38,328
Provision for loan losses			1,450				211				—				1,661
Net interest income after provision for loan losses			19,301				16,747				619				36,667
Noninterest income			3,893				9,158				—				13,051
Noninterest expense			15,065				16,370		(A)		44				31,621
									(B)		—
									(C)		142
Amortization of intangible assets			—				—		(D)		1,308				1,308
Income before income taxes			8,129				9,535				(875	)			16,789
Income taxes			2,312				3,286		(E)		(344	)			5,254
Net income		$	5,817			$	6,249			$	(531	)		$	11,535

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		Pinnacle								Pro Forma
		Financial				Cavalry				Acquisition				Pro Forma
		Partners, Inc.				Bancorp, Inc.				Adjustments				Combined
		(In thousands)
Interest income		$	27,679			$	25,068		(A)	$	372			$	53,119
Interest expense			7,415				5,555		(A)		(810	)			12,193
									(A)		33
			20,264				19,513				1,149				40,926
Provision for loan losses			2,948				875				—				3,823
Net interest income after provision for loan losses			17,316				18,638				1,149				37,103
Noninterest income			5,473				12,898				—				18,371
Noninterest expense			15,298				28,573		(A)		59				44,244
									(B)		125
									(C)		189
Amortization of intangible assets			—				—		(D)		1,938				1,938
Income before income taxes			7,491				2,963				(1,162	)			9,292
Income taxes			2,172				2,534		(E)		(456	)			4,250
Net income		$	5,319			$	429			$	(706	)		$	5,042

			Nine Months
			Ended				Year Ended
			September 30, 2005				December 31, 2004
(A) Amortization of fair value adjustments for the following items:
	Increase in interest income — Accretion of loan discount		$	242			$	372
	Decrease in interest expense — Amortization of deposit premium			393				810
	Increase in interest expense — Accretion of Federal Home Loan Bank advances discount			16				33
	Increase in noninterest expense — Depreciation related to premises and equipment write-up			44				59
(B) Increase in noninterest expense — Compensation related to consulting contract				—				125
(C) Increase in noninterest expense — Accretion of retirement plan discount				142				189
(D) Increase in amortization of intangible assets — Amortization of core deposit intangible over ten year life using the sum of the year’s digit method				1,308				1,938
(E) Decrease in tax expense due to tax impact of above items				344				456

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														Cavalry
		Pinnacle Financial				Cavalry				Combined Pro				Equivalent
		Partners, Inc.				Bancorp, Inc.				Forma Per				Pro Forma Per
		Common Stock				Common Stock				Share Data				Share Data(1)
Nine months ended September 30, 2005
Net income, basic		$	0.69			$	0.87			$	0.76			$	0.72
Net income, diluted			0.62				0.85				0.70				0.66
Dividends			—				0.22				0.10				0.10
Book value(2)			7.47				8.06				15.30				14.53
Year ended December 31, 2004
Net income, basic		$	0.69			$	0.07			$	0.35			$	0.33
Net income, diluted			0.61				0.06				0.32				0.30
Dividends			—				1.75				0.85				0.81
Book value(3)			6.90				7.46				NM				NM

(1)	Equivalent pro forma per share data represent the pro forma per share amounts attributed to one share of Cavalry common stock that has been exchanged for stock consideration. Equivalent pro forma per share amounts are calculated by multiplying the pro forma combined amounts by the exchange ratio of 0.95.

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(2)	The pro forma combined book value per share as of September 30, 2005 is calculated as the pro forma combined stockholders’ equity at September 30, 2005 divided by the sum of the number of shares of Pinnacle common stock outstanding at the period ending September 30, 2005 and the number of shares of Pinnacle common stock to be issued in conjunction with the acquisition of Cavalry. The increase in pro forma combined book value compared to the historical book values disclosed is a result of Pinnacle’s issuance of shares at a price in excess of historical book value. A detail of shares issued and price per share related to the acquisition of Cavalry is included in the section entitled “— Selected Unaudited Pro Forma Consolidated Financial Data” above.
(3)	Book value as of December 31, 2004 is not meaningful (NM) as purchase accounting adjustments were calculated as of September 30, 2005.

		Pinnacle Financial
		Partners, Inc.				Cavalry Bancorp, Inc.				Equivalent Price Per
Date		Common Stock				Common Stock				Cavalry Bancorp, Inc. Share
September 30, 2005		$	25.18			$	19.60			$	23.92
November 10, 2005		$	24.50			$	23.27			$	23.28

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			High				Low
2003:
	First Quarter		$	7.07			$	6.38
	Second Quarter			8.50				6.53
	Third Quarter			9.97				8.00
	Fourth Quarter			12.95				9.68
2004:
	First Quarter		$	15.50			$	11.65
	Second Quarter			18.67				13.50
	Third Quarter			23.70				17.70
	Fourth Quarter			25.10				21.35
2005:
	First Quarter		$	24.05			$	20.72
	Second Quarter			25.14				20.50
	Third Quarter			26.65				22.67
	Fourth Quarter (through November 10, 2005)			24.93				21.70

											Cash Dividends
			High				Low				Per Share Declared
2003:
	First Quarter		$	16.31			$	13.10			$	0.05
	Second Quarter			18.81				15.77				0.05
	Third Quarter			18.75				15.60				0.06
	Fourth Quarter			19.98				16.66				0.06
2004:
	First Quarter		$	18.99			$	14.81			$	0.06
	Second Quarter			17.49				15.00				0.06
	Third Quarter			17.23				15.25				0.06
	Fourth Quarter			23.94				16.61				1.57
2005:
	First Quarter		$	23.20			$	20.01			$	0.07
	Second Quarter			23.99				20.54				0.07
	Third quarter			26.25				19.49				0.08
	Fourth Quarter (through November 10, 2005)			23.39				20.02				—

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	•	approve the merger agreement, pursuant to which Cavalry will be merged with and into Pinnacle, and the issuance of Pinnacle common stock in connection with the merger;
	•	approve the adjournment of the Pinnacle special meeting, if necessary, to permit Pinnacle to solicit additional proxies if there are insufficient votes at the special meeting to constitute a quorum or to approve the merger agreement and the issuance of Pinnacle common stock in connection with the merger; and
	•	transact any other business that may properly come before the meeting.

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	•	submitting a written revocation prior to the meeting to Hugh M. Queener, Corporate Secretary, Pinnacle Financial Partners, Inc., 211 Commerce Street, Suite 300, Nashville, Tennessee 37201;
	•	submitting another proxy by mail that is dated later than the original proxy; or
	•	attending the special meeting and voting in person.

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	•	approve the merger agreement pursuant to which Cavalry will be merged with and into Pinnacle;
	•	approve the adjournment of the Cavalry special meeting, if necessary, to permit Cavalry to solicit additional proxies if there are insufficient votes at the special meeting to constitute a quorum or to approve the merger agreement; and
	•	transact any other business that may properly come before the meeting.

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	•	submitting a written revocation prior to the meeting to Ira B. Lewis, Jr., Corporate Secretary, Cavalry Bancorp, Inc., 114 West College Street, Murfreesboro, Tennessee 37130;
	•	submitting another proxy by mail that is dated later than the original proxy; or
	•	attending the special meeting and voting in person.

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	•	the merger is fair to Pinnacle and the Pinnacle shareholders from a financial point of view;
	•	the two institutions have potential synergies — Pinnacle will be utilizing Cavalry’s current work force to help with Pinnacle’s growth and Pinnacle will be taking planned expenses that it was to incur in 2006 and Cavalry’s current work force to help with the synergy;
	•	the merger enables Pinnacle to significantly accelerate its penetration of the targeted market, specifically Murfreesboro and Rutherford County;
	•	the merger will enable Pinnacle to increase its size and scale;
	•	the merger is anticipated to enhance the franchise value of Pinnacle, both in the short-run and in the long-run;
	•	the merger is expected to enhance Pinnacle’s geographic market coverage;
	•	the merger is expected to be accretive to Pinnacle’s earnings beginning in 2006;
	•	the merger nearly doubles the float in Pinnacle common stock;
	•	the merger provides Pinnacle a larger, growing, lower cost source of funding;
	•	the merger enables Pinnacle to diversify its revenue mix in a meaningful way;
	•	the merger brings to Pinnacle’s team a number of outstanding bankers;
	•	the merger valuation multiples are similar to those of recent business combinations involving southeastern financial institutions, either announced or completed, during the past few years;
	•	the merger will generally be a tax-free transaction for Pinnacle and its new shareholders to the extent such shareholders receive shares of Pinnacle common stock; and
	•	the merger will result in Pinnacle and its bank subsidiary being well-capitalized institutions, the financial positions of which would be in excess of all applicable regulatory capital requirements.

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	•	its analysis of the business, operations, financial condition, earnings and prospects of the combined company, taking into account the results of its due diligence review;
	•	the strategic nature of the business combination, the complimentary businesses of Pinnacle and Cavalry, the potential prospects of the combined company, including anticipated savings derived from potential synergies;
	•	the fact that the combined company is expected to be the second largest bank holding company headquartered in Tennessee with assets of approximately $1.7 billion and a strong presence in the Nashville MSA, particularly the fast-growing Davidson, Williamson, Rutherford and Sumner county markets;
	•	the financial analyses presented by Hovde to the Cavalry board of directors and the oral opinion delivered by Hovde, to the effect that, as of September 29, 2005 (which opinion was confirmed in a written opinion dated September 30, 2005), and based upon and subject to the assumptions made, matters considered and limitations set forth in the opinion, the merger consideration specified in the merger agreement was fair from a financial point of view to the holders of shares of Cavalry common stock;
	•	the value of the consideration to be received by Cavalry’s shareholders in the merger, including the historical market prices and trading information for the shares of Pinnacle’s common stock and that the exchange ratio represents a premium of approximately 22% over the closing sales price for Cavalry common stock on September 29, 2005, the day the Cavalry board approved the merger agreement;
	•	the fact that the combined company will provide a greater array of financial products to Cavalry’s and Pinnacle’s existing customers with Cavalry’s customers having access to Pinnacle’s treasury management services, financial planning services, courier deposit pickup for commercial clients and Pinnacle’s system of free use of any ATM anywhere around the world for many account types;
	•	the fact that Cavalry shareholders would own approximately 42% of the combined company;
	•	the fact that Ed C. Loughry, Jr. and William S. Jones will become members of the senior management team of the combined company, with Mr. Loughry serving as vice chairman and Mr. Jones serving as the Rutherford County area executive, reporting directly to the president and chief executive officer of the combined company, and that Ronald F. Knight, Cavalry’s current president and chief operating officer, will serve as a consultant to the combined company;
	•	the fact that three members of Cavalry’s board of directors would serve on the board of the combined company, and the interests of certain other Cavalry executive officers and directors in the merger (see — “Interests of Certain Cavalry Executive Officers and Directors in the Merger” on page 44);
	•	its belief that a significant number of Cavalry’s existing employees would be offered employment with the combined company and become eligible to participate in the combined company’s equity incentive plan;
	•	the factors set forth in Cavalry’s charter with respect to the board’s consideration of any proposed business combination;
	•	the expected treatment of the merger as a “reorganization” for United States federal income tax purposes which would generally allow Cavalry shareholders receiving Pinnacle common stock in the

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		merger to avoid recognizing gain or loss upon conversion of shares of Cavalry common stock into shares of Pinnacle common stock;
	•	the risks described under the section of this joint proxy statement/ prospectus above entitled “RISK FACTORS RELATING TO THE MERGER,” including the risk that the proposed transaction would not be completed;
	•	the limitations imposed in the merger agreement on Cavalry’s business and the selection by Cavalry of alternative business combinations prior to the completion of the merger;
	•	the fact that the merger agreement provides for a fixed exchange ratio and that the value of the consideration to be received in the merger by the Cavalry shareholders depends on the value of the Pinnacle common stock at the effective time of the merger and that there can be no assurances that future results, including results expected or considered in the factors listed above would be achieved;
	•	the possibility that the merger might not be completed and the effect of the resulting public announcement of termination of the merger agreement on Cavalry’s stock price, its operating results, particularly in light of the expenses related to the transaction, and its continued ability to attract and retain key personnel; and
	•	its belief that a combination with Pinnacle would allow Cavalry shareholders to participate in a combined company that would have better future prospects than Cavalry could achieve either on a stand-alone basis or through a combination with other potential merger partners, with greater market penetration and more diversified customer bases and revenue sources.

