As filed with the Securities and Exchange Commission on August 19, 2004May 21, 2009
Registration No. 333-117627333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to
FormFORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Pinnacle Financial Partners, Inc.PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in its charter)
   
Tennessee
 62-1812853
(State or other jurisdiction of
of incorporation or organization)
 (I.R.S. employerEmployee
identification number)Identification Number)

The Commerce Center
211 Commerce Street Suite 300
Suite 300
Nashville, Tennessee 37201
(615) 744-3700
(Address, including zip code, and telephone number, including area code,
including area code, of registrant’s principal executive offices)

Harold R. Carpenter

M. Terry Turner
President and Chief Executive Officer
Pinnacle Financial Partners, Inc.
The Commerce Center
211 Commerce Street Suite 300
Suite 300
Nashville, Tennessee 37201
(615) 744-3700
(Name, address, including zip code, and telephone number
including area code, of agent for service)

CopiesCopy to:
Bob F. Thompson
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200
Bob F. Thompson
Katherine M. Koops
Bass, Berry & Sims PLC
Powell, Goldstein, Frazer & Murphy LLP
315 Deaderick Street, Suite 2700
191 Peachtree Street, N.E. 16th Floor
Nashville, Tennessee 37238-0002
Atlanta, Georgia 30303
(615) 742-6200
(404) 572-6600

Approximate Datedate of Commencementcommencement of Proposed Saleproposed sale to the Public:public: As soon as practicable  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.box:  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    box:oþ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box.box:  o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer þNon-accelerated filer o
(Do not check if a smaller reporting company)		Smaller Reporting Company o
CALCULATION OF REGISTRATION FEE
             
      Proposed Maximum
  Proposed Maximum
   
Title of Shares to be
  Amount to be
  Offering Price Per
  Aggregate Offering
  Amount of
Registered  Registered(1)(2)  Unit(1)(2)  Price(1)(2)(3)  Registration Fee(4)
Common Stock, par value $1.00 per share(5)(6)            
Preferred Stock, no par value per share(5)            
Warrants            
Debt Securities(5)(7)            
Depositary Shares(5)(8)            
Units(9)            
Total:
        $150,000,000  $8,370
             
(1)The amount to be registered and the proposed maximum aggregate offering price per unit are not specified as to each class of securities to be registered pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The securities covered by this Registration Statement may be sold or otherwise distributed separately or together with any other securities covered by this Registration Statement.
(2)Such indeterminate principal amount, liquidation amount or number of each identified class of securities as may from time to time be issued at indeterminate prices. The aggregate maximum offering price of all securities issued by Pinnacle Financial Partners, Inc. pursuant to this Registration Statement shall not have a maximum aggregate offering price that exceeds $150,000,000 in U.S. dollars or the equivalent at the time of offering in any other currency. Also includes such indeterminate principal amount, liquidation amount or number of identified classes of securities as may be issued upon conversion or exchange of any debt securities, preferred stock, or warrants that provide for conversion or exchange into other securities. No separate consideration will be received for such securities that are issued upon exchange or conversion of debt securities, preferred stock or warrants.
(3)Estimated solely for purposes of calculating the registration fee under Rule 457 under the Securities Act.
(4)Calculated pursuant to Rule 457(o) under the Securities Act.
(5)Shares of preferred stock, depositary shares or common stock may be issuable upon conversion of debt securities registered hereunder. No separate consideration will be received for such preferred stock, depositary shares or common stock.
(6)Shares of common stock may be issuable upon conversion of shares of preferred stock registered hereunder. No separate consideration will be received for such shares of common stock.
(7)If any debt securities are issued at an original issue discount, then such greater amount as may be sold for an initial aggregate offering price up to the proposed maximum aggregate offering price.
(8)In the event that Pinnacle Financial Partners, Inc. elects to offer to the public fractional interests in shares of preferred stock registered hereunder, depositary shares, evidenced by depositary receipts issued pursuant to a deposit agreement, will be distributed to those persons purchasing such fractional interests, and the shares of preferred stock will be issued to the depositary under any such agreement.
(9)Each unit will be issued under a unit agreement or indenture and will represent an interest in two or more securities, which may or may not be separable from one another.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment thatwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thisthe Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed.changed or supplemented. We may not sell any of the securities covered by this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesethe securities described herein and it iswe are not soliciting an offeroffers to buy thesethe securities described herein in any statejurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated August 19, 2004

PRELIMINARY PROSPECTUS

850,000 Shares

PINNACLE LOGO

SUBJECT TO COMPLETION, DATED MAY 21, 2009
PROSPECTUS
$150,000,000
PINNACLE FINANCIAL PARTNERS, INC.
Common Stock
Preferred Stock
Warrants
Debt Securities
Depositary Shares
Units
Pinnacle Financial Partners, Inc. may offer, issue and sell from time to time, together or separately, in one or more offerings any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) depositary shares and (vi) units, up to a maximum aggregate offering price of $150,000,000. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock and warrants may be convertible, exercisable or exchangeable for common or preferred stock or other securities of ours. The preferred stock may be represented by depositary shares. The units may consist of any combination of the securities listed above.

Common Stock

     Pinnacle Financial Partners

We may offer and sell these securities in amounts, at prices and on terms determined at the time of the offering. In addition, selling security holders to be named in a prospectus supplement may offer and sell these securities from time to time in such amounts and with such discounts and commissions as set forth in a prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, we will not receive any proceeds from the sale of securities by any selling security holders.
We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the accompanying prospectus supplement, as well as the documents incorporated or deemed incorporated by reference in this prospectus, carefully before you make your investment decision. Our common stock is offering 850,000 shares of its common stock. The shares are quotedlisted on the Nasdaq Stock Market’s NationalNASDAQ Global Select Market Systemand trades on that exchange under the symbol “PNFP.” On August 18, 2004,May 20, 2009, the last reported saleclosing price of the shares as reported on the Nasdaq Stock Market’s National Market System was $21.56 per share.

You should consider the risks which have been described in “Risk Factors” beginning on page 7 before buying shares of our common stock on the NASDAQ Global Select Market was $15.96 per share. You are urged to obtain current market quotations of the common stock.

Per ShareTotal
Public offering price$$
Underwriting discount$$
Proceeds, before expenses, to us$$

Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
We may offer to sell these securities on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If our agents or any dealers or underwriters may purchase up to an additional 127,500 sharesare involved in the sale of common stock from us at the public offering price, lesssecurities, the underwriting discount, within 30 daysapplicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Our net proceeds from the datesale of securities will also be set forth in the applicable prospectus supplement. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.
Investing in our securities involves risks. You should carefully consider the risk factors referred to on page 3 of this prospectus and set forth in the documents incorporated or deemed incorporated by reference herein before making any decision to cover over-allotments, if any.

invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.

The securities are not savings accounts, deposits or obligations of any bank and are not insured by the FDICFederal Deposit Insurance Corporation or any other governmental agency.

The underwriters expect to deliver the shares to purchasers against payment in                     ,                     on or about                     , 2004.

RAYMOND JAMES

The date of this prospectus is          , 2004.2009.

 

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
1
PINNACLE FINANCIAL PARTNERS, INC
1
PINNACLE NATIONAL BANK
2
RATIOS OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
2
RISK FACTORS
3
FORWARD LOOKING STATEMENTS
3
USE OF PROCEEDS
3
WHERE YOU CAN FIND MORE INFORMATION
3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
4
DESCRIPTIONS OF SECURITIES WE MAY OFFER
5
DESCRIPTION OF COMMON STOCK
5
DESCRIPTION OF PREFERRED STOCK
11
DESCRIPTION OF WARRANTS
12
DESCRIPTION OF DEBT SECURITIES
14
DESCRIPTION OF DEPOSITARY SHARES
23
DESCRIPTION OF UNITS
25
SELLING SECURITY HOLDERS
26
PLAN OF DISTRIBUTION
26
EXPERTS
29
LEGAL MATTERS
30
EX-4.7 FORM OF TRUST INDENTURE
EX-5.1 OPINION OF BASS, BERRY & SIMS PLC
EX-12.1 COMP. OF EARNINGS TO FIXED CHARGES
EX-23.1 CONSENT OF KPMG LLP

ABOUT THIS PROSPECTUS SUMMARY

This summary highlights selectedprospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we, and certain holders of our securities, may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings.
The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits and the documents incorporated or deemed incorporated herein by reference, can be read on the SEC website or at the SEC offices mentioned under the heading “Where You Can Find More Information.”
Each time we sell securities pursuant to this prospectus, we will provide a prospectus supplement containing specific information about the terms of a particular offering by us. The prospectus supplement may add, update or change information in this prospectus. If the information in the prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement. See “Where You Can Find More Information” for more information.
We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained elsewhere in, or incorporated by reference into, this prospectus. Because it is a summary, it may not contain all of the information that is important to you or that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the risk factors appearing elsewhere in this prospectus and review the documentsor any prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference including our financial statements and related notes, to understand this offering fully. All share and per share data set forth in this prospectus has been adjustedor any prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to reflect our two-for-one common stock split paid on May 10, 2004.

Unlesssell or the context indicates otherwise, all referencessolicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate on any date subsequent to “we”, “us”the date set forth on the front of such document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and “our”any prospectus supplement is delivered or securities are sold on a later date.

Unless this prospectus indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Pinnacle Financial” or the “Company” as used in this prospectus refer to Pinnacle Financial Partners, Inc. and its subsidiaries, on a consolidated basis.

including Pinnacle National Bank, which we sometimes refer to as “Pinnacle National,” the “bank,” our “bank subsidiary” or our “bank,” except that such terms refer to only Pinnacle Financial and Pinnacle Nationalnot its subsidiaries in the sections entitled “Description of Common Stock,” “Description of Preferred Stock,” “Description of Warrants,” “Description of Debt Securities,” “Description of Depositary Shares,” and “Description of Units.”

PINNACLE FINANCIAL PARTNERS, INC.

We are the second-largest bank holding company headquartered in Tennessee, with approximately $5.0 billion in assets as of March 31, 2009. Incorporated on February 28, 2000, Pinnacle Financial Partners, Inc., headquartered in Nashville, Tennessee, is the holding company forparent of Pinnacle National Bank and owns 100% of the capital stock of Pinnacle National Bank. The primary business of Pinnacle National operates as a community bank emphasizing personalized banking relationships with small to medium-sized businesses and affluent households located within the Nashville Metropolitan Statistical Area, or Nashville MSA.

     At June 30, 2004,Financial is operating Pinnacle National. As of March 31, 2009, we had total assets of $586.3 million, net loans of $350.8 million, deposits of $467.3 millionapproximately $3.8 billion and shareholders’ equity of $35.1approximately $631.6 million. For the six months ended June 30, 2004, our total revenues, the sum of net interest income and noninterest income, were $11.1 million, our net income was $2.2 million, and our diluted earnings per share were $0.27.

History.In February 2000, our founders identified an opportunity for

As a locally-owned financial institutionbank holding company, we are subject to serve the Nashville area with a high level of service and financial advice that they believed would be unique in the market. At that time, we believed this opportunity was primarily createdregulation by the consolidationBoard of dominant, locally-owned financial institutions into larger regional and super-regional banks, in particular,Governors of the acquisition of First American Corporation, a $20 billion holding company headquartered in Nashville, by AmSouth Bancorporation in 1999. Our founding management team — M. Terry Turner, president and chief executive officer; Robert A. McCabe, Jr., chairman; and Hugh M. Queener, chief administrative officer — were senior members of First American’s management team. Drawing on their experience inFederal Reserve System, or the Nashville banking and business community, our founding management team put together a well-respected and diversified board of directors and have successfully recruited,Federal Reserve Board. We are required to file reports with the Federal Reserve Board and are continuingsubject to recruit, a significant number of experienced banking and investment professionals to take advantage of the opportunityregular examinations by that the Nashville market affords. For a more detailed description of our management team and board of directors, please see “Management” beginning on page 14.

Market Area. Nashville is a large, fast-growing metropolitan market. It is the capital of Tennessee and, according to the U.S. Census Bureau, was one of the fastest growing metropolitan statistical areas in the United States during the 1990’s, ranking 18th among the 100 largest in terms of population growth. We believe the impressive growth of the Nashville area is a primary factor in the expansion of the deposit base for the Nashville MSA. According to the Federal Deposit Insurance Corporation, bank and thrift deposits in the Nashville MSA grew from approximately $13.0 billion in June 1995 to more than $20.2 billion in June 2003, representing a 55.4% increase.

