Amended and Restated Employment Agreement

THISAMENDED AND RESTATED EMPLOYMENT AGREEMENT is made effective as of February 24,2005, by and between CAVALRY BANKING (the “BANK”), CAVALRY BANCORP, INC. (the”COMPANY”), a Tennessee corporation; and RONALD F. KNIGHT(“EXECUTIVE”).
WHEREAS,EXECUTIVE is currently employed by the BANK and the COMPANY pursuant to theterms of that certain Employment Agreement effective as of March 1, 1998;and
WHEREAS,the BANK, the COMPANY and EXECUTIVE desire to continue that employmentrelationship and to amend and restate the terms and conditions of suchemployment;
NOW,THEREFORE, in consideration of the mutual covenants herein contained, and uponthe other terms and conditions hereinafter provided, the parties hereby agree asfollows:
Duringthe period of his employment hereunder, EXECUTIVE agrees to serve as Presidentand Chief Operating Officer of the COMPANY and the BANK. Executive shall renderadministrative and management duties to the COMPANY and the BANK such as arecustomarily performed by persons situated in a similar executivecapacity.
(a)   The termof this Agreement shall be deemed to have commenced as of the date first abovewritten and shall continue for a period of thirty-six (36) full calendar monthsthereafter. Commencing on the first anniversary date, and continuing at eachanniversary date thereafter, the Board of Directors of the COMPANY and the BANK(the “Board”) may extend the Agreement for an additional year. Prior to theextension of the Agreement as provided herein, the Board of Directors of theCOMPANY and the BANK will conduct a formal performance evaluation of EXECUTIVEfor purposes of determining whether to extend the Agreement, and the resultsthereof shall be included in the minutes of the Board’s meeting.
(b)   Duringthe period of his employment hereunder, except for periods of absence occasionedby illness, reasonable vacation periods, and reasonable leaves of absence,EXECUTIVE shall devote substantially all his business time, attention, skill,and efforts to the faithful performance of his duties hereunder includingactivities and services related to the organization, operation and management ofthe BANK; provided, however, that, with the approval of the Board, as evidencedby a resolution of such Board, from time to time, EXECUTIVE may serve, orcontinue to serve, on the boards of directors of, and hold any other offices orpositions in, companies or organizations, which, in such Board’s judgment, willnot present any conflict of interest with the BANK, or materially affect theperformance of EXECUTIVE’s duties pursuant to this Agreement.

(a)   The compensationspecified under this Agreement shall constitute the salary and benefits paid forthe duties described in Sections 1 and 2. The BANK shall pay EXECUTIVE ascompensation a salary of $160,000 per year (“Base Salary”). Such Base Salaryshall be payable in accordance with the customary payroll practices of the BANK.During the period of this Agreement, EXECUTIVE’s Base Salary shall be reviewedat least annually; the first such review will be made no later than one yearfrom the date of this Agreement. Such review shall be conducted by a Committeedesignated by the Board, and the Board may increase EXECUTIVE’s Base Salary. Inaddition to the Base Salary provided in this Section 3(a), the BANK shallprovide EXECUTIVE at no cost to EXECUTIVE with all such other benefits as areprovided uniformly to permanent full- time employees of the BANK.
(b)   The BANKwill provide EXECUTIVE with employee benefit plans, arrangements and perquisitessubstantially equivalent to those in which EXECUTIVE was participating orotherwise deriving benefit from immediately prior to the beginning of the termof this Agreement, and the BANK will not, without EXECUTIVE’s prior writtenconsent, make any changes in such plans, arrangements or perquisites which wouldadversely affect EXECUTIVE’s rights or benefits thereunder. Without limiting thegenerality of the foregoing provisions of this Subsection (b), EXECUTIVE will beentitled to participate in or receive benefits under any employee benefit plansincluding, but not limited to, retirement plans, supplemental retirement plans,pension plans, profit-sharing plans, health-and-accident plan, medical coverageor any other employee benefit plan or arrangement made available by the BANK inthe future to its senior executives and key management employees, subject to,and on a basis consistent with, the terms, conditions and overall administrationof such plans and arrangements. EXECUTIVE will be entitled to incentivecompensation and bonuses as provided in any plan, or pursuant to any arrangementof the BANK, in which EXECUTIVE is eligible to participate. Nothing paid toEXECUTIVE under any such plan or arrangement will be deemed to be in lieu ofother compensation to which EXECUTIVE is entitled under this Agreement, exceptas provided under Section 5(e).