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	•	a shareholder that is not a citizen or resident of the United States;
	•	a financial institution or insurance company;
	•	a mutual fund;
	•	a tax-exempt organization;
	•	a dealer or broker in securities or foreign currencies;
	•	a trader in securities that elects to apply a mark-to-market method of accounting;
	•	a shareholder that holds its Pinnacle stock or Cavalry common stock as part of a hedge, appreciated financial position, straddle, conversion, or other risk reduction transaction; or
	•	a shareholder that acquired its Pinnacle common stock or Cavalry common stock pursuant to the exercise of options or similar derivative securities or otherwise as compensation.

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	•	a holder of Cavalry common stock will not recognize any gain or loss upon the exchange of that shareholder’s shares of Cavalry common stock for shares of Pinnacle common stock in the merger, except that gain or loss will be recognized on the receipt of cash instead of a fractional share of Pinnacle common stock;
	•	to the extent that a holder of Cavalry common stock receives cash instead of a fractional share of Pinnacle common stock, such holder will be required to recognize gain or loss, measured by the difference between the amount of cash received and the portion of the tax basis of that holder’s shares of Cavalry common stock allocable to that fractional share of Pinnacle common stock. This gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the holding period for the share of Cavalry common stock exchanged for cash instead of the fractional share of Pinnacle common stock is more than one year at the completion of the merger;
	•	a holder of Cavalry common stock will have a tax basis in the Pinnacle common stock received in the merger equal to (1) the tax basis of the Cavalry common stock surrendered by that holder in the merger, less (2) any tax basis of the Cavalry common stock surrendered that is allocable to a fractional share of Pinnacle common stock for which cash is received; and
	•	the holding period for shares of Pinnacle common stock received in exchange for shares of Cavalry common stock in the merger will include the holding period for the shares of Cavalry common stock surrendered in the merger.

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	•	Cavalry and Cavalry Banking have entered into severance agreements with each of Hillard C. Gardner, Ira B. Lewis, R. Dale Floyd, Joy B. Jobe and David W. Hopper pursuant to which each employee is entitled to receive, following a change in control and the subsequent termination of the employee without cause or the voluntary termination by the employee for good reason, a severance benefit as set forth in each such agreement. The merger agreement permits Cavalry or Cavalry Banking to make these payments prior to December 31, 2005, even if the merger has not yet occurred if payment of these amounts prior to the consummation of the merger would result in such payments not being treated as excess parachute payments under Section 280G of the Code. If these payments are not made prior to the consummation of the merger, Pinnacle has agreed that any voluntary termination of employment by such employees within twelve months of the effective date of the merger shall automatically obligate Pinnacle to pay such severance benefits;
	•	Cavalry and Cavalry Banking have entered into employment agreements with each of Ed C. Loughry, Jr. Ronald F. Knight, William S. Jones, Myron Glenn Layne and James O. Sweeney pursuant to which each employee is entitled to receive, following a change in control and the subsequent termination of the employee without cause or the voluntary termination by the employee for good reason within twelve months following such change in control, a severance benefit as set forth in each such agreement. The merger agreement permits Cavalry or Cavalry Banking to make these payments prior to December 31, 2005 even if the merger has not yet occurred if payment of these amounts prior to the consummation of the merger would result in such payments not being treated as excess parachute payments under Section 280G of the Code. If these payments are not made prior to the consummation of the merger, Pinnacle has agreed that any voluntary termination of employment by such employees within twelve months of the effective date of the merger shall automatically obligate Pinnacle to pay such severance benefits;
	•	upon a change in control as defined in the Executive Supplemental Retirement Plan and the Director Supplemental Retirement Plan (collectively, the “SERP Plan”), each executive or director of Cavalry Banking that is a party to agreements under such plan shall receive the benefits promised in the plan upon attaining Normal Retirement Age (as defined in such plan), as if the executive or director had been continuously employed by Cavalry Banking until the executive’s or director’s Normal Retirement Age. The executive or director will also remain eligible for all promised death benefits in such plan;
	•	prior to December 31, 2005 and the effective date of the merger, Cavalry or Cavalry Banking may accelerate vesting in whole or in part and/or make partial distributions under the SERP Plan and related agreements to participants in amounts to be determined. Such partial distributions would be

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		made to preclude the payments being made to such participants as a result of the merger being treated as excess parachute payments under Section 280G of the Code; and
	•	because of different methodologies used by Pinnacle and Cavalry, it may be necessary to pre-pay salaries or advance commissions to certain Cavalry or Cavalry Banking employees prior to the merger.

	•	the further registration under the Securities Act of the Pinnacle common stock to be transferred;
	•	compliance with Rule 145 promulgated under the Securities Act, which permits limited sales under certain circumstances; or
	•	the availability of another exemption from registration.

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	•	would result in a monopoly;
	•	would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States; or
	•	may have the effect in any part of the United States of substantially lessening competition, tending to create a monopoly or otherwise resulting in a restraint of trade, unless the FRB finds that the public interest created by the probable effect of the transaction in meeting the convenience and needs of the communities to be served clearly outweighs the anticompetitive effects of the proposed merger.

	•	Restrictions on the Payment of Dividends: Pinnacle and Cavalry are legal entities separate and distinct from their banking and other subsidiaries, but depend principally on dividends from their subsidiary depository institutions for cash flow to pay any dividends to their respective shareholders. There are statutory and regulatory limitations on the payment of dividends by these subsidiary depository institutions to Pinnacle and Cavalry, as the case may be, as well as by Pinnacle and Cavalry to their respective shareholders. The subsidiary banks of Pinnacle and Cavalry are subject to dividend restrictions imposed by the applicable state and federal regulators. The payment of dividends by Pinnacle and Cavalry also may be affected or limited by other factors, such as the requirement to maintain adequate capital above state or federal regulatory guidelines.
	•	Capital Adequacy: Pinnacle and Cavalry and their banking subsidiaries are required by state and federal regulators to comply with certain capital adequacy standards related to risk exposure and the leverage position of financial institutions. Any bank or savings institution that fails to meet its

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		capital guidelines may be subject to a variety of enforcement remedies and certain other restrictions on its business. As of September 30, 2005, Pinnacle, Cavalry and their banking subsidiaries were in compliance with all such capital adequacy standards.
	•	Support of Subsidiary Institutions: Under FRB policy, Pinnacle and Cavalry are expected to act as sources of financial strength for, and commit their resources to support, Pinnacle National Bank and Cavalry Banking, respectively, and any other banking subsidiaries, even in times when Pinnacle or Cavalry might not be inclined to provide such support.
	•	Prompt Corrective Action: Federal banking regulators are required to audit Pinnacle, Cavalry, Pinnacle National Bank and Cavalry Banking to determine whether they are adequately capitalized. If a banking institution is deemed by regulators to be insufficiently capitalized, the regulators are required to take certain actions designed to improve the capitalization of the financial institution.
	•	Non-Banking Activities: The Bank Holding Company Act also prohibits, subject to certain exceptions, a bank holding company from engaging in or acquiring direct or indirect control of more than 5% of the voting stock of any company engaged in non-banking activities. An exception to this prohibition is for activities expressly found by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto or financial in nature.
	•	Out-of-State Acquisitions: A bank holding company and its subsidiaries also are prohibited from acquiring any voting shares of, or interest in, any banks located outside of the state in which the operations of the bank holding company’s subsidiaries are located, unless the acquisition is specifically authorized by the statutes of the state in which the target is located.
	•	Anti-Tying: A bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit or provision of any property or service. Thus, an affiliate of a bank holding company may not extend credit, lease, sell property, or furnish any services or fix or vary the consideration for these on the condition that (i) the customer must obtain or provide some additional credit, property or services from or to its bank holding company or subsidiaries thereof or (ii) the customer may not obtain some other credit, property, or services from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended.
	•	Other Requirements: Banks also are required to file annual reports and such additional information as the banking regulations require. Banks are subject to certain restrictions on loan amounts, interest rates, “insider” loans to officers, directors and principal shareholders, transactions with affiliates and many other matters. Strict compliance at all times with state and federal banking laws will be required.

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	•	reviewed the financial terms and conditions as stated in the agreement;
	•	reviewed the audited financial statements of Cavalry as of and for the years ended December 31, 2002, 2003 and 2004 and the unaudited financial statements for the periods ended March 31, 2005 and June 30, 2005;
	•	reviewed Cavalry’s annual and quarterly reports filed on Form 10-K and 10-Q, respectively, for the periods ended December 31, 2002, 2003, and 2004, and March 31, 2005 and June 30, 2005;

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	•	reviewed other Cavalry financial and operating information requested from and/or provided by Cavalry;
	•	reviewed certain other publicly available information on Cavalry; and
	•	discussed with members of the senior management of Pinnacle and Cavalry certain information relating to the aforementioned and any other matters which it deemed relevant to its inquiry.

	•	the merger will be completed substantially in accordance with the terms set forth in the merger agreement;
	•	the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;
	•	Pinnacle and Cavalry will perform all of the covenants and agreements required to be performed by them under the merger agreement and any related documents;
	•	all conditions to completing the merger will be satisfied without any waivers; and
	•	in the course of obtaining any necessary regulatory or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of Pinnacle, Cavalry or the combined entity, or on the contemplated benefits of the merger, including the cost savings, revenue enhancements and related expenses expected to result from the merger.

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Name (Ticker)
Alliance Bankshares Corporation (ABVA)
American National Bankshares Inc. (AMNB)
Appalachian Bancshares, Inc. (APAB)
Auburn National Bancorporation, Inc. (AUBN)
Bancshares of Florida, Inc. (BOFL)

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Name (Ticker)
BNC Bancorp (BNCN)
C&F Financial Corporation (CFFI)
Citizens Holding Company (CIZ)
CIVITAS BankGroup, Inc. (CVBG)
Community Bancshares, Inc. (COMB)
Community Bankshares, Inc. (SCB)
Community Capital Corp. (CYL)
Cooperative Bankshares, Inc. (COOP)
Crescent Banking Company (CSNT)
Eastern Virginia Bankshares, Inc. (EVBS)
ECB Bancorp, Inc. (ECBE)
Gateway Financial Holdings, Inc. (GBTS)
Highlands Bankshares, Inc. (HBKA)
Integrity Bancshares, Inc. (ITYC)
James Monroe Bancorp, Inc. (JMBI)
Middleburg Financial Corporation (MBRG)
Nexity Financial Corporation (NXTY)
Old Point Financial Corporation (OPOF)
Peoples Bancorp of North Carolina, Inc. (PEBK)
Peoples Financial Corporation (PFBX)
Premier Community Bkshrs Inc. (PREM)
Premier Financial Bancorp, Inc. (PFBI)
Savannah Bancorp, Inc. (SAVB)
Summit Bank Corporation (SBGA)
United Security Bancshares, Inc. (USBI)
Vision Bancshares, Inc. (VBAL)
WGNB Corp. (WGNB)

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							Comparable Companies
			Cavalry				Low				Median				High				Merger
Price to:
	Book Value per Share			2.51	x			1.11				x 1.93	x			3.30				x 2.98	x
	Tangible Book Value per Share			2.60				1.11				2.04				3.30				3.08
	LTM EPS			20.5				12.7				15.3				39.1				24.3
	2005E EPS			18.2				12.2				15.0				25.7				21.7
	2006E EPS			17.0				11.5				13.9				25.1				20.2

Buyer		Seller
Synovus Financial Corp.		Riverside Bancshares Inc.
First Natl Bkshs of FL		Southern Community Bancorp
South Financial Group Inc.		Florida Banks Inc.
South Financial Group Inc.		CNB Florida Bancshares Inc.
Fifth Third Bancorp		Franklin Financial Corp.
Fulton Financial Corp.		Resource Bankshares Corp.
South Financial Group Inc.		MountainBank Financial Corp.
WesBanco Inc.		American Bancorp.
BB&T Corp.		BankFirst Corp.
BB&T Corp.		Hardwick Holding Co.
Carolina First Corp.		Anchor Financial Corp.
First Charter Corp.		Carolina First BancShares
BB&T Corp.		Matewan BancShares Inc.
Union Planters Corp.		Ready State Bank
City Holding Co.		Horizon Bancorp Inc.
First American Corp.		Pioneer Bancshares Inc.
SouthTrust Corp.		American Bks of Florida, Inc.
United Bankshares Inc.		George Mason Bankshares Inc.
Regions Financial Corp.		First State Corp.
Mercantile Bancorp.		Horizon Bancorp, Inc.
Wachovia Corp.		1st United Bancorp
First Virginia Banks Inc.		Premier Bankshares Corp.
First Commercial Corp.		Southwest Bancshares, Inc.
Regions Financial Corp.		Allied Bankshares Inc.
CCB Financial Corp.		Security Capital Bancorp
Synovus Financial Corp.		NBSC Corporation
BB&T Financial Corporation		Commerce Bank

