SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.     )

Filed by the registrant þ
Filed by a party other than the registrant o

Check the appropriate box:

o     Preliminary proxy statement
o     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ     Definitive proxy statement
o     Definitive additional materials
o     Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

PINNACLE FINANCIAL PARTNERS, INC.

(Name of Registrant as Specified in its Charter)

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PINNACLE FINANCIAL PARTNERS, INC.
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(615) 744-3700

March 14, 2008

Dear Shareholder:

          You are cordially invited to attend our annual meeting of shareholders, which will be held at Pinnacle Financial Partners’ main office located at 211 Commerce Street, Nashville, Tennessee 37201, on Tuesday, April 15, 2008, at 11:00 a.m., CDT. I sincerely hope that you will be able to attend the meeting and I look forward to seeing you.

          The attached notice of the annual meeting and proxy statement describes the formal business to be transacted at the meeting. We will also report on our operations for the year ended December 31, 2007 and the first quarter of 2008, as well as our plans for the future. Your attention is directed to the proxy statement accompanying this notice for a more complete statement regarding the matters proposed to be acted upon at the meeting.

          A copy of our annual report, which contains information on our operations and financial performance as well as our audited financial statements, is also included with this proxy statement.

          Please take this opportunity to become involved in the affairs of Pinnacle Financial Partners, Inc. Whether or not you expect to be present at the meeting, please mark, date, and sign the enclosed proxy card, and return it to us in the envelope provided as soon as possible. This will not prevent you from voting in person, but will help to secure a quorum and avoid added solicitation costs. If you decide later to attend the meeting, you may withdraw your proxy at any time and vote your shares in person.

		Sincerely,
		/s/ M. Terry Turner   M. Terry Turner
		President and Chief Executive Officer

PINNACLE FINANCIAL PARTNERS, INC.
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(615) 744-3700

* * * * * * * *

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 2008

* * * * * * * * *

     The annual meeting of shareholders of Pinnacle Financial Partners, Inc. (the “Company”) will be held on Tuesday, April 15, 2008, at 11:00 a.m., CDT at our main office located at 211 Commerce Street, Nashville, Tennessee 37201 for the following purposes:

	(1)		To elect two persons to serve as Class I directors for a two-year term and six persons to serve as Class II directors for a three-year term;
	(2)		To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008; and
	(3)		To transact any other business as may properly come before the meeting or any adjournments of the meeting.

     The Board of Directors has set the close of business on March 1, 2008, as the record date for determining the shareholders who are entitled to notice of, and to vote at, the meeting.

     We hope that you will be able to attend the meeting. We ask, however, whether or not you plan to attend the meeting that you mark, date, sign, and return the enclosed proxy card as soon as possible. Promptly returning your proxy card will help ensure the greatest number of shareholders are present whether in person or by proxy.

     If you attend the meeting in person, you may revoke your proxy at the meeting and vote your shares in person. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.

		By Order of the Board of Directors,
		/s/ Hugh M. Queener   Hugh M. Queener
		Corporate Secretary

Nashville, Tennessee
March 14, 2008

PINNACLE FINANCIAL PARTNERS, INC.
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(615) 744-3700

* * * * * * * * *

PROXY STATEMENT FOR 2008 ANNUAL MEETING

* * * * * * * * *

     The Board of Directors (the “Board”) of Pinnacle Financial Partners, Inc. (the “Company”) is furnishing this proxy statement in connection with its solicitation of proxies for use at the 2008 Annual Meeting of Shareholders (the “Meeting”) to be held at 11:00 a.m. CDT on Tuesday, April 15, 2008 at our main office located at 211 Commerce Street, Nashville, Tennessee 37201, and at any adjournments of the meeting. The enclosed proxy is solicited by the Board of Directors of the Company.

     The purposes of the Meeting are to elect two Class I directors, six Class II directors, to ratify the appointment of the Company’s independent registered public accounting firm and to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

     The close of business on March 1, 2008 is the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. We first mailed this proxy statement and the accompanying proxy card to shareholders on March 14, 2008.

     As of the close of business on the record date, the Company had 90,000,000 shares of common stock, $1.00 par value per share (the “Common Stock”) authorized, of which 22,420,317 shares were issued and outstanding and 10,000,000 shares of preferred stock, no par value (the “Preferred Stock”) authorized, of which no shares were issued and outstanding. Each issued and outstanding share of Common Stock is entitled to one vote on all matters presented at the meeting.

IMPORTANT MEETING AND VOTING INFORMATION

Proxy Voting Procedures

     If you properly sign, return and do not revoke your proxy, the persons appointed as proxies will vote your shares according to the instructions you have specified on the proxy card. If you sign and return your proxy card but do not specify how the persons appointed as proxies are to vote your shares, your proxy will be voted as follows:

	•		FOR the election of the director nominees;
	•		FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008; and
	•		In the best judgment of the persons appointed as proxies as to all other matters properly brought before the Meeting.

     If any nominee for election to the Board of Directors named in this proxy statement becomes unavailable for election for any reason, the proxy will be voted FOR a substitute nominee selected by the Board of Directors.

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     You can revoke your proxy at any time before it is voted by delivering to Mr. Hugh M. Queener, Corporate Secretary, Pinnacle Financial Partners, Inc., 211 Commerce Street, Suite 300, Nashville, Tennessee 37201, either a written revocation of the proxy or a duly executed proxy bearing a later date. You may also revoke your proxy by attending the Meeting and voting in person.

Shareholder Approval Requirements

     A quorum will be present at the meeting if at least 11,210,159 shares of Common Stock are represented in person or by valid proxy at the Meeting, which is a majority of the Company’s outstanding shares of Common Stock as of the record date. According to Tennessee law and the Company’s Amended and Restated Charter and Bylaws, the aggregate number of votes entitled to be cast by all shareholders present in person or represented by proxy at the Meeting, whether those shareholders vote “for,” “against” or “abstain” from voting, together with all broker non-votes will be counted for purposes of determining whether a quorum is present.

     Broker Proxies. Proxies that are returned to us where brokers have received instructions to vote on one or more proposals but do not vote on other proposal(s) are referred to as “broker non-votes” with respect to the proposal(s) not voted upon. Broker non-votes are included in determining the presence of a quorum.

     Vote Required to Elect Directors. The affirmative vote of a plurality of the votes cast by the shareholders entitled to vote at the Meeting is required for the election of directors. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted in determining whether there is a quorum. Therefore, so long as a quorum is present, withholding authority will have no effect on whether one or more directors is elected.

     The Company’s Board of Directors has adopted Corporate Governance Guidelines, as described in more detail below, which provide that, should an incumbent director receive more “Withhold Authority” votes than “For” votes, that director shall tender his or her resignation to the Chairman of the Company’s Board of Directors following the shareholder vote. Subsequently, the Company’s Nominating and Corporate Governance Committee shall consider the relevant facts and circumstances, including the factors that may have given rise to the resulting shareholder vote and the service and qualifications of the impacted director(s), and recommend to the Company’s Board of Directors within ninety days of the shareholder vote as to whether to accept or reject the resignation of the impacted director(s). The Company’s Board of Directors shall also consider the relevant facts and circumstances as to whether to accept or reject the Nominating and Corporate Governance Committee’s recommendation. Subsequently, the Company shall describe a full explanation of the above process and the decisions reached in a Form 8-K filing with the Securities and Exchange Commission. Any director who tenders his resignation pursuant to this provision shall not participate in any discussion or recommendation related to the above process.

     Vote Required to Ratify the Appointment of KPMG LLP and Other Matters. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2008 fiscal year and any matter other than that enumerated above that properly comes before the Meeting will also be approved if the number of shares of Common Stock voted in favor of the proposal exceeds the number of shares of Common Stock voted against it. A properly executed proxy marked “ABSTAIN” with respect to a proposal will not be voted on that proposal, although it will be counted in determining whether there is a quorum. Therefore, abstaining from voting on the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm and any other proposal that properly comes before the Meeting will have no effect on whether the proposal is approved so long as a quorum is present.

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Proxy Solicitation

     Although the Company does not currently plan to engage a proxy solicitation firm, the Company will pay the cost of proxy solicitation. Our directors, officers and employees may, without additional compensation, solicit proxies by personal interview, telephone, fax, or otherwise. We will direct brokerage firms or other custodians, nominees or fiduciaries to forward our proxy solicitation material to the beneficial owners of Common Stock held of record by these institutions and will reimburse them for the reasonable out-of-pocket expenses they incur in connection with this process.

Shareholder Proposals for Next Year’s Meeting

     In order for shareholder proposals for the 2009 Annual Meeting of Shareholders to be eligible for inclusion in the Company’s 2009 Proxy Statement, all such proposals must be mailed to Hugh M. Queener, Corporate Secretary, Pinnacle Financial Partners, Inc., 211 Commerce Street, Suite 300, Nashville, Tennessee 37201, and must be received no later than the close of business on November 14, 2008. After this date, a shareholder who intends to raise a proposal to be acted upon at the 2009 Annual Meeting of Shareholders, but who does not desire to include the proposal in the Company’s 2009 Proxy Statement, must inform the Company in writing no later than January 28, 2009. If notice is not provided by that date, such notice will be considered untimely and the Board may exclude such proposals from being acted upon at the 2009 Annual Meeting of Shareholders. Further, if the Board elects not to exclude the proposal from consideration at the meeting (although not included in the Proxy Statement), the persons named as proxies in the Company’s proxy for the 2009 Annual Meeting of Shareholders may exercise their discretionary authority to act upon any such proposal.

CORPORATE GOVERNANCE

     The Company has developed sound corporate governance principles which it believes are essential to running the Company’s business efficiently and to maintaining the Company’s integrity in the marketplace.

Corporate Governance Guidelines

     The Company’s Board has established a set of Corporate Governance Guidelines which are set forth in Appendix A of this Proxy Statement. These guidelines address such matters as director qualifications, director nominations, board composition, director meetings, board committees and other matters. The Board believes such guidelines to be appropriate for the Company in its effort to maintain “best practices” as to corporate governance. You may also access a copy of the Company’s Corporate Governance Guidelines on the “Corporate Governance” section of the Company’s website at www.pnfp.com.

Director Independence

     The Board has determined that each of the following directors is an “independent director” within the meaning of NASDAQ Marketplace Rule 4200(a)(15) :

		Harold Gordon Bone;		Gregory L. Burns;
		Colleen Conway-Welch;		James C. Cope;
		William H. Huddleston, IV;		Clay T. Jackson;
		Hal N. Pennington;		Dale W. Polley;
		Dr. Wayne J. Riley;		James L. Shaub, II; and
		Reese L. Smith, III.

     The Board also determined that Ms. Sue G. Atkinson did not meet the definition of an “independent director” within the meaning of NASDAQ Marketplace Rule 4200(a)(15) due to the relationship the Company has with her public relations firm and the services her firm provides the Company on an ongoing basis.

Pinnacle Financial Partners, Inc.		Page 3

     When considering the independence of Mr. Jackson, the Nominating and Corporate Governance Committee of the Board considered those transactions described below under “Certain Relationships and Related Transactions.” When considering the independence of Mr. Cope, the Nominating and Corporate Governance Committee and the Board of Directors considered the services provided to the Company by the law firm of which Mr. Cope is a partner. When considering the independence of Mr. Huddleston, the Nominating and Corporate Governance Committee and the Board of Directors considered the engineering work performed for the Company by the engineering firm of which Mr. Huddleston is the President.

     During 2007, the independent directors held two meetings at which only independent directors were present. For both of the meetings, the independent directors elected Dale W. Polley to be the chairperson for the meeting. For 2008, the independent directors have determined that the chairman of the Company’s Nominating and Corporate Governance Committee, Hal N. Pennington, will serve as lead independent director and preside as chairman at such meetings.

Director Qualifications

     The Company’s Corporate Governance Guidelines contain certain criteria that apply to nominees for a position on the Company’s Board. The Company’s Board and its Nominating and Corporate Governance Committee have also adopted procedures for the evaluation of director candidates (the “Nominee Procedures”) that contain certain minimum qualifications for candidates, including those identified by the Company’s shareholders. The Company’s Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will annually review with the Board the composition of the Board as a whole and will consider with the Board the current composition of the Board in an effort to ensure that the members of the Board have a diversity of age, skills and experience in the context of the needs of the Board.

     The Nominee Procedures provide that the Nominating and Corporate Governance Committee may consider whatever factors it deems appropriate in its assessment of a candidate for board membership and that candidates nominated to serve as directors will, at a minimum, in the Committee’s judgment:

	•		be able to represent the interests of the Company and all of its shareholders and not be disposed by affiliation or interest to favor any individual, group or class of shareholders or other constituency;
	•		meet the minimum qualifications for directors set forth in the Corporate Governance Guidelines and fulfill the needs of the Board at that time in terms of age, diversity, experience and expertise; and
	•		possess the background and demonstrated ability to contribute to the performance by the Board of its collective responsibilities, through senior executive management experience, relevant professional or academic distinction, and/or a record of relevant civic and community leadership.