(c)   Inaddition to the Base Salary provided for by paragraph (a) of this Section 3, theBANK shall pay or reimburse EXECUTIVE for all reasonable travel and otherobligations under this Agreement and may provide such additional compensation insuch form and such amounts as the Board may from time to timedetermine.
(a)   Upon theoccurrence of an Event of Termination (as herein defined) during EXECUTIVE’sterm of employment under this Agreement, the provisions of this Section shallapply. As used in this Agreement, an “Event of Termination” shall mean andinclude any one or more of the following: (i) the termination by the BANK ofEXECUTIVE’s full-time employment hereunder for any reason other than a Change inControl, as defined in Section 5(a) hereof; disability, as defined in Section6(a) hereof; death; retirement, as defined in Section 7 hereof; or Terminationfor Cause, as defined in Section 8 hereof; (ii) EXECUTIVE’s resignation from theBANK’s employ, upon (A) unless consented to by EXECUTIVE, a material change in

EXECUTIVE’sfunction, duties, or responsibilities, which change would cause EXECUTIVE’sposition to become one of lesser responsibility, importance, or scope from theposition and attributes thereof described in Sections 1 and 2, above, any suchmaterial change shall be deemed a continuing breach of this Agreement, (B) arelocation of EXECUTIVE’s principal place of employment by more than 5 milesfrom its location at the effective date of this Agreement, or a materialreduction in the benefits and perquisites to EXECUTIVE from those being providedas of the effective date of this Agreement, (C) the liquidation or dissolutionof the BANK, or (D) any material breach of this Agreement by the BANK. Upon theoccurrence of any event described in clauses (A), (B), (C) or (D), above,EXECUTIVE shall have the right to elect to terminate his employment under thisAgreement by resignation upon not less than sixty (60) days prior written noticegiven within a reasonable period of time not to exceed, except in case of acontinuing breach, four (4) calendar months after the event giving rise to saidright to elect.
(b)  Upon theoccurrence of an Event of Termination, the BANK shall pay EXECUTIVE, or, in theevent of his subsequent death, his beneficiary or beneficiaries, or his estate,as the case may be, as severance pay or liquidated damages, or both, a sum equalto the payments due to EXECUTIVE for the remaining term of the Agreement,including Base Salary, bonuses, and any other cash or deferred compensation paidor to be paid (including the value of employer contributions that would havebeen made on EXECUTIVE’s behalf over the remaining term of the agreement to anytax-qualified retirement plan sponsored by the BANK as of the Date ofTermination), to EXECUTIVE for the term of the Agreement provided, however, thatif the BANK is not in compliance with its minimum capital requirements or ifsuch payments would cause the BANK’s capital to be reduced below its minimumcapital requirements, such payments shall be deferred until such time as theBANK is in capital compliance. All payments made pursuant to this Section 4(b)shall be paid in substantially equal monthly installments over the remainingterm of this Agreement following EXECUTIVE’s termination; provided, however,that if the remaining term of the Agreement is less than one (1) year(determined as of EXECUTIVE’s Date of Termination), such payments and benefitsshall be paid to EXECUTIVE in a lump sum within thirty (30) days of the Date ofTermination.
(c)   Upon theoccurrence of an Event of Termination, the BANK will cause to be continued life,medical, dental and disability coverage substantially identical to the coveragemaintained by the BANK for EXECUTIVE prior to his termination. Such coverageshall cease upon the expiration of the remaining term of thisAgreement.