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			Southeast Transactions
			Low				Median				High				Merger
Transaction Value to:
	LTM Earnings			15.3	x			22.3	x			44.3	x			25.4	x
	Book Value			1.68				2.87				4.20				3.03
	Tangible Book Value			1.72				2.98				4.84				3.13

Purchase Price Premium

Prior to Announcement

1 day

30 days

90 days

Median Premium

20.5%

25.5%

39.2%

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	•	the merger agreement;
	•	certain historical publicly available information concerning Cavalry and Pinnacle;
	•	certain internal financial statements and other financial and operating data concerning Cavalry and Pinnacle;
	•	certain financial projections prepared by the managements of Cavalry and Pinnacle;
	•	certain other information provided to Hovde by members of the senior managements of Cavalry and Pinnacle for the purpose of reviewing the future prospects of Cavalry and Pinnacle, including financial forecasts related to the respective businesses, earnings, assets, liabilities and the amount and timing of cost savings expected to be achieved as a result of the merger;
	•	historical market prices and trading volumes for Pinnacle common stock;

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	•	the nature and terms of recent merger and acquisition transactions to the extent publicly available, involving banks, thrifts and bank and thrift holding companies that we considered relevant;
	•	the pro forma ownership of Pinnacle’s common stock by the shareholders of Cavalry relative to the pro forma contribution of Cavalry’s assets, liabilities, equity and earnings to the combined company;
	•	the pro forma impact of the merger on the combined company’s earnings per share, consolidated capitalization and financial ratios; and
	•	such other information and factors as Hovde has deemed appropriate.

Company Name		Assets
		($mm)
Bank of Granite Corporation (NC)			1,069.4
Capital Bank Corporation (NC)			917.4
Centerstate Banks of Florida, Inc. (FL)			830.0
Colony Bankcorp, Inc. (GA)			1,018.1
Commercial Bankshares, Inc. (FL)			966.0
Eastern Virginia Bankshares, Inc. (VA)			732.5
First Security Group, Inc. (TN)			831.3
First South Bancorp, Inc. (NC)			791.9
FLAG Financial Corporation (GA)			862.5
FNB Corp. (NC)			904.6
FNB Financial Services Corporation (NC)			979.4
LSB Bancshares, Inc. (NC)			989.3
National Bankshares, Incorporated (VA)			819.6
Old Point Financial Corporation (VA)			700.3
Peoples Bancorp of North Carolina, Inc. (NC)			709.6
Peoples BancTrust Company, Inc. (AL)			781.5
PAB Bankshares, Inc. (GA)			933.7
TIB Financial Corp. (FL)			1,012.9
Yadkin Valley Bank and Trust Company (NC)			990.8

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														Price/				Price/								03-04				04-05
		Mkt.				Price/				Price/				LTM				06				PEG				EPS				EPS				Inside				Instit’l
		Cap				Book				TBV				EPS				EPS				Ratio				Growth				Growth				Ownership				Ownership
		($m)				(%)				(%)				(x)				(x)				(%)				(%)				(%)				(%)				(%)
Pinnacle			210.8				342.62				342.62				33.89				22.00				0.83				90.63				40.98				18.12				35.62
Comparable Company Average			152.3				186.87				207.45				18.24				15.08				1.51				41.58				19.41				14.47				13.37

Company Name		Assets
		($mm)
Amegy Bancorporation, Inc. (TX)			7,738.7
Wintrust Financial Corporation (IL)			7,769.0
East West Bancorp, Inc. (CA)			6,701.6
CVB Financial Corp. (CA)			4,811.9
Boston Private Financial Holdings, Inc. (MA)			3,528.3
PrivateBancorp, Inc. (IL)			3,202.1
CoBiz Inc. (CO)			1,791.4
Mercantile Bank Corporation (MI)			1,709.2

														Price/				Price/								03-04				04-05
		Mkt.				Price/				Price/				LTM				06				PEG				EPS				EPS				Inside				Instit’l
		Cap				Book				TBV				EPS				EPS				Ratio				Growth				Growth				Ownership				Ownership
		($m)				(%)				(%)				(x)				(x)				(%)				(%)				(%)				(%)				(%)
Pinnacle			210.8				342.62				342.62				33.89				22.00				0.83				90.63				40.98				18.12				35.62
Comparable Company Average			980.1				271.14				374.55				20.20				17.02				1.24				30.07				20.49				14.45				54.85

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Buyer		Seller
Investor group		LDF Incorporated (IL)
FNB Corp. (NC)		Integrity Financial Corp (NC)
First Community Bancorp (CA)		Cedars Bank (CA)
Security Bank Corp. (GA)		Rivoli Bancorp Inc. (GA)
Synovus Financial Corp. (GA)		Riverside Bancshares Inc. (GA)
Liberty Bancshares Inc. (AR)		Russellville Bancshares Inc (AR)
BancorpSouth Inc. (MS)		American State Bank Corp. (AR)
New York Community Bancorp (NY)		Long Island Financial Corp. (NY)
Whitney Holding Corp. (LA)		First National Bancshares Inc. (FL)
Commerce Bancorp Inc. (NJ)		Palm Beach County Bank (FL)
BMO Financial Group ()		Edville Bankcorp Incorporated (IL)
ABC Bancorp (GA)		First National Banc Inc. (GA)
Capital Bank Corp. (NC)		1st State Bancorp Inc. (NC)
NBT Bancorp Inc. (NY)		CNB Bancorp Inc. (NY)
Western Illinois Bancshares ()		Midwest Bank of Western IL (IL)
FLAG Financial Corp. (GA)		First Capital Bancorp, Inc. (GA)
State National Bancshares Inc. (TX)		Heritage Financial Corporation (TX)
Texas United Bancshares Inc. (TX)		Gateway Holding Company Inc. (TX)
First Community Bancorp (CA)		First American Bank (CA)
Cullen/Frost Bankers Inc. (TX)		Horizon Capital Bank (TX)
PrivateBancorp Inc. (IL)		Bloomfield Hills Bancorp Inc. (MI)
NewAlliance Bancshares Inc. (CT)		Cornerstone Bancorp Inc. (CT)
MainSource Financial Group (IN)		Madison Bank & Trust Company (IN)
First Citizens Bancorp. (SC)		Summit Financial Corp. (SC)
First National Security Co. (AR)		First Community Banking Corp. (AR)
Pacific Capital Bancorp (CA)		First Bancshares Inc. (CA)
Princeton National Bancorp (IL)		Somonauk FSB Bancorp Inc. (IL)
Capital City Bank Group Inc. (FL)		First Alachua Banking Corp. (FL)
Home Bancshares Inc. (AR)		Marine Bancorp Inc. (FL)
Willow Grove Bncp Inc. (PA)		Chester Valley Bancorp Inc. (PA)
Fulton Financial Corp. (PA)		SVB Financial Services Inc. (NJ)

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Buyer		Seller
First Security Group Inc. (TN)		Jackson Bank & Trust (TN)
Bank of the South (TN)		Academy Bank (TN)
Investor group		BankTennessee (TN)
BancorpSouth Inc. (MS)		Premier Bancorp Inc. (TN)
Wilson Bank Holding Company (TN)		Dekalb Community Bank (TN)
Wilson Bank Holding Company (TN)		Community Bank of Smith County (TN)
FSB Bancshares Inc (TN)		Friendship Bancshares Inc. (TN)
SunTrust Banks Inc. (GA)		National Commerce Finl Corp. (TN)
FSB Bancshares Inc (TN)		American City Bancorp Inc. (TN)
Peoples Holding Co. (MS)		Renasant Bancshares Inc. (TN)
Regions Financial Corp. (AL)		Union Planters Corp. (TN)

Buyer		Seller
FNB Corp. (NC)		Integrity Financial Corp (NC)
Security Bank Corp. (GA)		Rivoli Bancorp Inc. (GA)
Synovus Financial Corp. (GA)		Riverside Bancshares Inc. (GA)
Liberty Bancshares Inc. (AR)		Russellville Bancshares Inc (AR)
BancorpSouth Inc. (MS)		American State Bank Corp. (AR)
Whitney Holding Corp. (LA)		First National Bancshares Inc. (FL)
Commerce Bancorp Inc. (NJ)		Palm Beach County Bank (FL)
ABC Bancorp (GA)		First National Banc Inc. (GA)
Capital Bank Corp. (NC)		1st State Bancorp Inc. (NC)
FLAG Financial Corp. (GA)		First Capital Bancorp, Inc. (GA)
First Citizens Bancorp. (SC)		Summit Financial Corp. (SC)
First National Security Co. (AR)		First Community Banking Corp. (AR)
Capital City Bank Group Inc. (FL)		First Alachua Banking Corp. (FL)
Home Bancshares Inc. (AR)		Marine Bancorp Inc. (FL)
Seacoast Banking Corp. of FL (FL)		Century National Bank (FL)
Home Bancshares Inc. (AR)		TCBancorp Inc. (AR)
South Financial Group Inc. (SC)		Pointe Financial Corp. (FL)
Whitney Holding Corp. (LA)		Destin Bancshares Inc. (FL)
Peoples Holding Co. (MS)		Heritage Financial Hldg Corp (AL)
Capital City Bank Group Inc. (FL)		Farmers & Merchants Bank (GA)
Peoples Holding Co. (MS)		Renasant Bancshares Inc. (TN)

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		Offer Value to
														Ratio of Tangible
										12 Months				Book Value
		Total				Tangible				Preceding				Premium to Core
		Assets				Book Value				Earnings				Deposits
		(%)				(x)				(x)				(%)
Cavalry Bancorp, Inc.			28.90				3.18				24.6				26.8
Nationwide Merger Group median			21.75				2.63				23.7				19.3
Nationwide Merger Group average			21.59				2.70				24.9				21.5
Tennessee Merger Group median			18.31				2.47				25.5				13.9
Tennessee Merger Group average			19.90				2.69				27.7				20.4
Southeastern Merger Group median			20.02				2.58				28.7				20.8
Southeastern Merger Group average			21.90				2.82				30.2				22.0

Buyer		Seller
FNB Corp. (NC)		Integrity Financial Corp (NC)
National Penn Bancshares Inc. (PA)		Nittany Financial Corp. (PA)
Synovus Financial Corp. (GA)		Riverside Bancshares Inc. (GA)
First State Bancorp. (NM)		Access Anytime Bancorp Inc. (NM)
MainSource Financial Group (IN)		Union Community Bancorp (IN)
New York Community Bancorp (NY)		Long Island Financial Corp. (NY)
Whitney Holding Corp. (LA)		First National Bancshares Inc. (FL)
Capital Bank Corp. (NC)		1st State Bancorp Inc. (NC)
NBT Bancorp Inc. (NY)		CNB Bancorp Inc. (NY)
FLAG Financial Corp. (GA)		First Capital Bancorp, Inc. (GA)
NewAlliance Bancshares Inc. (CT)		Cornerstone Bancorp Inc. (CT)
First Citizens Bancorp. (SC)		Summit Financial Corp. (SC)
Pacific Capital Bancorp (CA)		First Bancshares Inc. (CA)
Mercantile Bankshares Corp. (MD)		Community Bank of N. Virginia (VA)
Willow Grove Bncp Inc. (PA)		Chester Valley Bancorp Inc. (PA)
Fulton Financial Corp. (PA)		SVB Financial Services Inc. (NJ)

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		Earnings Per Share
		2005				2006				2007				2008				2009
Cavalry Standalone		$	1.07			$	1.18			$	1.35			$	1.56			$	1.79
Pro Forma			1.00				1.19				1.45				1.72				2.00
% Accretion — Dilution			(6.1	)%			1.5	%			7.4	%			10.1	%			11.5	%