     In addition to these minimum qualifications, the Nominating and Corporate Governance Committee may also consider whether the candidate:

	•		is of the highest ethical character and shares the core values of the Company as reflected in the Company’s Corporate Governance Guidelines and the Company’s Code of Conduct;
	•		has a reputation, both personal and professional, consistent with the image and reputation of the Company;
	•		is highly accomplished in the candidate’s field;
	•		has expertise and experience that would complement the expertise and experience of other members of the Board;
	•		has the ability to exercise sound business judgment; and

Pinnacle Financial Partners, Inc.		Page 4

•

is “independent” as such term is defined by the NASDAQ Marketplace rules and the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Service Limitations for other Public Company Boards of Directors

     The Company’s Corporate Governance Guidelines limit the number of public company boards of directors on which the Company’s directors may serve. Generally, non-employee directors may serve on the Company’s board of directors and no more than three other public company boards, unless the non-employee director is the chief executive officer of a public company, in which case the limitation is reduced to two other public company boards. Employee directors are limited to the Company’s board of directors plus two other public company boards.

Stock Ownership Guidelines

     All of the Company’s directors are encouraged to maintain a meaningful personal ownership of Common Stock in excess of minimum guidelines established by the Nominating and Corporate Governance Committee. Generally, the guidelines require that directors own shares with a value of approximately three times the average annual compensation paid a board member, provided that until such level is reached, the minimum level may be satisfied by the retention of ownership of all restricted shares granted that have vested, if any. All of the Company’s directors are in compliance with the minimum guidelines.

Process for Identifying Candidates

     The Nominating and Corporate Governance Committee seeks to identify potential candidates for membership on the Company’s Board through conversations with members of the Board, senior management and other members of the community served by the Company.

     The Nominating and Corporate Governance Committee also considers nominees proposed by the Company’s shareholders in accordance with the provisions contained in the Company’s Bylaws. The Nominating and Corporate Governance Committee considers candidates recommended by the Company’s shareholders within the context of the criteria and procedures described in the Nominee Procedures and under the “Director Qualifications” and “Evaluation of Candidate” sections of this proxy statement. Under the Company’s Bylaws, any shareholder may nominate a person for election to the Company’s Board at the Meeting, provided that the nomination is received by the Secretary of the Company no later than March 16, 2008. Each nomination submitted in this manner shall include the name and address of the nominee(s) and all other information with respect to the nominee as required to be disclosed in the proxy statement for the election of directors under applicable rules of the Securities and Exchange Commission, including the nominee’s consent to being named as a nominee and to serving as a director, if elected. Additionally, the nominating shareholder must provide his or her name and address as it appears in the stock records of the Company and the number of shares of Common Stock beneficially owned by the shareholder.

Evaluation of Candidates

     The Nominating and Corporate Governance Committee will consider all candidates nominated through the processes described above. The chair of the Nominating and Corporate Governance Committee will preliminarily assess a candidate’s qualifications and suitability, working with staff support and seeking input from the Board, and report such assessment as promptly as practicable to the Nominating and Corporate Governance Committee members. When feasible, the chair of the Nominating and Corporate Governance Committee will interview candidates whom the chair believes are likely to meet the criteria for board membership as part of the preliminary assessment process. The report may be made to the Nominating and

Pinnacle Financial Partners, Inc.		Page 5

Corporate Governance Committee at a meeting of the committee or informally to each committee member between meetings.

     If it is the consensus of the Nominating and Corporate Governance Committee that a candidate is likely to meet the criteria for Board membership, the chair of the Nominating and Corporate Governance Committee will advise the candidate of the committee’s preliminary interest and, if the candidate expresses sufficient interest, with the assistance of the Company’s corporate secretary’s office, will arrange interviews of the candidate with one or more members of the Nominating and Corporate Governance Committee and senior management of the Company, and request such additional information from the candidate as the committee deems appropriate. The Nominating and Corporate Governance Committee of the Company will consider the candidate’s qualifications, including the individual’s background, skills and abilities, and whether such characteristics are consistent with the Company’s Corporate Governance Guidelines and the qualifications set forth in the Nominee Procedures and whether the candidate’s qualifications and characteristics fulfill the needs of the Board at that time. The Nominating and Corporate Governance Committee will then confer and reach a collective assessment as to the qualifications and suitability of the candidate for membership on the Company’s Board. On the basis of its assessment, the Nominating and Corporate Governance Committee will formally consider whether to recommend the candidate’s nomination for election to the Board.

Code of Conduct

     The Company has a code of conduct that applies to the Company’s associates and directors. The purpose of the code of conduct is to, among other things, provide written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and other public communications by the Company; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of the code of conduct; and accountability for adherence to the code of conduct. Each director and associate is required to read and certify annually that he or she has read, understands and will comply with the code of conduct.

     Under the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission’s related rules, the Company is required to disclose whether it has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company’s chief executive officer and senior financial officers are bound by the Company’s code of conduct which contains provisions consistent with the Securities and Exchange Commission’s description of a code of ethics.

     A copy of the Company’s code of conduct can be obtained from the “Corporate Governance” section of the Company’s website at www.pnfp.com. The Company intends to disclose any legally required amendments to, or waivers from, the code of conduct with respect to its directors and officers in accordance with the rules and regulations of the Securities and Exchange Commission and the NASDAQ Stock Market. If such disclosure is made on the Company’s website it will be located in the “Investor Relations” section of the Company’s website at www.pnfp.com.

Communications with Members of the Board

     The Company’s Board has established procedures for the Company’s shareholders to communicate with members of the Board. Shareholders may communicate with any of the Company’s directors, including the chairperson of any of the committees of the Board, by writing to a director c/o Pinnacle Financial Partners, Inc., 211 Commerce Street, Suite 300, Nashville, Tennessee 37201.

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Board Member Attendance at Annual Meeting

     The Company encourages each member of the Board to attend the Annual Meeting of Shareholders. All of the Company’s directors who served on the Board at that time attended the 2007 Annual Meeting of Shareholders except Mrs. Conway-Welch and Mr. Burns.

PROPOSAL #1: ELECTION OF DIRECTORS

     The Company’s Bylaws provide that the Board shall consist of not less than five (5) nor more than twenty-five (25) directors, and shall be divided into three classes, each class to be as nearly equal in number as practicable.

     Pursuant to the terms of the merger agreement between the Company and Mid-America Bancshares, Inc., a Tennessee corporation (“Mid-America”), the Company increased the size of the Board and appointed three of Mid-America’s directors to the Board upon the closing of the merger. Effective November 30, 2007, the closing date of the merger, Harold Gordon Bone, David Major and Gary L. Scott were elected to the Company’s Board. Mr. Major has been appointed as a Class II director while Mr. Bone and Mr. Scott have each been appointed as Class I directors. Messrs. Bone, Major and Scott were each recommended to the Nominating and Corporate Governance Committee by the board of directors of Mid-America.

     On December 18, 2007, Dr. Wayne J. Riley was elected by the Board of Directors as a Class II director after being recommended to the Board by the Nominating and Corporate Governance Committee. Dr. Riley was recommended to the Nominating and Corporate Governance Committee for consideration based on input from several of the independent board members.

     Messrs. Bone, Major, Riley and Scott have been recommended to the Board for nomination by the Nominating and Corporate Governance Committee and nominated by the Board to serve as directors in the classes identified below. If elected, Messrs. Scott and Bone will serve until the Company’s 2010 annual meeting of shareholders and until their successors are duly elected and qualified and Messrs. Major and Riley will serve until the Company’s 2011 annual meeting of shareholders and until their successors are duly elected and qualified.

     The terms for four (4) of the Company’s incumbent Class II directors expire at the 2008 Annual Meeting. These directors are James C. Cope, William H. Huddleston, IV, Robert A. McCabe, Jr., and Hal N. Pennington. The nomination of directors Cope, Huddleston, McCabe and Pennington for their re-election to another three-year term has been recommended by the Nominating and Corporate Governance Committee and approved by the Board. The Nominating and Corporate Governance Committee has determined that Messrs. Cope, Huddleston and Pennington qualify as independent under the NASDAQ Marketplace rules requiring that a majority of the Board meet required independence criteria. There are five (5) directors whose terms expire at the 2009 annual meeting and six (6) other directors whose terms expire at the 2010 annual meeting. In each case, directors are elected until their respective successors are duly elected and qualified. At each annual meeting, one class of directors is elected for a three-year term.

     Unless a proxy specifies otherwise, the persons named in the proxy will vote the shares covered thereby FOR the nominees as listed. Each nominee has consented to be a candidate and to serve, if elected. While the Board has no reason to believe that any nominee will be unavailable, if such an event should occur, it is intended that such shares will be voted for substitute nominee(s) as selected by the Board.

     All of the Company’s directors also currently serve as directors of the Company’s wholly-owned subsidiary, Pinnacle National Bank (the “Bank”), Nashville, Tennessee.

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     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED DIRECTOR NOMINEES.

Nominees for Election to the Board

Class I Directors:

Harold Gordon Bone (66)		Director since November 30, 2007
		Term to expire 2010

Mr. Bone is a graduate of Cumberland University and the University of Tennessee. He also graduated from the University of Virginia’s consumer banking school. Since 1977, Mr. Bone has been a partner and licensed general contractor of B&B Enterprise and is also involved in numerous other business ventures. Mr. Bone served as a director of First Bank and Trust in Mt. Juliet, Tennessee until its 2000 merger with a large regional bank holding company. Since 1984, Mr. Bone has served on the board of Middle Tennessee Electric Cooperative where he currently serves as chairman. Mr. Bone is also a vice-president of Community Progress Committee, Inc., a not for profit entity focusing on healthcare and education issues. A lifetime member of the First Presbyterian Church in Lebanon, Tennessee, Mr. Bone has served as elder, deacon and trustee. Mr. Bone also serves on the Board of the Lebanon, Tennessee Breakfast Rotary Club, the Youth Emergency Shelter of Middle Tennessee and as a Director of the Crohn’s and Colitis Foundation of America – Tennessee Chapter.

Prior to our acquisition of Mid-America on November 30, 2007, Mr. Bone served as a director of Mid-America’s subsidiary, Bank of the South, from 2001 and as a director of Mid-America from 2006.

Gary L. Scott (61)		Director since November 30, 2007
		Term to expire 2010

Mr. Scott began his banking career in 1971 eventually serving as Chairman and CEO of Cheatham State Bank and CSB Corporation until 1998. He served several terms on the Board of the Tennessee Bankers Association and on the ABA’s Community Bankers Council. He is a past President of the Cheatham County Chamber of Commerce and is currently a Director and Treasurer of Leadership Middle Tennessee. He has served on the boards of numerous civic organizations. He recently received the Leader of Business Excellence award from the Tennessee Bankers Association.

Prior to our acquisition of Mid-America on November 30, 2007, Mr. Scott served as CEO and Chairman of the Board of Mid-America’s subsidiary, PrimeTrust Bank, from 2001 and as CEO and Chairman of the Board of Mid-America from 2006. He currently serves as Area Chairman for the Company’s operations in Dickson and Cheatham Counties.

Class II Directors:

James C. Cope (58)		Director since March 15, 2006
		Term to expire 2011

Mr. Cope is a member in the law firm of Cope, Hudson, Scarlett, Reed & McCreary PLLC in Murfreesboro, Tennessee and has practiced law continuously in Murfreesboro, Tennessee since 1976. Mr. Cope is a graduate of the University of Tennessee and received his Doctor of Jurisprudence

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degree from Vanderbilt University in 1974. Mr. Cope serves as attorney for Rutherford County, Tennessee, the Middle Tennessee Electric Membership Corporation, the Consolidated Utility District of Rutherford County, the Murfreesboro Housing Authority, the Smyrna/Rutherford County Airport Authority and otherwise engages in a general practice of civil law. He is admitted to practice before the Sixth Circuit and Eleventh Circuit Courts of Federal Appeals and the Supreme Court of the United States of America. He is a member of the American Bar Association and the Tennessee Bar Association. He has served as a hearing officer appointed by the Supreme Court of the State of Tennessee for the Board of Professional Responsibility (1988-1993).He is past President of the Middle Tennessee State University Foundation and the Murfreesboro Rotary Club. He also served on the board and was an initial class member of Leadership Rutherford. In addition, he also served on the board of the YMCA of Rutherford County and participates in the Salvation Army Christian Legal Clinic.

Prior to our acquisition of Cavalry Bancorp, Inc. (“Cavalry”) on March 15, 2006, Mr. Cope served as a director of Cavalry’s subsidiary, Cavalry Banking, from 1992 and as a director of Cavalry from 1998.

William H. Huddleston, IV (44)		Director since March 15, 2006
		Term to expire 2011

Mr. Huddleston, a professional engineer and registered land surveyor licensed in the State of Tennessee, has been the President of Huddleston-Steele Engineering, Inc., in Murfreesboro, Tennessee since 1994. Mr. Huddleston currently serves on the Middle Tennessee Medical Center Board of Directors, City of Murfreesboro Construction Board of Adjustments and Appeals and the Webb School Board of Trustees, and was formerly a member of the First United Methodist Church Finance and Special Gifts Committee. He is also a member of the Middle Tennessee State University Foundation Board of Trustees.

Prior to our acquisition of Cavalry on March 15, 2006, Mr. Huddleston had served as a director of Cavalry and Cavalry Banking since 1999.

