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

At the 2009 Annual Meeting of Shareholders (the "Annual Meeting") of Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), on April 21, 2009, the Company's shareholders approved an amendment to the Company's 2004 Equity Incentive Plan (the "Plan") that increased the total number of shares available for issuance under the Plan by 750,000 shares and ratified the performance measures set forth in the Plan. The description of the amendment is qualified by reference to the amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. A brief description of the Plan is included as part of Proposal #2 in the Company's Proxy Statement for the Annual Meeting (the "Proxy Statement") which was filed with the Securities and Exchange Commission on March 11, 2009. The description of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

10.1 Fifth Amendment to the Pinnacle Financial Partners, Inc. 2004 Equity Incentive Plan.

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