Summary of PINNACLE FINANCIAL PARTNERS INC

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

(e)
2008 Special Cash Incentive Plan. On January 18, 2008, the Human Resources and Compensation Committee (the "Committee") approved the Pinnacle Financial Partners, Inc. 2008 Special Cash Incentive Plan (the "Plan"). Pursuant to the Plan, approximately 25 key employees of Pinnacle Financial Partners, Inc. (the "Company") that will be involved in integrating the operations of Mid-America Bancshares, Inc. ("Mid-America") with the Company's operations will be eligible to receive cash awards. Under the terms of the 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 the 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 the Plan are expected to be paid out on April 15, 2008. The maximum awards for the Company's executive officers that were identified as the Company's named executive officers in the proxy statement filed with the Securities and Exchange Commission for the Company's 2007 annual meeting of shareholders are as follows:

       Employee                Title                          Maximum Award

       M. Terry Turner         Chief Executive Officer         $     200,000
       Robert A. McCabe, Jr.   Chairman                        $     190,000
       Hugh M. Queener         Chief Administrative Officer    $     100,000
       Harold R. Carpenter     Chief Financial Officer         $      80,000
       Charles B. McMahan      Senior Credit Officer           $      60,000

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