(a)   Nobenefit shall be paid under this Section 5 unless there shall have occurred aChange in Control of the COMPANY or the BANK. For purposes of this Agreement, a’Change in Control” of the COMPANY or the BANK shall be deemed to occur if andwhen (a) there occurs a change in control of the BANK or the COMPANY within themeaning of the Home Owners Loan Act of 1933 and 12 C.F.R. Part 574, (b) anyperson (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act)is or becomes the beneficial owner, directly or indirectly, of securities of theCOMPANY or the BANK representing twenty-five percent (25%) or more of thecombined voting power of the COMPANY’s or the BANK’s then outstandingsecurities, (c) the membership of the board of directors of the COMPANY or theBANK changes

as theresult of a contested election, such that individuals who were directors at thebeginning of any twenty-four (24) month period (whether commencing before orafter the date of adoption of this Agreement) do not constitute a majority ofthe Board at the end of such period, or (d) shareholders of the COMPANY or theBANK approve a merger, consolidation, sale or disposition of all orsubstantially all of the COMPANY’s or the BANK’s assets, or a plan of partial orcomplete liquidation.
(b)   If any ofthe events described in Section 5(a) hereof constituting a Change in Controlhave occurred or the Board of the BANK or the COMPANY has reasonably determinedthat a Change in Control (as defined herein) has occurred, EXECUTIVE shall beentitled to the benefits provided in paragraphs (c), (d) and (e) of this Section5 upon his subsequent involuntary termination following the effective date of aChange in Control (or voluntary termination within twelve (12) months of theeffective date of a Change in Control following any material demotion, loss oftitle, office or significant authority, (it being understood that absent anequivalent executive position with the ultimate parent entity of the Company orits successor, the board of which is elected by public investors, Executiveshall not be deemed to have equivalent responsibility, importance and scope withhis current position), material reduction in his annual compensation or benefits(other than a reduction affecting the BANK’s personnel generally), or therelocation of his principal place of employment by more than 5 miles from itslocation immediately prior to the Change in Control), unless such termination isbecause of his death, retirement as provided in Section 7, termination forCause, or termination for Disability.
(c)   Upon theoccurrence of a Change in Control followed by EXECUTIVE’s termination ofemployment, the BANK shall pay EXECUTIVE, or in the event of his subsequentdeath, his beneficiary or beneficiaries, or his estate, as the case may be, asseverance pay or liquidated damages, or both, a sum equal to 2.99 timesEXECUTIVE’s “base amount,” within the meaning of Section 280G(b)(3) of theInternal Revenue Code of 1986 (“Code”), as amended. Such payment shall be madein a lump sum paid within ten (10) days of EXECUTIVE’s Date ofTermination.
(d)   Upon theoccurrence of a Change in Control followed by EXECUTIVE’s termination ofemployment as described in 5(b), the BANK will cause to be continued life,medical, dental and disability coverage substantially identical to the coveragemaintained by the BANK for EXECUTIVE prior to his severance. In addition,EXECUTIVE shall be entitled to receive the value of employer contributions thatwould have been made on EXECUTIVE’s behalf over the remaining term of theagreement to any tax-qualified retirement plan sponsored by the BANK as of theDate of Termination. Such coverage and payments shall cease upon the expirationof thirty-six (36) months.
(e)   Upon theoccurrence of a Change in Control, EXECUTIVE shall be entitled to receivebenefits due him under, or contributed by the COMPANY or the BANK on his behalf,pursuant to any retirement, incentive, profit sharing, bonus, performance,disability or other employee benefit plan maintained by the BANK or the COMPANYon EXECUTIVE’s behalf to the extent that such benefits are not otherwise paid toEXECUTIVE upon a Change in Control.

(f)   Notwithstandingthe preceding paragraphs of this Section 5, in the event that the aggregatepayments or benefits to be made or afforded to EXECUTIVE under this Section,together with any other payments or benefits received or to be received byEXECUTIVE in connection with a Change in Control, would be deemed to include an”excess parachute payment” under Section 280G of the Code, then, at the electionof EXECUTIVE, (i) such payments or benefits shall be payable or provided toEXECUTIVE over the minimum period necessary to reduce the present value of suchpayments or benefits to an amount which is one dollar ($1.00) less than three(3) times EXECUTIVE’s “base amount” under Section 280G(b)(3) of the Code or (ii)the payments or benefits to be provided under this Section 5 shall be reduced tothe extent necessary to avoid treatment as an excess parachute payment with theallocation of the reduction among such payments and benefits to be determined byEXECUTIVE.
