Employment Agreement

THISAGREEMENT is made effective as of February 24, 2005, by and between CAVALRYBANKING (the “BANK”), CAVALRY BANCORP, INC. (the “COMPANY”), a Tennesseecorporation; and WILLIAM S. JONES (“EXECUTIVE”).
WHEREAS,EXECUTIVE serves in a position of substantial responsibility;
WHEREAS,the BANK wishes to assure itself of the services of EXECUTIVE for the periodprovided in this Agreement; and
WHEREAS,EXECUTIVE is willing to serve in the employ of the BANK on a full-time basis forsaid period.
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 ExecutiveVice President 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)     Theterm of this Agreement shall be deemed to have commenced as of the date firstabove written and shall continue for a period of twenty-four (24) full calendarmonths thereafter. Commencing on the first anniversary date, and continuing ateach anniversary date thereafter, the Board of Directors of the COMPANY and theBANK (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)     During theperiod of his employment hereunder, except for periods of absence occasioned byillness, 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)     Thecompensation specified under this Agreement shall constitute the salary andbenefits paid for the duties described in Sections 1 and 2. The BANK shall payEXECUTIVE as compensation a salary of $150,000 per year (“Base Salary”). SuchBase Salary shall be payable in accordance with the customary payroll practicesof the BANK. During the period of this Agreement, EXECUTIVE’s Base Salary shallbe reviewed at least annually; the first such review will be made no later thanone year from the date of this Agreement. Such review shall be conducted by aCommittee designated by the Board, and the Board may increase EXECUTIVE’s BaseSalary. In addition to the Base Salary provided in this Section 3(a), the BANKshall provide EXECUTIVE at no cost to EXECUTIVE with all such other benefits asare provided uniformly to permanent full- time employees of theBANK.
(b)     The BANK willprovide 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)     Uponthe occurrence 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 25 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)     Uponthe occurrence of an Event of Termination, the BANK shall pay EXECUTIVE, or, inthe event of his subsequent death, his beneficiary or beneficiaries, or hisestate, as the case may be, as severance pay or liquidated damages, or both, asum equal to the payments due to EXECUTIVE for the remaining term of theAgreement, including Base Salary, bonuses, and any other cash or deferredcompensation paid or to be paid (including the value of employer contributionsthat would 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), to EXECUTIVE for the term of the Agreement provided,however, that if the BANK is not in compliance with its minimum capitalrequirements or if such payments would cause the BANK’s capital to be reducedbelow its minimum capital requirements, such payments shall be deferred untilsuch time as the BANK is in capital compliance. All payments made pursuant tothis Section 4(b) shall be paid in substantially equal monthly installments overthe remaining term 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 andbenefits shall be paid to EXECUTIVE in a lump sum within thirty (30) days of theDate of Termination.
(c)     Uponthe occurrence of an Event of Termination, the BANK will cause to be continuedlife, medical, dental and disability coverage substantially identical to thecoverage maintained by the BANK for EXECUTIVE prior to his termination. Suchcoverage shall 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