Robert A. McCabe, Jr. (57)		Director since February 28, 2000
		Term to expire 2011

Mr. McCabe began his banking career with the former Park National Bank of Knoxville, Tennessee, as an officer trainee in 1976. From 1976 to 1984, Mr. McCabe held various positions with Park National Bank in Knoxville, including senior vice president, until the acquisition of Park National by First American National Bank in 1985. Mr. McCabe joined First American as an executive vice president of the retail bank of First American National Bank of Nashville, a position he held until 1987 when First American promoted him to president and chief operating officer of the First American Bank of Knoxville. In 1989, Mr. McCabe was given added responsibility by being named president and chief operating officer for First American’s east Tennessee region. Mr. McCabe continued in that position until 1991, when First American selected him as president of First American’s Corporate Banking division, and shortly thereafter, as president of its General Banking division. In 1994, First American appointed Mr. McCabe as a vice chairman of First American Corporation. In March 1999, Mr. McCabe was appointed by First American to manage all banking and non-banking operations, a position he held until First American’s merger with AmSouth Bancorporation in October 1999.

Mr. McCabe also serves as a director of the following registered public companies: Goldleaf Financial Solutions, Inc. of Nashville, Tennessee, where he serves as the chairman of the board, and

Pinnacle Financial Partners, Inc.		Page 9

National Health Investors of Murfreesboro, Tennessee. He is also a director of SSC Services of Knoxville, Tennessee.

Mr. McCabe has been active in various civic organizations within his community, including Leadership Knoxville, Leadership Nashville and Nucleus Knoxville. He is a member of the World President’s Organization, Chief Executives Organization, serves as president-elect for The Ensworth School and is immediate past chairman of Cheekwood Botanical Gardens and Museum of Art. In addition, Mr. McCabe also serves on the board of the Nashville Downtown Partnership, Middle Tennessee Boy Scout Council and the Nashville Symphony.

Hal N. Pennington (70)		Director since February 22, 2006
		Term to expire 2011

Mr. Pennington is chairman and chief executive officer of Genesco, Inc. Genesco, a Nashville-based specialty retailer, sells footwear, headwear and accessories in more than 2,000 retail stores in the United States and Canada. Genesco, Inc. is a registered public company whose stock trades on the New York Stock Exchange. Mr. Pennington became a member of Genesco’s board in November 1999, when he was named executive vice president and chief operating officer. He became president of Genesco in 2000, was named chief executive officer in April 2002 and chairman in 2004.

Mr. Pennington received his Bachelor of Science degree in industrial management from Auburn University.

Actively involved in the community, he currently serves on the YMCA Foundation of Middle Tennessee Board of Directors, Nashville Symphony Association Board of Directors, Cheekwood Board of Trustees, United Way of Middle Tennessee Board of Directors, the Executive Committee and Board for the Footwear Distributors and Retailers Association (FDRA) and as a director of the Two/Ten Foundation.  In addition, he has served in a variety of leadership roles with nonprofit organizations, including Leadership Nashville and the Boy Scouts of America, among others.

David Major (59)		Director since November 30, 2007
		Term to expire 2010

Mr. Major began his banking career as a bank regulator in 1971 and has since served in numerous positions, including Chief Executive Officer and director of numerous banks and bank holding companies. He presently serves on the board of the Tennessee Bankers Association and is chairman of the TBA’s for-profit subsidiary, Financial Products and Services, Inc. He is past-President of the West Wilson County Chamber of Commerce and Chairman of Prospect, Inc. He has served on the boards of numerous civic organizations. He recently received the Leader in Banking Excellence award from the Tennessee Bankers Association and the Paul Bauman Excellence award from the West Wilson County Chamber of Commerce.

Prior to our acquisition of Mid-America Bancshares, Inc. on November 30, 2007, Mr. Major served as CEO and Chairman of the Board of Mid-America’s subsidiary, Bank of the South, from 2001 and as President and director of Mid-America Bancshares, Inc. from 2006. Mr. Major currently serves as the Company’s Area Chairman for Wilson County.

Pinnacle Financial Partners, Inc.		Page 10

Dr. Wayne J. Riley (48)		Director since December 18, 2007
		Term to expire 2010

Dr. Riley is the President and CEO of Meharry Medical College in Nashville, Tennessee. Dr. Riley became Meharry’s 10th president in January 2007. Prior to his appointment at Meharry, he was vice president and vice dean for health affairs and governmental relations and associate professor of medicine at Baylor College of Medicine and an adjunct professor of management at Rice University’s Jesse H. Jones Graduate School of Management, both in Houston. At Houston’s Ben Taub General Hospital, Baylor’s primary public hospital teaching affiliate, he was assistant chief of medicine and a practicing academic general internist.

Dr. Riley holds a bachelor’s degree from Yale University, the Master of Public Health (M.P.H.) degree in health systems management from Tulane University and the Doctor of Medicine (M.D.) degree from the Morehouse School of Medicine in Atlanta. In May 2002, he earned a master’s degree from Rice University’s Jesse H. Jones Graduate School of Management’s (JGSM) MBA for Executives program.

     The following directors serve as Class III and continuing Class I directors and, accordingly, their terms will expire at the 2009 and 2010 Annual Meeting of Shareholders, respectively, and when their successors are duly elected and qualified.

Continuing Directors Until 2009 Meeting

Class III Directors:

Ed C. Loughry, Jr. (65)		Director since March 15, 2006
		Term to expire 2009

Mr. Loughry is the Vice-Chairman of the Company, a position he has held since March 15, 2006, following the merger between the Company and Cavalry. Mr. Loughry joined Cavalry Banking in 1968 and served as President and Chief Executive Officer of Cavalry Banking from 1982 until its merger with Pinnacle National Bank.  He also served as President and Chief Executive Officer of Cavalry from its inception in 1998 until its merger with the Company. Mr. Loughry has served on the boards of directors of the Rutherford County Chamber of Commerce, United Way, Heart Fund, Federal Home Loan Bank of Cincinnati, the Nashville branch of the Federal Reserve Bank of Atlanta board, the American Bankers Association board and the ABA Bank Pac board. He is past Chairman of the Tennessee Bankers Association. He recently received the Leader in Banking Excellence award from the Tennessee Bankers Association. He is also currently serving on the Middle Tennessee Medical Center board and the Christy-Houston Foundation. He was selected Business Person of the Year in 1993 and Business Legend in 2000 by the Rutherford County Chamber of Commerce.

Mr. Loughry served as a director of Cavalry Banking from 1982 to 2006 and Cavalry from 1998 to 2006.  He was the Chairman of Cavalry’s Board from 1999 to 2006.

Dale W. Polley (58)		Director since February 28, 2000
		Term to expire 2009

Mr. Polley retired as a vice chairman and member of the board of directors of First American Corporation and First American National Bank in 2000. In the nine years preceding these positions, Mr. Polley served in various executive management positions at First American, which included

Pinnacle Financial Partners, Inc.		Page 11

serving as its president from 1997 to 1999. Before joining First American in 1991, Mr. Polley was group executive vice president and treasurer for C&S/Sovran Corporation, and held various executive positions within Sovran before its merger with C&S. Mr. Polley joined Sovran from Commerce Union Bank of Nashville where he was its executive vice president and chief financial officer.

Mr. Polley serves on the board of directors of O’Charley’s Inc. and HealthStream, Inc., registered public companies, headquartered in Nashville, Tennessee.

Mr. Polley also serves on the boards of the Nashville Sports Council, Gaylord Hotels Music City Bowl, St. Thomas Health Services Foundation (currently Treasurer) and Vanderbilt-Ingram Cancer Center. Additionally, he has formerly served on the boards of directors of the Federal Reserve Bank of Atlanta (Nashville branch), Nashville Area Chamber of Commerce, T.J. Martel Foundation, the American Cancer Society, the American Heart Association, the Pencil Foundation, YMCA, and the United Way, where he served as chairman of the board and chairman of the community’s 1995 fundraising campaign. Mr. Polley has also served as president of the Nashville Club for the University of Kentucky Alumni Association. In 2006, Mr. Polley served as the chairman of the steering committee for the Nashville Sports Council’s hosting of the 2006 SEC Men’s Basketball Tournament, a position he also held in 2001. Mr. Polley is a member of Leadership Nashville, Tennessee Society of Certified Public Accountants and the Financial Executives Institute.

James L. Shaub, II (50)		Director since February 28, 2000
		Term to expire 2009

Mr. Shaub is president and chief executive officer of SouthEast Waffles, LLC, a multi-state Waffle House franchise based in Nashville. Mr. Shaub is a graduate of Vanderbilt University where he received a bachelor’s degree in economics. Before his career as a restaurateur, Mr. Shaub was vice president of NationsBank of Tennessee, formerly Commerce Union Bank. He currently serves on the executive committee of the board for the Middle Tennessee YMCA Association, serves as Chairman of the Board of Trustees of Cheekwood Botanical Gardens and Museum of Art and is a member of First Presbyterian Church. Previously he served as a board member of the Cumberland Science Museum and Grassmere Wildlife Park (now the Nashville Zoo) and as president of the Nashville Child Center.

Reese L. Smith, III (59)		Director since February 28, 2000
		Term to expire 2009

Mr. Smith is president of Haury & Smith Contractors, Inc., a real estate development and home building firm. He is a native Tennessean, and has operated this business in the Nashville area since his graduation from the University of Tennessee at Martin in 1970. From 1996 to 1999, Mr. Smith served as a board member of First Union National Bank of Nashville, and was a founder and director of Brentwood National Bank from its inception in 1991 to 1996. Mr. Smith serves on the Tennessee State Board for Licensing Contractors. He previously served as a trustee of Brentwood Academy. Currently, Mr. Smith serves as a senior life national director of the National Association of Home Builders and is a trustee of Martin Methodist College and Battle Ground Academy.

M. Terry Turner (52)		Director since February 28, 2000
		Term to expire 2009

Mr. Turner is president and chief executive officer of the Company and the Bank. Mr. Turner is a graduate of the Georgia Institute of Technology where he received his bachelor’s degree in Industrial Management in 1976. Following his graduation, Mr. Turner worked for Arthur Andersen & Company

Pinnacle Financial Partners, Inc.		Page 12

as a consultant in Atlanta, Georgia, and joined one of his clients, Park National Bank, Knoxville, Tennessee in 1979 where he held various management positions, including senior vice president of that bank’s commercial division. In 1985, Mr. Turner joined First American National Bank, Nashville, Tennessee, as a result of its acquisition of Park National Bank. Mr. Turner served from January 1994 until November 1998 as President of the Retail Bank of First American National Bank. From November 1998 until October 1999, he served as President of the Investment Services Group of First American Corporation. Mr. Turner’s banking career at First American in Nashville covered 14 years, and entailed executive level responsibilities for almost all aspects of its banking and investment operations.

During Mr. Turner’s tenure in Nashville, he has served as chairman of the board of the Nashville Sports Council, chairman of the board of trustees for Brentwood Academy, advisory board chairman for the Salvation Army, vice chairman for the Southern Baptist Foundation, member of the board of trustees of Belmont University, member of the Nashville branch of the Federal Reserve Bank of Atlanta, member of the executive committee of the Nashville Credit Bureau and a member of the board of governors of the Nashville Chamber of Commerce. Mr. Turner continues to serve on the board of Belmont University, the Nashville Sports Council and the board of the Gaylord Hotels Music City Bowl, is an active member in the World President’s Organization and is also a member of numerous local clubs and organizations including Leadership Nashville.

Continuing Directors Until 2010 Meeting

Class I Directors:

Sue G. Atkinson (67)		Director since February 28, 2000
		Term to expire 2010

Ms. Atkinson has been chairman of Atkinson Public Relations of Nashville, Tennessee since 1986. Ms. Atkinson was raised in Tennessee and educated at Vanderbilt University, Nashville, Tennessee, where she received a bachelor’s degree. She began her professional career as director of development for Nashville Public Television in 1971, serving until 1979. In 1979, she joined Holder Kennedy Public Relations of Nashville, and was president of that firm until founding her own public relations firm in 1986. In the area of public relations, Ms. Atkinson worked with First American Corporation from 1991 until 2000 (the year the Company was founded), and with Commerce Union/Sovran Bank/C&S Sovran from 1986 to 1991. Ms. Atkinson currently serves on the Board of Directors of the PENCIL Foundation, the Gaylord Hotels Music City Bowl, is chairman of the Centennial Medical Center Board and a member of the Tennessee Higher Education Commission. Ms. Atkinson formerly served on the Board of Directors of the Nashville Area Chamber of Commerce, the Metropolitan Nashville Convention Commission, the Nashville Symphony Association, Children’s Hospital of Vanderbilt University and Leadership Nashville. She has also served on the board of trustees of the Alumni Association of Vanderbilt University.

Gregory L. Burns (52)		Director since June 17, 2001
		Term to expire 2010

Mr. Burns serves as chairman of the board and chief executive officer for O’Charley’s Inc., a registered public company, headquartered in Nashville, Tennessee. Mr. Burns joined O’Charley’s in 1983 as controller, and later held the positions of executive vice president, chief financial officer and president. Prior to joining O’Charley’s, he served as chief financial officer for the Nashville Banner Publishing Company and a senior accountant for Price Waterhouse. Mr. Burns recently served as chairman of the board of directors for Nashville Sports Council and is a board member for Vanderbilt

Pinnacle Financial Partners, Inc.		Page 13

Ingram Cancer Center, Second Harvest Food Bank, Boy Scouts of America of the Middle Tennessee Council and the University of Kentucky Business Partnership Foundation. Other civic activities have included serving as chair and board member of the American Cancer Society, as a board member of the Nashville Ballet, the Gaylord Hotels Music City Bowl, and the Nashville Symphony, as well as serving as a member of the Mayor of Nashville’s Tourism Working Group as a part of his involvement with the Chamber of Commerce. Mr. Burns was also inducted into the University of Kentucky Gatton College of Business and Economics Alumni Hall of Fame in 2000.