     In addition to these growth dynamics, we believe three major trends in the Nashville MSA further strengthen our strategic market position as a locally-managed community bank:

• Customers generally perceive that service levels at banks are declining. We believe this is largely attributable to integration issues resulting from continued consolidation in the bank and brokerage industries. Additionally, small business owners want both a reliable point of contact that is knowledgeable about their business and the financial products and services that are important to the success of their business.

agency.

1

• Client usage of more sophisticated financial products continues to grow, causing traditional banks to lose market share to other types of financial services companies, such as mutual fund companies and securities brokerage firms.
• There is significant growth in the demand for convenient access to financial services, particularly through ATMs, telephone banking and Internet banking.

Market Philosophy and Business Strategies. We believe that our primary market segments, which are small to medium-sized businesses with annual sales from $1 million to $25 million and affluent households with investable assets over $250,000, are more likely to be attracted to our increased focus on customer service and our comprehensive financial product offerings. To attract business from these market segments, we seek to hire only seasoned professionals, from both the banking and brokerage industries, and to strategically design our banking, investment and insurance products to meet the expected needs of our targeted market segments. Accordingly, our marketing philosophy is centered on delivering exceptional service and effective financial advice through highly-trained personnel who understand and care about the comprehensive financial needs and objectives of our clients.

     To carry out our marketing philosophy, our specific business strategies have been and will continue to be:

• hiring and retaining highly experienced and qualified banking and financial professionals with successful track records and established books of business within our target markets;
• providing individualized attention backed by consistent, local decision-making authority;
• leveraging our directors’ and officers’ diverse personal and business contacts, community involvement and professional expertise;
• establishing a distribution strategy designed to prudently expand our physical and virtual market presence, thereby providing convenient banking access for our clients 24 hours a day; and
• using advanced technology and strategic alliances, including those established through Pinnacle National’s brokerage division, Pinnacle Asset Management, to provide a broad array of sophisticated and convenient banking, investment and insurance products and services.

     We believe that our business strategies allow us to effectively distinguish ourselves from other financial institutions operating within the Nashville MSA and to successfully attract and retain business relationships with small to medium-sized businesses and affluent households.

Growth Strategies. To date, we have experienced rapid growth compared to the banking industry in general and even relative to the typical de novo bank. Based on FDIC information as of December 31, 2003, Pinnacle National was the fastest growing of the 178 commercial banks chartered in the United States during 2000, in terms of total assets. As of June 30, 2004, we had grown the assets of Pinnacle National to $586.3 million. In addition to the rapid growth in bank assets, as of June 30, 2004, Pinnacle Asset Management’s licensed financial advisors were responsible for accumulating approximately $344 million in brokerage assets.

     We believe our growth is a result of the successful execution of our business strategies. Our goal is to continue this rapid growth trend. To accomplish this objective, we plan to continue focusing on the following growth strategies:

• Capturing Market Share from Large, Non-Local Competitors. According to FDIC deposit information, the collective market share of deposits in the Nashville MSA of AmSouth (subsequent to its acquisition of First American), Bank of America Corporation and SunTrust Banks, Inc. declined from 59.6% to 52.0% from June 30, 1999 to June 30, 2003. With large, non-local financial institutions holding approximately 76% of the deposit base in the Nashville MSA and approximately 90% in Davidson County as of June 30, 2003, we anticipate that we can continue to attract customers who prefer local decision-making and interaction with financial professionals who can provide personalized and knowledgeable service.

2

• Targeting Attractive Trade Areas in Our Market for Internal Expansion. Currently we have five branch offices in large, vibrant trade areas within the Nashville MSA. We plan to open two additional locations in 2004 in the West End Avenue area of Davidson County and in Franklin in Williamson County, and thereafter selectively expand into other trade areas. According to FDIC data for June 30, 2003, the total deposits in areas surrounding our current locations, together with our soon-to-be completed West End Avenue location, represent approximately 67% of the total deposits in the entire Nashville MSA. Based on the profiles of our primary market segments, we have targeted and plan to continue to target those trade areas with attractive population densities and population growth characteristics.
• Providing Innovative and Convenient Services. We plan to continue to provide our customers with innovative and convenient banking and investment services that we believe are necessary to retain and enhance existing relationships, as well as to attract new business relationships. In particular, we will continue to employ a customer-oriented service approach, enhanced by user-friendly technologies, to enable us to differentiate ourselves from other banking and investment institutions. For example, we have established a comprehensive on-line banking and brokerage system for commercial cash management clients and affluent households, allowing them to pay bills, originate wire transfers, obtain account information, including front and back images of checks, and perform on-line stock trades. Additionally, for our commercial clients, we also provide a deposit courier service making it convenient for businesses to establish banking relationships with Pinnacle National.
• Evaluating Merger and Acquisition Opportunities. Our long-term strategy may also include strategic mergers with or acquisitions of financial institutions in the Nashville MSA or other attractive market areas. We will prudently evaluate these opportunities as they arise.

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The Offering

 
Common stock offered by Pinnacle Financial Partners
850,000 shares
Common stock outstanding after this offering
8,254,586 shares
Net proceedsWe anticipate that our net proceeds from this offering, without the exercise of the over-allotment option, will be approximately $          .
Use of proceedsWe intend to contribute a substantial portion of the net proceeds to Pinnacle National for use as working capital to fund future internal growth with the remaining proceeds being available for other general corporate purposes of Pinnacle Financial Partners.
Risk factorsSee “Risk Factors” beginning on page 7 and the other information included and incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Nasdaq National Market symbolPNFP

The number of shares outstanding after the offering is based upon our shares outstanding as of June 30, 2004 and excludes a total of 1,039,000 shares issuable under outstanding options granted under our stock option plans at that date and 406,000 shares issuable under warrants which we issued to our organizers. Of these options and warrants, 803,376 are exercisable as of June 30, 2004, at a weighted average exercise price of $6.55 for the options and $5.00 for the warrants. The number of shares to be outstanding after the offering assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell an additional 127,500 shares.

Location of Executive Offices

     The address of ourOur principal executive offices is The Commerce Center,are located at 211 Commerce Street, Suite 300, Nashville, Tennessee 37201 and our telephone number at these offices is(615) 744-3700. Our internet address is www.pnfp.com.

1

4

Please note that our website is provided as an inactive textual reference and the information on our website is not incorporated by reference in this prospectus.
Summary ConsolidatedPINNACLE NATIONAL BANK
Our bank, Pinnacle National, is a national bank organized under the laws of the United States. At March 31, 2009, the bank was the second largest bank, based on asset size, headquartered in Tennessee, with approximately $5.0 billion in assets. Pinnacle National operates as an urban community bank serving the Nashville-Davidson-Murfreesboro-Franklin MSA, which we refer to as the Nashville MSA, and the Knoxville MSA. As an urban community bank, Pinnacle National provides the personalized service most often associated with small community banks, while offering the sophisticated products and services, such as investments and treasury management, often associated with larger financial institutions. Pinnacle National’s principal business is to originate loans and fund such loans with customers’ deposits obtained through its banking clients. Our bank also offers investment, trust and insurance services. We contract with Raymond James Financial DataService, Inc., or RJFS, a registered broker-dealer and investment adviser, to offer and sell various securities and other financial products to the public from our bank’s locations. Pinnacle National also maintains a trust department which provides fiduciary and investment management services for individual and institutional clients. Account types include personal trust, endowments, foundations, individual retirement accounts, pensions and custody. We have also established Pinnacle Advisory Services, Inc., a registered investment advisor, to provide investment advisory services to our clients. Additionally, Miller Loughry Beach Insurance and Services, Inc., a wholly-owned subsidiary of Pinnacle National, provides insurance products, particularly in the property and casualty area, to our clients. We derive income principally from interest charged on loans, and to a lesser extent, from fees received in connection with the sale and servicing of loans, deposit services, insurance commissions and interest earned and gains realized on the sale of investments. The bank’s principal expenses are interest expense on deposits and borrowings, operating expenses, provisions for loan losses and income tax expenses.
As of March 31, 2009, Pinnacle National had 33 banking offices located throughout the Nashville and Knoxville MSAs and employed 736 full-time equivalent associates.
Pinnacle National’s deposits are insured by the Federal Deposit Insurance Corporation, or FDIC, up to applicable limits. Our competitors include larger, multi-state banks, commercial banks, savings and loan associations, consumer and commercial finance companies, credit unions and other financial services companies.
Our bank is subject to comprehensive regulation, examination and supervision by the Office of the Comptroller of the Currency and the FDIC.
RATIOS OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth summary historical consolidated financial data from our consolidated financial statementsratio of earnings to fixed charges and should be read in conjunction with our consolidated financial statements includingratio of earnings to combined fixed charges and preferred stock dividends. Before we issued the related notesFixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value, which is referred to as the Series A preferred stock in this prospectus, to the United States Treasury Department on December 12, 2008, no shares of our preferred stock were outstanding.
Ratio of Earnings to Fixed Charges
                         
  Three Months Ended
 Years Ended December 31,
  March 31, 2009 2008 2007 2006 2005 2004
 
Excluding interest on deposits  1.97x  3.91x  3.44x  4.03x  4.14x  5.73x
Including interest on deposits  1.14x  1.47x  1.44x  1.54x  1.65x  2.01x


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Ratio of Earnings to Combined Fixed Charges and “Management’s DiscussionPreferred Stock Dividends
                         
  Three Months Ended
 Years Ended December 31,
  March 31, 2009 2008 2007 2006 2005 2004
 
Excluding interest on deposits  1.62x  3.84x  3.44x  4.03x  4.14x  5.73x
Including interest on deposits  1.13x  1.47x  1.44x  1.54x  1.65x  2.01x
RISK FACTORS
An investment in our securities involves significant risks. You should read and Analysis of Financial Conditioncarefully consider the risks and Results of Operations”uncertainties and the risk factors set forth in our Annual Report onForm 10-KSB10-K for the year ended December 31, 2008, which is incorporated by reference in this prospectus, and in the documents and reports we file with the SEC after the date of this prospectus which are incorporated by reference into this prospectus. Except for the data under “Performance Ratios and Other Data” and “Asset Quality Ratios,” the summary historical consolidated financial data as of December 31, 2003, 2002, 2001 and 2000 and for the years ended December 31, 2003, 2002 and 2001 and the period from February 28, 2000, (inception) to December 31, 2000 is derived from our audited consolidated financial statements and related notes, which were audited by KPMG LLP. The summary historical consolidated financial data as of and for the six months ended June 30, 2004 and June 30, 2003, is derived from unaudited consolidated financial statements for those periods. The unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items, which our management considers necessary for a fair presentation of our financial position and results of operations for these periods. The financial condition and results of operations as of and for the six months ended June 30, 2004, do not purport to be indicative of the financial condition or results of operations to be expected as of or for the fiscal year ending December 31, 2004.
                          