		Book Value Per Share
		2005				2006				2007				2008				2009
Cavalry Standalone		$	8.23			$	9.06			$	10.02			$	11.13			$	12.40
Pro Forma			7.79				8.98				10.44				12.15				14.15
% Accretion — Dilution			(5.3	)%			(0.8	)%			4.2	%			9.2	%			14.1	%

		Tangible Book Value Per Share
		2005				2006				2007				2008				2009
Cavalry Standalone		$	7.96			$	8.81			$	9.78			$	10.90			$	12.19
Pro Forma			7.79				8.98				10.44				12.15				14.15
% Accretion — Dilution			(2.2	)%			2.0	%			6.7	%			11.5	%			16.1	%

		Dividends Per Share
		2005				2006				2007				2008				2009
Cavalry Standalone		$	0.31			$	0.34			$	0.39			$	0.45			$	0.52
Pro Forma			0.00				0.00				0.00				0.00				0.00
% Accretion — Dilution			(100.0	)%			(100.0	)%			(100.0	)%			(100.0	)%			(100.0	)%

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		Cavalry
		Contribution
		To Pinnacle
Total assets			40.9	%
Total net loans			44.8	%
Total deposits			43.9	%
Total tangible equity			47.2	%
Market Capitalization			40.0	%
Net income — estimated fiscal year 2005			49.7	%
Net income — estimated fiscal year 2006			45.4	%
Net income — estimated fiscal year 2007			42.4	%
Average Cavalry Contribution Percentage			44.3	%
Actual Cavalry Pro Forma Ownership			43.2	%

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	•	the number of shares of Pinnacle common stock subject to the new Pinnacle stock option will be equal to the product of the number of shares of Cavalry common stock subject to the Cavalry stock option and the Exchange Ratio (determined as described immediately above under the heading “— Merger Consideration”), rounded to the nearest whole share; and
	•	the exercise price per share of Pinnacle common stock subject to the new Pinnacle stock option will be equal to the exercise price per share of Cavalry common stock under the Cavalry stock option divided by the Exchange Ratio, rounded to the nearest cent.

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	•	approval of the merger agreement by Cavalry’s shareholders;
	•	approval of the merger agreement and the issuance of Pinnacle common stock in connection with the merger by Pinnacle’s shareholders;
	•	approval by The Nasdaq Stock Market of listing of the shares of Pinnacle common stock to be issued in the merger, subject to official notice of issuance;
	•	receipt of all required regulatory approvals and expiration of all related statutory waiting periods;
	•	effectiveness of the registration statement, of which this joint proxy statement/ prospectus constitutes a part, for the Pinnacle shares to be issued in the merger;
	•	absence of any order, injunction or decree of a court or agency of competent jurisdiction which prohibits completion of the merger;
	•	the receipt by each party of an opinion of counsel, dated the closing date of the merger, substantially to the effect that the merger will be treated as a reorganization under Section 368(a) of the Code and that no tax gain or loss will be recognized by Pinnacle, Cavalry or Cavalry shareholders (except for any income tax consequences to Cavalry shareholders arising in connection with cash payments for fractional shares);
	•	absence of any statute, rule, regulation, order, injunction or decree which prohibits or makes illegal completion of the merger;
	•	accuracy of the other party’s representations and warranties contained in the merger agreement, except, in the case of most of such representations and warranties, where the failure to be accurate would not be reasonably likely to have a material adverse effect on the party making the representations and warranties (see “— Representations and Warranties” immediately below), and the performance by the other party of its obligations contained in the merger agreement in all material respects;
	•	M. Terry Turner shall continue to be president and chief executive officer of Pinnacle National Bank;
	•	Pinnacle National Bank and Cavalry Banking shall have received all required regulatory approvals and shareholder and other approvals necessary to be merged; and
	•	there are no Cavalry regulatory agreements in effect that would have a material adverse effect on Pinnacle after the merger.

	•	corporate existence, good standing and qualification to conduct business;
	•	capital structure;
	•	due authorization, execution, delivery and enforceability of the merger agreement;
	•	absence of any violation of agreements or law or regulation as a result of the merger;

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	•	governmental and third party consents necessary to complete the merger;
	•	SEC, banking and other regulatory filings;
	•	financial statements;
	•	fees payable to financial advisors in connection with the merger;
	•	absence of material adverse changes;
	•	legal proceedings and regulatory actions;
	•	tax matters;
	•	employee matters;
	•	compliance with laws;
	•	contracts;
	•	agreements with regulatory agencies;
	•	interest rate risk management instruments;
	•	undisclosed liabilities;
	•	insurance coverage;
	•	environmental matters;
	•	state takeover laws;
	•	tax treatment as a reorganization;
	•	accuracy of information to be included in SEC filings and proxy statements;
	•	disclosure of internal controls and procedures; and
	•	receipt of fairness opinions.

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	•	conduct its business in the ordinary course;
	•	preserve its business organization, employees, and business relationships;
	•	retain the services of its key officers and key employees; and
	•	take no action to adversely affect or delay obtaining regulatory approval of the merger, performing the covenants under the merger agreement, or consummating the merger.

	•	adjust, split, combine or reclassify any shares of the party’s capital stock; (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of the party’s capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, except (1) with respect to Cavalry only, for regular quarterly cash dividends declared in 2005 at a rate not in excess of $0.08 per share of Cavalry common stock and payable in 2005, (2) dividends paid by or to any of the subsidiaries of the parties, and (3) the acceptance of shares of the party’s common stock as payment of the exercise price of stock options or for withholding taxes incurred in connection with the exercise of stock options, in accordance with past practice and the terms of the applicable award agreements); (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of the party’s capital stock; or (iv) issue any additional shares of capital stock except pursuant to the exercise of stock options outstanding as of the date of the merger agreement or issued thereafter if permitted;
	•	sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets that are material to the parties and their subsidiaries, taken as a whole, to any individual, corporation or other entity other than a subsidiary (or with respect to Cavalry only, cancel, release or assign any indebtedness that is material to Cavalry and its subsidiaries, taken as a whole, to any such person or any claims held by any such person that are material to Cavalry and its subsidiaries, taken as a whole, in each case) other than in the ordinary course of business consistent with past practice or pursuant to contracts in force at the date of the merger agreement or as otherwise consented to between the parties;
	•	knowingly take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;
	•	take any action or fail to take any action that is intended or may reasonably be expected to result in any of the party’s representations and warranties being or becoming untrue in any material respect, or in any conditions to the merger not being satisfied;
	•	change its methods of tax and financial accounting, subject to limited exceptions;
	•	take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any regulatory agency or governmental entity required for the transactions contemplated by the merger agreement; or
	•	agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by the preceding bullet points.

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	•	other than in the ordinary course of business consistent with past practice: (i) incur any indebtedness for borrowed money, or (ii) assume guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity;
	•	except for normal increases made in the ordinary course of business consistent with past practice, or as required by applicable law or an existing agreement, increase the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any officer, employee, or director of Cavalry;
	•	pay any pension or retirement allowance not required by any existing plan or agreement or by applicable law;
	•	pay any bonus;
	•	become a party to, amend or commit itself to, any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, other than as required by applicable law or an existing agreement;
	•	except as required under any existing plan, grant, or agreement, accelerate the vesting of, or the lapsing of restrictions with respect to, any Cavalry stock options;
	•	enter into any material new line of business or make any material change in its lending, investment, underwriting, risk and asset liability management or other banking and operating policies, except as required by applicable law, regulation or policies imposed by any governmental entity;
	•	make capital expenditures other than in the ordinary course of business consistent with past practice;
	•	amend its charter or bylaws, or otherwise take any action to exempt any person or entity (other than Pinnacle) or any action taken by any such person or entity from any takeover statute or similarly restrictive provisions of its organizational documents, or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties;
	•	restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported; or
	•	settle any material claim, action or proceeding, except in the ordinary course of business consistent with past practice.

	•	acquire or agree to acquire any business or any corporation, partnership, association or other business organization or division, or acquire any assets which would be material to the party, other than an acquisition if it would not reasonably be expected to have a material adverse effect on Pinnacle or materially delay completion of the merger, or in connection with foreclosures, settlements in lieu of foreclosures or troubled loan or debt restructurings in the ordinary course of business consistent with prudent banking practices;
	•	amend its charter, except to authorize additional common shares, or bylaws; or
	•	permit any director of Pinnacle to sell any shares of common stock, except for transfers to affiliated parties of such directors or gifts without consideration (a similar agreement has been made by the directors of Cavalry with respect to Cavalry common stock through the execution of affiliate agreements (see “PROPOSAL #1 FOR SHAREHOLDERS OF PINNACLE FINANCIAL PARTNERS, INC. AND CAVALRY BANCORP, INC.: THE PROPOSED MERGER — Restrictions on Resales by Affiliates” above)).

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	•	the board of directors of Cavalry receives the acquisition proposal prior to Cavalry’s shareholders meeting;
	•	the board of directors of Cavalry, after consultation with outside legal counsel, reasonably determines in good faith that the failure to engage in those discussions or provide information would cause it to violate its fiduciary duties under applicable law;
	•	the board of directors of Cavalry concludes in good faith that the acquisition proposal constitutes or is reasonably likely to result in a superior proposal (as described below);
	•	Cavalry enters into a confidentiality agreement with the person making the inquiry or proposal having terms that are no less restrictive to that person than those in the confidentiality agreement between Pinnacle and Cavalry; and

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	•	Cavalry notifies Pinnacle promptly, and in any event within 24 hours of Cavalry’s receipt of any acquisition proposal or any request for nonpublic information relating to Cavalry by any third party considering making, or that has made, an acquisition proposal, of the identity of the third party, the material terms and conditions of any inquiries, proposals or offers, and updates on the status of the terms of any proposals, offers, discussions or negotiations on a current basis.

	•	by mutual consent of Pinnacle and Cavalry;
	•	by either Pinnacle or Cavalry, if any request or application for a required regulatory approval is denied by the governmental entity which must grant such approval and such denial has become final and non-appealable, or a governmental entity has issued an order decree, or ruling to permanently prohibit the merger and such prohibition has become final and non-appealable, except that no party may so terminate the merger agreement if the denial is a result of the failure of such party to the merger agreement;
	•	by either Pinnacle or Cavalry, if any governmental entity of competent jurisdiction has issued a final non-appealable order enjoining or otherwise prohibiting the merger;
	•	by either Pinnacle or Cavalry, if the merger is not completed on or before March 31, 2006, unless the failure of the closing to occur by this date is due to the failure of the party seeking to terminate the merger agreement to comply with the merger agreement;
	•	by either Pinnacle or Cavalry, if any approval of the shareholders of Pinnacle or Cavalry required for completion of the merger has not been obtained upon a vote taken at a duly held meeting of shareholders or at any adjournment or postponement thereof provided the party seeking to terminate the merger agreement has complied with the requirements in the merger agreement to call a meeting of shareholders and recommend approval of the merger agreement;
	•	by either Pinnacle or Cavalry, if (1) the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement and (2) there has been a breach of any of the covenants, agreements, representations or warranties of the other party in the merger agreement, which breach is not cured within 30 days following written notice to the party committing the breach, or which breach, by its nature, cannot be cured prior to the closing date of the merger, and which breach, individually or together with all other breaches, would, if occurring or continuing on the closing date, result in the failure of the condition relating to the performance of obligations or breaches of representations or warranties described under “— Conditions to the Completion of the Merger” above;

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	•	by either Pinnacle or Cavalry, if (1) the board of directors of the other does not publicly recommend that its shareholders either approve the merger agreement, (2) after recommending that such shareholders approve the merger agreement, such board of directors has withdrawn, modified or amended such recommendation in any manner adverse to the other party, or (3) the other party materially breaches its obligations under the merger by reason of a failure to call a meeting of its shareholders or a failure to prepare and mail to its shareholders this document; or
	•	by Pinnacle, if the board of directors of Cavalry authorizes, recommends, proposes or publicly announces its intention to authorize, recommend or propose an acquisition proposal with any person other than Pinnacle.

	•	any termination will be without prejudice to the rights of any party arising out of the willful breach by the other party of any provision of the merger agreement; and
	•	designated provisions of the merger agreement, including the payment of fees and expenses, the confidential treatment of information and, if applicable, the termination fee described above, will survive the termination.