Colleen Conway-Welch (63)		Director since February 28, 2000
		Term to expire 2010

Dr. Conway-Welch is the dean and holds responsibilities as the chief executive officer of the Vanderbilt University School of Nursing, Nashville, Tennessee, a position she has held since 1984. Because of her international stature as a voice for the nursing profession, Dr. Conway-Welch has been previously called on to serve on President Reagan’s 1988 Commission on HIV and the 1998 Congressional National Bipartisan Commission on the Future of Medicare, the 2002 Advisory Council to Secretary Thompson on Public Health Preparedness and the DHHS Center for Medicare and Medicaid’s Advisory Committee for Medicare Coverage, is an elected member of the Institute of Medicine of the National Academy of Science, and in 2007, was appointed by President Bush to the Board of Regents of the Uniformed Services University of the Health Sciences.

Her professional activities include serving as a member of the board of directors of the following registered public companies; Ardent Health Systems and RehabCare Group. Formerly, she served on the board of directors of First Union Bank of Tennessee. 

In her community role, she has served on and chaired the Board of Directors for the Nashville Symphony, chaired the “Report Card” Committee on Nashville Schools for the Nashville Area Chamber of Commerce and is a member of the Nashville Downtown Rotary.  She also chaired the Middle Tennessee United Way annual campaign in 1999. 

Clay T. Jackson (53)		Director since February 28, 2000
		Term to expire 2010

Mr. Jackson is Senior Vice President, Regional Agency Manager, Tennessee for BB&T – Cooper, Love, Jackson, Thornton & Howell. Mr. Jackson is a native of Nashville and began his insurance career with Cooper, Love and Jackson in 1976. Prior to the 2003 merger with BB&T, he was the president and a principal of Cooper, Love & Jackson, Inc. and had served in this capacity since 1989. Currently, Mr. Jackson serves on the Board of Governors of the Nashville Area Chamber of Commerce, Montgomery Bell Academy, the Government Affairs Committee of the Independent Insurance Agents and Brokers of America and the Nashville Symphony. He is a member of the Partnership 2010 Committee for the Nashville Area Chamber of Commerce. He is also active with the Rotary Club and is Chairman of the Cultural and Natural Resources Committee of the City of Forest Hills. He served in various leadership roles with Insurors of Tennessee. He served as past chairman of USF&G’s National Agency Council, a member of USF&G’s Board of Directors and the Alumni Board of Washington & Lee University.

Pinnacle Financial Partners, Inc.		Page 14

Meetings and Committees of the Board

     During the fiscal year ended December 31, 2007, the Board of Directors of the Company held nine meetings. The Company’s governance guidelines require all incumbent directors to attend at least 75% of the total number of meetings of the Company’s Board and committees of the Board on which he or she serves in the year prior to their election in order for the Nomination and Corporate Governance Committee to renominate them to their Board seat. All incumbent directors attended at least 75% of the total number of meetings of the Company’s Board and committees of the Board on which he or she served during the time period when the director was a member of the Board in 2007.

     In accordance with the Company’s Corporate Governance Guidelines, the Company’s Board has established the committees described below. The members of each committee are the same for the Company and the Bank and are as identified below.

EXECUTIVE COMMITTEE. The members of the Executive Committee are M. Terry Turner, Robert A. McCabe, Jr., Gregory L. Burns, Dale W. Polley, Clay T. Jackson; Hal N. Pennington and Ed C. Loughry, Jr. Under the Company’s Bylaws, the Executive Committee may exercise all authority of the Board in the intervals between Board meetings, except for certain matters. The Executive Committee recommends to the Board all major policies and procedures pertaining to loan policy. Additionally, the Executive Committee has overall responsibility for asset liability management strategy of the Company and the Bank. The Executive Committee held twelve meetings in 2007.

AUDIT COMMITTEE. The Company has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Dale W. Polley, William H. Huddleston, IV, Clay T. Jackson, James L. Shaub, II and Dr. Wayne J. Riley. The Audit Committee’s responsibilities are set forth in a written charter that has been adopted by the Board, a copy of which is attached hereto as Appendix B and which is also available on the “Corporate Governance” section of the Company’s website at www.pnfp.com. The Audit Committee’s charter provides that the Audit Committee shall consist of at least three members, all of whom shall be “independent”. Members of the Audit Committee shall be considered independent if they have no relationship to the Company, other than that permitted under the NASDAQ Marketplace rules, if such relationship could interfere with the exercise of their independence from management and the Company. All members of the Audit Committee are independent within the NASDAQ Marketplace rules including, Rule 10A-3 promulgated under the Exchange Act. The Audit Committee charter also provides that the members of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and statement of cash flows. The Company believes that the members of the Audit Committee meet these requirements. Additionally, the rules and the regulations of the Securities and Exchange Commission require the Company to disclose whether it has an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission. The Company’s Board has determined that Dale W. Polley is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission and that he is “independent” as defined by the rules and regulations of the Securities and Exchange Commission. The primary functions of the Audit Committee consist of:

•

Ensuring that the affairs of the Company are subject to effective internal and external independent audits and control procedures;

Pinnacle Financial Partners, Inc.		Page 15

	•		Approving the selection of internal and external independent auditors annually;
	•		Reviewing all Forms 10-K and Forms 10-Q, prior to their filing with the Securities and Exchange Commission, and reviewing the corresponding Chief Executive Officer and Chief Financial Officer certifications of these reports; and
	•		Preparing an annual report for inclusion in the Company’s proxy statement disclosing that the Committee has discussed the annual audited financial statements with management and the Company’s independent registered public accountants and, based on these discussions, recommended whether such financial statements should be included in the Company’s annual report filed with the SEC.

Company management, internal and external auditors, independent loan reviewers, compliance consultants and the Company’s outside counsel may attend each meeting or portions thereof as required by the Audit Committee. The Audit Committee held eight meetings in 2007.

COMMUNITY AFFAIRS COMMITTEE. The members of the Community Affairs Committee are Sue G. Atkinson, Colleen Conway-Welch, William H. Huddleston, IV, Clay T. Jackson, Ed C. Loughry, Jr., Robert A. McCabe, Jr., and Gary L. Scott. The Community Affairs Committee evaluates overall community relations including public affairs and advertising. The Community Affairs Committee establishes the Bank’s community development program, and assesses and works to ensure compliance with the Community Reinvestment Act, fair lending laws, and the Home Mortgage Disclosure Act. Additionally, this committee oversees the Bank’s corporate contribution program. The Community Affairs Committee held four meetings in 2007.

HUMAN RESOURCES AND COMPENSATION COMMITTEE. The members of the Human Resources and Compensation Committee are Gregory L. Burns, Harold Gordon Bone, James L. Shaub, II and Reese L. Smith, III. The Human Resources and Compensation Committee’s responsibilities are set forth in a written charter which has been approved by the Board. A copy of this charter is attached hereto as Appendix C and is also available on the “Corporate Governance” section of the Company’s website at www.pnfp.com.

The Human Resources and Compensation Committee’s charter provides that the Human Resources and Compensation Committee shall consist of at least three members, all of whom shall be “independent” within the meaning of the NASD’s listing standards. Members of the Human Resources and Compensation Committee shall be considered independent if they have no relationship to the Company, other than that permitted under the NASDA Q Marketplace rules, if such relationship could interfere with the exercise of their independence from management and the Company. All members of the Human Resources and Compensation Committee are independent within the meaning of the NASDAQ Marketplace rules.

The Human Resources and Compensation Committee establishes or approves all policies and procedures related to the human resources function of the Company and the Bank including employee compensation, incentive programs, the Company’s 401(k) plan and employee stock incentive plans. Additionally, this committee evaluates and establishes the compensation of the Company’s five most highly compensated executive officers, including the Chief Executive Officer and Chief Financial Officer. The Human Resources and Compensation Committee also reviews the compensation of the other members of the Company’s Leadership Team and establishes the compensation for the directors. The Human Resources and Compensation Committee receives recommendations from the Chief Executive Officer

Pinnacle Financial Partners, Inc.		Page 16

and the senior human resources officer in connection with the determination concerning executive compensation. Additionally and with respect to the Named Executive Officers (as defined below), the Human Resources and Compensation Committee has also engaged Mercer (US) Inc. (“Mercer”) to provide additional assistance in these matters, including peer group analysis, compensation structure and other assistance. The Human Resources and Compensation Committee also approves the Company’s annual compensation discussion and analysis included in this proxy statement. The Human Resources and Compensation Committee held five meetings in 2007.

Compensation decisions for the Company’s Named Executive Officers are made by the Human Resources and Compensation Committee. Since 2006, the Human Resources and Compensation Committee has retained Mercer to provide information, analyses, and advice regarding executive and director compensation. The Mercer consultant who performs these services reports directly to the Human Resources and Compensation Committee chair. The Human Resources and Compensation Committee has established procedures that it considers adequate to ensure that Mercer’s advice to the Human Resources and Compensation Committee remains objective and is not influenced by the Company’s management. These procedures include: a direct reporting relationship of the Mercer consultant to the Human Resources and Compensation Committee; provisions in the Human Resources and Compensation Committee’s engagement letter with Mercer specifying the information, data, and recommendations that can and cannot be shared with management; an annual update to the Human Resources and Compensation Committee on Mercer’s financial relationship with the Company, including a summary of the work performed for the Human Resources and Compensation Committee during the preceding 12 months; and written assurances from Mercer that, within the Mercer organization, the Mercer consultant who performs services for the Human Resources and Compensation Committee has a reporting relationship and compensation determined separately from any other Mercer line of business. Mercer also assists the Human Resources and Compensation Committee in establishing compensation for the independent directors of the Board.

The agenda for meetings of the Human Resources and Compensation Committee is determined by its Chairman with the assistance of the Company’s Chief Executive Officer, Chief Financial Officer and Chief People Officer. Human Resources and Compensation Committee meetings are regularly attended by the Chief Executive Officer, the Chief Financial Officer and the Chief People Officer. At certain meetings in 2007, the Human Resources and Compensation Committee met in executive session. The Human Resources and Compensation Committee’s Chairman reports the Committee’s recommendations on executive compensation to the Board of Directors. Independent advisors and the Company’s human resources department support the Human Resources and Compensation Committee in its duties and, along with the Chief Executive Officer, may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Human Resources and Compensation Committee has authority under the Human Resources and Compensation Committee Charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities. The Human Resources and Compensation Committee reviews the total fees paid to outside compensation consultants by the Company to ensure that the consultant maintains its objectivity and independence when rendering advice to the committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE: The members of the Nominating and Corporate Governance Committee are Hal N. Pennington, Harold Gordon Bone, Colleen Conway-Welch, James C. Cope and Dr. Wayne J. Riley. The Nominating and

Pinnacle Financial Partners, Inc.		Page 17

Corporate Governance Committee’s responsibilities are set forth in a written charter which has been approved by the Board. A copy of this charter is attached hereto as Appendix D and is also available on the “Corporate Governance” section of the Company’s website at www.pnfp.com.

The Nominating and Corporate Governance Committee’s charter provides that the Nominating and Corporate Governance Committee shall consist of at least three members, all of whom shall be “independent” within the meaning of the NASDAQ Marketplace rules. Members of the Nominating and Corporate Governance Committee shall be considered independent if they have no relationship to the Company, other than that permitted under the NASDAQ Marketplace rules, if such relationship could interfere with the exercise of their independence from management and the Company. All members of the Nominating and Corporate Governance Committee are independent within the meaning of the NASDAQ Marketplace rules.

The Nominating and Corporate Governance Committee is also responsible for recommending individuals to the Board for nomination to fill expired or otherwise vacant seats on the Board. As discussed above, the Nominating and Corporate Governance Committee and the Board have established the Nominee Procedures the committee shall follow in evaluating director candidates, including candidates submitted by the Company’s shareholders. The Nominating and Corporate Governance Committee recommends nominees to the Board for approval and election for inclusion in the proxy statement. The Nominating and Corporate Governance Committee held three meetings in 2007.

Director Compensation

     For 2007, non-employee directors received $1,100 for each board meeting attended and $900 for each committee meeting attended. In addition, each committee chairperson received a quarterly fee as follows: Audit Committee – $2,500 per quarter; Community Affairs Committee – $1,250 per quarter; Nominating and Corporate Governance Committee – $1,500 per quarter; and Human Resources, and Compensation Committee – $1,875 per quarter. Additionally, each non-employee director, other than Mr. Bone, and Dr. Riley, received as a retainer a restricted stock award of 323 shares of Company Common Stock with a value of approximately $10,000 as of the date of the award. The restrictions on these shares lapsed on the one year anniversary date of the award as all directors to whom awards were granted attended at least 75% of their assigned board and committee meetings in 2007.