Six Months Ended
June 30,June 30,
200420032003200220012000
(Unaudited)
(In thousands, except per share data, ratios and percentages)
Statement of Financial Condition Data:
                        
Total assets $586,313  $403,229  $498,421  $305,279  $175,439  $39,042 
Loans, net  350,801   252,260   293,286   207,066   134,440   12,047 
Allowance for loan losses  (4,466)  (3,189)  (3,719)  (2,677)  (1,832)  (162)
Securities available-for-sale  137,892   99,968   139,944   73,980   19,886   7,116 
Deposits and securities sold under agreements to repurchase  491,094   326,892   405,619   249,067   147,917   22,945 
Federal Home Loan Bank advances  47,500   41,500   44,500   21,500   8,500   — 
Subordinated debt  10,310   —   10,310   —   —   — 
Stockholders’ equity  35,125   33,627   34,336   32,404   18,291   15,771 
Income Statement Data:
                        
Interest income $11,892  $8,315  $18,262  $12,561  $6,069  $506 
Interest expense  3,204   2,694   5,363   4,362   2,579   125 
   
   
   
   
   
   
 
 Net interest income  8,688   5,621   12,899   8,199   3,490   381 
Provision for loan losses  802   635   1,157   938   1,670   162 
   
   
   
   
   
   
 
 Net interest income after provision for loan losses  7,886   4,986   11,742   7,261   1,820   219 
Noninterest income  2,408   1,339   3,287   1,732   1,341   115 
Noninterest expense  7,027   4,917   11,049   7,989   6,363   2,589 
   
   
   
   
   
   
 
 Income (loss) before income taxes  3,267   1,408   3,980   1,004   (3,202)  (2,255)
Income (benefit) tax expense  1,028   498   1,426   356   (2,065)  — 
   
   
   
   
   
   
 
 Net income (loss) $2,239  $910  $2,555  $648  $(1,137) $(2,255)
   
   
   
   
   
   
 
Per Share Data:
                        
Earnings (loss) per share — basic $0.30  $0.12  $0.35  $0.11  $(0.29) $(1.40)
Weighted average shares outstanding — basic  7,391,013   7,384,106   7,384,106   6,108,942   3,963,196   1,617,616 
Earnings (loss) per share — diluted $0.27  $0.12  $0.33  $0.11  $(0.29) $(1.40)
Weighted average shares outstanding — diluted  8,246,422   7,722,274   7,876,006   6,236,844   3,963,196   1,617,616 
Book value per share $4.74  $4.55  $4.65  $4.39  $3.96  $4.13 
Common shares outstanding at end of period  7,404,586   7,384,106   7,384,106   7,384,106   4,624,106   3,820,000 

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Six Months Ended
June 30,June 30,
200420032003200220012000
(Unaudited)
(In thousands, except per share data, ratios and percentages)
Performance Ratios and Other Data(1):
                        
Return on average assets(2)  0.84%  0.53%  0.66%  0.29%  (1.19)%  (4.70)%
Return on average stockholders’ equity(2)  12.57%  5.55%  7.70%  2.45%  (7.8)%  (7.7)%
Net interest margin(3)  3.51%  3.43%  3.53%  3.81%  3.95%  5.71%
Net interest spread(4)  3.26%  3.12%  3.23%  3.42%  3.29%  2.33%
Noninterest income to average assets(2)  0.91%  0.77%  0.85%  0.76%  1.41%  0.42%
Noninterest expense to average assets(2)  2.64%  2.84%  2.85%  3.50%  6.70%  9.48%
Efficiency ratio(5)  63.3%  70.6%  68.3%  80.4%  131.7%  521.9%
Average loan to average deposit ratio  77.4%  88.9%  85.5%  98.5%  94.9%  98.6%
Average interest-earning assets to average interest-bearing liabilities  118.2%  119.1%  118.9%  119.6%  122.7%  248.0%
Asset Quality Ratios:
                        
Allowance for loan losses to nonperforming assets  333.5%  291.2%  981.3%  143.4%  732.8%  N/A 
Allowance for loan losses to total loans  1.26%  1.25%  1.25%  1.29%  1.36%  1.31%
Nonperforming assets to total assets  0.23%  0.27%  0.08%  0.60%  0.14%  0.00%
Nonaccrual loans to total loans  0.38%  0.43%  0.13%  0.89%  0.19%  0.00%
Net loan charge-offs to average loans(2)  0.03%  0.12%  0.05%  0.05%  0.00%  0.00%
Net charge-offs as a percentage of:                        
 Provision for loan losses  6.9%  19.4%  9.94%  9.91%  0.00%  0.00%
 Allowance for loan losses(2)  2.46%  3.86%  3.09%  3.47%  0.00%  0.00%
Capital Ratios:
                        
Leverage(6)  8.4%  8.9%  9.7%  11.1%  11.6%  82.5%
Tier 1 risk-based capital  10.2%  10.6%  11.8%  12.7%  10.1%  58.8%
Total risk-based capital  11.2%  11.7%  12.8%  13.8%  11.2%  59.4%

(1) Performance ratios and other data for the period ended December 31, 2000, are for the period from October 27, 2000, (commencement of banking operations) through December 31, 2000.
(2) Ratios and data for the six months ended June 30, 2004, and June 30, 2003, are annualized.
(3) Net interest margin is the result of net interest income for the period divided by average interest earning assets.
(4) Net interest spread is the result of the difference between the interest yield earned on interest earning assets less the interest paid on interest bearing liabilities.
(5) Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.
(6) Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.

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RISK FACTORS

Investing in our common stock involves various risks which are particular to our company, our industry and our market area. Several risk factors regarding investing in our common stock are discussed below. This listing should not be considered as all-inclusive. If any of the following risks were to occur, we may not be able to conduct our business as currently planned and our financial condition or operating results could be negatively impacted, all of which might cause the trading price of our common stock to decline.

We have a concentration of credit exposure to borrowers in the trucking industry and to operators of nonresidential buildings and to small to medium-sized businesses.

     At June 30, 2004, we had total credit exposure to borrowers in the trucking industry and to borrowers that operate nonresidential buildings equal to $39.3 million and $23.5 million, respectively. As a percentage of our total loans outstanding as of June 30, 2004, these amounts were 11.1% and 6.7%, respectively. If either of these industries experience an economic slowdown and, as a result, the borrowers in these industries are unable to perform their obligations under their existing loan agreements, our earnings could be negatively impacted, causing the value of our common stock to decline.

     Additionally, a substantial focus of our marketing and business strategy is to serve small to medium-sized businesses in the metropolitan Nashville area. As a result, a relatively high percentage of our loan portfolio consists of commercial loans to small to medium-sized business. At June 30, 2004, our commercial loans accounted for 70.3% of our total loans. During periods of economic weakness, small to medium-sized businesses may be impacted more severely than larger businesses. Consequently, the ability of such businesses to repay their loans may deteriorate, which would adversely impact our results of operations and financial condition.

We are geographically concentrated in the Nashville, Tennessee MSA, and changes in local economic conditions impact our profitability.

     We operate primarily in the Nashville, Tennessee MSA, and substantially all of our loan customers and most of our deposit and other customers live or have operations in the Nashville MSA. Accordingly, our success significantly depends upon the growth in population, income levels, deposits and housing starts in the Nashville MSA, along with the continued attraction of business ventures to the area. Our profitability is impacted by the changes in general economic conditions in this market. Additionally, unfavorable local or national economic conditions could reduce our growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations.

     We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, we cannot give any assurance that we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.

Our continued growth may require the need for additional capital and further regulatory approvals which, if not obtained, could adversely impact our profitability and implementation of our current business plan.

     To continue to grow, we will need to provide sufficient capital to Pinnacle National through earnings generation, additional equity offerings or borrowed funds or any combination of these sources of funds. Should we incur indebtedness, we are required to obtain certain regulatory approvals beforehand. Should our growth exceed our expectations, as has been the case to-date, we may need to raise additional capital over our projected capital needs. However, our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand and grow our operations could be materially impaired. Additionally, our current plan involves increasing our branch network, which will require capital expenditures. Our expansion efforts may also require certain

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regulatory approvals. Should we not be able to obtain such approvals or otherwise not be able to grow our asset base, our ability to attain our long-term profitability goals will be more difficult.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

     If loan customers with significant loan balances fail to repay their loans according to the terms of these loans, our earnings would suffer. We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of any collateral securing the repayment of our loans. We maintain an allowance for loan losses in an attempt to cover the inherent risks associated with lending. In determining the size of this allowance, we rely on an analysis of our loan portfolio based on volume and types of loans, internal loan classifications, trends in classifications, volume and trends in delinquencies, nonaccruals and charge-offs, national and local economic conditions, other factors and other pertinent information. If our assumptions are inaccurate, our current allowance may not be sufficient to cover potential loan losses, and additional provisions may be necessary which would decrease our earnings.

     In addition, federal and state regulators periodically review our loan portfolio and may require us to increase our provision for loan losses or recognize loan charge-offs. Their conclusions about the quality of our loan portfolio may be different than ours. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a negative effect on our operating results.

Fluctuations in interest rates could reduce our profitability.

     Changes in interest rates may affect our level of interest income, the primary component of our gross revenue,prospectus, as well as any risks described in any applicable prospectus supplement, before you make an investment decision regarding the level of our interest expense, our largest recurring expenditure. Interest rate fluctuations are caused by many factors which, for the most part, aresecurities. Additional risks and uncertainties not under our direct control. For example, national monetary policy plays a significant role in the determination of interest rates. Additionally, competitor pricing and the resulting negotiations that occur with our customers also impact the rates we collect on loans and the rates we pay on deposits.

     As interest rates change, we expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” may work against us, and our earnings may be negatively affected.

     Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. A decline in the market value of our assets may limit our ability to borrow additional funds or result in our lenders requiring additional collateral from us under our loan agreements. As a result, we could be required to sell some of our loans and investments under adverse market conditions, upon terms that are not favorablepresently known to us in order to maintain our liquidity. If those sales are made at prices lower than the amortized costs of the investments, we will incur losses.

We may issue additional common stock or other equity securities in the future which could dilute the ownership interest of existing shareholders.

     In order to maintain our capital at desired or regulatorily-required levels, we may be required to issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of common stock. We may sell these shares at prices below the public offering price of the shares offered by this prospectus, and the sale of these shares may significantly dilute your ownership as a shareholder. We could also issue additional shares in connection with acquisitions of other financial institutions.

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Even though our common stock is currently traded on the Nasdaq Stock Market’s National Market System, it has substantially less liquidity than the average stock quoted on a national securities exchange.

     The trading volume in our common stock on the Nasdaq National Market has been relatively low when compared with larger companies listed on the Nasdaq National Market or the stock exchanges. We cannot say with any certainty that a more active and liquid trading market for our common stock will develop. Because of this, it may be more difficult for you to sell a substantial number of shares for the same price at which you could sell a smaller number of shares.

     We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We, therefore, can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.

     The market price of our common stock may fluctuate in the future, and these fluctuations may be unrelated to our performance. General market price declines or overall market volatility in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

Loss of our senior executive officers or other key employees could impair our relationship with our customers and adversely affect our business.

     We have assembled a senior management team which has a substantial background and experience in banking and financial services in the Nashville market. Loss of these key personnel could negatively impact our earnings because of their skills, customer relationships and/or the potential difficulty of promptly replacing them.

Competition with other banking institutions could adversely affect our profitability.

     A number of banking institutions in the Nashville market have higher lending limits, more banking offices, and a larger market share. In addition, our asset management division competes with numerous brokerage firms and mutual fund companies which are also much larger. In some respects, this may place these competitors in a competitive advantage, although many of our customers have selected us because of service quality concerns at the larger enterprises. This competition may limit or reduce our profitability, reduce our growth and adversely affect our results of operations and financial condition.

If a change in control or change in management is delayed or prevented, the market price of our common stock could be negatively affected.

     Provisions in our corporate documents, as well as certain federal and state regulations, may make it difficult and expensive to pursue a tender offer, change in control or takeover attempt that our board of directors opposes. As a result, our shareholders may not have an opportunity to participate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. Anti-takeover provisions contained in our charter also will make it more difficult for an outside shareholder to remove our current board of directors or management.

The amount of common stock owned by, and other compensation arrangements with, our officers and directors may make it more difficult to obtain shareholder approval of potential takeovers that they oppose.

     As of June 30, 2004, directors and executive officers beneficially owned approximately 18.9% of our common stock. Employment agreements with our senior management also provide for significant payments under certain circumstances following a change in control. These compensation arrangements, together with the common stock, option and warrant ownership of our board and management, could make it

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difficult or expensive to obtain majority support for shareholder proposals or potential acquisition proposals of us that our directors and officers oppose.

Our business is dependent on technology, and an inability to invest in technological improvements may adversely affect our results of operations and financial condition.

     The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. We have made significant investments in data processing, management information systems and internet banking accessibility. Our future success will depend in part upon our ability to create additional efficiencies in our operations through the use of technology, particularly in light of our past and projected growth strategy. Many of our competitors have substantially greater resources to invest in technological improvements. We cannot assure you that our technological improvements will increase our operational efficiency or that we will be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Wecurrently deem immaterial may be unable to satisfy regulatory requirements relating to our internal control over financial reporting.

     Section 404 of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our internal control over financial reporting and have our auditor attest to such evaluation. Although we have prepared an internal plan of action for compliance, we have not completed the evaluation as of the date of this filing. Compliance with these requirements is expected to be expensive and time-consuming and may negatively impact our results of operations. Further, we may not meet the required deadlines. If we fail to timely complete this evaluation, or if our auditors cannot timely attest to our evaluation, we may be subject to regulatory scrutiny and a loss of public confidence in our internal control over financial reporting.

We are subject to various statutes and regulations that may limit our ability to take certain actions.

     We operate in a highly regulated industry and are subject to examination, supervision, and comprehensive regulation by various regulatory agencies. Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. We are also subject to capitalization guidelines established by our regulators, which require us to maintain adequate capital to support our growth.