	•	If Pinnacle terminates the merger agreement because Cavalry authorized, recommended, proposed or publicly announced its intention to authorize, recommend or propose an Acquisition Transaction (as defined below) with any person other than Pinnacle or Cavalry must pay the full termination fee on the business day following the termination.
	•	If (1) the merger agreement is terminated by either party because the required shareholder vote of Cavalry was not obtained at Cavalry’s shareholders meeting and (2) a bona fide acquisition transaction with respect to Cavalry was publicly announced or otherwise communicated to the board of directors of Cavalry before its shareholders meeting, which we refer to as a public proposal, that has not been withdrawn, then Cavalry will owe Pinnacle one-third of the termination fee. If, within 12 months after this termination of the merger agreement, Cavalry enters into any definitive agreement with respect to, or consummates, any acquisition transaction, the remaining two-thirds of the termination fee will become payable to Pinnacle.
	•	If (1) the merger agreement is terminated by either party because the merger has not been completed by March 31, 2006, or by Pinnacle because of a material breach by Cavalry that causes a condition to the merger to not be satisfied, (2) a public proposal with respect to an acquisition transaction involving Cavalry was made and not withdrawn before the merger agreement was terminated and (3) after the announcement of the public proposal, Cavalry intentionally breached any of its representations, warranties, covenants or agreements and the breach materially contributed to the failure of the merger to become effective, then Cavalry will owe Pinnacle one-third of the termination fee. If, within 12 months after this termination of the merger agreement, Cavalry enters into any definitive agreement with respect to, or consummates, any acquisition transaction, the remaining two-thirds of the termination fee will become payable to Pinnacle.

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	•	the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of Cavalry;
	•	the acquisition by any person of direct or indirect beneficial ownership of 20% or more of the outstanding shares of voting stock of Cavalry; or
	•	a merger, consolidation, business combination, liquidation, dissolution or similar transaction involving Cavalry, other than a merger, business combination or similar transaction of Cavalry if (1) the shareholders of Cavalry immediately before the transaction own at least 60% of the voting stock of the entity surviving the transaction (or the parent of the surviving entity) immediately following the transaction and (2) as a result of the transaction no person or group owns or controls 20% or more of the voting stock of the surviving entity (or parent of the surviving entity) immediately following the transaction.

	•	extend the time for the performance of any of the obligations or other acts of the other party under the merger agreement;
	•	waive any inaccuracies in the other party’s representations and warranties contained in the merger agreement; and
	•	waive the other party’s compliance with any of its agreements contained in the merger agreement, or waive compliance with any conditions to its obligations to complete the merger.

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
Description of Common Stock:		Pinnacle is authorized to issue 40,000,000 shares of common stock, par value $1.00 per share.		Cavalry is authorized to issue 49,750,000 shares of common stock, with no par value.
Description of Preferred Stock:		Pinnacle’s charter authorizes the board of directors to issue 10,000,000 shares of preferred stock with no par value.		Cavalry’s charter authorizes the board of directors to issue 250,000 shares of preferred stock with no par value.
Special Meeting of Shareholders:		Under the TBCA, the board of directors, any person authorized by the charter or bylaws, or (unless the charter provides otherwise) the holders of at least 10% of the votes entitled to be cast may call a special meeting of shareholders.		Under the TBCA, the board of directors, any person authorized by the charter or bylaws, or (unless the charter provides otherwise) the holders of at least 10% of the votes entitled to be cast may call a special meeting of shareholders.
		Pinnacle’s bylaws allow for special meetings of the shareholders to be called at any time by its board of directors, its president, or by the holders of at least 25% of votes entitled to be cast at any special meeting, upon the delivery of a written request to its secretary. The request must describe the purpose(s) for the meeting. 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.		Special meetings of shareholders may be called at any time, but only by the board of directors or a committee of the board of directors that has been duly designated by the board of directors. The board of directors shall call a meeting if holders of at least a majority of all of the outstanding shares of Cavalry entitled to vote on any issue proposed to be considered at the proposed special meeting sign, date and deliver to Cavalry’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. The record date for the determination of shareholders entitled to make a meeting demand shall be established by the board of

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
				directors within a reasonable time of receiving such request.
Shareholder Rights Plan:		Pinnacle does not have a shareholder rights plan as a part of its charter, bylaws, or by separate agreement.		Cavalry has an anti-takeover provision contained in its charter. Article XII of the charter provides that should any person, as defined by the charter (which can include a group acting in concert), obtain beneficial ownership of 10% of any class of equity security of Cavalry without the prior approval by a two-thirds vote of the continuing directors, then such stock beneficially owned by that acquiring person shall only be entitled to cast one-hundredth (1/100th) of a vote.
				The board of directors or officers of Cavalry will not be deemed to be a group or person as defined in the charter simply by operation of the fact that they are officers and directors.
Control Share Acquisitions:		The Tennessee Control Share Acquisition Act generally provides that, except as stated below, “control shares” will not have any voting rights. Control shares are shares acquired by a person under certain circumstances which, when added to other shares owned, would give such person effective control over one-fifth or more, or a majority of all voting power (to the extent such acquired shares cause such person to exceed one-fifth or one-third of all voting power) in the election of Pinnacle’s directors. However, voting rights will be restored to control shares by resolution approved by the affirmative vote of the holders of a majority of Pinnacle’s voting stock, other than shares held by the owner of the control shares. If voting rights are granted to control shares which give the holder a majority of all voting power in the election of Pinnacle’s directors, then Pinnacle’s other shareholders may require Pinnacle to redeem their shares at fair value.		Same as Pinnacle
		The Tennessee Control Share Acquisition Act is not applicable to Pinnacle because the Pinnacle charter does not contain a specific provision

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
		“opting in” to the Control Share Acquisition Act.
Investor Protection Act:		The Tennessee Investor Protection Act (“TIPA”) provides that unless a Tennessee corporation’s board of directors has recommended a takeover offer to shareholders, no offeror beneficially owning 5% or more of any class of equity securities of the offeree company, any of which was purchased within the preceding year, may make a takeover offer for any class of equity security of the offeree company if after completion the offeror would be a beneficial owner of more than 10% of any class of outstanding equity securities of the company unless the offeror, before making such purchase: (i) makes a public announcement of his or her intention with respect to changing or influencing the management or control of the offeree company; (ii) makes a full, fair and effective disclosure of such intention to the person from whom he or she intends to acquire such securities; and (iii) files with the Tennessee Commissioner of Commerce and Insurance (the “Commissioner”) and the offeree company a statement signifying such intentions and containing such additional information as may be prescribed by the Commissioner.		Same as Pinnacle
		The offeror must provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by an offeree at any time within seven days from the date the offer has become effective following filing with the Commissioner and the offeree company and public announcement of the terms or after 60 days from the date the offer has become effective. If the takeover offer is for less than all the outstanding equity securities of any class, such an offer must also provide for acceptance of securities pro rata if the number of securities tendered is greater than the number the offeror has offered to accept and pay for. If such an offeror varies the terms of the takeover offer before its expiration date by increasing the consideration offered to offerees, the

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
		offeror must pay the increased consideration for all equity securities accepted, whether accepted before or after the variation in the terms of the offer.
		The TIPA does not apply to Pinnacle, as it does not apply to bank holding companies subject to regulation by a federal agency and does not apply to any offer involving a vote by holders of equity securities of the offeree company.
Business Combinations Involving Interested Shareholders:		The Tennessee Business Combination Act generally prohibits a “business combination” by Pinnacle or a subsidiary with an “interested shareholder” within five years after the shareholder becomes an interested shareholder. Pinnacle or a subsidiary can, however, enter into a business combination within that period if, before the interested shareholder became such, Pinnacle’s board of directors approved the business combination or the transaction in which the interested shareholder became an interested shareholder. After that five-year moratorium, the business combination with the interested shareholder can be consummated only if it satisfies certain fair price criteria or is approved by2/3 of the other shareholders.		Cavalry is also subject to the Tennessee Business Combination Act. Additionally, Cavalry’s charter provides that at least 80% of the shares entitled to vote and a majority of those shares not owned by a related person, as defined in the charter, must approve any business combination with a related person.
		For purposes of the Tennessee Business Combination Act, a “business combination” includes mergers, share exchanges, sales and leases of assets, issuances of securities, and similar transactions. An “interested shareholder” is generally any person or entity that beneficially owns 10% or more of the voting power of any outstanding class or series of Pinnacle stock.
		Pinnacle’s charter does not have special requirements for transactions with interested parties; however, all business combinations, as defined above, must be approved by two thirds (2/3) of the directors and a majority of the shares entitled to vote or a majority of the

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
		directors and two thirds (2/3) of the shares entitled to vote.
Greenmail Act:		The Tennessee Greenmail Act applies to a Tennessee corporation that has a class of voting stock registered or traded on a national securities exchange or registered with the SEC pursuant to Section 12(g) of the Exchange Act. Under the Tennessee Greenmail Act, Pinnacle may not purchase any of its shares at a price above the market value of such shares from any person who holds more than 3% of the class of securities to be purchased if such person has held such shares for less than two years, unless the purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by Pinnacle or Pinnacle makes an offer, of at least equal value per share, to all shareholders of such class.		Same as Pinnacle
Election and Size of Board of Directors:		The board of directors must not consist of less than five (5) nor more than twenty-five (25) members. The number 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.		The number of directors of the Cavalry must not be fewer than five or more than fifteen (exclusive of directors, if any, to be elected by holders of preferred stock of the Cavalry, voting separately as a class). No action may be taken to decrease or increase the number of directors unless at least two- thirds of the directors then in office concurs in said action.
		The board of directors is divided into three (3) classes, Class I, Class II and Class III, which are nearly equal in number as possible. Each Class of director serves a three (3) year term. No person over the age of seventy (70) is eligible for election.		The board of directors of Cavalry is divided into three classes as nearly equal in number as possible. The classes are designated Class I, Class II and Class III. Each director is elected for a term of three (3) years.
		Presently, Pinnacle’s board of directors consists of 10 members. After the merger, Pinnacle’s board of directors will have 13 members.		A director whose term expires at any annual meeting continues to serve until such time as his successor shall have been duly elected and shall have qualified unless his position on the board of directors has been abolished.
				No decrease in the number of directors has the effect of shortening the term of any incumbent director.

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
				Presently, Cavalry’s board of directors consists of 8 members.
Vacancies on the Board of Directors:		The TBCA provides that vacancies on the board of directors may be filled by the shareholders or directors, unless the charter provides otherwise.		The TBCA provides that vacancies on the board of directors may be filled by the shareholders or directors, unless the charter provides otherwise.
		Pinnacle’s bylaws provide that 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.		Cavalry’s bylaws provide vacancies in the board of directors, however caused, and newly created directorships are filled only by a vote of at least two- thirds (2/3) of the directors then in office, whether or not a quorum, and any director so chosen holds office for a term expiring at the next meeting of shareholders at which directors are elected.
Removal of Directors:		The TBCA provides that shareholders may remove directors with or without cause unless the charter provides that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group.		The TBCA provides that shareholders may remove directors with or without cause unless the charter provides that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group.
		Pinnacle’s bylaws provide that a director may be removed with cause by a majority of the shares entitled to vote or upon the affirmative vote of 2/3 of all directors then in office or without cause by a vote of two-thirds (2/3) of the shares entitled to vote.		Cavalry’s charter provides that a director may be removed by shareholders only for cause by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock and at a meeting called for such purpose.
Indemnification:		The Pinnacle bylaws provide that Pinnacle shall have the power to indemnify any director or officer of the corporation to the fullest extent permitted by the TBCA as it exists on the date the bylaws were adopted or as it may be hereafter amended. Pinnacle may also indemnify and advance expenses to any employee or agent of Pinnacle who is not a director or officer to the same extent as to a director or officer if the board of directors determines that to do so is in the best interests of Pinnacle.		Same as Pinnacle, except changes to this provision are prospective.