     For 2008, the Human Resources and Nominating Committee has recommended to the Board that the Board adopt the following matters related to director compensation for the period from March 1, 2008 thru February 29, 2009. The Board will consider these matters at its regularly scheduled meeting on March 25, 2008. Subject to Board approval, for 2008, non-employee directors will receive a $10,000 annual cash retainer payable in quarterly installments and $1,500 for each board and committee meeting attended. In addition, each committee chairperson will receive a quarterly fee as follows: Audit Committee – $2,500 per quarter; Community Affairs Committee – $1,250 per quarter; Nominating and Corporate Governance Committee – $1,500 per quarter; and Human Resources, and Compensation Committee – $1,875 per quarter. Additionally, each non-employee director will receive as a retainer a restricted stock award of Company Common Stock with a value of approximately $20,000 as of the date of the award. The restrictions on these shares will lapse on the one year anniversary date of the award should the director attend at least 75% of their assigned board and committee meetings in 2007. Should the director attend at least 50% of the assigned meetings but less than 75%, then restrictions will lapse on 200 shares with the remaining share awards cancelled. Should the director attend less than 50% of the assigned meetings, no restrictions will lapse and all share awards will be cancelled.

Pinnacle Financial Partners, Inc.		Page 18

     Directors of the Company who are employees of the Company and/or the Bank receive no additional compensation for being a director of the Company or the Bank or for serving on a committee of the Board. Additionally, directors do not receive separate compensation for serving on the Bank’s Board.

     The following table sets forth the compensation of the Company’s directors for services rendered during 2007:

(a)		(b)				(c)				(d)				(e)				(f)				(g)				(k)
																		Change in
																		Pension Value
																		and
		Fees																Nonqualified
		Earned or				Stock								Non-Equity				Deferred
		Paid in				Awards (2)				Option				Incentive Plan				Compensation				All Other
Name		Cash (1)				(3)				Awards (4)				Compensation				Earnings				Compensation				Total
Sue G. Atkinson		$	27,824			$	10,010				—				—				—				—			$	37,834
Harold Gordon Bone (5)		$	1,100				—				—				—				—				—			$	1,100
Gregory L. Burns		$	42,349			$	10,010				—				—				—				—			$	52,359
Colleen Conway-Welch		$	31,324			$	10,010				—				—				—				—			$	41,334
James C. Cope		$	27,949			$	10,010				—				—				—				—			$	37,959
William H. Huddleston, IV		$	34,249			$	10,010				—				—				—				—			$	44,259
Clay T. Jackson		$	45,149			$	10,010				—				—				—				—			$	55,159
Ed C. Loughry, Jr. (6)			—				—				—				—				—				—				—
David Major (5)			—				—				—				—				—				—				—
Robert A. McCabe, Jr.			—				—				—				—				—				—				—
Hal N. Pennington		$	38,574			$	10,010				—				—				—				—			$	48,584
Dale W. Polley		$	51,424			$	10,010				—				—				—				—			$	61,434
Wayne J. Riley (5)			—				—				—				—				—				—				—
Gary L. Scott (5)			—				—				—				—				—				—				—
James L. Shaub, II		$	32,449			$	10,010				—				—				—				—			$	42,459
Reese L. Smith, III		$	28,574			$	10,010				—				—				—				—			$	38,584
M. Terry Turner			—				—				—				—				—				—				—

		Number of Restricted
Name		Shares
Sue G. Atkinson			323
Gregory L. Burns			323
Colleen Conway-Welch			323
James C. Cope			323
William H. Huddleston, IV			323
Clay T. Jackson			323
Hal N. Pennington			323
Dale W. Polley			323
James L. Shaub, II			323
Reese L. Smith, III			323

      

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE PROPOSED DIRECTOR NOMINEES

* * * * *

PROPOSAL #2: RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors of the Company, as recommended and approved by the Audit Committee, is recommending to the shareholders the ratification of the appointment of the accounting firm of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008. The firm of KPMG LLP has served as the Company’s auditors since 2002. A representative of the firm is expected to be present at the meeting and will be given the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders. For a discussion of the fees paid KPMG LLP for the 2007 and 2006 fiscal years, see “Independent Registered Public Accounting Firm” below.

     THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

* * * * *

EXECUTIVE MANAGEMENT INFORMATION

     The following table shows the name, age, term of service and position of each executive officer of the Company:

						Officer				Officer
Name		Age				Since				Position with Company and Bank
M. Terry Turner			52				2000			President and Chief Executive
Robert A. McCabe, Jr.			57				2000			Chairman of the Board
Hugh M. Queener			52				2000			EVP and Chief Administrative Officer
Harold R. Carpenter, Jr.			49				2000			EVP and Chief Financial Officer
Charles B. McMahan			61				2003			EVP and Senior Credit Officer

     Mr. Turner was employed by First American National Bank serving in various capacities from 1979 to 1999. Mr. Turner served from January 1994 until November 1998 as President of the Retail Bank of First

      

Pinnacle Financial Partners, Inc.		Page 20

American National Bank. From November 1998 until October 1999, he served as President of the Investment Services Group of First American Corporation.

     Mr. McCabe was employed by First American National Bank serving in various capacities from 1976 to 1999, including being appointed vice chairman of First American Corporation from 1994 to 1999.

     Mr. Queener was employed by AmSouth Bancorporation from 1999 to 2000 serving as an Executive Vice President in the consumer banking group in Nashville. Prior to the merger with AmSouth, Mr. Queener was employed by First American National Bank from 1987 to 1999 serving most recently as executive vice president in charge of retail lending from 1987 to 1999. Prior to his employment at First American, Mr. Queener was employed with The Kirchman Corporation from 1986 to 1987 and served as senior vice president for client service, installations and software development and support.

     Mr. Carpenter was employed by AmSouth Bancorporation from 1999 to 2000 as a senior vice president in the finance group in Nashville, Tennessee. Prior to the merger with AmSouth, Mr. Carpenter was employed by First American Corporation as senior vice president from 1994 to 1999 serving most recently as the financial manager for the Tennessee, Mississippi and Louisiana areas. Mr. Carpenter is a certified public accountant, a member of the American Institute of Certified Public Accountants, and was employed by the national accounting firm, KPMG LLP, from 1982 to 1994.

     Mr. McMahan was employed by AmSouth Bancorporation from 1999 to 2002 as Senior Vice President - State Senior Credit Officer for Tennessee and Louisiana based in Nashville, Tennessee. Prior to the merger with AmSouth, Mr. McMahan was employed in a variety of roles from 1974 to 1999 at First American National Bank in the commercial and consumer lending areas and, ultimately, was promoted to Executive Vice President — Credit Administration. Mr. McMahan is also a certified public accountant.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     The duties and responsibilities of the Human Resources and Compensation Committee (the “Committee”) include, among other things, overseeing the Company’s overall executive compensation philosophy; measuring performance with respect to established goals and objectives; designing the components for all executive compensation; and establishing compensation for the Chief Executive Officer and the other Named Executive Officers. The Committee is composed of four independent directors.

     Throughout this proxy statement, the individuals who served as the Company’s Chief Executive Officer and the Chief Financial Officer during fiscal 2007, as well as the other individuals included in the Summary Compensation Table, are referred to as the “Named Executive Officers.” These individuals are considered the Company’s executive officers for purposes of the applicable rules of the Securities and Exchange Commission (“SEC”). Additionally, the Company has established a Leadership Team which is composed of the Named Executive Officers and other members of senior management of the Company.

     Compensation Philosophy — The attraction and retention of experienced and high-achieving senior executives that can enhance the Company’s performance and shareholder returns is an essential element of the Company’s long term strategy. This strategy has resulted in the Company’s growth from a start up institution to the second largest banking organization in Tennessee in less than eight years, despite intensifying competition for experienced bankers in the Company’s markets. The Committee believes that consistent with the Company’s need to continue to retain executives who can drive high performance by the organization, it should provide significantly above peer overall compensation if the Company’s performance is significantly

      

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above that of peer financial institutions and the Company’s compensation system is designed to reward executive officers for superior performance. Conversely, overall compensation levels should be reduced if high performance financial and strategic objectives are not met.

     The Committee makes all compensation decisions for the Named Executive Officers, including establishing the framework on how these executives are compensated, and approves recommendations regarding equity awards to all associates, not just the executives, of the Company. The Committee receives recommendations concerning these decisions from the Chief Executive Officer.

     Decisions regarding the non-equity compensation of members of the Leadership Team who are not Named Executive Officers are made by the Chief Executive Officer in consultation with each Leadership Team member’s supervisor. For these officers, the Chief Executive Officer is responsible for establishing the framework on how these individuals are compensated. These decisions, including salary adjustments and annual equity and non-equity incentive plan award amounts, are ultimately presented to the Committee for review and approval. As is the case with the Named Executive Officers, the Committee can exercise its discretion in modifying any recommended adjustments or awards to these individuals.

     Components of Executive Compensation — The Committee has determined that it can accomplish its executive compensation objectives by utilizing three primary elements of executive compensation:

	•		Base Salary
	•		Annual Cash Incentive; and
	•		Long-term Equity Compensation.

     Base Salary - Base salary is designed to provide appropriate levels of compensation to the executive. Salaries for the Company’s executive officers are reviewed annually and are based on:

	•		Job scope and responsibilities;
	•		Competitive salaries for similar positions at peer institutions; and
	•		Other factors, including corporate and individual performance.

     Annual Cash Incentive Plan - All non-commissioned associates of the Company are eligible for participation in the Annual Cash Incentive Plan which for 2007 provided targeted cash incentive plan payments to the participants at various levels. For the Named Executive Officers and certain other Leadership Team members, the targeted annual cash award ranged from 30% to 100% of the officer’s base salary. The Committee is responsible for administering the Annual Cash Incentive Plan. For all participants, the award is based on certain soundness thresholds and an annual earnings per share target. The Company believes that a single plan with the same soundness thresholds and earnings per share targets for both executives and all other associates promotes a strong sense of teamwork within the firm. Furthermore, using a combination of an annual earnings per share target and a longer-term soundness threshold creates balance such that future performance is not sacrificed for the benefit of current period results.

     The Annual Cash Incentive Plan is structured such that the Committee may increase payouts if the Company’s actual performance for the calendar year exceeded pre-established performance targets or decrease or eliminate payouts if performance was less than the pre-established performance targets. Additionally, all participants must meet their individual goals and objectives in their annual performance reviews to receive any payouts under the Annual Cash Incentive Plan. The Chief Executive Officer of the Company also had discretionary authority to increase or decrease any participant’s award, other than a Named Executive Officer, by specified percentages. The Committee has the discretion to adjust goals to reflect unusual circumstances. For example, in 2005 and 2006, the Committee determined that the merger related

      

Pinnacle Financial Partners, Inc.		Page 22

charges associated with the Cavalry acquisition should be excluded for purposes of determining whether the annual earnings per share target was achieved. In 2007, the Committee determined that the merger related charges associated with the Mid-America acquisition as well as the impact of the Company’s denovo expansion into the Knoxville, Tennessee market should also be excluded for purposes of determining whether the 2007 earnings per share target was achieved.

     Long-term Equity Compensation Incentive Plans. In 2004, the Company’s Board adopted, and the Company’s shareholders approved, the Company’s 2004 Equity Incentive Plan, as amended on April 19, 2005, May 17, 2006 and November 27, 2007 (the “2004 Plan”). Under the terms of the 2004 Plan, the Company’s associates are eligible to receive equity-based incentive awards including stock options, stock appreciation awards, restricted shares of the Company’s common stock, restricted stock units, performance shares or units and performance-based cash compensation.

     The Committee believes that equity-based, long-term compensation programs link the interests of senior management, both individually and as a team, to the long-term interests of the Company’s stockholders. In 2007, the Committee granted awards to the Company’s Named Executive Officers and other Leadership Team members, as follows:

	•		Stock Options. Named Executive Officers and other Leadership Team members received stock option awards during 2007. All such stock options are ten year options that vest ratably over the five-year period after grant and have value only to the extent that the Company’s common stock price is above the grant price during the exercise period after vesting. This compensation element is totally at-risk in the event that the stock price falls below the grant price over the exercise period. Conversely, the more the stock price increases, the greater the compensation to the executives. Stock options are typically granted at the Committee’s meeting in January when the overall annual compensation for the Named Executive Officers is determined and shortly after the public announcement of the Company’s fourth quarter and prior year annual financial results. Options are usually granted to new employees at the Committee meeting following the date that employment begins.
	•		Restricted Stock. Consistent with previous periods, the Committee also granted shares of restricted stock to the Named Executive Officers and other Leadership Team members. The forfeiture restrictions of these shares awarded in January 2007 were tied to the achievement of certain soundness and profitability thresholds as prescribed by the Company’s 2007 Annual Cash Incentive Plan performance target and the performance targets for 2008 and 2009 as set forth in the Company’s three-year strategic plan which was approved by the Company’s Board of Directors in July of 2007.

     Measuring Performance - The Board has established a strategic framework consisting of 20 financial and other measures in the critically important areas of soundness, profitability, growth and market effectiveness. The Board has established long-term targets and annual targets for the current and next two years for each of these performance measures. These measurements primarily include categories which are widely known in the banking industry as well as several internally developed benchmarks as follows:

		Soundness
		Criticized/classified assets to capital		Tangible equity ratio
		Nonperforming loans to total loans		Past due loans > 30 days
		Net charged-off loans to average loans		Tier 1 leverage ratio
		Total risk based capital ratio		Net noncore funding dependency

      

Pinnacle Financial Partners, Inc.		Page 23

		Profitability
		Return on average assets		Return on average equity
		Fully-diluted earnings per share		Efficiency ratio
		Total noninterest income to total revenues		Net interest margin
		Growth
		Growth in earnings per share year over year		Growth in deposits year over year
		Market Effectiveness
		Deposit market share		Associate retention rates
		Internal operational quality index		Internal service quality measurements

     The key performance measures noted above are integral parts of the Company’s strategic planning efforts. Annually, these measurements are reviewed and, in some cases, the measures or targets are modified by the Board. These measurements provide a basis for making qualitative judgments about performance and its implication on compensation and incentive awards for the Company’s executive officers, particularly the Named Executive Officers.