The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes onaffect our business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably.

operations.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-lookingThe words “expect”, “anticipate”, “intend”, “consider”, “plan”, “believe”, “seek”, “should”, “estimate”, and similar expressions are intended to identify such forward-looking statements, whichbut other statements may constitute forward-looking statements. These statements should be considered subject to various risks and uncertainties, and are made based onupon management’s belief as well as assumptions made by, and estimates and describe our future plans, strategies and expectations, are generally identifiable by the useinformation currently available to, management pursuant to “safe harbor” provisions of the words “anticipate,” “will,” “believe,” “estimate,” “expect,” “intend,” “seek,” or similar expressions. These forward-looking statements may address, among other things, our business plans, objectives or goal for future operations, the anticipated effectsPrivate Securities Litigation Reform Act of the offering of the securities hereunder, our forecasted revenues, earnings, assets or other measures of performance. These forward-looking statements are subject to risks, uncertainties and assumptions. Important factors that could cause1995. Pinnacle Financial’s actual results tomay differ materially from the results anticipated in forward-looking statements due to a variety of factors including, without limitation those described above under “Risk Factors,” and (i) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (ii) greater than anticipated deterioration in the economy in the Nashville and Knoxville, Tennessee areas, particularly in commercial and residential real estate markets, (iii) rapid fluctuations or unanticipated changes in interest rates, (iv) reduced ability to expand because of capital constraints or regulatory policies, (v) changes in state or federal legislation or regulations applicable to financial service providers, including banks, (vi) increased competition with other financial institutions and (vii) the impact of governmental restrictions on entities participating in the United States Treasury Department’s Capital Purchase Program. Many of these risks factors are beyond our ability to control or predict, and you are cautioned not to put undue reliance on such forward-looking statements. Pinnacle Financial does not intend to update or reissue any forward-looking statements contained in this report as a result of new information or other circumstances that may become known to Pinnacle Financial.
USE OF PROCEEDS
Unless otherwise provided in the applicable prospectus supplement to this prospectus used to offer specific securities, we expect to use the net proceeds from any offering of securities by us for general corporate purposes, which may include acquisitions, capital expenditures, investments, and the repayment, redemption or refinancing of all or a portion of any indebtedness or other securities outstanding at a particular time. Pending the application of the net proceeds, we expect to invest the proceeds in short-term, interest-bearing instruments or other investment-grade securities.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement onForm S-3 under the Securities Act of 1933 for the securities being offered under this prospectus. This prospectus, which is part of the registration statement, does


3

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we make
not contain all of the information set forth in the registration statement and accompanying exhibits. This prospectus contains descriptions of certain agreements or incorporatedocuments that are exhibits to the registration statement. The statements as to the contents of such exhibits, however, are brief descriptions and are not necessarily complete, and each statement is qualified in all respects by reference to such agreement or document. In addition, we file annual, quarterly and other reports, proxy statements and other information with the SEC. Our current SEC filings and the registration statement and accompanying exhibits may be inspected without charge at the public reference facilities of the SEC located at 100 F Street, N. E., Washington, D.C. 20549. You may obtain copies of this information at prescribed rates. The SEC also maintains a website that contains reports, proxy statements, registration statements and other information, including our filings with the SEC. The SEC website address is www.sec.gov. You may call the SEC at1-800-SEC-0330 to obtain further information on the operations of the public reference room. We make available free of charge through our web site our Annual Report onForm 10-K, Quarterly Reports onForm 10-Q, Current Reports onForm 8-K, Proxy Statement on Schedule 14A and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Our website address is www.pnfp.com. Please note that our website address is provided as an inactive textual reference only. Information contained on or accessible through our website is not part of this prospectus or the prospectus supplement, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this prospectus are describedor the prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” certain information that we file with the SEC into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus or any document we subsequently file with the SEC that is incorporated or deemed to be incorporated by reference into this prospectus. Likewise, any statement in this prospectus or any document which is incorporated or deemed to be incorporated by reference herein will be deemed to have been modified or superseded to the extent that any statement contained in any document that we subsequently file with the SEC that is incorporated or deemed to be incorporated by reference herein modifies or supersedes that statement. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under “Risk Factors.” These factors include, but are not limited to:Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the filing of this prospectus and prior to the sale of all the securities covered by this prospectus.

 • concentration of credit exposure;Our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.
 
 • Our Quarterly Report onForm 10-Q for the strength of the Nashville MSA economy;quarter ended March 31, 2009.
 
 • our potential growthOur Current Reports onForm 8-K dated January 6, 2009, March 6, 2009, April 27, 2009 and the need for sufficient capital to support that growth;May 19, 2009.
 
 • an insufficient allowanceThe description of our common stock, par value $1.00 per share, contained in our Registration Statement onForm 8-A/A filed with the SEC and dated January 12, 2009, including all amendments and reports filed for loan losses as a resultpurposes of inaccurate assumptions;updating such description.
 
 • changes in interest rates, yield curvesAny documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the filing of this prospectus and interest rate spread relationships;
• changes inbefore the quality or compositiontermination of our loan or investment portfolios, including adverse developments in borrower industries or in the repayment abilityoffering of individual borrowers or issuers;
• increased competition or market concentration; and
• new state or federal legislation, regulations, or the initiation or outcome of litigation.securities offered hereby.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report onForm 8-K, including the related exhibits, is not incorporated by reference in this prospectus.


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You may request a copy of these documents, which will be provided to you at no cost, by writing or telephoning us using the following contact information:
IfPinnacle Financial Partners, Inc.
The Commerce Center
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
Attention: Investor Relations
Telephone:(615) 744-3700
DESCRIPTIONS OF SECURITIES WE MAY OFFER
This prospectus contains summary descriptions of the common stock, preferred stock, warrants, debt securities, depositary shares and units that we may offer and sell from time to time. We may issue the debt securities as exchangeableand/or convertible debt securities exchangeable for or convertible into shares of common stock or preferred stock. The preferred stock may also be exchangeable forand/or convertible into shares of common stock or another series of preferred stock. When one or more of these risks or uncertainties materialize, or ifsecurities are offered in the future, a prospectus supplement will explain the particular terms of the securities and the extent to which these general provisions may apply. These summary descriptions and any summary descriptions in the applicable prospectus supplement do not purport to be complete descriptions of our underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from future results, performance or achievements expressed or implied by these forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalfthe terms and conditions of each security and are expressly qualified in their entirety by reference to Pinnacle Financial’s amended and restated charter and bylaws, the cautionary statementsTennessee Business Corporation Act and any other documents referenced in this prospectus. such summary descriptions and from which such summary descriptions are derived. If any particular terms of a security described in the applicable prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by the terms set forth in that prospectus supplement.
We undertake no obligationmay issue securities in book-entry form through one or more depositaries, such as The Depository Trust Company, Euroclear or Clearstream, named in the applicable prospectus supplement. Each sale of a security in book-entry form will settle in immediately available funds through the applicable depositary, unless otherwise stated. We will issue the securities only in registered form, without coupons, although we may issue the securities in bearer form if so specified in the applicable prospectus supplement. If any securities are to publiclybe listed or quoted on a securities exchange or quotation system, the applicable prospectus supplement will say so.
DESCRIPTION OF COMMON STOCK
The following is a description of our common stock and certain provisions of our amended and restated charter and bylaws and certain provisions of applicable law. The following is only a summary and is qualified by applicable law and by the provisions of our amended and restated charter and bylaws, copies of which have been filed with the SEC and are also available upon request from us. You should read the prospectus supplement, which will contain additional information and which may update or revise any forward-looking statements to reflect future events or developments.

USE OF PROCEEDS

     We estimate that our net proceeds from our salechange some of the information below.

General
The authorized capital stock of Pinnacle Financial consists of 90 million shares of common stock, wepar value $1.00 per share, and 10 million shares of preferred stock, no par value. As of May 19, 2009, 24,061,494 shares of Pinnacle Financial common stock were outstanding, and 95,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A were outstanding. The remaining shares of preferred stock, other than the shares currently issued as Series A preferred stock, may be issued in one or more series with those terms and at those times and for any consideration as the Pinnacle Financial board of directors determines.


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The outstanding shares of Pinnacle Financial common stock are offeringfully paid and nonassessable. Holders of Pinnacle Financial common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Holders of Pinnacle Financial common stock do not have pre-emptive rights and are not entitled to cumulative voting rights with respect to the election of directors. The Pinnacle Financial common stock is neither redeemable nor convertible into other securities, and there are no sinking fund provisions with respect to the common stock.
Subject to the preferences applicable to any shares of Pinnacle Financial preferred stock outstanding at the time, including the Series A preferred stock, holders of Pinnacle Financial common stock are entitled to, in the event of liquidation, share ratably in all assets remaining after payment of liabilities.
Election of Directors
Pinnacle Financial’s amended and restated charter and bylaws provide that the Pinnacle Financial board of directors is to be divided into three classes as nearly equal in number as possible. Directors are elected by classes to three-year terms, so that approximately one-third of the directors of Pinnacle Financial are elected at each annual meeting of the shareholders. In addition, Pinnacle Financial’s bylaws provide that the power to increase or decrease the number of directors and to fill vacancies is vested in the Pinnacle Financial board of directors. The overall effect of these provisions may be to prevent a person or entity from seeking to acquire control of Pinnacle Financial through an increase in the number of directors on the Pinnacle Financial board of directors and the election of designated nominees to fill newly created vacancies.
In the event that Pinnacle Financial fails to pay dividends on the Series A preferred stock for an aggregate of six quarterly dividend periods or more (whether or not consecutive), the authorized number of directors then constituting Pinnacle Financial’s board of directors will be approximately $          , or approximately $           million if the underwriters’ over-allotment option is exercised in full, in each case after deducting estimated underwriting discounts and commissions and the estimated offering expenses payableincreased by us assuming a public offering price of $           per share.

We will invest approximatelytwo. Holders of the net proceeds in Pinnacle National, where these proceeds would be available for general corporate purposes, including Pinnacle National’s lending and investment activities associatedSeries A preferred stock, together with its anticipated growth. We will retain the remaining approximately $holders of the net proceeds for our general corporate purposes and working capitalany outstanding parity stock with like voting rights, referred to position us for future growth opportunities. Pending these uses, the net proceedsas voting parity stock, voting as a single class, will be invested by us inentitled to elect the two additional members of Pinnacle Financial’s board of directors, referred to as the preferred stock directors, at the next annual meeting (or at a variety of short-term assets, including federal funds, interest-bearing deposits in other banks and similar investments.

PRICE RANGE OF OUR COMMON STOCK

     Our common stock has been traded on the Nasdaq Stock Market’s National Market System since August 14, 2002, under the symbol “PNFP.” From May 28, 2002, to August 13, 2002, our common stock was traded on the Nasdaq SmallCap Market and before that time it was traded on the Nasdaq over-the-counter bulletin board. The following table shows the high and low bid information for our common stockspecial meeting called for the quarters since our commonpurpose of electing the preferred stock was originally listed ondirectors prior to the Nasdaq over-the-counter bulletin boardnext annual meeting) and thereafter on the Nasdaq SmallCap Marketat each subsequent annual meeting until all accrued and the Nasdaq National Market System. Quotationsunpaid dividends for the period of time that the common stock was traded on the over-the-counter bulletin board reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent

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actual transactions. The stock prices set forth below are adjusted to reflect our two-for-one common stock splitall past dividend periods have been paid on May 10, 2004. To date, we have not paid any dividends on our common stock.in full.
          
Bid Price Per Share
HighLow
2002:        
 First quarter $5.25  $4.38 
 Second quarter  5.95   4.85 
 Third quarter  6.50   5.45 
 Fourth quarter  6.65   5.51 
2003:        
 First quarter $7.07  $6.38 
 Second quarter  8.50   6.53 
 Third quarter  9.97   8.00 
 Fourth quarter  12.95   9.68 
2004:        
 First quarter $15.50  $11.65 
 Second quarter  18.67   13.50 
 Third quarter (through August 18, 2004)  23.70   17.70 
   
   
 

On August 18, 2004, the last reported sale price for our common stock on the Nasdaq National Market System was $21.56 per share. The market price for our stock is highly volatile and fluctuates in response to a wide variety of factors. At August 18, 2004, we had approximately 59 shareholders of record and an estimated 1,400 beneficial owners.Dividends

DIVIDEND POLICY

Holders of ourPinnacle Financial’s common stock are entitled to receive dividends when, as and if declared by ourPinnacle Financial’s board of directors out of funds legally available for dividends. We havePinnacle Financial has never declared or paid any dividends on ourits common stock. In order to pay any dividends, wePinnacle Financial will need to receive dividends from Pinnacle National or have other sources of funds. As a national bank, Pinnacle National can only pay dividends to usPinnacle Financial if it has retained earnings for the current fiscal year and the preceding two fiscal years, and if it has a positive retained earnings account. At June 30, 2004,March 31, 2009, Pinnacle National’s retained earnings available for dividends were $2,240,225.$55.4 million. In addition, its ability to pay dividends or otherwise transfer funds to us will bePinnacle Financial is subject to various regulatory restrictions.