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
Personal Liability of Directors:		Pinnacle’s charter provides that, to the fullest extent permitted by the TBCA, a director of Pinnacle shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. The TBCA provides that a corporation may not indemnify a director for liability 1) for any breach of the director’s duty of loyalty to the corporation or its shareholders; 2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or 3) under Sec. 48-18-304 of the TBCA (with respect to the unlawful payment of dividends), as the same exists or hereafter may be amended.		Same as Pinnacle. Additionally, any modification to this provision requires an affirmative vote of either two-thirds (2/3) of the directors in office or two- thirds (2/3) of the shares entitled to vote. All modifications to this provision are prospective.
Dissenters’ Rights:		The TBCA provides that a shareholder of a corporation is generally entitled to receive payment of the fair value of his or her stock if the shareholder dissents from transactions including a proposed merger, share exchange or a sale of substantially all of the assets of the corporation. However, dissenters’ rights generally are not available to holders of shares, such as shares of Pinnacle common stock, that are registered on a national securities exchange or quoted on a national market security system.		Same as Pinnacle
Votes on Extraordinary Corporate Transactions:		Under the TBCA, a sale or other disposition of all or substantially all of the corporation’s assets, a merger of the corporation with and into another corporation, or a share exchange involving one or more classes or series of the corporation’s shares or a dissolution of the corporation must be approved by the board of directors (except in certain limited circumstances) plus, with certain exceptions, the affirmative vote of the holders of a majority of all shares of stock entitled to vote thereon.		Under the TBCA, a sale or other disposition of all or substantially all of the corporation’s assets, a merger of the corporation with and into another corporation, or a share exchange involving one or more classes or series of the corporation’s shares or a dissolution of the corporation must be approved by the board of directors (except in certain limited circumstances) plus, with certain exceptions, the affirmative vote of the holders of a majority of all shares of stock entitled to vote thereon.
		Pinnacle’s charter requires that all extraordinary corporate transactions must be approved by two thirds (2/3) of the directors and a majority of the shares entitled to vote or a majority of		Cavalry’s charter provides that at least 80% of the shares entitled to vote and a majority of those shares not owned by a related person, as defined in the charter, must approve any extraordinary

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
		the directors and two thirds (2/3) of the shares entitled to vote.		corporate transaction. However, such supermajority provision is not applicable to the merger with Pinnacle because it was approved by more than two-thirds of Cavalry’s directors in accordance with Cavalry’s charter.
Consideration of Other Constituencies:		The TBCA provides that no corporation (nor its officers or directors) registered or traded on a national securities exchange or registered with the SEC shall be held liable for either having failed to approve the acquisition of shares by an interested shareholder on or before such interested shareholder’s share acquisition date, or for opposing any proposed merger, exchange, tender offer or significant disposition of the assets of the corporation or any of its subsidiaries because of a good faith belief that such merger, exchange, tender offer or significant disposition of assets would adversely affect the corporation’s employees, customers, suppliers, the communities in which such corporation or its subsidiaries operate or are located or any other relevant factor if such factors are permitted to be considered by the board of directors under the charter for such corporation in connection with a merger, exchange, tender offer or significant disposition of assets.		Same as Pinnacle
		Pinnacle’s charter discusses the criteria used for evaluating a business combination and thus opts into the protections provided by Tennessee Business Combination Act.
Amendment of Charter:		The TBCA provides that certain relatively technical amendments to a corporation’s charter may be adopted by the directors without shareholder action. Generally, the TBCA provides that a corporation’s charter may be amended by a majority of votes entitled to be cast on an amendment, subject to any condition the board of directors may place on its submission of the amendment to the shareholders.		The TBCA provides that certain relatively technical amendments to a corporation’s charter may be adopted by the directors without shareholder action. Generally, the TBCA provides that a corporation’s charter may be amended by a majority of votes entitled to be cast on an amendment, subject to any condition the board of directors may place on its submission of the amendment to the shareholders.
		Pinnacle’s charter contains no other specific provisions.		In addition, the provisions set forth in Articles VI, VII, VIII, IX, X, XI, XII, XIII, XIV, XVII and XVIII of Cavalry’s charter may only be modified

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		Pinnacle Shareholder Rights		Cavalry Shareholder Rights
				by an affirmative vote of eighty (80) percent of the shares entitled to vote. The vote must take place at a shareholders meeting called for that purpose.
				However, these provisions may be changed by a simple majority of shares entitled to vote if the modification is first approved by a majority of the continuing directors.
Amendment of Bylaws:		Under the TBCA, shareholder action is generally not necessary to amend the bylaws, unless the charter provides otherwise or the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. The shareholders may amend or repeal Pinnacle’s bylaws even though the bylaws may also be amended or repealed by its board of directors. Pinnacle’s bylaws 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. 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 must be given in the notice of meeting. The shareholders may provide by resolution that any bylaw provision modified by them may not be modified by the board. 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.		Under the TBCA, shareholder action is generally not necessary to amend the bylaws, unless the charter provides otherwise or the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. The shareholders may amend or repeal Cavalry’s bylaws even though the bylaws may also be amended or repealed by its board of directors. Cavalry’s bylaws may be modified by the shareholders of Cavalry by vote of at least 80% of the outstanding shares of capital stock of Cavalry entitled to vote generally in the election of directors cast at a meeting of the shareholders called for that purpose. The directors may modify the bylaws, except the provision requiring 80% shareholder approval, by a majority vote of the directors currently then serving on the board.

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• Mutual Funds		• Fixed Annuities
• Variable Annuities		• Stocks
• Money Market Instruments		• Financial Planning
• Treasury Securities		• Asset Management Accounts
• Bonds		• Listed Option

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	•	directors and executive officers,
	•	executive compensation,
	•	principal shareholders,
	•	certain relationships and related transactions, and
	•	other related matters concerning Pinnacle

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	•	directors and executive officers,
	•	executive compensation,
	•	principal shareholders,
	•	certain relationships and related transactions, and
	•	other related matters concerning Cavalry

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	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
	•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;
	•	Current Reports on Form 8-K filed on January 19, 2005, February 22, 2005, March 8, 2005, April 19, 2005 (2 reports), July 20, 2005, August 2, 2005, September 15, 2005, October 3, 2005, October 19, 2005 and November 2, 2005; and
	•	The description of Pinnacle’s common stock contained in its Registration Statement on Form 8-A/12G, filed with the SEC on August 3, 2000 (File No. 000-31225).

	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
	•	Amendment No. 1 to Annual Report on Form 10-K/ A for the fiscal year ended December 31, 2004;
	•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005; and
	•	Current Reports on Form 8-K filed on January 28, 2005, February 28, 2005, March 8, 2005, April 18, 2005, July 29, 2005, October 4, 2005 and October 18, 2005.

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			Page
ARTICLE I.  THE MERGER			A-1
	1.1  The Merger		A-1
	1.2  Effective Time		A-1
	1.3  Effects of the Merger		A-1
	1.4  Conversion of CAVB Common Stock		A-2
	1.5  PNFP Capital Stock		A-2
	1.6  Options and Other Stock-Based Awards		A-2
	1.7  Charter		A-3
	1.8  Bylaws		A-3
	1.9  Tax Consequences		A-3
	1.10 Certain Post-Closing Matters		A-3
	1.11 Headquarters of Surviving Corporation		A-4
ARTICLE II.  DELIVERY OF MERGER CONSIDERATION			A-4
	2.1  Deposit of Merger Consideration		A-4
	2.2  Delivery of Merger Consideration		A-4
ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF PNFP			A-5
	3.1  Corporate Organization		A-6
	3.2  Capitalization		A-7
	3.3  Authority; No Violation		A-7
	3.4  Consents and Approvals		A-8
	3.5  Reports		A-9
	3.6  Financial Statements		A-9
	3.7  Broker’s Fees		A-9
	3.8  Absence of Certain Changes or Events		A-9
	3.9  Legal Proceedings		A-10
	3.10 Taxes and Tax Returns		A-10
	3.11 Employees		A-10
	3.12 SEC Reports		A-11
	3.13 Compliance with Applicable Law		A-12
	3.14 Certain Contracts		A-12
	3.15 Agreements with Regulatory Agencies		A-13
	3.16 Interest Rate Risk Management Instruments		A-13
	3.17 Undisclosed Liabilities		A-13
	3.18 Insurance		A-13
	3.19 Environmental Liability		A-13
	3.20 State Takeover Laws		A-14
	3.21 Reorganization		A-14
	3.22 Information Supplied		A-14
	3.23 Internal Controls		A-14
	3.24 Opinion of PNFP Financial Advisor		A-14

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			Page
ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF CAVB			A-15
	4.1  Corporate Organization		A-15
	4.2  Capitalization		A-15
	4.3  Authority; No Violation		A-16
	4.4  Consents and Approvals		A-17
	4.5  Reports		A-17
	4.6  Financial Statements		A-17
	4.7  Broker’s Fees		A-18
	4.8  Absence of Certain Changes or Events		A-18
	4.9  Legal Proceedings		A-18
	4.10 Taxes and Tax Returns		A-18
	4.11 Employees		A-19
	4.12 SEC Reports		A-20
	4.13 Compliance with Applicable Law		A-20
	4.14 Certain Contracts		A-20
	4.15 Agreements with Regulatory Agencies		A-21
	4.16 Interest Rate Risk Management Instruments		A-21
	4.17 Undisclosed Liabilities		A-21
	4.18 Insurance		A-21
	4.19 Environmental Liability		A-22
	4.20 State Takeover Laws		A-22
	4.21 Reorganization		A-22
	4.22 Information Supplied		A-22
	4.23 Internal Controls		A-22
	4.24 Opinion of CAVB Financial Advisor		A-23
ARTICLE V.  COVENANTS RELATING TO CONDUCT OF BUSINESS			A-23
	5.1  Conduct of Businesses Prior to the Effective Time		A-23
	5.2  CAVB Forbearances		A-23
	5.3  PNFP Forbearances		A-25
ARTICLE VI.  ADDITIONAL AGREEMENTS			A-26
	6.1  Regulatory Matters		A-26
	6.2  Access to Information		A-27
	6.3  Shareholders’ Approvals		A-28
	6.4  Legal Conditions to Merger		A-28
	6.5  Affiliates		A-28
	6.6  Stock Quotation or Listing		A-28
	6.7  Employee Benefit Plans; Existing Agreements		A-28
	6.8  Indemnification; Directors’ and Officers’ Insurance		A-29
	6.9  Additional Agreements		A-30
	6.10 Advice of Changes		A-30
	6.11 Exemption from Liability Under Section 16(b)		A-30
	6.12 Acquisition Proposals		A-31
	6.13 Bank Merger		A-32

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			Page
ARTICLE VII.  CONDITIONS PRECEDENT			A-32
	7.1  Conditions to Each Party’s Obligation To Effect the Merger		A-32
	7.2  Conditions to Obligations of CAVB		A-33
	7.3  Conditions to Obligations of PNFP		A-34
ARTICLE VIII.  TERMINATION AND AMENDMENT			A-34
	8.1  Termination		A-34
	8.2  Effect of Termination		A-35
	8.3  Termination Fee		A-35
	8.4  Amendment		A-36
	8.5  Extension; Waiver		A-36
ARTICLE IX.  GENERAL PROVISIONS			A-37
	9.1  Closing		A-37
	9.2  Standard		A-37
	9.3  Nonsurvival of Representations, Warranties and Agreements		A-37
	9.4  Expenses		A-37
	9.5  Notices		A-37
	9.6  Interpretation		A-38
	9.7  Counterparts		A-38
	9.8  Entire Agreement		A-38
	9.9  Governing Law		A-38
	9.10 Publicity		A-38
	9.11 Assignment; Third Party Beneficiaries		A-38
EXHIBIT 6.5  CAVALRY BANCORP AFFILIATE AGREEMENT			A-40

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	(a) Subject to Section 2.2(e), each share of the common stock, no par value per share, of CAVB (the “CAVB Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of CAVB Common Stock owned by CAVB or PNFP (other than shares of CAVB Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary capacity, that are beneficially owned by third parties (any such shares held in a fiduciary capacity by CAVB or PNFP, as the case may be, being referred to herein as “Trust Account Shares”)) or shares of CAVB Common Stock held on account of a debt previously contracted (“DPC Shares”), shall be converted into the right to receive 0.95 shares (the “Exchange Ratio”) of the common stock, $1.00 par value per share, of PNFP (the “PNFP Common Stock”) (the “Merger Consideration”).
	(b) All of the shares of CAVB Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of CAVB Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive (i) a certificate representing the number of whole shares of PNFP Common Stock (defined below), and (ii) cash in lieu of fractional shares, into which the shares of CAVB Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.2(e). Certificates previously representing shares of CAVB Common Stock shall be exchanged for certificates representing whole shares of PNFP Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2, without any interest thereon. If, prior to the Effective Time, the outstanding shares of PNFP Common Stock or CAVB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Exchange Ratio per share payable pursuant to this Agreement.
	(c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of CAVB Capital Stock (as defined below) that are owned by CAVB or PNFP (other than Trust Account Shares and DPC Shares) shall be cancelled and shall cease to exist, and no Merger Consideration shall be delivered in exchange therefor.