(a)   IfEXECUTIVE shall become disabled as defined in the BANK’s then current disabilityplan (or, if no such plan is then in effect, if EXECUTIVE is permanently andtotally disabled within the meaning of Section 22(e)(3) of the Code asdetermined by a physician designated by the Board), the BANK may terminateEXECUTIVE’s employment for “Disability.”
(b)   Upon EXECUTIVE’stermination of employment for Disability, the BANK will pay EXECUTIVE, asdisability pay, a bi-weekly payment equal to three-quarters (3/4) of EXECUTIVE’sbi-weekly rate of Base Salary on the effective date of such termination. Thesedisability payments shall commence on the effective date of EXECUTIVE’stermination and will end on the earlier of (i) the date EXECUTIVE returns to thefull-time employment of the BANK in the same capacity as he was employed priorto his termination for Disability and pursuant to an employment agreementbetween EXECUTIVE and the BANK; (ii) EXECUTIVE’s full-time employment by anotheremployer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv)EXECUTIVE’s death; or (v) the expiration of the term of this Agreement. Thedisability pay shall be reduced by the amount, if any, paid to EXECUTIVE underany plan of the BANK providing disability benefits to EXECUTIVE.
(c)   The BANKwill cause to be continued life, medical, dental and disability coveragesubstantially identical to the coverage maintained by the BANK for EXECUTIVEprior to his termination for Disability. This coverage and payments shall ceaseupon the earlier of (i) the date EXECUTIVE returns to the full-time employmentof the BANK, in the same capacity as he was employed prior to his terminationfor Disability and pursuant to an employment agreement between EXECUTIVE and theBANK; (ii) EXECUTIVE’s full-time employment by another employer; (iii)EXECUTIVE’s attaining the age of sixty-five (65); (iv) EXECUTIVE’s death; or (v)the expiration of the term of this Agreement.
(d)   Notwithstanding theforegoing, there will be no reduction in the compensation otherwise payable toEXECUTIVE during any period during which EXECUTIVE is incapable of performinghis duties hereunder by reason of temporary disability.

Terminationby the BANK of EXECUTIVE based on “Retirement” shall mean retirement at or afterattaining age sixty-five (65) or in accordance with any retirement arrangementestablished with EXECUTIVE’s consent with respect to him. Upon termination ofEXECUTIVE upon Retirement, EXECUTIVE shall be entitled to all benefits under anyretirement plan of the BANK or the COMPANY and other plans to which EXECUTIVE isa party. Upon the death of EXECUTIVE during the term of this Agreement, the BANKshall pay to EXECUTIVE’s estate the compensation due to EXECUTIVE through thelast day of the calendar month in which his death occurred. Upon the voluntaryresignation of EXECUTIVE during the term of this Agreement, other than inconnection with an Event of Termination, the BANK shall pay to EXECUTIVE thecompensation due to EXECUTIVE through his Date of Termination.
Forpurposes of this Agreement, “Termination for Cause” shall include terminationbecause of EXECUTIVE’s personal dishonesty, incompetence, willful misconduct,breach of fiduciary duty involving personal profit, intentional failure toperform stated duties, willful violation of any law, rule, or regulation (otherthan traffic violations or similar offenses) or final cease-and-desist order, ormaterial breach of any provision of this Agreement. Notwithstanding theforegoing, EXECUTIVE shall not be deemed to have been terminated for Causeunless and until there shall have been delivered to him a copy of a resolutionduly adopted by the affirmative vote of not less than three-fourths (3/4) of themembers of the Board at a meeting of the Board called and held for that purpose(after reasonable notice to EXECUTIVE and an opportunity for him, together withcounsel, to be heard before the Board), finding that in the good faith opinionof the Board, EXECUTIVE was guilty of conduct justifying termination for Causeand specifying the reasons thereof. EXECUTIVE shall not have the right toreceive compensation or other benefits hereunder for any period aftertermination for Cause. Any stock options granted to EXECUTIVE under any stockoption plan or any unvested awards granted under any other stock benefit plan ofthe BANK, the COMPANY, or any subsidiary or affiliate thereof, shall become nulland void effective upon EXECUTIVE’s receipt of Notice of Termination for Causepursuant to Section 10 hereof, and shall not be exercisable by EXECUTIVE at anytime subsequent to such Termination for Cause.