     Review of Committee’s 2007 Compensation Process

     The Committee’s process for determining the compensation of M. Terry Turner, the Company’s CEO, and the Company’s other Named Executive Officers, involved several steps and included such items as the establishment of an appropriate basis for benchmarking; benchmarking bank performance relative to peers on key measures including those that are highly correlated to share price performance; making qualitative and quantitative judgments regarding the “market equity” of the Named Executive Officers versus benchmark ranges; profiling targeted compensation and developing a change plan to implement the results of the process, if necessary. The Committee has elected to engage an outside consultant, Mercer Human Resource Consulting LLC (“Mercer”) since 2005, to assist in the process and review the Named Executive Officer’s compensation.

     In order to establish the Named Executive Officers’ compensation in 2007, the Company used a peer group established by Mercer as the basis for determining executive compensation. The Committee believes that Mercer produced relevant and reliable information in order to assess the competitive landscape for bank executives with comparable job scope. The 2007 Mercer study was presented to the Committee in November 2006.

     For 2007 executive compensation, the Committee determined, based on discussions with Mercer, that compensation for a select peer group of banking organizations with assets of $1.2 billion to $4.2 billion was an appropriate benchmark for the Company. The peer group was comprised of the following organizations:

		First Charter Corporation				Charlotte, NC
		Sterling Bancshares				Houston, TX
		PrivateBancorp, Inc.				Chicago, IL
		Western Alliance Bancorp.				Las Vegas, NV
		Prosperity Bancshares, Inc.				Houston, TX
		Texas Capital Bancshares				Dallas, TX
		Republic Bancorp, Inc.				Louisville, KY
		Old Second Bancorp, Inc.				Aurora, IL
		Bank of the Ozarks, Inc.				Little Rock, AR
		Southwest Bancorp, Inc.				Stillwater, OK
		Seacoast Banking Corporation				Stuart, FL
		Cobiz Financial Inc.				Denver, CO

      

Pinnacle Financial Partners, Inc.		Page 24

		Mercantile Bank Corp.				Grand Rapids, MI
		Virginia Commerce Bancorp, Inc.				Arlington, VA
		Fidelity Southern Corp.				Atlanta, GA
		Summit Bancshares, Inc.				Ft. Worth, TX

     Mercer provided the Committee with comparisons of the Company’s results to the peer group’s results for the last year and the last three years, for the following measurements:

		Fully diluted EPS growth				Net income growth
		Return on average equity				Return on average assets
		Revenue per share growth				Asset growth
		Net charge-off ratios				Nonperforming asset ratios
		Total shareholder return				Market value to book value ratio
		Expenses as a percentage of sales				Book value per share growth

     Mercer noted that the Company’s performance for the above measures on an unweighted basis resulted in the Company performing at the 74^th percentile while the Company performed in the top quartile for the profitability; growth and total shareholder return measurements. In its November 2006 study, Mercer also noted that the Company’s total executive compensation historically approximated the market median (50^th percentile) in 2005 and that cash compensation historically was less than the 50^th percentile. As to 2006 compensation, Mercer noted that the Company’s cash compensation remained below the 50^th percentile of the peer group while equity compensation approximated the 75^th percentile. Mercer noted that some of the discrepancy between performance and compensation was likely due to the rapid growth of the Company and the size of companies in the peer group.

     In developing its peer comparisons, Mercer compared the Company’s Named Executive Officers’ compensation to those of the peer group. Mercer also surveyed a broader group of companies utilizing Mercer’s 2007 America’s Executive Remuneration Database and Wyatt’s 2007 Report on Top Management Compensation with both of these surveys including over 150 financial services companies. The following details how the Company’s positions were matched to those of the peer group and the compensation survey:

Named Executive				November 2006 Peer		Mercer Compensation
Officer		Position		Study Match		Survey Match
M. Terry Turner		President and CEO		CEO		President and CEO
Robert McCabe, Jr.		Chairman		2nd highest paid executive		Non CEO Chairman
Hugh M. Queener		Chief Admin. Officer		3rd highest paid executive		Chief Admin. Officer
Harold R. Carpenter		Chief Financial Officer		CFO		CFO
Charles B. McMahan		Chief Credit Officer		5th highest paid executive		Blend of top lending
						and credit executive

     Mercer provided several recommendations to the Committee as follows:

	-		Increase salaries as the executives’ base salaries historically were generally below the 50th percentile of peer banking organizations.
	-		The annual cash incentive plan should be better calibrated with annual EPS growth, since the plan payouts have not kept up with the historical EPS growth.
	-		Long-term incentives and performance based incentives should be “flexed” so that once the base salary and the total compensation levels are determined, long-term incentives and performance-based incentives should represent the difference between the two.
	-		While the Company’s practice of granting equity compensation deep into the organization has produced the desired results, in the future the Committee should consider greater

      

Pinnacle Financial Partners, Inc.		Page 25

			utilization of restricted share awards to provide similar compensation and incentives to associates, yet reduce the “burn rate” of the shares authorized in the 2004 Equity Incentive Plan.
	-		Executives should have the opportunity to earn top quartile pay for top quartile performance by the Company.

     The Committee recognized that because of the Company’s relatively high growth rate, each year Mercer’s peer group for executive compensation includes larger companies which generally pay higher salaries and total compensation than those compared in earlier years. As a result peer group salary and total executive compensation will increase at a greater rate than it would in the absence of such growth in assets. In addition to the Mercer November 2006 study, the Committee considered other relevant matters such as competitor efforts to hire Company executives, the degree of difficulty in the annual and long-range performance targets, affordability and other matters the Committee deemed important. The Chief Executive Officer provided input on these matters to the Committee and advised that he concurred with Mercer’s recommendations. In establishing the Named Executive Officers’ compensation, the Committee noted that the executives had led the Company to outstanding levels of performance in soundness, profitability, growth and market effectiveness on both an annual and long-term basis, and that shareholders had directly benefited from their leadership.

     Target Compensation for the Named Executive Officers for 2007 — As a result, the Committee established benchmarks for compensation of the Company’s Named Executive Officers in 2007. Generally, the Committee established that base salary should be set at the 60^th percentile of the Mercer November 2006 peer group while total compensation opportunity should be set at the 75^th percentile. The Committee noted that due to Mr. McCabe’s significant role and responsibilities, his compensation should remain at approximately 95% of Mr. Turner’s compensation. Cash incentive target awards were consistent with those for 2006 and consistent with Mercer’s recommendation to better correlate total cash compensation with the Company’s significant historical EPS growth. Equity compensation was calculated based on the difference between total targeted compensation and targeted cash compensation. The following is a summary of the significant elements of Named Executive Officer compensation for 2007:

						Cash Incentive
						Target Award
Named Executive		Base				as a Percentage				Equity				Total Target
Officer		Salary				of Base Salary				Compensation				Compensation
M. Terry Turner		$	532,000				100	%		$	400,000			$	1,464,000
Robert McCabe, Jr.			505,400				100	%			380,000				1,390,800
Hugh M. Queener			280,000				85	%			200,000				718,000
Harold R. Carpenter			275,000				75	%			150,000				617,500
Charles B. McMahan			186,000				75	%			60,000				376,200

     For the above equity compensation awards, the Committee determined that 33% of the award should be in the form of performance-based restricted shares with the remaining 67% being in the form of nonqualified stock options that vest in 20% increments for the five years following the grant date. The performance goals for the restricted shares were calculated in the same fashion described above for other members of the Leadership Team. The number of stock option grants and restricted shares awarded was determined on the same basis as the Company uses to determine equity compensation expense in its consolidated financial statements pursuant to SFAS 123 (revised) “Share Based Payment”. On January 19, 2007 (the date the Committee approved the Named Executive Officer’s 2007 compensation), the Company’s common stock closed at $31.25 per share on the NASDAQ Global Select Markets; thus the restricted share awards were valued at $31.25 per share while the nonqualified stock options were valued at $11.39 per option grant pursuant to the Black-Scholes valuation model.

      

Pinnacle Financial Partners, Inc.		Page 26

     In establishing the components for the CEO’s 2007 compensation, the Committee believed that a significant portion of the compensation should be “at risk” and based on the achievement of performance targets. The Committee determined that if performance targets were met, then compensation would be enhanced for meeting those goals and objectives. If performance targets were not met, compensation would be negatively impacted. The Committee also determined that outstanding results should provide for significantly enhanced compensation.

     The Committee concluded that approximately 64% of the CEO’s compensation for 2007 (compared to 54% in 2005) was considered at risk with approximately 36% in the form of base salary. This mix of fixed versus “at-risk” compensation was considered appropriate by the Committee. Furthermore, the Committee concluded that approximately 57% of the CEO’s “at-risk” compensation for 2007 was in the form of cash incentives and 43% was in the form of equity compensation incentives. As to the other Named Executive Officers, Mr. McCabe’s compensation was also approximately 64% “at risk”, while Mr. Queener’s was 61% “at risk”; Mr. Carpenter’s was 55% “at risk” and Mr. McMahan’s was 51% “at risk”. The Committee concluded that such a mix of “at risk” compensation was consistent with the Mercer recommendations noted above and appropriate given each Named Executive Officer’s role and responsibilities.

     Additionally, although other peer banking organizations use additional forms of compensation, particularly pensions and deferred compensation, it is the view of the Committee and management that total compensation and wealth accumulation for the Company’s CEO and the other Named Executive Officers should be largely comprised of 1) direct cash compensation (salary and cash incentive) and 2) equity-based compensation (stock options and restricted shares) which reward achievement of the firm’s goals and objectives and the creation of long-term shareholder value. However, in setting the annual compensation of Messrs. Turner, McCabe, Queener and Carpenter, the Committee considers the impact of the amounts payable to these executives upon death, disability and termination of employment, both before and after a change in control, under their employment agreements with the Company, the terms of which are described in more detail below.

     Status of 2007 “At Risk” Compensation as of March 1, 2008. — In January 2008, the Committee determined that, while achieving its soundness thresholds, the Company did not meet its earnings per share targets for the 2007 Annual Cash Incentive Plan even though earnings growth for the Company was very favorable in comparison to the Company’s peer group. The soundness threshold required that criticized and classified assets be less than 25% of Tier 1 capital at December 31, 2007. At December 31, 2007, this ratio was 15.5%. The annual earnings per share target for 2007 which would have resulted in a 100% target payout was $1.52 per fully diluted share, or $1.44 per fully-diluted share after considering the impact of the Knoxville expansion which the Committee determined in February 2008 was appropriate to do so based on the anticipated results of the Knoxville expansion and the strategic benefits of pursuing this opportunity. For 2007, the Company’s fully-diluted earnings per share amounted to $1.36 per share excluding the impact of merger-related charges, or $1.34 per share including the impact of merger-related charges. The 2007 Annual Cash Incentive Plan provided for incentive payments at 20% of the targeted award should fully diluted earnings per share excluding merger related charges be less than $1.37 per share. On January 18, 2008, the Committee exercising discretion permitted under the terms of the 2007 Annual Cash Incentive Plan approved the payment of cash incentive awards under the Company’s 2007 Annual Cash Incentive Plan at a percentage that was generally higher than that otherwise payable under the terms of the plan, except for the Named Executive Officers. In accordance with the Named Executive Officers’ request, the Named Executive Officers did not receive any cash incentive payments under the 2007 Cash Incentive Plan thus allowing for other associates of the Company to receive a payment in excess of the amount provided for by the 2007 Annual Cash Incentive Plan.

      

Pinnacle Financial Partners, Inc.		Page 27

     As to equity compensation, on January 19, 2007, Mr. Turner was awarded 23,412 nonqualified stock options (valued at $252,381); Mr. McCabe was awarded 22,242 options (valued at $239,769); Mr. Queener was awarded 11,706 options (valued at $126,191); Mr. Carpenter was awarded 8,780 options (valued at $94,648) and Mr. McMahan was awarded 3,278 options (valued at $35,337). The exercise price was $31.25 per share with a Black-Scholes valuation of $10.78 per share as of January 19, 2007. On February 29, 2008, the closing market price of the Company’s Common Stock was $22.94 per share, significantly below the exercise price of these options. The Black-Scholes valuation on that date was $6.75 per share resulting in an aggregate fair value for these options as of February 29, 2008 of $158,031, $150,133, $79,016, $59,265 and $22,127, respectively.

     The Committee also approved the restricted share awards on January 19, 2007 establishing on that date the performance criteria for the first year of the award as the same criteria as that in the 2007 Annual Cash Incentive Plan (Criticized and classified assets be less than 25% of Tier 1 capital and an earnings target of $1.44 per fully-diluted share). In accordance with the January 19, 2007 approval, the vesting criteria for the second and third years of the performance period were set at the Committee’s meeting following the full Board’s June 2007 strategic planning meeting. The performance targets for the 2008 and 2009 tranches were based upon a soundness threshold and earnings per share targets for fiscal years 2008 and 2009 adopted at that meeting. The restrictions associated with the restricted shares awarded to the Named Executive Officers and other Leadership Team members in 2007 lapse in 33.3% increments upon the achievement of the performance targets for each fiscal year in the three-year performance period or for the entire three-year period in the event the one year targets are not met but the targets established for the three-year period are met on a cumulative basis. Therefore, the incentive is only earned if senior management effectively manages the Company to achieve sustained longer-term performance within certain earnings per share and soundness thresholds.