	(i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and

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	(ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent.

(b) PNFP has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Common Stock subject to the Assumed Stock Options and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

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	(a) other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short-term indebtedness and indebtedness of CAVB or any of its wholly-owned Subsidiaries to CAVB or any of its Subsidiaries), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity (it being understood and agreed that incurrence of indebtedness in the ordinary course of business consistent with past practice shall include the creation of deposit liabilities, purchases of Federal funds, sales of certificates of deposit and entering into repurchase agreements);
	(b) (i) adjust, split, combine or reclassify any shares of its capital stock; (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (A) for regular quarterly cash dividends declared in 2005 at a rate not in excess of $0.08 per share of CAVB Common Stock and payable in 2005, (B) dividends paid by any of the Subsidiaries of CAVB to CAVB or to any of its wholly-owned Subsidiaries, and (C) the acceptance of shares of CAVB’s Common Stock as payment of the exercise price of stock options or for withholding taxes incurred in connection with the exercise of CAVB’s Stock Options, in accordance with past practice and the terms of the applicable award agreements); (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; or (iv) issue any additional shares of capital

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	stock except pursuant to the exercise of CAVB Stock Options outstanding as of the date of this Agreement or issued thereafter in compliance with this Agreement;
	(c) (i) except for normal increases made in the ordinary course of business consistent with past practice, or as required by applicable law or an existing agreement, increase the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any officer, employee, or director of CAVB, (ii) pay any pension or retirement allowance not required by any existing plan or agreement or by applicable law, (iii) pay any bonus, (iv) become a party to, amend or commit itself to, any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment agreement with or for the benefit of any employee, other than in the ordinary course of business consistent with past practice or as required by applicable law or any existing agreement, or (v) except as provided under any existing plan, grant, or agreement, accelerate the vesting of, or the lapsing of restrictions with respect to, any CAVB Stock Options;
	(d) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets that are material to CAVB and its Subsidiaries, taken as a whole, to any individual, corporation or other entity other than a Subsidiary or cancel, release or assign any indebtedness that is material to CAVB and its Subsidiaries, taken as a whole, to any such person or any claims held by any such person that are material to CAVB and its Subsidiaries, taken as a whole, in each case other than in the ordinary course of business consistent with past practice or pursuant to contracts in force at the date of this Agreement;
	(e) enter into any new line of business that is material to CAVB and its Subsidiaries, taken as a whole, or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies that are material to CAVB and its Subsidiaries, taken as a whole, except as required by applicable law, regulation or policies imposed by any Governmental Entity;
	(f) except for transactions made in the ordinary course of business consistent with past practice, make any material capital expenditure either by purchase or sale of fixed assets, property transfers, or purchase or sale of any property or assets of any other individual, corporation or other entity;
	(g) knowingly take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;
	(h) amend its charter or bylaws, or otherwise take any action to exempt any person or entity (other than PNFP or its Subsidiaries) or any action taken by any person or entity from any takeover statute or similarly restrictive provisions of its organizational documents or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties;
	(i) other than in prior consultation with PNFP, restructure or materially change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported;
	(j) settle any material claim, action or proceeding, except in the ordinary course of business consistent with past practice;
	(k) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law;
	(l) implement or adopt any change in its tax accounting or financial accounting principles, practices or methods, other than as may be required by applicable law or regulation, GAAP or regulatory guidelines;

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	(m) take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the transactions contemplated by this Agreement; or
	(n) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.2.

	(a) (i) adjust, split, combine or reclassify any shares of its capital stock; (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock except (A) dividends paid by any of the Subsidiaries of PNFP to PNFP or to any of its wholly-owned Subsidiaries, (B) the acceptance of shares of PNFP’s Common Stock as payment of the exercise price of stock options or for withholding taxes incurred in connection with the exercise of PNFP’s Stock Options, or the vesting of PNFP stock-based awards, in accordance with the terms of applicable award agreements, or (C) the acceptance of shares of PNFP Common Stock upon forfeiture of any restricted shares pursuant to an award of restricted shares under any PNFP Stock Plan; (iii) grant any stock appreciation rights or grant any individual, corporation or other entity any right to acquire any shares of its capital stock, other than grants to employees of PNFP made in the ordinary course of business consistent with past practices under the PNFP Stock Plan; or (iv) issue any additional shares of its capital stock except pursuant to the exercise of PNFP Stock Options outstanding as of the date of this Agreement or issued thereafter in compliance with this Agreement;
	(b) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets that are material to PNFP and its Subsidiaries, taken as a whole, to any individual, corporation or other entity other than a Subsidiary other than in the ordinary course of business consistent with past practice or pursuant to contracts in force at the date of this Agreement;
	(c) acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof or otherwise acquire any assets, which would be material, individually or in the aggregate, to PNFP, other than (i) any such acquisition that would not reasonably be expected to have a Material Adverse Effect on PNFP, or materially delay completion of the transactions contemplated hereby or have any effect specified in Section 5.3(f) or (ii) in connection with foreclosures, settlements in lieu of foreclosure or troubled loan or debt restructurings in the ordinary course of business consistent with prudent banking practices;
	(d) knowingly take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code;
	(e) amend its charter (except to authorize additional Common Shares) or bylaws;
	(f) take any action that is intended or is reasonably likely to result in any of its representations or warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Merger set forth in Article VII not being satisfied or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable law;

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	(g) implement or adopt any change in its tax accounting or financial accounting principles, practices or methods, other than as may be required by applicable law or regulation, GAAP or regulatory guidelines;
	(h) take any action that would materially impede or delay the ability of the parties to obtain any necessary approvals of any Regulatory Agency or Governmental Entity required for the transactions contemplated by this Agreement; or
	(i) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.3; or
	(j) permit any director of PNFP to sell any shares of PNFP Common Stock, except for transfers to affiliated parties of such directors or gifts without consideration.

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	(i) CAVB shall notify PNFP promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any request for nonpublic information relating to CAVB or any of its Subsidiaries by any person that informs CAVB or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal, or any inquiry from any person seeking to have discussions or negotiations with such party relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the person making the Acquisition Proposal, inquiry or request and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). CAVB shall also promptly, and in any event within 24 hours, notify PNFP, orally and in writing, if it enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any person in accordance with this Section 6.12(b) and keep PNFP informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto.
	(ii) Nothing contained in this Section 6.14 shall prohibit CAVB or its Subsidiaries from taking and disclosing to its shareholders a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement.

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	(a) Shareholder Approval. This Agreement shall have been adopted by the respective requisite affirmative votes of the holders of PNFP Common Stock and CAVB Common Stock entitled to vote thereon.

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	(b) Listing or Quotation. The shares of PNFP Common Stock which shall be issued to the shareholders of CAVB upon consummation of the Merger shall have been qualified for quotation on the NASDAQ National Market, subject to official notice of issuance.
	(c) Regulatory Approvals. All regulatory approvals set forth in Section 3.4 and Section 4.4 required to consummate the transactions contemplated by this Agreement, including the Merger, shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals and the expiration of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).
	(d) Form S-4. The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.
	(e) No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, materially restricts or makes illegal consummation of the Merger.
	(f) Federal Tax Opinion. The parties hereto shall have received the opinion of counsel, in form and substance reasonably satisfactory to PNFP and CAVB and their respective counsel, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in each such opinion which are consistent with the state of facts existing at the Effective Time:

	(i) The Merger will constitute a reorganization under Section 368(a) of the Code, and PNFP and CAVB will each be a party to the reorganization;
	(ii) No gain or loss will be recognized by PNFP or CAVB as a result of the Merger; and
	(iii) No gain or loss will be recognized by shareholders of CAVB who exchange their CAVB Common Stock solely for PNFP Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in PNFP Common Stock).

	(a) Representations and Warranties. Subject to the standard set forth in Section 9.2, the representations and warranties of PNFP set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); and CAVB shall have received a certificate signed on behalf of PNFP by the Chief Executive Officer and the Chief Financial Officer of PNFP to the foregoing effect.
	(b) Performance of Obligations of PNFP. PNFP shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and CAVB shall have received a certificate signed on behalf of PNFP by the Chief Executive Officer and the Chief Financial Officer of PNFP to such effect.
	(c) Terry Turner. M. Terry Turner shall continue to be President and CEO of Pinnacle National Bank, a Subsidiary of PNFP.

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	(a) Representations and Warranties. Subject to the standard set forth in Section 9.2., the representations and warranties of CAVB set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); and PNFP shall have received a certificate signed on behalf of CAVB by the Chief Executive Officer and the Chief Financial Officer of CAVB to the foregoing effect.
	(b) Performance of Obligations of CAVB. CAVB shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and PNFP shall have received a certificate signed on behalf of CAVB by the Chief Executive Officer and the Chief Financial Officer of CAVB to such effect.
	(c) Bank Merger. The bank Subsidiaries of PNFP and CAVB shall have received all Requisite Regulatory Approval and shareholder and other approvals necessary to be merged together.
	(d) Regulatory Agreement. There are no CAVB Regulatory Agreements in effect that would have a Material Adverse Effect on PNFP after the Effective Time.

	(a) by mutual consent of PNFP and CAVB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its respective entire Board of Directors;
	(b) by either the Board of Directors of PNFP or the Board of Directors of CAVB, upon written notice to the other party, if a Governmental Entity that must provide PNFP or CAVB with a Requisite Regulatory Approval has denied approval of the Merger and such denial has become final and non-appealable; or any Governmental Entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger, and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to comply with any provision of this Agreement has been the cause of, or resulted in, such action;
	(c) by either the Board of Directors of PNFP or the Board of Directors of CAVB, upon written notice to the other party, if the Merger shall not have been consummated on or before March 31, 2006; provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any party whose failure to comply with any provision of this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date;
	(d) by either CAVB or PNFP (provided that the party terminating shall not be in material breach of any of its obligations under Section 6.3) if any approval of the shareholders of CAVB or PNFP required for the consummation of the Merger shall not have been obtained upon a vote taken thereon at a duly held meeting of such shareholders or at any adjournment or postponement thereof;
	(e) by either PNFP or CAVB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the representations or warranties set forth in this Agreement by the other party, which breach is not cured within thirty days following written notice to the party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing;

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	provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 8.1(e) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation not to consummate the transactions contemplated hereby under Section 7.2(a) (in the case of a breach of a representation or warranty by PNFP) or Section 7.3(a) (in the case of a breach of a representation or warranty by CAVB);
	(f) by either PNFP or CAVB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements set forth in this Agreement on the part of the other party, which breach shall not have been cured within thirty days following receipt by the breaching party of written notice of such breach from the other party hereto, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 8.1(f) unless the breach of covenant, together with all other such breaches, would entitle the party entitled to the benefit of such covenant not to consummate the transactions contemplated hereby under Section 7.2(b) (in the case of a breach of covenant by PNFP) or Section 7.3(b) (in the case of a breach of covenant by CAVB); or
	(g) by either PNFP or CAVB, if (i) the Board of Directors of the other does not publicly recommend in the Joint Proxy Statement that its shareholders approve and adopt this Agreement, (ii) after recommending in the Joint Proxy Statement that such shareholders approve and adopt this Agreement, such Board of Directors shall have withdrawn, modified or amended such recommendation in any manner adverse to the other party, or (iii) the other party materially breaches its obligations under this Agreement by reason of a failure to call a meeting of its shareholders or a failure to prepare and mail to its shareholders the Joint Proxy Statement/ Prospectus in accordance with Sections 6.1 and 6.3.
	(h) by PNFP, if the Board of Directors of CAVB has authorized, recommended, proposed or publicly announced its intention to authorize, recommend or propose any Acquisition Proposal, as defined below, with any person other than PNFP.

	(i) if PNFP shall terminate this Agreement pursuant to Section 8.1(h), then CAVB shall pay the Termination Fee on the business day following such termination;
	(ii) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required CAVB shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the CAVB Shareholders Meeting a bona fide Acquisition Transaction, as defined below, shall have been publicly announced or otherwise communicated to the Board of Directors of CAVB (a “Public Proposal”) that has not been withdrawn prior to such date, then CAVB shall pay one-third of the Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this Agreement, CAVB or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then CAVB shall pay the remaining two-thirds of the Termination Fee on the date of such execution or consummation; and

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(iii) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or PNFP shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to CAVB that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, CAVB shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then CAVB shall pay one-third of the Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, CAVB or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then CAVB shall pay the remaining two-thirds of the Termination Fee upon the date of such execution or consummation.