(a)   The BOARDmay terminate EXECUTIVE’s employment at any time, but any termination by theBOARD, other than Termination for Cause, shall not prejudice EXECUTIVE’s rightto compensation or other benefits under this Agreement. EXECUTIVE shall not havethe right to receive compensation or other benefits for any period afterTermination for Cause as defined in Section 8 herein.
(b)   If EXECUTIVE is suspendedand/or temporarily prohibited from participating in the conduct of the BANK’saffairs by a notice served under Section 8(e)(3) or (g)(1) of the FederalDeposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(3) and (g)(1)), the BANK’sobligations under the Agreement shall be suspended as of the date of service,unless stayed by

appropriateproceedings. If the charges in the notice are dismissed, the BANK may, in itsdiscretion, (i) pay EXECUTIVE all or part of the compensation withheld while itscontract obligations were suspended and (ii) reinstate (in whole or in part) anyof its obligations that were suspended.
(c)   IfEXECUTIVE is removed and/or permanently prohibited from participating in theconduct of the BANK’s affairs by an order issued under Section 8(e)(4) or (g)(1)of the FDIA (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the BANK underthe Agreement shall terminate as of the effective date of the order, but vestedrights of the contracting parties shall not be affected.
(d)   If the BANK is in default(as defined in Section 3(x)(1) of the FDIA), all obligations under thisAgreement shall terminate as of the date of default, but this paragraph shallnot affect any vested rights of the parties.
(e)   Obligationsunder this Agreement shall terminate (except to the extent determined by theappropriate federal banking regulators that continuation of the Agreement isnecessary for the continued operation of the BANK) if compliance with the termthereof would violate 12 CFR Part 359. Any rights of the parties that havealready vested, however, shall not be affected by such action.
(f)   Anypayments made to EXECUTIVE pursuant to this Agreement, or otherwise, are subjectto and conditioned upon compliance with 12 U.S.C. Section 1828(k) and anyregulations promulgated thereunder.
(g)   Notwithstandinganything in this Agreement to the contrary, BANK may adjust the timing of theamounts payable pursuant to this Agreement (including but not limited toSections 4 and 5) in such a manner as BANK reasonably determines is necessary toprevent EXECUTIVE from being subject to the penalty tax provisions of Section409A of the Internal Revenue Code of 1986, as amended.
10.    NOTICE.
(a)   Anypurported termination by the BANK or by EXECUTIVE shall be communicated byNotice of Termination to the other party hereto. For purposes of this Agreement,a “Notice of Termination” shall mean a written notice which shall indicate thespecific termination provision in this Agreement relied upon and shall set forthin reasonable detail the facts and circumstances claimed to provide a basis fortermination of EXECUTIVE’s employment under the provision soindicated.
(b)   “Date ofTermination” shall mean (A) if EXECUTIVE’s employment is terminated forDisability, thirty (30) days after a Notice of Termination is given (providedthat he shall not have returned to the performance of his duties on a full-timebasis during such thirty (30) day period), and (B) if his employment isterminated for any other reason, other than Termination for Cause, the datespecified in the Notice of Termination. In the event of

EXECUTIVE’sTermination for Cause, the Date of Termination shall be the same as the date ofthe Notice of Termination.
(c)   If,within thirty (30) days after any Notice of Termination is given, the partyreceiving such Notice of Termination notifies the other party that a disputeexists concerning the termination, except upon the occurrence of a Change inControl and voluntary termination by EXECUTIVE in which case the Date ofTermination shall be the date specified in the Notice, the Date of Terminationshall be the date on which the dispute is finally determined, either by mutualwritten agreement of the parties, by a binding arbitration award, or by a finaljudgment, order or decree of a court of competent jurisdiction (the time forappeal there from having expired and no appeal having been perfected) andprovided further that the Date of Termination shall be extended by a notice ofdispute only if such notice is given in good faith and the party giving suchnotice pursues the resolution of such dispute with reasonablediligence.