     Our

Pursuant to the purchase agreement between Pinnacle Financial and the Treasury, we agreed that, beginning December 12, 2008, for a period of three years, unless we have redeemed the Series A preferred stock or the Treasury has transferred the Series A preferred stock to a third party, the consent of the Treasury will be required for us to (i) declare or pay any dividend or make any distribution on our common stock or (ii) redeem, purchase or acquire any shares of common stock or other equity or capital securities of Pinnacle Financial, or any trust preferred securities issued by us or an affiliate of ours, other than the Series A preferred stock, other than in connection with benefit plans consistent with past practice and in certain other circumstances specified in the purchase agreement.
Pinnacle Financial’s ability to pay dividends to ourits shareholders in the future will depend on ourits earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, ourits ability to service any equity or debt obligations senior to ourits common stock and other factors deemed relevant by ourPinnacle Financial’s board of directors. WePinnacle Financial currently intendintends to retain any future earnings to


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fund the development and growth of ourthe company’s business. Therefore, we doPinnacle Financial does not anticipate paying any cash dividends on ourits common stock in the foreseeable future.

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CAPITALIZATIONCorporate Transactions

The following table sets forth our capitalization

Pinnacle Financial’s amended and certain capital ratios asrestated charter, with exceptions, requires that any merger or similar transaction involving Pinnacle Financial or any sale or other disposition of June 30, 2004. Our capitalization is presented on an actual basisall or substantially all of Pinnacle Financial’s assets will require the affirmative vote of a majority of its directors then in office and on an as adjusted basis to reflect the saleaffirmative vote of 850,000the holders of at least two-thirds of the outstanding shares of our commonPinnacle Financial’s stock in this offering and our receiptentitled to vote on the transaction. However, if Pinnacle Financial’s board of $           million in estimated net proceeds from this offering, assuming a public offering pricedirectors has approved the particular transaction by the affirmative vote of $           per share and after deducting the underwriting discount and estimated expensestwo-thirds of the offering.
           
June 30, 2004
ActualAs Adjusted
Stockholders’ equity:        
 Preferred stock, no par value; 10,000,000 shares authorized: no shares issued and outstanding $—   — 
 
Common stock, par value $1.00; 20,000,000 shares authorized: 7,404,586 issued and outstanding at June 30, 2004 —As adjusted: 8,254,586 issued and outstanding
  7,404,586   8,254,586 
 Additional paid-in capital  27,071,090     
 Retained earnings  2,050,342   2,050,342 
 Accumulated other comprehensive income (loss), net  (1,400,921)  (1,400,921)
   
   
 
  Total stockholders’ equity $35,125,097     
   
   
 
Capital Ratios:        
 Leverage(1)  8.4%    
 Risk-based capital(2):        
  Tier 1  10.2%    
  Total  11.2%    

entire board, then the applicable provisions of Tennessee law would govern and subject to the terms of the Series A preferred stock, shareholder approval of the transaction would require only the affirmative vote of the holders of a majority of the outstanding shares of Pinnacle Financial’s stock entitled to vote on the transaction. Any amendment of this provision adopted by less than two-thirds of the entire board of directors would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of Pinnacle Financial’s stock entitled to vote on the amendment; otherwise, the amendment would only require the affirmative vote of at least a majority of the outstanding shares of Pinnacle Financial’s stock entitled to vote on the amendment.

Pinnacle Financial’s charter describes the factors that its board of directors must consider in evaluating whether an acquisition proposal made by another party is in Pinnacle Financial’s shareholders’ best interests. The term “acquisition proposal” refers to any offer of another party to:
(1) Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as• make a percentagetender offer or exchange offer for Pinnacle Financial’s common stock or any other equity security of adjusted average assets for the quarter ended June 30, 2004. As adjusted calculation assumes that proceeds from offering would have been received as the last transaction for the quarter ended June 30, 2004.Pinnacle Financial;
 
(2) The as adjusted calculations for the risk-based capital ratios assume that the proceeds from the offering are invested in assets which carry a 100% risk-weighting as of June 30, 2004.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information concerning our directors and executive officers as of August 5, 2004:

• 
NameAgePosition
M. Terry Turner(1)49President and Chief Executive Officer and Director
Robert A. McCabe, Jr.(1)53Chairman of the Board
Hugh M. Queener48EVP and Chief Administrative Officer
James E. White51EVP and Senior Lending Officer
Charles B. McMahan57EVP and Senior Credit Officer
Joanne B. Jackson47EVP and Client Services Group Manager
Harold R. Carpenter45EVP and Chiefmerge or combine Pinnacle Financial Officer
Sue G. Atkinson(3)63Director
Gregory L. Burns(1)(4)49Director
Colleen Conway-Welch(3)60Director
Clay T. Jackson(2)(3)50Director
John E. Maupin, Jr.(3)(4)57Director
Robert E. McNeilly, Jr.(1)(2)(3)72Director
Dale W. Polley(1)(2)55Director
Linda E. Rebrovick(2)48Director
James L. Shaub, II(2)(4)46Director
Reese L. Smith, III(4)56Director

(1) Member of the Executive Committee of the Board of Directors.with another corporation; or
 
(2) Member• purchase or otherwise acquire all or substantially all of the Audit Committeeproperties and assets owned by Pinnacle Financial.

The board of directors, in evaluating an acquisition proposal, is required to consider all relevant factors, including:
• the expected social and economic effects of the Boardtransaction on Pinnacle Financial’s employees, clients and other constituents, such as its suppliers of Directors.goods and services;
 
(3) Member• the payment being offered by the other corporation in relation to (1) Pinnacle Financial’s current value at the time of the Community Affairs Committeeproposal as determined in a freely negotiated transaction and (2) the board of directors’ estimate of Pinnacle Financial’s future value as an independent company at the time of the Board of Directors.proposal; and
 
(4) Member• the expected social and economic effects on the communities within which Pinnacle Financial operates.
Pinnacle Financial has included this provision in its amended and restated charter because serving its community is one of the reasons for organizing Pinnacle National. As a result, the board of directors believes its obligation in evaluating an acquisition proposal extends beyond evaluating merely the payment being offered in relation to the market or book value of the common stock at the time of the proposal.
While the value of what is being offered to shareholders in exchange for their stock is the main factor when weighing the benefits of an acquisition proposal, the board believes it is appropriate also to consider all other relevant factors. For example, the board will evaluate what is being offered in relation to the current value of Pinnacle Financial at the time of the proposal as determined in a freely negotiated transaction and in relation to the board’s estimate of the future value of Pinnacle Financial as an independent concern at the time of the proposal. A takeover bid often places the target corporation virtually in the position of making a forced sale, sometimes when the market price of its stock may be depressed. The board believes that frequently the payment offered in such a situation, even though it may exceed the value at which shares are then trading, is less than that which could be obtained in a freely negotiated transaction. In a freely negotiated transaction,


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management would have the opportunity to seek a suitable partner at a time of its choosing and to negotiate for the most favorable price and terms that would reflect not only Pinnacle Financial’s current value, but also its future value.
One effect of the provision requiring Pinnacle Financial’s board of directors to take into account specific factors when considering an acquisition proposal may be to discourage a tender offer in advance. Often an offeror consults the board of a target corporation before or after beginning a tender offer in an attempt to prevent a contest from developing. In Pinnacle Financial’s board’s opinion, this provision will strengthen its position in dealing with any potential offeror that might attempt to acquire the company through a hostile tender offer. Another effect of this provision may be to dissuade shareholders who might be displeased with the board’s response to an acquisition proposal from engaging Pinnacle Financial in costly litigation.
The applicable charter provisions would not make an acquisition proposal regarded by the board as being in Pinnacle Financial’s best interests more difficult to accomplish. It would, however, permit the board to determine that an acquisition proposal was not in Pinnacle Financial’s best interests, and thus to oppose it, on the basis of the various factors that the board deems relevant. In some cases, opposition by the board might have the effect of maintaining incumbent management.
Any amendment of this provision adopted by less than two-thirds of the entire board of directors would require the affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock; otherwise, the amendment would only require the affirmative vote of at least a majority of the outstanding shares of common stock.
Pinnacle Financial’s amended and restated charter provides that all extraordinary corporate transactions must be approved by two-thirds of the directors and a majority of the shares entitled to vote or a majority of the directors and two-thirds of the shares entitled to vote.
In addition to the provisions described above with respect to board and shareholder approval required for certain corporate transactions, for so long as any shares of Series A preferred stock are outstanding, in addition to any other vote or consent of shareholders required by law or by Pinnacle Financial’s amended and restated charter, the vote or consent of the holders of at least 662/3% of the shares of Series A preferred stock at the time outstanding, voting separately as a single class, is also necessary for effecting or validating any consummation of a binding share exchange or reclassification involving the Series A preferred stock or of a merger or consolidation of Pinnacle Financial with another entity, unless the shares of Series A preferred stock remain outstanding following any such transaction or, if Pinnacle Financial is not the surviving entity, are converted into or exchanged for preference securities of the surviving entity and such remaining outstanding shares of Series A preferred stock or preference securities have rights, references, privileges and voting powers that are not materially less favorable than the rights, preferences, privileges or voting powers of the Series A preferred stock, taken as a whole.
Anti-Takeover Statutes
The Tennessee Control Share Acquisition Act generally provides that, except as stated below, “control shares” will not have any voting rights. Control shares are shares acquired by a person under certain circumstances which, when added to other shares owned, would give such person effective control over one-fifth or more, or a majority of all voting power (to the extent such acquired shares cause such a person to exceed one-fifth or one-third of all voting power) in the election of a Tennessee corporation’s directors. However, voting rights will be restored to control shares by resolution approved by the affirmative vote of the holders of a majority of the corporation’s voting stock, other than shares held by the owner of the control shares. If voting rights are granted to control shares which give the holder a majority of all voting power in the election of the corporation’s directors, then the corporation’s other shareholders may require the corporation to redeem their shares at fair value.
The Tennessee Control Share Acquisition Act is not applicable to Pinnacle Financial because its amended and restated charter does not contain a specific provision “opting in” to the act as is required.


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The Tennessee Investor Protection Act, or TIPA, provides that unless a Tennessee corporation’s board of directors has recommended a takeover offer to shareholders, no offeror beneficially owning 5% or more of any class of equity securities of the offeree company, any of which was purchased within the preceding year, may make a takeover offer for any class of equity security of the offeree company if after completion the offeror would be a beneficial owner of more than 10% of any class of outstanding equity securities of the company unless the offeror, before making such purchase: (1) makes a public announcement of his or her intention with respect to changing or influencing the management or control of the offeree company; (2) makes a full, fair and effective disclosure of such intention to the person from whom he or she intends to acquire such securities; and (3) files with the Tennessee Commissioner of Commerce and Insurance (the “Commissioner”) and the offeree company a statement signifying such intentions and containing such additional information as may be prescribed by the Commissioner.
The offeror must provide that any equity securities of an offeree company deposited or tendered pursuant to a takeover offer may be withdrawn by an offeree at any time within seven days from the date the offer has become effective following filing with the Commissioner and the offeree company and public announcement of the terms or after 60 days from the date the offer has become effective. If the takeover offer is for less than all the outstanding equity securities of any class, such an offer must also provide for acceptance of securities pro rata if the number of securities tendered is greater than the number the offeror has offered to accept and pay for. If such an offeror varies the terms of the takeover offer before its expiration date by increasing the consideration offered to offerees, the offeror must pay the increased consideration for all equity securities accepted, whether accepted before or after the variation in the terms of the offer.
The TIPA does not apply to Pinnacle Financial, as it does not apply to bank holding companies subject to regulation by a federal agency and does not apply to any offer involving a vote by holders of equity securities of the offeree company.
The Tennessee Business Combination Act generally prohibits a “business combination” by Pinnacle Financial or a subsidiary with an “interested shareholder” within five years after the shareholder becomes an interested shareholder. Pinnacle Financial or a subsidiary can, however, enter into a business combination within that period if, before the interested shareholder became such, Pinnacle Financial’s board of directors approved the business combination or the transaction in which the interested shareholder became an interested shareholder. After that five-year moratorium, the business combination with the interested shareholder can be consummated only if it satisfies certain fair price criteria or is approved by two-thirds (2/3) of the other shareholders.
For purposes of the Tennessee Business Combination Act, a “business combination” includes mergers, share exchanges, sales and leases of assets, issuances of securities, and similar transactions. An “interested shareholder” is generally any person or entity that beneficially owns 10% or more of the voting power of any outstanding class or series of Pinnacle Financial stock.
Pinnacle Financial’s charter does not have special requirements for transactions with interested parties; however, all business combinations, as defined above, must be approved by two thirds (2/3) of the directors and a majority of the shares entitled to vote or a majority of the directors and two thirds (2/3) of the shares entitled to vote.
The Tennessee Greenmail Act applies to a Tennessee corporation that has a class of voting stock registered or traded on a national securities exchange or registered with the SEC pursuant to Section 12(g) of the Exchange Act. Under the Tennessee Greenmail Act, Pinnacle Financial may not purchase any of its shares at a price above the market value of such shares from any person who holds more than 3% of the class of securities to be purchased if such person has held such shares for less than two years, unless the purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by Pinnacle Financial or Pinnacle Financial makes an offer, or at least equal value per share, to all shareholders of such class.