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Attest:		PINNACLE FINANCIAL PARTNERS, INC.:
/s/ Hugh M. Queener		By: /s/ M. Terry Turner
Secretary		Title: President and CEO
Attest:		CAVALRY BANCORP, INC.:
/s/ Ira B. Lewis, Jr.		By: /s/ Ed C. Loughry, Jr.
Secretary		Title: Chairman and CEO

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	(a) Authority; Affiliate Status. Stockholder has all requisite right, power, legal capacity and authority to execute and deliver this Affiliate Agreement and to perform its obligations hereunder. This Affiliate Agreement has been duly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms. Stockholder further understands and agrees that Stockholder may be deemed to be an “affiliate” of Cavalry within the meaning of the 1933 Act and, in particular, Rule 145 promulgated under the 1933 Act (“Rule 145”).
	(b) Cavalry Securities Owned. Attachment 1 hereto sets forth all shares of Cavalry capital stock and any other securities of Cavalry owned by Stockholder, including all securities of Cavalry as to which Stockholder has sole or shared voting or investment power, and all rights, options and warrants to acquire shares of capital stock or other securities of Cavalry granted to or held by Stockholder (such shares of Cavalry capital stock, other securities of Cavalry and rights, options and warrants to acquire shares of Cavalry capital stock and other securities of Cavalry are hereinafter collectively referred to as “Cavalry Securities”). As used herein, the term “Expiration Date” means the earliest to occur of (i) the closing, consummation and effectiveness of the Merger, or (ii) such time as the Merger Agreement may be terminated in accordance with its terms.
	(c) New Cavalry Securities. As used herein, the term “New Cavalry Securities” means, collectively, any and all shares of Cavalry Capital Stock, other securities of Cavalry, and rights, options and warrants to acquire shares of Cavalry Capital Stock and other securities of Cavalry that Stockholder may purchase or otherwise acquire any interest in (whether of record or beneficially), on

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	and after the Effective Date of this Affiliate Agreement and prior to the Expiration Date. All New Cavalry Securities will be subject to the terms of this Affiliate Agreement to the same extent and in the same manner as if they were Cavalry Securities.
	(d) Further Assurances. Stockholder agrees to execute and deliver any additional documents reasonably necessary or desirable, in the opinion of Pinnacle or Cavalry, to carry out the purposes and intent of this Affiliate Agreement.
	(e) Merger Securities. As used herein, the term “Merger Securities” means, collectively, all shares of Pinnacle Common Stock that are or may be issued by Pinnacle in connection with the Merger or the transactions contemplated by the Merger Agreements, or to any former holder of Cavalry options, warrants or rights to acquire shares of Cavalry Common Stock, and any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof.
	(f) Transfer Restrictions on Merger Securities. Stockholder has been advised that the issuance of the shares of Pinnacle Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement of Form S-4 under the 1933 Act, and that the provisions of Rule 145 will limit Stockholder’s resales of such Merger Securities. Stockholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Stockholder may acquire, unless: (i) such transaction is permitted pursuant to Rule 145(d) under the 1933 Act; or (ii) legal counsel representing Stockholder, which counsel is reasonably satisfactory to Pinnacle, shall have advised Pinnacle in a written opinion letter reasonably satisfactory to Pinnacle and Pinnacle’s legal counsel, and upon which Pinnacle and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, transfer, exchange, pledge or other disposition of Merger Securities by Stockholder; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (“SEC”) and been declared effective by the SEC under the 1933 Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder (sought by Stockholder or counsel to Stockholder, with a copy thereof and all other related communications delivered to Pinnacle and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Pinnacle any obligation to register any Merger Securities under the 1933 Act.
	(g) No Sale; Intent. Stockholder does not now have, and as of the Effective Time of the Merger will not have, any present plan or intention (a “Plan of Transfer”) to engage in a sale, exchange, transfer, distribution, pledge, disposition or any other transaction within one year following the consummation of the Merger which would result in a direct or indirect disposition (a “Sale”) of any of the shares of Pinnacle Common Stock (or other Merger Securities) that Stockholder may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof (“Derivative Securities”). Stockholder is not aware of, nor is Stockholder participating in, any Plan of Transfer to engage in Sales of shares of Pinnacle Common Stock (or other Merger Securities) to be issued in the Merger (including Derivative Securities). Stockholder agrees not to sell any Cavalry Securities or New Cavalry Securities prior to the Expiration Date, except for transfers to affiliated parties or gifts without consideration.

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	“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) UNDER SUCH ACT OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

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Pinnacle Financial Partners, Inc.		Cavalry Bancorp, Inc.
By:		By:
Title:		Title:
Stockholder
Name:

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Stockholders’ Address for Notice:
Number of Shares of Cavalry Common Stock owned as of the date of this Affiliate Agreement:
Number of Cavalry Options or Warrants for Common Stock owned as of the date of this Affiliate Agreement:

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	1.	reviewed the financial terms and conditions as stated in the Agreement;
	2.	reviewed the audited financial statements of Cavalry as of and for the years ended December 31, 2002, 2003 and 2004 and the unaudited financial statements for the periods ended March 31, 2005 and June 30, 2005;
	3.	reviewed Cavalry’s annual and quarterly reports filed on Form 10-K and 10-Q, respectively, for the periods ended December 31, 2002, 2003, and 2004, and March 31, 2005 and June 30, 2005;
	4.	reviewed other Cavalry financial and operating information requested from and/or provided by Cavalry;
	5.	reviewed certain other publicly available information on Cavalry; and
	6.	discussed with members of the senior management of the Company and Cavalry certain information relating to the aforementioned and any other matters which we have deemed relevant to our inquiry.

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	Very truly yours,
	RAYMOND JAMES & ASSOCIATES, INC.

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	(i)	reviewed the Agreement;
	(ii)	reviewed certain historical publicly available business and financial information concerning Cavalry and Pinnacle;
	(iii)	reviewed certain internal financial statements and other financial and operating data concerning Cavalry;

www.hovde.com
		1824 Jefferson Place, NW Washington, DC 20036 Telephone 202.775.8109 Facsimile 202.293.5287		1629 Colonial Parkway Inverness, IL 60067 Telephone 847.991.6622 Facsimile 847.991.5928		222 N. Sepulveda Boulevard #1306 El Segundo, CA 90245 Telephone 310.535.0030 Facsimile 310.535.9203		3908 S. Ocean Boulevard, Suite M122 Highland Beach, FL 33487 Telephone 561.279.7199 Facsimile 561.278.5856

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	(iv)	analyzed certain financial projections prepared by the managements of Cavalry and Pinnacle;
	(v)	held discussions with members of the senior managements of Cavalry and Pinnacle for the purpose of reviewing the future prospects of Cavalry and Pinnacle, including financial forecasts related to the respective businesses, earnings, assets, liabilities and the amount and timing of cost savings (the “Synergies”) expected to be achieved as a result of the Merger;
	(vi)	reviewed historical market prices and trading volumes of Pinnacle and Cavalry Common Stock;
	(vii)	reviewed the terms of recent merger and acquisition transactions, to the extent publicly available, involving banks, thrifts and bank and thrift holding companies that we considered relevant;
	(viii)	evaluated the pro forma ownership of Pinnacle’s Common Stock by Cavalry’s shareholders relative to the pro forma contribution of Cavalry’s assets, liabilities, equity and earnings to the combined company;
	(ix)	analyzed the pro forma impact of the Merger on the combined company’s earnings per share, consolidated capitalization and financial ratios; and
	(x)	performed such other analyses and considered such other factors as we have deemed appropriate.

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	Sincerely,
	/s/ Hovde Financial LLC
	HOVDE FINANCIAL LLC

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Item 20.	Indemnification of Directors and Officers.

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	•	a breach of the director’s duty of loyalty to the Registrant or its shareholders;
	•	an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; or
	•	any payment of a dividend or approval of a stock repurchase that is illegal under the Tennessee Business Corporation Act.

Item 21.	Exhibits and Financial Statement Schedules

Item 22.	Undertakings.

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	PINNACLE FINANCIAL PARTNERS, INC.

	By:	/s/ M. Terry Turner

	M. Terry Turner
	President and Chief Executive Officer

Signature				Title
*   Robert A. McCabe, Jr.				Chairman of the Board
/s/ M. Terry Turner   M. Terry Turner				President, Chief Executive Officer and Director (Principal Executive Officer)
*   Harold R. Carpenter				Chief Financial Officer (Principal Financial and Accounting Officer)
*   Sue R. Atkinson				Director
*   Gregory L. Burns				Director
*   Colleen Conway-Welch				Director
*   Clay T. Jackson				Director
*   John E. Maupin, Jr.				Director
*   Dale W. Polley				Director
*   James L. Shaub, II				Director
*   Reese L. Smith, III				Director

*	M. Terry Turner hereby signs this amendment on behalf of each of the indicated persons for whom he is attorney-in-fact on November 14, 2005.

By: /s/ M. Terry Turner   M. Terry Turner (Attorney-in-fact)

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Exhibit
No.				Description
	2.1			Agreement and Plan of Merger dated as of September 30, 2005 between Pinnacle Financial Partners, Inc. and Cavalry Bancorp, Inc. (incorporated by reference to Appendix A to the joint proxy statement/ prospectus that is Part I of this registration statement)
	3.1			Charter of Pinnacle Financial Partners, Inc. as amended and restated (incorporated by reference to Exhibit 3.1 in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005) (File No. 000-31225)
	3.2			Bylaws of Pinnacle Financial Partners, Inc. as amended and restated (incorporated by reference to Exhibit 3.2 in the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002) (File No. 000-31225)
	4.1			Specimen Common Stock Certificate (incorporated by reference to exhibit 4.1 in the Registrant’s Registration Statement on Form SB-2, as amended (File No. 333-38018))
	4.2			See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock
	5.1			Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz P.C., regarding the validity of the securities being registered (incorporated by reference to Exhibit 5.1 in the Registrant’s registration statement on Form S-4 (File No. 333-129076) filed October 17, 2005 (the “October 2005 S-4”))
	8.1			Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz P.C. regarding material federal income tax consequences relating to the merger
	8.2			Opinion of Bass, Berry & Sims PLC regarding material federal income tax consequences relating to the merger
	10.1			Employment Agreement dated September 30, 2005 by and among Pinnacle National Bank and Ed C. Loughry, Jr. (incorporated by reference to Exhibit 10.1 in the October 2005 S-4)
	10.2			Employment Agreement dated September 30, 2005 by and among Pinnacle National Bank and William S. Jones (incorporated by reference to Exhibit 10.2 in the October 2005 S-4)
	10.3			Consulting Agreement dated September 30, 2005 by and among Pinnacle National Bank and Ronald F. Knight (incorporated by reference to Exhibit 10.3 in the October 2005 S-4)
	21.1			Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 in the October 2005 S-4)
	23.1			Consent of Rayburn, Bates & Fitzgerald, P.C. (for Cavalry Bancorp, Inc.)
	23.2			Consent of KPMG LLP (for Pinnacle Financial Partners, Inc.)
	23.3			Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included in the opinions filed or incorporated by reference as Exhibits 5.1 and 8.1 to this Registration Statement)
	23.4			Consent of Bass, Berry & Sims PLC (included in the opinion filed as Exhibit 8.2 to this Registration Statement)
	24.1			Power of Attorney (included on signature page to the October 2005 S-4)
	99.1			Pinnacle Financial Partners, Inc. Proxy Card
	99.2			Cavalry Bancorp, Inc. Proxy Card
	99.3			Opinion of Raymond James & Associates, Inc. (attached as Appendix B to the joint proxy statement/ prospectus which is part of this registration statement)
	99.4			Consent of Raymond James & Associates, Inc. (incorporated by reference to Exhibit 99.4 in the October 2005 S-4)
	99.5			Opinion of Hovde Financial LLC (attached as Appendix C to the joint proxy statement/ prospectus which is part of this registration statement)
	99.6			Consent of Hovde Financial LLC (incorporated by reference to Exhibit 99.6 in the October 2005 S-4)

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