(a)   In theevent any termination of EXECUTIVE’s employment hereunder pursuant to an Eventof Termination as provided in Section 4 hereof, EXECUTIVE agrees not to competewith the BANK and/or the COMPANY for a period equal to the number of months thenremaining in the term of this agreement, as extended pursuant to Section 2(a)following such termination, but in no event for more than 36 months after thedate of termination, in any city, town or county in which the BANK and/or theCOMPANY has an office or has filed an application for regulatory approval toestablish an office, determined as of the effective date of such termination. Inthe event of termination by EXECUTIVE of employment other than as described inSection 4(a)(ii), and other than after a Change in Control, EXECUTIVE agrees notto compete with the BANK and/or the Company for a period of one year in anycity, town or county in which the BANK or the COMPANY has an office or has filedan application for regulatory approval to establish an office, determined as ofthe effective date of termination, in consideration of the payment, quarterly inarrears, of an amount equal to the annual amount payable pursuant to thepreceding sentence. EXECUTIVE agrees that during such period and within saidcities, towns and counties, EXECUTIVE shall not work for or advise, consult orotherwise serve with, directly or indirectly, any entity whose businessmaterially competes with the depository, lending or other business activities ofthe BANK and/or the COMPANY. The parties hereto, recognizing that irreparableinjury will result to the BANK and/or the COMPANY, its business and property inthe event of EXECUTIVE’s breach of this Subsection 11(a) agree that in the eventof any such breach by EXECUTIVE, the BANK and/or the COMPANY will be entitled,in addition to any other remedies and damages available, to an injunction torestrain the violation hereof by EXECUTIVE, EXECUTIVE’s partners, agents,servants, employers, employees and all persons acting for or with EXECUTIVE.EXECUTIVE represents and admits that in the event of the termination of hisemployment pursuant to Section 4 hereof, EXECUTIVE’s experience and capabilitiesare such that EXECUTIVE can obtain employment in a business engaged in otherlines and/or of a different nature than the BANK and/or the COMPANY, and thatthe enforcement of a remedy by way of injunction will not prevent EXECUTIVE fromearning a livelihood. Nothing herein will be construed as prohibiting the BANKand/or the COMPANY from pursuing any other remedies available to the BANK

and/orthe COMPANY for such breach or threatened breach, including the recovery ofdamages from EXECUTIVE.
(b)   EXECUTIVErecognizes and acknowledges that the knowledge of the business activities andplans for business activities of the BANK and affiliates thereof, as it mayexist from time to time, is a valuable, special and unique asset of the businessof the BANK. EXECUTIVE will not, during or after the term of his employment,disclose any knowledge of the past, present, planned or considered businessactivities of the BANK or affiliates thereof to any person, firm, corporation,or other entity for any reason or purpose whatsoever. Notwithstanding theforegoing, EXECUTIVE may disclose any knowledge of banking, financial and/oreconomic principles, concepts or ideas which are not solely and exclusivelyderived from the business plans and activities of the BANK. In the event of abreach or threatened breach by EXECUTIVE of the provisions of this Section, theBANK will be entitled to an injunction restraining EXECUTIVE from disclosing, inwhole or in part, the knowledge of the past, present, planned or consideredbusiness activities of the BANK or affiliates thereof, or from rendering anyservices to any person, firm, corporation, other entity to whom such knowledge,in whole or in part, has been disclosed or is threatened to be disclosed.Nothing herein will be construed as prohibiting the BANK from pursuing any otherremedies available to the BANK for such breach or threatened breach, includingthe recovery of damages from EXECUTIVE.
Allpayments provided in this Agreement shall be timely paid in cash or check fromthe general funds of the BANK. The COMPANY, however, guarantees all payments andthe provision of all amounts and benefits due hereunder to EXECUTIVE and, ifsuch payments are not timely paid or provided by the BANK, such amounts andbenefits shall be paid or provided by the COMPANY.
ThisAgreement contains the entire understanding between the parties hereto andsupersedes any prior employment agreement between the BANK or any predecessor ofthe BANK and EXECUTIVE, except that this Agreement shall not affect or operateto reduce any benefit or compensation inuring to EXECUTIVE of a kind elsewhereprovided. No provision of this Agreement shall be interpreted to mean thatEXECUTIVE is subject to receiving fewer benefits than those available to himwithout reference to this Agreement.