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Indemnification
The TBCA provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if: (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation’s best interests; (c) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation’s charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (c) such officer or director breached his duty of care to the corporation.
Pinnacle Financial’s amended and restated charter provides that it will indemnify its directors and officers to the maximum extent permitted by the TBCA. Pinnacle Financial’s bylaws provide that its directors and officers shall be indemnified against expenses that they actually and reasonably incur if they are successful on the merits of a claim or proceeding. In addition, the bylaws provide that Pinnacle Financial will advance to its directors and officers reasonable expenses of any claim or proceeding so long as the director or officer furnishes Pinnacle Financial with (1) a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and (2) a written statement that he or she will repay any advances if it is ultimately determined that he or she is not entitled to indemnification.
When a case or dispute is settled or otherwise not ultimately determined on its merits, the indemnification provisions provide that Pinnacle Financial will indemnify its directors and officers when they meet the applicable standard of conduct. The applicable standard of conduct is met if the directors or officer acted in a manner he or she in good faith believed to be in or not opposed to Pinnacle Financial’s best interests and, in the case of a criminal action or proceeding, if the insider had no reasonable cause to believe his or her conduct was unlawful. Pinnacle Financial’s board of directors, shareholders or independent legal counsel determines whether the director or officer has met the applicable standard of conduct in each specific case.
Pinnacle Financial’s amended and restated charter and bylaws also provide that the indemnification rights contained therein do not exclude other indemnification rights to which a director or officer may be entitled under any bylaw, resolution or agreement, either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote. Pinnacle Financial can also provide for greater indemnification than is provided for in the bylaws if Pinnacle Financial chooses to do so, subject to approval by its shareholders and the limitations provided in its amended and restated charter as discussed in the subsequent paragraph.
Pinnacle Financial’s amended and restated charter eliminates, with exceptions, the potential personal liability of a director for monetary damages to Pinnacle Financial and its shareholders for breach of a duty as a director. There is, however, no elimination of liability for:
• a breach of the Human Resources, Nominatingdirector’s duty of loyalty to Pinnacle Financial or its shareholders;
• an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; or
• any payment of a dividend or approval of a stock repurchase that is illegal under the TBCA.


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Pinnacle Financial’s amended and restated charter does not eliminate or limit Pinnacle Financial’s right or the right of its shareholders to seek injunctive or other equitable relief not involving monetary damages.
The indemnification provisions of the bylaws specifically provide that Pinnacle Financial may purchase and maintain insurance on behalf of any director or officer against any liability asserted against and incurred by him or her in his or her capacity as a director, officer, employee or agent whether or not Pinnacle Financial would have had the power to indemnify against such liability.
Transfer Agent
Registrar and Transfer Company serves as the registrar and transfer agent for our common stock.
DESCRIPTION OF PREFERRED STOCK
We summarize below some of the provisions that will apply to the preferred stock unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the preferred stock will be contained in the prospectus supplement. You should read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
We have authority to issue 10 million shares of preferred stock. As of May 19, 2009, 95,000 shares of our preferred stock were outstanding, all of which are shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A.
Our board of directors has the authority, without further action by the shareholders, to issue preferred stock in one or more series and to fix the number of shares, dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking funds, and any other rights, preferences, privileges and restrictions applicable to each such series of preferred stock.
Prior to the issuance of a new series of preferred stock, we will amend our amended and restated charter, designating the stock of that series and the terms of that series. Each series of preferred stock that we issue will constitute a separate class of stock. The issuance of any preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. The ability of our board of directors to issue preferred stock could discourage, delay or prevent a takeover or other corporate action.
The terms of any particular series of preferred stock will be described in the prospectus supplement relating to that particular series of preferred stock, including, where applicable:
• the designation, stated value and Compensation Committeeliquidation preference of such preferred stock and the amount of stock offered;
• the offering price;
• the dividend rate or rates (or method of calculation), the date or dates from which dividends shall accrue, and whether such dividends shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate;
• any redemption or sinking fund provisions;
• the amount that shares of such series shall be entitled to receive in the event of our liquidation, dissolution orwinding-up;
• the terms and conditions, if any, on which shares of such series shall be convertible or exchangeable for shares of our stock of any other class or classes, or other series of the Boardsame class;
• the voting rights, if any, of Directorsshares of such series;


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• the status as to reissuance or sale of shares of such series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange;
• the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by us or any subsidiary, of the common stock or of any other class of our shares ranking junior to the shares of such series as to dividends or upon liquidation;
• the conditions and restrictions, if any, on the creation of indebtedness of us or of any subsidiary, or on the issuance of any additional stock ranking on a parity with or prior to the shares of such series as to dividends or upon liquidation; and
• any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock.
The description of the terms of a particular series of preferred stock in the applicable prospectus supplement will not be complete. You should refer to the applicable amendment to our amended and restated charter for complete information regarding a series of preferred stock.
The preferred stock will, when issued against payment of the consideration payable therefor, be fully paid and nonassessable. Unless otherwise specified in the applicable prospectus supplement, each series of preferred stock will, upon issuance, rank senior to the common stock and on a parity in all respects with each other outstanding series of preferred stock. The rights of the holders of our preferred stock will be subordinate to that of our general creditors.
M. Terry TurnerDESCRIPTION OF WARRANTS
We summarize below some of the provisions that will apply to the warrants unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in the applicable warrant certificate and warrant agreement. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
We may issue, together with other securities or separately, warrants to purchase debt securities, common stock, preferred stock or other securities. We may issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement. The warrant agent would act solely as our presidentagent in connection with the warrants of the series being offered and chief executive officer. Mr. Turner joined Parkwould not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the following terms, where applicable, of warrants in respect of which this prospectus is being delivered:
• the title of the warrants;
• the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants;
• the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security;
• the price or prices at which the warrants will be issued;
• the aggregate number of warrants;


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• any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
• the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;
• if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;
• if applicable, a discussion of the material U.S. federal income tax considerations applicable to the warrants;
• any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;
• the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
• if applicable, the maximum or minimum number of warrants which may be exercised at any time;
• the identity of the warrant agent;
• any mandatory or optional redemption provision;
• whether the warrants are to be issued in registered or bearer form;
• whether the warrants are extendible and the period or periods of such extendibility;
• information with respect to book-entry procedures, if any; and
• any other terms of the warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution orwinding-up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder thereof to purchase the amount of such principal amounts of debt securities or such number of shares of common stock or preferred stock or other securities at the exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Enforceability of Rights of Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, that holder’s warrant(s).


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Modification of the Warrant Agreement
The warrant agreement will permit us and the warrant agent, without the consent of the warrant holders, to supplement or amend the agreement in the following circumstances:
• to cure any ambiguity;
• to correct or supplement any provision which may be defective or inconsistent with any other provisions; or
• to add new provisions regarding matters or questions that we and the warrant agent may deem necessary or desirable and which do not adversely affect the interests of the warrant holders.
DESCRIPTION OF DEBT SECURITIES
We summarize below some of the provisions that will apply to the debt securities unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the debt securities will be contained in the applicable notes. The notes will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the provisions of the notes. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
This prospectus describes certain general terms and provisions of the debt securities. The debt securities will be issued under an indenture between us and a trustee to be designated prior to the issuance of the debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms for the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue, from time to time, debt securities, in one or more series, that will consist of either our senior debt (“senior debt securities”), our senior subordinated debt (“senior subordinated debt securities”), our subordinated debt (“subordinated debt securities”) or our junior subordinated debt (“junior subordinated debt securities” and, together with the senior subordinated debt securities and the subordinated debt securities, the “subordinated securities”). Debt securities, whether senior, senior subordinated, subordinated or junior subordinated, may be issued as convertible debt securities or exchangeable debt securities.
We have summarized herein certain terms and provisions of the form of indenture (the “indenture”). The summary is not complete and is qualified in its entirety by reference to the actual text of the indenture. The indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. You should read the indenture for the provisions which may be important to you. The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended.
The indenture does not limit the amount of debt securities which we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time which securities may be in any currency or currency unit designated by us. The terms of each series of debt securities will be established by or pursuant to (a) a supplemental indenture, (b) a resolution of our board of directors, or (c) an officers’ certificate pursuant to authority granted under a resolution of our board of directors. The prospectus supplement will describe the terms of any debt securities being offered, including:
• the title of the debt securities;
• the limit, if any, upon the aggregate principal amount or issue price of the securities of a series;
• ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt;
• the price or prices at which the debt securities will be issued;


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• the designation, aggregate principal amount and authorized denominations;
• the issue date or dates of the series and the maturity date of the series;
• whether the securities will be issued at par or at a premium over or a discount from their face amount;
• the interest rate, if any, and the method for calculating the interest rate and basis upon which interest shall be calculated;
• the right, if any, to extend interest payment periods and the duration of the extension;
• the interest payment dates and the record dates for the interest payments;
• any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability or convertibility provisions;
• the currency of denomination of the securities;
• the place where we will pay principal, premium, if any, and interest, if any, and the place where the debt securities may be presented for transfer;
• if payments of principal of, premium, if any, or interest, if any, on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
• if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in;
• whether the debt securities will be issued in the form of global securities or certificates;
• the applicability of and additional provisions, if any, relating to the defeasance of the debt securities;
• the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
• the currency or currencies, if other than the currency of the United States, in which principal and interest will be paid;
• the dates on which premium, if any, will be paid;
• any addition to or change in the “Events of Default” described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
• any addition to or change in the covenants described in the prospectus or in the indenture with respect to the debt securities;
• our right, if any, to defer payment of interest and the maximum length of this deferral period; and
• other specific terms, including any additional events of default or covenants.
We may issue debt securities at a discount below their stated principal amount. Even if we do not issue the debt securities below their stated principal amount, for United States federal income tax purposes the debt securities may be deemed to have been issued with a discount because of certain interest payment characteristics. We will describe in any applicable prospectus supplement the United States federal income tax considerations applicable to debt securities issued at a discount or deemed to be issued at a discount, and will describe any special United States federal income tax considerations that may be applicable to the particular debt securities.
We may structure one or more series of subordinated securities so that they qualify as capital under federal regulations applicable to bank holding companies. We may adopt this structure whether or not those regulations may be applicable to us at the time of issuance.