asthe result of a contested election, such that individuals who were directors atthe beginning 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)     Ifany of the events described in Section 5(a) hereof constituting a Change inControl have occurred or the Board of the BANK or the COMPANY has reasonablydetermined that a Change in Control (as defined herein) has occurred, EXECUTIVEshall be entitled to the benefits provided in paragraphs (c), (d) and (e) ofthis Section 5 upon his subsequent involuntary termination following theeffective date of a Change in Control (or voluntary termination within twelve(12) months of the effective date of a Change in Control following any materialdemotion, loss of title, office or significant authority (it being understoodthat absent an equivalent executive position with the ultimate parent entity ofthe Company or its successor, the board of which is elected by public investors,Executive shall not be deemed to have equivalent responsibility, importance andscope with his current position), material reduction in his annual compensationor benefits (other than a reduction affecting the BANK’s personnel generally),or the relocation of his principal place of employment by more than 5 miles fromits location immediately prior to the Change in Control), unless suchtermination is because of his death, retirement as provided in Section 7,termination for Cause, 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 1.99 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 twenty-four (24) 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)     UponEXECUTIVE’s termination of employment for Disability, the BANK will payEXECUTIVE, as disability pay, a bi-weekly payment equal to three-quarters (3/4)of EXECUTIVE’s bi-weekly rate of Base Salary on the effective date of suchtermination. These disability payments shall commence on the effective date ofEXECUTIVE’s termination and will end on the earlier of (i) the date EXECUTIVEreturns to the full-time employment of the BANK in the same capacity as he wasemployed prior to his termination for Disability and pursuant to an employmentagreement between EXECUTIVE and the BANK; (ii) EXECUTIVE’s full-time employmentby another employer; (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 BANK willcause 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)     Notwithstandingthe foregoing, there will be no reduction in the compensation otherwise payableto EXECUTIVE 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)     TheBOARD may terminate EXECUTIVE’s employment at any time, but any termination bythe BOARD, other than Termination for Cause, shall not prejudice EXECUTIVE’sright to compensation or other benefits under this Agreement. EXECUTIVE shallnot have the right to receive compensation or other benefits for any periodafter Termination for Cause as defined in Section 8 herein.
(b)     IfEXECUTIVE is suspended and/or temporarily prohibited from participating in theconduct of the BANK’s affairs by a notice served under Section 8(e)(3) or (g)(1)of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(3) and (g)(1)),the BANK’s obligations under the Agreement shall be suspended as of the date ofservice, 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)     Ifthe BANK is in default (as defined in Section 3(x)(1) of the FDIA), allobligations under this Agreement shall terminate as of the date of default, butthis paragraph shall not affect any vested rights of the parties.
(e)     Obligationsunder this Agreement shall be terminated (except to the extent determined by theappropriate federal banking regulator that continuation of the Agreement isnecessary for the continued operation of the BANK) if compliance with the termsthereof 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.
(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)     “Dateof Termination” 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)     Inthe event any termination of EXECUTIVE’s employment hereunder pursuant to anEvent of Termination as provided in Section 4 hereof, EXECUTIVE agrees not tocompete with the BANK and/or the COMPANY for a period equal to the number ofmonths then remaining in the term of this agreement, as extended pursuant toSection 2(a) following such termination, but in no event for more than 24 monthsafter the date of termination, in any city, town or county in which the BANKand/or the COMPANY has an office or has filed an application for regulatoryapproval to establish an office, determined as of the effective date of suchtermination. In the event of termination by EXECUTIVE of employment other thanas described in Section 4(a)(ii), and other than after a Change in Control,EXECUTIVE agrees not to compete with the BANK and/or the Company for a period ofone year in any city, town or county in which the BANK or the COMPANY has anoffice or has filed an application for regulatory approval to establish anoffice, determined as of the effective date of termination, in consideration ofthe payment, quarterly in arrears, of an amount equal to the annual amountpayable pursuant to the preceding sentence. EXECUTIVE agrees that during suchperiod and within said cities, towns and counties, EXECUTIVE shall not work foror advise, consult or otherwise serve with, directly or indirectly, any entitywhose business materially competes with the depository, lending or otherbusiness activities of the BANK and/or the COMPANY. The parties hereto,recognizing that irreparable injury will result to the BANK and/or the COMPANY,its business and property in the event of EXECUTIVE’s breach of this Subsection11(a) agree that in the event of any such breach by EXECUTIVE, the BANK and/orthe COMPANY will be entitled, in addition to any other remedies and damagesavailable, to an injunction to restrain the violation hereof by EXECUTIVE,EXECUTIVE’s partners, agents, servants, employers, employees and all personsacting for or with EXECUTIVE. EXECUTIVE represents and admits that in the eventof the termination of his employment pursuant to Section 4 hereof, EXECUTIVE’sexperience and capabilities are such that EXECUTIVE can obtain employment in abusiness engaged in other lines and/or of a different nature than the BANKand/or the COMPANY, and that the enforcement of a remedy by way of injunctionwill not prevent EXECUTIVE from earning a livelihood. Nothing herein will beconstrued as prohibiting the BANK and/or the COMPANY from pursuing any otherremedies 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)     Exceptas required 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)     ThisAgreement may not be modified or amended except by an instrument in writingsigned by the parties hereto.
(b)     Noterm or condition of this Agreement shall be deemed to have been waived, norshall there 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,for any reason, any provision of this Agreement, or any part of any provision,is held 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.

TheBANK shall provide EXECUTIVE (including his heirs, executors and administrators)with coverage under a standard directors’ and officers’ liability insurancepolicy at its expense, or in lieu thereof, shall indemnify EXECUTIVE (and hisheirs, executors and administrators) to the fullest extent permitted under lawagainst all expenses and liabilities reasonably incurred by him in connectionwith or arising out of any action, suit or proceeding in which he may beinvolved by reason of his having been a director or officer of the BANK (whetheror not he continues to be a directors or officer at the time of incurring suchexpenses or liabilities), such expenses and liabilities to include, but not belimited 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.
TheBANK and 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 24thday of February, 2005.
By: /s/ Ira B. Lewis, Jr.
By: /s/ Ronald F. Knight
By: /s/ Ira B. Lewis, Jr.
By: /s/ Ronald F. Knight
By: /s/ Ira B. Lewis, Jr.
       /s/ William S. Jones
William S. Jones