(a)   Except asrequired by law, no right to receive payments under this Agreement shall besubject to anticipation, commutation, alienation, sale, assignment, encumbrance,charge, pledge, or hypothecation, or to execution, attachment, levy, or similarprocess or assignment by operation of law, and any attempt, voluntary orinvoluntary, to affect any such action shall be null, void, and of noeffect.

(b)   ThisAgreement shall be binding upon, and inure to the benefit of, EXECUTIVE, theBANK, the COMPANY and their respective successors and assigns.
(a)   This Agreement may not bemodified or amended except by an instrument in writing signed by the partieshereto.
(b)   No termor condition of this Agreement shall be deemed to have been waived, nor shallthere by any estoppel against the enforcement of any provision of thisAgreement, except by written instrument of the party charged with such waiver orestoppel. No such written waiver shall be deemed a continuing waiver unlessspecifically stated therein, and each such waiver shall operate only as to thespecific term or condition waived and shall not constitute a waiver of such termor condition for the future as to any act other than that specificallywaived.
If, forany reason, any provision of this Agreement, or any part of any provision, isheld invalid, such invalidity shall not affect any other provision of thisAgreement or any part of such provision not held so invalid, and each such otherprovision and part thereof shall to the full extent consistent with law continuein full force and effect.
Theheadings of sections and paragraphs herein are included solely for convenienceof reference and shall not control the meaning or interpretation of any of theprovisions of this Agreement.
ThisAgreement shall be governed by the laws of the State of Tennessee, unlessotherwise specified herein; provided, however, that in the event of a conflictbetween the terms of this Agreement and any applicable federal or state law orregulation, the provisions of such law or regulation shall prevail.
Anydispute or controversy arising under or in connection with this Agreement shallbe settled exclusively by arbitration, conducted before a panel of threearbitrators sitting in a location selected by the employee within fifty milesfrom the location of the BANK, in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on thearbitrator’s award in any court having jurisdiction; provided, however, thatEXECUTIVE shall be entitled to seek specific performance of his right to be paiduntil the Date of Termination during the pendency of any dispute or controversyarising under or in connection with this Agreement.
Allreasonable legal fees paid or incurred by EXECUTIVE pursuant to any dispute orquestion of interpretation relating to this Agreement shall be paid orreimbursed by the BANK, if EXECUTIVE is successful pursuant to a legal judgment,arbitration or settlement.

The BANKshall provide EXECUTIVE (including his heirs, executors and administrators) withcoverage under a standard directors’ and officers’ liability insurance policy atits expense, or in lieu thereof, shall indemnify EXECUTIVE (and his heirs,executors and administrators) to the fullest extent permitted under law againstall expenses and liabilities reasonably incurred by him in connection with orarising out of any action, suit or proceeding in which he may be involved byreason of his having been a director or officer of the BANK (whether or not hecontinues to be a directors or officer at the time of incurring such expenses orliabilities), such expenses and liabilities to include, but not be limited to,judgment, court costs and attorneys’ fees and the cost of reasonablesettlements. The provisions of 12 C.F.R. 545.121 shall apply to the BANK’sobligations under this Section 21.
The BANKand the COMPANY shall require any successor or assignee, whether direct orindirect, by purchase, merger, consolidation or otherwise, to all orsubstantially all the business or assets of the BANK or the COMPANY, expresslyand unconditionally to assume and agree to perform the BANK’s or the COMPANY’sobligations under this Agreement, in the same manner and to the same extent thatthe BANK or the COMPANY would be required to perform if no such succession orassignment had taken place.
INWITNESS WHEREOF, the BANK and the COMPANY have caused this Agreement to beexecuted and their seal to be affixed hereunto by a duly authorized officer, andEXECUTIVE has signed this Agreement, all on the 24th day ofFebruary, 2005.
By: /s/ Bethany K. Cole
By: /s/William S. Jones, EVP
By: /s/ Bethany K. Cole
By: /s/William S. Jones, EVP
By: /s/ William S. Jones
/s/ Ronald F. Knight
Ronald F. Knight