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The debt securities will represent our general unsecured obligations. We are a non-operating holding company and almost all of the operating assets of us and our consolidated subsidiaries are owned by our subsidiaries. We rely primarily on dividends from such subsidiaries to meet our obligations. We are a legal entity separate and distinct from our banking and non-banking affiliates. The principal sources of our income are dividends and interest from our bank, Pinnacle National. Pinnacle National Bank, Knoxville, Tennesseeis subject to restrictions imposed by federal law on any extensions of credit to, and certain other transactions with, us and certain other affiliates, and on investments in 1979 where he held various management positions,stock or other securities thereof. In addition, payment of dividends to us by Pinnacle National is subject to ongoing review by banking regulators. Because we are a holding company, our right to participate in any distribution of assets of any subsidiary upon the subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of creditors of the subsidiary, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Accordingly, the debt securities will be effectively subordinated to all existing and future liabilities, including deposits, of our subsidiaries, and holders of the debt securities should look only to our assets for payments on the debt securities. The indenture does not limit the incurrence or issuance of our secured or unsecured debt including senior vice presidentindebtedness.
Senior Debt
Senior debt securities will rank equally and pari passu with all of our other unsecured and unsubordinated debt from time to time outstanding.
Subordinated Debt
The indenture does not limit our ability to issue subordinated debt securities. Any subordination provisions of a particular series of debt securities will be set forth in the supplemental indenture, board resolution or officers’ certificate related to that series of debt securities and will be described in the relevant prospectus supplement.
If this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated by reference in this prospectus will set forth the approximate amount of senior indebtedness outstanding as of the bank’s commercial division.end of the most recent fiscal quarter.
Conversion or Exchange Rights
Debt securities may be convertible into or exchangeable for our other securities or property. The terms and conditions of conversion or exchange will be set forth in the supplemental indenture, board resolution or officers’ certificate related to that series of debt securities and will be described in the relevant prospectus supplement. The terms will include, among others, the following:
• the conversion or exchange price;
• the conversion or exchange period;
• provisions regarding the ability of us or the holder to convert or exchange the debt securities;
• events requiring adjustment to the conversion or exchange price; and
• provisions affecting conversion or exchange in the event of our redemption of the debt securities.
Merger, Consolidation or Sale of Assets
The indenture prohibits us from merging into or consolidating with any other person or selling, leasing or conveying substantially all of our assets and the assets of our subsidiaries, taken as a whole, to any person, unless:
• either we are the continuing corporation or the successor corporation or the person which acquires by sale, lease or conveyance substantially all our or our subsidiaries’ assets is a corporation organized under the laws of the United States, any state thereof, or the District of Columbia, and expressly assumes the due and punctual payment of the principal of, and premium, if any, and interest, if any, on


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all the debt securities and the due performance of every covenant of the indenture to be performed or observed by us, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such corporation;
• immediately after giving effect to such transactions, no Event of Default described under the caption “Events of Default and Remedies” below or event which, after notice or lapse of time or both would become an Event of Default, has happened and is continuing; and
• we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such transaction and such supplemental indenture comply with the indenture provisions relating to merger, consolidation and sale of assets.
Upon any consolidation or merger with or into any other person or any sale, conveyance, lease, or other transfer of all or substantially all of our or our subsidiaries’ assets to any person, the successor person shall succeed, and be substituted for, us under the indenture and each series of outstanding debt securities, and we shall be relieved of all obligations under the indenture and each series of outstanding debt securities to the extent we were the predecessor person.
Events of Default and Remedies
When we use the term “Event of Default” in the indenture with respect to the debt securities of any series, we mean:
(1) default in paying interest on the debt securities when it becomes due and the default continues for a period of 30 days or more;
(2) default in paying principal, or premium, if any, on the debt securities when due;
(3) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due, and such default continues for 30 days or more;
(4) default in the performance, or breach, of any covenant or warranty in the indenture (other than defaults specified in clause (1), (2) or (3) above) and the default or breach continues for a period of 60 days or more after we receive written notice of such default from the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series;
(5) certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to us have occurred; and
(6) any other Events of Default provided with respect to debt securities of that series that is set forth in the applicable prospectus supplement accompanying this prospectus.
No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. Unless otherwise provided by the terms of an applicable series of debt securities, if an Event of Default under the indenture occurs with respect to the debt securities of any series and is continuing, then the trustee or the holders of not less than 51% of the aggregate principal amount of the outstanding debt securities of that series may by written notice require us to repay immediately the entire principal amount of the outstanding debt securities of that series (or such lesser amount as may be provided in the terms of the securities), together with all accrued and unpaid interest and premium, if any. In 1985, Mr. Turner joined First American National Bank, Nashville, Tennessee,the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.


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After a declaration of acceleration, the holders of a majority in aggregate principal amount of outstanding debt securities of any series may rescind this accelerated payment requirement if all existing Events of Default, except for nonpayment of the principal on the debt securities of that series that has become due solely as a result of its acquisitionthe accelerated payment requirement, have been cured or waived and if the rescission of Park National Bank. Mr. Turner served from January 1994 until November 1998 as presidentacceleration would not conflict with any judgment or decree. The holders of a majority in aggregate principal amount of the retail bankoutstanding debt securities of First American National Bank. From November 1998 until October 1999, he served as presidentany series also have the right to waive past defaults, except a default in paying principal or interest on any outstanding debt security, or in respect of a covenant or a provision that cannot be modified or amended without the consent of all holders of the Investment Services Groupdebt securities of First American Corporation. Mr. Turner’s banking career at First Americanthat series.
No holder of any debt security may seek to institute a proceeding with respect to the indenture unless such holder has previously given written notice to the trustee of a continuing Event of Default, the holders of not less than 51% in Nashville covered 14 years, and entailed executive level responsibilities for almost all aspects of its banking and investment operations.

Robert A. McCabe, Jr. 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 presidentaggregate principal amount of the retail bankoutstanding debt securities of First American National Bankthe series have made a written request to the trustee to institute proceedings in respect of Nashville,the Event of Default, the holder or holders have offered reasonable indemnity to the trustee and the trustee has failed to institute such proceeding within 60 days after it received this notice. In addition, within this60-day period the trustee must not have received directions inconsistent with this written request by holders of a position he held until 1987 when First American promoted himmajority in aggregate principal amount of the outstanding debt securities of that series. These limitations do not apply, however, to president and chief operatinga suit instituted by a holder of a debt security for the enforcement of the payment of principal, interest or any premium on or after the due dates for such payment.

During the existence of an Event of Default actually known to a responsible officer of the First American National Banktrustee, the trustee is required to exercise the rights and powers vested in it under the indenture and use the same degree of Knoxville. In 1989, Mr. McCabe was given added responsibility by being named presidentcare and chief operating officer for First American’s east Tennessee region. Mr. McCabe continuedskill in its exercise as a prudent person would under the circumstances in the conduct of that position until 1991, when First American selected him as presidentperson’s own affairs. If an Event of First American’s Corporate Banking division,Default has occurred and

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shortly thereafter, as president is continuing, the trustee is not under any obligation to exercise any of its General Banking division. In 1994, First American appointed Mr. McCabe asrights or powers at the request or direction of any of the holders unless the holders have offered to the trustee security or indemnity reasonably satisfactory to the trustee. Subject to certain provisions, the holders of a vice chairmanmajority in aggregate principal amount of First American Corporation. In March 1999, Mr. McCabethe outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust, or power conferred on the trustee.
The trustee will, within 90 days after receiving notice of any default, give notice of the default to the holders of the debt securities of that series, unless the default was appointed by First Americanalready cured or waived. Unless there is a default in paying principal, interest or any premium when due, the trustee can withhold giving notice to manage all banking and non-banking operations, a position he held until First American’s merger with AmSouththe holders if it determines in October 1999. Mr. McCabe serves as a directorgood faith that the withholding of National Health Investors of Murfreesboro, Tennessee.

Hugh M. Queenerwas employed by AmSouth from 1999 to 2000, serving as an executive vice presidentnotice is in the consumer banking groupinterest of the holders. In the case of a default specified in Nashville. Priorclause (4) above describing Events of Default, no notice of default to the merger with AmSouth, Mr. Queener was employed by First American National Bank from 1987holders of the debt securities of that series will be given until 60 days after the occurrence of the event of default.

The indenture requires us, within 120 days after the end of our fiscal year, to 1999, serving most recently as executive vice president in charge of retail lending from 1987 to 1999.

James E. Whitewas employed by AmSouth from 1999 to 2000, serving as executive vice president — group sales manager for the private banking group in Nashville. Priorfurnish to the mergertrustee a statement as to compliance with AmSouth, Mr. White was employed by First American National Bank from 1991the indenture. The indenture provides that the trustee may withhold notice to 1999, servingthe holders of debt securities of any series of any Event of Default (except in a varietypayment on any debt securities of rolesthat series) with respect to debt securities of that series if it in good faith determines that withholding notice is in the commercial and private banking areas, including private banking group manager in 1998 and 1999 and presidentinterest of the middle regionholders of Tennesseethose debt securities.

Modification and Waiver
The indenture may be amended or modified without the consent of any holder of debt securities in 1997 and 1998.

Charles B. McMahanwas 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.

Joanne B. Jacksonwas employed by AmSouth from 1999 to 2000 as the business banking team leader in Nashville, Tennessee. Prior to the merger with AmSouth, Ms. Jackson was employed as a senior vice president at First American National Bank from 1994 to 1999, serving in a variety of roles focusing on the small business market.

Harold R. Carpenterwas employed by AmSouth 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 National Bank as senior vice president from 1994 to 1999, serving most recently as the financial manager for the Tennessee, Mississippi and Louisiana areas. Mr. Carpenter was employed by the national accounting firm, KPMG, from 1982 to 1994.

Sue G. Atkinsonhas been chairman of Atkinson Public Relations of Nashville, Tennessee since 1986.

Gregory L. Burnsserves as chairman of the board and chief executive officer for O’Charley’s Inc. Mr. Burns joined O’Charley’s in 1983 as controller, and later held the positions of executive vice president, chief financial officer and president.

Colleen Conway-Welchis the dean and chief executive officer of the Vanderbilt University School of Nursing in Nashville, Tennessee, a position she has held since 1984. Ms. Conway-Welch’s professional activities include or have included serving as a member of the board of directors for Ardent Health Systems, Caremark and RehabCare Group.

Clay T. Jacksonis Senior Vice President, Regional Agency Manager, Tennessee for BB&T — Cooper, Love & Jackson. Mr. Jackson was the president and a principal of Cooper, Love & Jackson, Inc. prior to the September 2003 merger with BB&T and had served in this capacity since 1989.

John E. Maupin, Jr. is president and chief executive officer of Meharry Medical College, a position he has held since 1994. Dr. Maupin came to Meharry from the Morehouse School of Medicine in Atlanta, Georgia, where he served as executive vice president from 1989 to 1994. He currently serves on the Board of Directors of LifePoint Hospitals, Inc. and VALIC Companies I and II of American International Group Inc.

Robert E. McNeilly, Jris a retired banker, and is currently a board member of the Ragland Corporation, a privately-owned, real estate holding company. From 1993 to 1996, Mr. McNeilly served as

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order to:

president of First American Trust Company, Nashville, Tennessee, and from 1986 to 1993, as the chairman of First American National Bank.

Dale W. Polleyretired 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 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 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.

Linda E. Rebrovickcurrently serves as executive vice president and chief marketing officer of BearingPoint. Ms. Rebrovick was previously executive vice president of HealthCare Consulting, KPMG Consulting and national managing partner, KPMG LLP’s HealthCare Consulting Practice. She has 22 years of experience in consulting, including work for IBM as the business unit executive for its Tennessee Consulting & Systems Integration Services.

James L. Shaub, IIis president and chief executive officer of Southeast Waffles, LLC, a multi-state Waffle House franchise based in Nashville.

Reese L. Smith, IIIis president of Haury & Smith Contractors, Inc., a real estate development and home building firm. 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.