     Thus, the Named Executive Officers and the other Leadership Team members will have during each fiscal year an opportunity to vest restricted share awards should the Company’s performance meet the soundness and earnings per share performance thresholds established for that fiscal year and the previous two fiscal years. The following is a discussion of the status of the 2007 performance (i.e., soundness threshold and fully diluted earnings per share) targets for restricted share awards issued over the last three years:

	§		2007 Award - The soundness threshold of less than 25% criticized and classified assets in relation to Tier 1 capital was achieved. However, the 2007 earnings target of $1.52 per fully diluted share, or $1.44 per fully diluted share as the target amount had been adjusted by the Committee to take into account expenses expected to be incurred in connection with the Company’s Knoxville expansion, was not achieved, and the restrictions associated with the 2007 tranche of the 2007 award have not been released.
	§		2006 Award - The soundness threshold of less than 25% criticized and classified assets in relation to Tier 1 capital was achieved. However, the 2007 earnings target associated with the 2006 award of $1.55 per fully diluted share, or $1.47 per fully diluted share as the target amount had been adjusted by the Committee to take into account expenses expected to be incurred in connection with the Company’s Knoxville expansion, was not achieved, and the restrictions associated with the 2007 tranche of the 2006 award have also not been released.
	§		2005 Award - The soundness threshold of less than 25% criticized and classified assets in relation to Tier 1 capital was achieved. The 2007 earnings target associated with the 2005 award of $1.48 per fully diluted share, or $1.40 per fully diluted share as the target amount had been adjusted by the Committee to take into account expenses expected to be incurred in connection with the Company’s Knoxville expansion, was not achieved. The

      

Pinnacle Financial Partners, Inc.		Page 28

Committee determined in February 2008 to adjust the three-year cumulative fully diluted earnings per share target of $3.48 associated with the 2005 award to exclude the impact of the Company’s Knoxville expansion so that as adjusted the three-year cumulative target was $3.40 per fully diluted share. The Committee also determined that the Company’s cumulative earnings per diluted share for the three year period, as adjusted for the merger related expenses totaled $3.46, and as such the restrictions associated with the 2007 tranche of the 2005 award have been released.

     The result of the Company’s 2007 performance resulted in total compensation for the Named Executive Officers that was substantially less than the total target compensation approved by the Committee in January 2007, since these executives did not receive any cash incentive award pursuant to the 2007 Annual Cash Incentive Plan, only the 2005 award for restricted shares with 2007 performance targets vested, and stock options granted in 2007 have exercise prices that exceed the current market price of the Company’s common stock.

     Federal Income Tax Deductibility Limitations

     The Committee believes it is appropriate to take into account the $1,000,000 limit on the deductibility of executive compensation for federal income tax purposes pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, and to seek to qualify the Company’s performance-based cash and equity-based compensation for exclusions from Section 162(m) so such compensation will qualify as a tax deductible expense. The Committee will continue to evaluate whether it will approve annual compensation arrangements exceeding $1,000,000 and whether it will attempt to qualify any such amounts for deductibility under the federal tax laws.

     2008 Compensation Update

     The previous discussion primarily addressed our compensation philosophies, processes and results for the fiscal year ended December 31, 2007. With the acquisition of Mid-America Bancshares, Inc. and the resulting increase in the size of the Company, the Committee continued such processes for 2008 so that in setting compensation for the Named Executive Officers, the Committee again utilized the services of Mercer with Mercer recommending (in November 2007) a larger peer group than that of the one used in the previous year — 19 entities with asset sizes ranging from $2.1 billion to $6.2 billion as follows:

		Prosperity Bancshares, Inc.				Houston, TX
		CVB Financial Corp.				Ontario, CA
		Boston Private Financial Holdings				Boston, MA
		Amcore Financial, Inc.				Rockford, IL
		Western Alliance Bancorp.				Las Vegas, NV
		1st Source Corporation				South Bend, IN
		PrivateBancorp, Inc.				Chicago, IL
		Sterling Bancshares				Houston, TX
		Texas Capital Bancshares				Dallas, TX
		First State Bancorporation				Albuquerque, NM
		Taylor Capital Group, Inc.				Rosemont, IL
		Midwest Banc Holdings, Inc.				Melrose Park, IL
		Green Bankshares, Inc.				Greeneville, TN
		Bank of the Ozarks, Inc.				Little Rock, AR
		Vineyard National Bancorp				Corona, CA
		Cobiz Financial Inc.				Denver, CO
		Seacoast Banking Corporation				Stuart, FL
		Southwest Bancorp, Inc.				Stillwater, OK
		Virginia Commerce Bancorp, Inc.				Arlington, VA

      

Pinnacle Financial Partners, Inc.		Page 29

     After reviewing the short-term and longer-term performance of the Company, the Committee concluded that the Named Executive Officers should continue to be compensated at the 75^th percentile of the newly established peer group with base salary approximating the 60^th percentile. Consistent with 2007 and based on information provided by Mercer, the compensation for the Chairman of the Board remains at 95% of that for the President and CEO in 2008.

     The Committee modified the equity compensation component slightly in 2008 from 2007. In 2007, the equity compensation award for the Named Executive Officers was segmented such that 67% was in the form of nonqualified stock options and 33% was in the form of performance-based restricted share awards. In 2008, the equity compensation component for all the Named Executive Officers and the remaining members of the Leadership Team was segmented such that 50% of equity compensation was in the form of nonqualified stock options and 50% in the form of restricted share awards. The restricted share component was further segmented such that half of the restricted shares were performance-based awards that vest in a manner consistent with previously issued performance-based restricted share awards upon the achievement of certain soundness and earnings per share thresholds. The other half of the restricted share awards will vest 10% each year over a 10 year period provided the Company is profitable in the immediately preceding year. Mr. McCabe’s and Mr. McMahan’s vesting periods for this restricted share award was modified such that they vest equally over a period of time such that so long as they are employed by the Company, the shares will be fully vested at age 65.

     Primarily as a result of a modified peer group, total target compensation for 2008 for the Named Executive Officers increased in comparison to 2007 total target compensation. Mr. Turner’s total compensation has increased by 18%; Mr. McCabe’s increased by 18%; Mr. Queener’s increased by 19%; Mr. Carpenter’s increased by 23% and Mr. McMahan’s increased by 22%.

     On January 18, 2008, the Committee approved the 2008 Special Cash Incentive Plan. Pursuant to this plan, approximately 25 key employees of the Company that will be involved in integrating the operations of Mid-America with the Company’s operations will be eligible to receive cash awards. Under the terms of this plan, participants will be entitled to receive cash incentive payments if specified goals established by the Committee and related to the integration of the Company and Mid-America are achieved by certain dates, including achievement of initiatives related to published synergy targets and limiting the aggregate integration and other merger costs within amounts previously disclosed. If one or more of the performance goals established under this plan are not satisfied, awards to participants will be reduced by specified amounts, but there can be no discretionary increases to a participant’s target award. Awards earned under this plan are expected to be paid out on April 15, 2008. The maximum awards for the Company’s Named Executive Officers were Mr. Turner — $200,000; Mr. McCabe — $190,000; Mr. Queener — $100,000; Mr. Carpenter — $80,000 and Mr. McMahan — $60,000. The Company filed a Form 8-K regarding this plan on January 25, 2008.

Human Resources and Compensation Committee Report

     The Human Resources and Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Gregory L. Burns, Chairman
Harold Gordon Bone, Member
James L. Shaub, II, Member
Reese L. Smith, III, Member

      

Pinnacle Financial Partners, Inc.		Page 30

Named Executive Officer Compensation

     The table below summarizes the compensation paid or accrued by the Company during the fiscal year ended December 31, 2007 for (i) the Company’s Chief Executive Officer; (ii) the Company’s Chief Financial Officer; and (iii) the three highest paid executive officers of the Company whose total compensation exceeded $100,000 for fiscal 2007 (collectively, the “Named Executive Officers”). When setting total compensation for each of the Named Executive Officers, the Compensation Committee reviews tally sheets which show the executive’s current compensation, including equity and non-equity based compensation. Each of the Named Executive Officers, other than Mr. McMahan, has entered into an employment agreement with the Company, the terms of which are described below.

     The Named Executive Officers were not entitled to receive payments which would be characterized as “Bonus” payments for the fiscal years ended December 31, 2006 and 2007. “Bonuses” for purposes of the table below consist of discretionary amounts not associated with an approved incentive plan, such as a relocation bonus. Amounts listed under the column title “Non-Equity Incentive Plan Compensation,” were determined by the Compensation Committee at its January 2007 meeting and were paid out shortly thereafter.

     Based on the fair value of equity awards granted to Named Executive Officers in fiscal year 2007 and fiscal year 2006 and the base salaries of the Named Executive Officers in both years, total aggregate compensation for the Named Executive Officers decreased by $217,000 or 8% between 2007 and 2006. This was primarily due to the Named Executive Officers electing not to receive any cash incentives in 2007 pursuant to the 2007 Annual Cash Incentive Plan. For 2007 and 2006, respectively, “Salary” accounted for approximately 70.9% and 50.8%, respectively, of the total compensation of the Named Executive Officers, “Non-equity incentive plan compensation” accounted for approximately 0% and 27.1%, respectively, of the total compensation of the Named Executive Officers, stock and option awards accounted for approximately 25.1% and 18.0%, respectively, of the total compensation and all other compensation accounted for approximately 4.1% in both years of the total compensation of the Named Executive Officers.

      

Pinnacle Financial Partners, Inc.		Page 31

SUMMARY COMPENSATION TABLE

																										Change in
																										Pension Value
																										and
																						Non-Equity				Nonqualified
														Stock				Option				Incentive Plan				Deferred				All Other
														Awards				Awards ($)				Compensation				Compensation				Compensation
Name and Principal Position		Year				Salary ($)				Bonus ($)				($) (1)				(2)				($) (3)				Earnings ($)				($) (4)				Total ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
M. Terry Turner			2007			$	532,000			$	—			$	51,065			$	170,292			$	—			$	—			$	27,859			$	781,216
President and Chief Executive Officer			2006			$	410,000			$	—			$	38,534			$	114,966			$	246,000			$	—			$	35,302			$	844,802
Robert A. McCabe, Jr.			2007			$	505,400			$	—			$	48,662			$	137,050			$	—			$	—			$	29,086			$	720,198
Chairman of the Board			2006			$	389,500			$	—			$	36,234			$	107,775			$	233,700			$	—			$	35,618			$	802,827
Hugh M. Queener			2007			$	280,000			$	—			$	26,682			$	89,336			$	—			$	—			$	25,454			$	421,472
Chief Administrative Officer			2006			$	234,000			$	—			$	26,084			$	74,421			$	112,320			$	—			$	26,081			$	472,906
Harold R. Carpenter			2007			$	275,000			$	—			$	19,712			$	44,868			$	—			$	—			$	10,800			$	350,380
Chief Financial Officer			2006			$	175,000			$	—			$	17,233			$	33,347			$	84,000			$	—			$	8,670			$	318,250
Charles B. McMahan			2007			$	186,000			$	—			$	7,400			$	34,038			$	—			$	—			$	8,377			$	235,815
Chief Credit Officer			2006			$	175,000			$	—			$	12,155			$	28,738			$	63,000			$	—			$	7,994			$	286,886

      

Pinnacle Financial Partners, Inc.		Page 32

the Named Executive Officers. For the 2007 award, the Company continues to expense the costs associated with this award pursuant to the terms of the award which provide for a three year cumulative earnings per diluted share target. All awards were issued pursuant to the terms of the 2004 Plan. The amount in column (e) reflects the dollar amount recognized for financial statement purposes for the fiscal years ended December 31, 2007 and 2006, in accordance with SFAS 123(R) of awards pursuant to the 2004 Plan and thus includes amounts from awards granted in and prior to 2007 and 2006, as applicable. Assumptions used in the calculations of these amounts are included in footnote 15 to the Company’s audited financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report of Form 10-K filed with the Securities and Exchange Commission on March 7, 2008. For the 2006 awards, assumptions used in the calculations of these amounts are included in footnote 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2006 included in the Company’s Annual Report of Form 10-K filed with the Securities and Exchange Commission on February 28, 2007..

(2)

Option Awards - All options are granted at an exercise price that equals the closing price of the Company’s common stock on the date of grant. All awards expire ten years from date of issuance and vest in 20% increments on the anniversary date of the grant. The awards prior to 2006 were issued as incentive stock options while the 2007 and 2006 awards are classified as nonstatutory stock options. All awards were issued pursuant to the terms of the Pinnacle Financial Partners, Inc. 2000 Stock Incentive Plan (the “2000 Plan”) or the 2004 Plan. The amount in column (f) reflects the dollar amount recognized for financial statement purposes for the fiscal years ended December 31, 2007 and 2006, in accordance with SFAS 123(R) of awards pursuant to the 2000 Plan and the 2004 Plan and thus includes amounts from awards granted in and prior to 2007 and 2006, as applicable. Assumptions used in the calculations of these amounts are included in footnote 15 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2008. For 2006 and previous periods, assumptions used in the calculations of these amounts are included in footnote 14 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2006 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2007 and in footnotes 1 and 12 to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2003 included in the Company’s Annual Report on Form 10-K filed on February 20, 2004. There were no forfeited stock option grants for the Named Executive Officers in 2007, however, 23,808 previously granted stock option awards were forfeited by employees of the Company during 2007.

(3)

Non-Equity Incentive Plan Compensation - Reflects compensation attributable to the Company’s Annual Cash Incentive Plans in which all non-commissioned based associates participate. Actual and target payouts are expressed as a percentage of base salary. Payout of incentive compensation occurs upon achievement of certain soundness and performance thresholds as determined by the Committee. For the 2007 Annual Cash Incentive Plan, the Human Resources and Compensation Committee approved the payment of cash incentive awards under the Plan at a percentage that was generally higher than that otherwise payable under the terms of the plan, except for the Named Executive Officers. In accordance with the Named Executive Officer request, the Named Executive Officers did not receive any cash incentive payments under the 2007 Cash Incentive Plan. For the 2006 Annual Cash Incentive Plan and pursuant to the Plan’s provision, the payout for 2006 was at 120% of target for all associates as well as each Named Executive Officer.

		Turner				McCabe				Queener				Carpenter				McMahan
2007 % Target			100	%			100	%			85	%			70	%			70	%
2007 % Payment			0	%			0	%			0	%			0	%			0	%
2007 Payment		$	—			$	—			$	—			$	—			$	—
2006 % Target			50	%			50	%			40	%			40	%			30	%
2006 % Payment			60	%			60	%			48	%			48	%			36	%
2006 Payment		$	246,000			$	233,700			$	112,320			$	84,000			$	63,000

(4)

Other Compensation - The Company provides the Named Executive Officers with other forms of compensation. The following is a listing of various types of other compensation that the Company has not used in the past but may consider in the future to award its executives. We believe that including a listing of forms of compensation that we currently do not use is beneficial to investors as they compare our compensation elements to those of other organizations.

		Turner		McCabe		Queener		Carpenter		McMahan
Stock appreciation rights granted		None		None		None		None		None
Stock performance units granted		None		None		None		None		None
Supplemental retirement plans		NA		NA		NA		NA		NA
Pension plan		NA		NA		NA		NA		NA
Deferred compensation		NA		NA		NA		NA		NA
Board fees		No		No		NA		NA		NA

Pinnacle Financial Partners, Inc.		Page 33

Group benefit package - All Company associates, including the Named Executive Officers, participate in the Company’s group benefit package which includes customary medical and dental benefits, group life, group disability, healthcare and dependent care reimbursement plans, 401k plan, etc. The Named Executive Officers receive no incremental employee benefits that are not offered to other Company associates, other than an enhanced long-term disability policy that provides incremental coverage over the group policy maximums. The following is a summary of the expense the Company incurred during 2007 and 2006 to provide a 401k plan match to our Named Executive Officers and the cost of the enhanced long term disability policy.

		Turner				McCabe				Queener				Carpenter				McMahan
2007
401k match		$	9,000			$	9,000			$	9,000			$	9,000			$	7,383
Long term disability policy		$	5,659			$	6,886			$	3,254			$	1,800			$	994
2006
401k match		$	16,927			$	16,109			$	9,888			$	7,000			$	7,000
Long term disability policy		$	5,175			$	6,309			$	2,993			$	1,670			$	994

Paid time off - Each Named Executive Officer receives an allotment of 25 days for paid time off each year (excluding holidays). The Company does not provide sick leave for any associate, including the Named Executive Officers. Additionally, associates, including the Named Executive Officers, are not permitted to carryover unused paid time off into a subsequent fiscal year.

Other Executive perquisites: The Company provided the following perquisites to the Named Executive Officers in 2007 and 2006:

Turner

McCabe

Queener

Carpenter

McMahan

Company provided vehicles

NA

NA

NA

NA

NA

Automobile allowance

$13,200/year

$13,200/year

$13,200/year

No

No

Parking allowances

No

No

No

No

No

Personal tax return fees paid

$

750

$

2,500

$

—

$

—

No

Health club membership

No

No

No

No

No

Country club membership

No

No

No

No

No

Corporate aircraft

NA

NA

NA

NA

NA

Pinnacle Financial Partners, Inc.		Page 34

     The following table summarizes certain information regarding grants of plan-based awards to the Named Executive Officers in 2007:

GRANTS OF PLAN-BASED AWARDS

						Estimated Future Payouts Under												Estimated Future Payouts Under
						Non-Equity Incentive Plan												Equity Incentive Plan
										Awards (1)												Awards (2)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)				(k)				(l)
																														All Other				All Other
																														Stock				Stock
																														Awards:				Awards:				Exercise
																														Number				Number of				or Base				Grant Date
																														of Shares				Securities				Price of				Fair Value
																														of Stock				Underlying				Option				of Stock and
Name and Principal																														or Units				Options				Awards				Option
Position		Grantdate				Threshold				Target				Maximum				Threshold				Target				Maximum				(#)				(#				($/share)				Awards
M. Terry Turner President and Chief			1/19/07				—				—				—				—				—				—				—				23,412			$	31.25			$	252,381
			1/19/07				—				—				—				—				4,267				4,267				—				—				—			$	133,344
Executive Officer			N/A			$	0.00			$	532,000			$	1,064,000				—				—				—				—				—				—				N/A
Robert A. McCabe, Jr. Chairman of the Board			1/19/07				—				—				—				—				—				—				—				22,242			$	31.25			$	239,769
			1/19/07				—				—				—				—				4,053				4,053				—				—				—			$	126,656
			N/A			$	0.00			$	505,400			$	1,010,800				—				—				—				—				—				—				N/A
Hugh M. Queener Chief Administrative Officer			1/19/07				—				—				—				—				—				—				—				11,706			$	31.25			$	126,191
			1/19/07				—				—				—				—				2,133				2,133				—				—				—			$	66,656
			N/A			$	0.00			$	238,000			$	476,000				—				—				—				—				—				—				N/A
Harold R. Carpenter Chief Financial Officer			1/19/07				—				—				—				—				—				—				—				8,780			$	31.25			$	94,648
			1/19/07				—				—				—				—				1,600				1,600				—				—				—			$	50,000
			N/A			$	0.00			$	192,500			$	385,000				—				—				—				—				—				—				N/A
Charles B. McMahan Chief Credit Officer			1/19/07				—				—				—				—				—				—				—				3,278			$	31.25			$	35,337
			1/19/07				—				—				—				—				597				597				—				—				—			$	18,656
			N/A			$	0.00			$	130,200			$	260,400				—				—				—				—				—				—				N/A

	(1)		The amounts shown in column (c) reflect the minimum payment level under the Company’s 2007 Annual Cash Incentive Plan which is 0% of the target amount shown in column (d). The amount shown in column (e) is 200% of such target amount. These amounts are based on the individual’s current salary and position.
	(2)		Reflects an award of restricted shares under the 2004 Plan. The amounts shown in column (g) reflect the restricted share award targeted number of shares that can be earned over a three-year vesting period. This is also the maximum number of shares that can be earned by the Named Executive Officer over the three-year period thus it is the same number in column (h). All awards in column (g) and (h) could be forfeited should the Company not meet the performance and soundness targets for these awards. The restrictions on these shares lapse in 33.3% annual increments upon the achievement of certain soundness and earnings per diluted share thresholds for the fiscal years ending December 31, 2007, 2008 and 2009 or soundness and cumulative performance thresholds for the three year period ended December 31, 2009. The Named Executive Officer is entitled to vote these shares and receive any dividends payable with respect thereto, if any, prior to the lapsing of the forfeiture restrictions thereon. Based on achievement of the soundness but lack of achievement of the earnings per diluted share thresholds for the fiscal year ended December 31, 2007, the restrictions on the 2007 tranche of the award granted on January 19, 2007 did not lapse. However the soundness and cumulative performance thresholds for 2005 awards were achieved and thus the restrictions for these awards did lapse. As a result, the threshold amounts above in column (f) do not reflect the vesting of the 2007 tranche of the 2007 award.
	(3)		The amounts shown in column (j) reflect the number of nonstatutory stock options granted pursuant to the 2004 Plan during 2007. All options are granted at an exercise price that equals the closing price of the Company’s common stock at the date of grant. All of the reflected awards expire ten years from the date of issuance and vest in 20% increments on the anniversary date of the grant. All awards were issued pursuant to the terms of the 2004 Plan. The amount in column (l) reflects the dollar amount to be recognized for financial statement purposes in accordance with SFAS 123(R) over the vesting period. Assumptions used in the calculations of these amounts are included in footnote 15 to the Company’s audited

Pinnacle Finnacle Partners, Inc.		Page 35

financial statements for the fiscal year ended December 31, 2007 included in the Company’s Annual Report of Form 10-K filed with the Securities and Exchange Commission on March 7, 2008. The following are the number of options to acquire common stock granted to each Named Executive Officer during 2007:

		Turner				McCabe				Queener				Carpenter				McMahan
Grant date	Jan. 19, 2007				Jan. 19, 2007				Jan. 19, 2007					Jan. 19, 2007				Jan. 19, 2007
No. of option awards			23,412				22,242				11,706				8,780				3,278
Exercise price		$	31.25			$	31.25			$	31.25			$	31.25			$	31.25
Grant date fair value of each option award		$	10.78			$	10.78			$	10.78			$	10.78			$	10.78
Aggregate value of award		$	252,381			$	239,769			$	126,191			$	94,648			$	35,337

Pinnacle Financial Partners, Inc.		Page 36

     The following table sets forth certain information with respect to outstanding equity awards at December 31, 2007:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

							Option Awards (1)																					Stock Awards (2)
(a)			(b)				(c)				(d)				(e)				(f)					(g)				(h)				(i)				(j)
																																				Equity
											Equity																					Equity				Incentive Plan
											Incentive																					Incentive Plan				Awards:
											Plan																	Market				Awards:				Market or
											Awards:																	Value of				Number of				PayoutValue
			Number of				Number of				Number of													Number of				Shares or				Unearned				of Unearned
			Securities				Securities				Securities													Shares or				Units of				Shares, Units				Shares, Units
			Underlying				Underlying				Underlying													Units of				Stock				or Other				or Other
			Unexercised				Unexercised				Unexercised				Option				Option					Stock That				That Have				Rights That				Rights That
			Options (#)				Options (#)				Unearned				Exercise				Expiration					Have Not				Not				Have Not				Have Not
0Name			Excercisable				Unexcercisable				Options (#)				Price ($)				Date					Vested (#)				Vested ($)				Vested (#)				Vested (3) (#)
M. Terry Turner				—				23,412				—			$	31.25				1/19/2017					—				—				6,414			$	163,036
				4,773				19,093				—			$	27.11				3/17/2016					—				—				—				—
				8,844				13,267				—			$	23.88				1/19/2015					—				—				—				—
				9,084				6,056				—			$	14.78				4/26/2014					—				—				—				—
				20,000				8,000				—			$	6.65				2/26/2013					—				—				—				—
				45,000				—				—			$	4.96				2/1/2012					—				—				—				—
				15,000				—				—			$	3.82				3/1/2011					—				—				—				—
				90,000				—				—			$	5.00				12/19/2010					—				—				—				—
Robert A. McCabe, Jr.				—				22,242				—			$	31.25				1/19/2017					—				—				6,027			$	153,202
				4,535				18,138				—			$	27.11				3/17/2016					—				—				—				—
				7,886				11,829				—			$	23.88				1/19/2015					—				—				—				—
				8,100				5,400				—			$	14.78				4/26/2014					—				—				—				—
				17,600				4,400				—			$	6.65				2/26/2013					—				—				—				—
				45,000				—				—			$	4.96				2/1/2012					—				—				—				—
				15,000				—				—			$	3.82				3/1/2011					—				—				—				—
				76,700				—				—			$	5.00				12/19/2010					—				—				—				—
Hugh M. Queener				—				11,706				—			$	31.25				1/19/2017					—				—				3,379			$	89,287
				2,387				9,546				—			$	27.11				3/17/2016					—				—				—				—
				6,922				10,384				—			$	23.88				1/19/2015					—				—				—				—
				7,110				4,740				—			$	14.78				4/26/2014					—				—				—				—
				15,200				3,800				—			$	6.65				2/26/2013					—				—				—				—
				27,000				—				—			$	4.96				2/1/2012					—				—				—				—
				9,000				—				—			$	3.82				3/1/2011					—				—				—				—
				60,000				—				—			$	5.00				12/19/2010					—				—				—				—
Harold R. Carpenter				—				8,780				—			$	31.25				1/19/2017					—				—				2,462			$	62,591
				1,838				7,351				—			$	27.11				3/17/2016					—				—				—				—
				2,160				3,240				—			$	23.88				1/19/2015					—				—				—				—
				3,300				2,200				—			$	14.78				1/12/2014					—				—				—				—
				12,000				—				—			$	4.96				2/1/2012					—				—				—				—
				6,000				—				—			$	3.82				3/1/2011					—				—				—				—
				4,000				—				—			$	5.00				12/19/2010					—				—				—				—
Charles B. McMahan				—				3,278				—			$	31.25				1/19/2017					—				—				1,363			$	34,660
				1,671				6,682				—			$	27.11				3/17/2016					—				—				—				—
				3,200				4,800				—			$	23.88				1/19/2015					—				—				—				—
				3,690				2,460				—			$	14.78				1/12/2014					—				—				—				—
				5,000				—				—			$	6.46				12/31/2012					—				—				—				—