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UNDERWRITING

Subject to the terms and conditions in the underwriting agreement dated                     , 2004, the underwriters named below, for whom Raymond James & Associates, Inc. is acting as representative, have severally agreed to purchase from us the respective number of shares of our common stock set forth opposite their names below:

 • evidence a successor to the trustee;
 
Underwriter• cure ambiguities, defects or inconsistencies;
• provide for the assumption of our obligations in the case of a merger or consolidation or transfer of all or substantially all of our assets that complies with the covenant described under “— Merger, Consolidation or Sale of Assets”;


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Number of Shares
• make any change that would provide any additional rights or benefits to the holders of the debt securities of a series;
• add guarantors or co-obligors with respect to the debt securities of any series;
• secure the debt securities of a series;
• establish the form or forms of debt securities of any series;
• add additional Events of Default with respect to the debt securities of any series;
• add additional provisions as may be expressly permitted by the Trust Indenture Act;
• maintain the qualification of the indenture under the Trust Indenture Act; or
• make any change that does not adversely affect in any material respect the interests of any holder.
Other amendments and modifications of the indenture or the debt securities issued may be made with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each series affected by the amendment or modification. However, no modification or amendment may, without the consent of the holder of each outstanding debt security affected:
Raymond James & Associates, Inc. • change the maturity date or the stated payment date of any payment of premium or interest payable on the debt securities;
 • reduce the principal amount, or extend the fixed maturity, of the debt securities;
 • change the method of computing the amount of principal or any interest of any debt security;
• change or waive the redemption or repayment provisions of the debt securities;
• change the currency in which principal, any premium or interest is paid or the place of payment;
• reduce the percentage in principal amount outstanding of debt securities of any series which must consent to an amendment, supplement or waiver or consent to take any action;
• impair the right to institute suit for the enforcement of any payment on the debt securities;
• waive a payment default with respect to the debt securities;
• reduce the interest rate or extend the time for payment of interest on the debt securities;
• adversely affect the ranking or priority of the debt securities of any series; or
• release any guarantor or co-obligor from any of its obligations under its guarantee or the indenture, except in compliance with the terms of the indenture.
Satisfaction, Discharge and Covenant Defeasance
We may terminate our obligations under the indenture with respect to the outstanding debt securities of any series, when:
• either:
• all debt securities of any series issued that have been authenticated and delivered have been delivered to the trustee for cancellation; or
• all the debt securities of any series issued that have not been delivered to the trustee for cancellation have become due and payable, will become due and payable within one year, or are to be called for redemption within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and in each case, we have irrevocably deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities; and


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• we have paid or caused to be paid all other sums then due and payable under the indenture; and
• we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.
We may elect to have our obligations under the indenture discharged with respect to the outstanding debt securities of any series (“legal defeasance”). Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under the indenture, except for:
• the rights of holders of the debt securities to receive principal, interest and any premium when due;
• our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust;
• the rights, powers, trusts, duties and immunities of the trustee; and
• the defeasance provisions of the indenture.
In addition, we may elect to have our obligations released with respect to certain covenants in the indenture (“covenant defeasance”). If we so elect, any failure to comply with these obligations will not constitute a default or an event of default with respect to the debt securities of any series. In the event covenant defeasance occurs, certain events, not including non-payment, bankruptcy and insolvency events, described under “Events of Default and Remedies” will no longer constitute an event of default for that series.
In order to exercise either legal defeasance or covenant defeasance with respect to outstanding debt securities of any series:
• we must irrevocably have deposited or caused to be deposited with the trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the debt securities of a series:
• money in an amount; or
• U.S. government obligations (or equivalent government obligations in the case of debt securities denominated in other than U.S. dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or
• a combination of money and U.S. government obligations (or equivalent government obligations, as applicable),
   in each case sufficient, in the written opinion (with respect to U.S. or equivalent government obligations or a combination of money and U.S. or equivalent government obligations, as applicable) of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the trustee to pay and discharge, all of the principal (including mandatory sinking fund payments), interest and any premium at due date or maturity;
• in the case of legal defeasance, we have delivered to the trustee an opinion of counsel stating that, under then applicable Federal income tax law, the holders of the debt securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, defeasance and discharge to be effected and will be subject to the same Federal income tax as would be the case if the deposit, defeasance and discharge did not occur;
 
 Total• in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same Federal income tax as would be the case if the deposit and covenant defeasance did not occur;


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 • 850,000no event of default or default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day;
 
 • the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all debt securities of a series were in default within the meaning of such Act;
 
• 		the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party;
 
• if prior to the stated maturity date, notice shall have been given in accordance with the provisions of the indenture.
• the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and
• we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the defeasance or covenant defeasance have been complied with.
Covenants
We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
Paying Agent and Registrar
The trustee will initially act as paying agent and registrar for all debt securities. We may change the paying agent or registrar for any series of debt securities without prior notice, and we or any of our subsidiaries may act as paying agent or registrar.
Forms of Securities
Each debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of the series of debt securities. Certificated securities will be issued in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Global Securities
We may issue the registered debt securities in the form of one or more fully registered global securities that will be deposited with a depositary or its custodian identified in the applicable prospectus supplement and registered in the name of that depositary or its nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.


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     The underwriting agreement provides

If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the indenture. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. Neither we nor the trustee or any other agent of ours or the trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.
If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the trustee or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the


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depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.
Unless we state otherwise in a prospectus supplement, the Depository Trust Company (“DTC”) will act as depositary for each series of debt securities issued as global securities. DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and the Indirect Participants.
Governing Law
The indenture and each series of debt securities are governed by, and construed in accordance with, the laws of the State of New York.
DESCRIPTION OF DEPOSITARY SHARES
We summarize below some of the provisions that will apply to depositary shares unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the depositary shares will be contained in the depositary agreement and depositary receipt applicable to any depositary shares. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the depositary agreement and the depositary receipt. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us, which we refer to as the “bank depositary.” Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.
The following summary description of certain common provisions of a depositary agreement and the related depositary receipts and any summary description of the depositary agreement and depositary receipts in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all of the provisions of such depositary agreement and depositary receipts. The forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the bank depositary will distribute such dividends to the record holders of such depositary shares. If the


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distributions are in property other than cash, the bank depositary will distribute the property to the record holders of the depositary shares. However, if the bank depositary determines that it is not feasible to make the distribution of property, the bank depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the bank depositary will redeem the depositary shares from the proceeds received by the bank depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the bank depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the bank depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the bank depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The bank depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the bank depositary deems necessary in order to enable the bank depositary to do so. The bank depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.
Amendment and Termination of the Depositary Agreement
Unless otherwise provided in the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the bank depositary and us. The depositary agreement may be terminated by the bank depositary or us only if:
• all outstanding depositary shares have been redeemed, or
• there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding up of our company, and such distribution has been distributed to the holders of depositary receipts.
Charges of Bank Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the bank depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement for their accounts.
Withdrawal of Preferred Stock
Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the bank depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of


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preferred stock to be withdrawn, the bank depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The bank depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the bank depositary and that we are required to furnish to the holders of the preferred stock.
Neither the bank depositary nor we will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the severalbank depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Bank Depositary
The bank depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the bank depositary. Any such resignation or removal will take effect upon the appointment of a successor bank depositary and its acceptance of such appointment. The successor bank depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company meeting the requirements of the depositary agreement.
DESCRIPTION OF UNITS
We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:
• the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
• any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
• the terms of the unit agreement governing the units;
• United States federal income tax considerations relevant to the units; and
• whether the units will be issued in fully registered global form.
This summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and other documents relating to a particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions that may be important to you.


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SELLING SECURITY HOLDERS
The securities covered by this prospectus include securities that may be offered or sold by holders other than us. In such a case, we will provide you with a prospectus supplement naming the selling security holders, the amount of securities of the class owned by such holder before and after the offering, the amount of securities to be registered and sold and any other terms of the securities being sold by each selling security holder. A selling security holder may resell all, a portion or none of such holder’s securities at any time and from time to time in an offering covered by this prospectus and the accompanying prospectus supplement. Selling security holders may also sell, transfer or otherwise dispose of some or all of their securities in transactions exempt from the registration requirements of the Securities Act. We may pay all expenses incurred with respect to the registration of the securities owned by the selling security holders, other than underwriting fees, discounts or commissions, which will be borne by the selling security holders.
PLAN OF DISTRIBUTION
Initial Offering and Sale of Securities
Unless otherwise set forth in a prospectus supplement accompanying this prospectus, we, and certain holders of our securities, may sell the securities being offered hereby, from time to time, by one or more of the following methods:
• to or through underwriting syndicates represented by managing underwriters;
• through one or more underwriters without a syndicate for them to offer and sell to the public;
• through dealers or agents; and
• to investors directly in negotiated sales or in competitively bid transactions.
Offerings of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions at other than a fixed price, either:
• on or through the facilities of the NASDAQ or any other securities exchange or quotation or trading service on which those securities may be listed, quoted, or traded at the time of sale; and/or
• to or through a market maker otherwise than on the securities exchanges or quotation or trading services set forth above.
Those at-the-market offerings, if any, will be conducted by underwriters acting as principal or agent of Pinnacle Financial, who may also be third-party sellers of securities as described above. The prospectus supplement with respect to the offered securities will set forth the terms of the offering of the offered securities, including:
• the name or names of any selling security holders, underwriters, dealers or agents;
• the purchase price of the offered securities and the proceeds to us from such sale;
• any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
• any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and
• any securities exchange on which such offered securities may be listed.
Any underwriter, agent or dealer involved in the offer and sale of any series of the securities will be named in the prospectus supplement.
The distribution of the securities may be effected from time to time in one or more transactions:
• at fixed prices, which may be changed;


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• at market prices prevailing at the time of the sale;
• at varying prices determined at the time of sale; or
• at negotiated prices.
Each prospectus supplement will set forth the manner and terms of an offering of securities including:
• whether that offering is being made by us, or certain holders of our securities;
• whether that offering is being made to underwriters or through agents or directly;
• the rules and procedures for any auction or bidding process, if used;
• the securities’ purchase price or initial public offering price; and
• the proceeds we anticipate from the sale of the securities, if any.
In addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities pledged by us or borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
Sales Through Underwriters
If underwriters are used in the sale of some or all of the securities covered by this prospectus, the underwriters will acquire the securities for their own account. The underwriters may resell the securities, either directly to the public or to securities dealers, at various times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase and accept deliverythe securities will be subject to certain conditions. Unless indicated otherwise in a prospectus supplement, the underwriters will be obligated to purchase all the securities of the common stockseries offered if any of the securities are purchased.
Any initial public offering price and any concessions allowed or reallowed to dealers may be changed intermittently.
Sales Through Agents
Unless otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will agree, for the period of its appointment as agent, to use its best efforts to sell the securities for our account and will receive commissions from us as will be set forth in the applicable prospectus supplement.
Securities bought in accordance with a redemption or repayment under their terms also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing by thisone or more firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us or any selling security holder and its compensation will be described in the prospectus aresupplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed by them.
If so indicated in the applicable prospectus supplement, we, or the selling security holders, may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase securities at a price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject only to approval by their counsel of legal matters and to other those


27

conditions set forth in the underwriting agreement.applicable prospectus supplement, and the prospectus supplement will set forth the commissions payable for solicitation of these contracts.
Direct Sales
We, and any selling security holders, may also sell offered securities directly to institutional investors or others. In this case, no underwriters or agents would be involved. The terms of such sales will be described in the applicable prospectus supplement.
General Information
Broker-dealers, agents or underwriters are obligatedmay receive compensation in the form of discounts, concessions or commissions from usand/or the purchasers of securities for whom such broker-dealers, agents or underwriters may act as agents or to purchasewhom they sell as principal, or both (this compensation to a particular broker-dealer might be in excess of customary commissions).
Underwriters, dealers and accept delivery of allagents that participate in any distribution of the shares of common stock offered by this prospectus, if any are purchased, other than those covered by the over-allotment option described below.

     The underwriters propose to offer the common stock directly to the public at the public offering price indicated on the cover page of this prospectus and to various dealers at that price less a concession not to exceed $           per share, of which $securities may be reallowed to other dealers. After this offering,deemed “underwriters” within the public offering price, concession and reallowance to dealers may be reduced by the underwriters. No reduction will change the amount of proceeds to be received by us as indicated on the cover page of this prospectus. The shares of common stock are offered by the underwriters as stated in this prospectus, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

We have granted to the underwriters an option, exercisable within 30 days after the date of this prospectus, to purchase from time to time up to an aggregate of 127,500 additional shares of common stock to cover over-allotments, if any, at the public offering price less the underwriting discount. If the underwriters exercise their over-allotment option to purchase anymeaning of the additional 127,500 shares, each underwriter, subject to certain conditions, will become obligated to purchase its pro rata portion of these additional shares based on the underwriter’s percentage purchase commitment in this offering as indicated in the table above. If purchased, these additional shares will be sold by the underwriters on the same terms as those on which the shares offered by this prospectus are being sold. The underwriters may exercise the over-allotment option only to cover over-allotments madeSecurities Act, so any discounts or commissions they receive in connection with the sale of the shares of common stock offered in this offering.

At our request, the underwriters have reserved up to 40,000 shares of our common stock offered by this prospectus for sale to our directors and officers at the public offering price set forth on the cover page of this prospectus. These persons must commit to purchase from an underwriter or selected dealer at the same time as the general public. The number of shares available for sale to the general public willdistribution may be reduced to the extent these persons purchase the reserved shares. Any reserved shares purchased by our directors or executive officers will be subject to the lock-up agreements described on the following page. We are not making loans to these officers or directors to purchase such shares.

The following table summarizes the underwriting compensationdeemed to be paidunderwriting compensation. Those underwriters and agents may be entitled, under their agreements with us, to the underwriters by us. These amounts assume both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares. We estimate that the total expenses payableindemnification by us in connection with this offering, other than the underwriting discount referred to below, will be approximately $                    .

Total WithoutTotal With
Per ShareOver-AllotmentOver-Allotment
Price to public$$$
Underwriting discounts
Proceeds to us, before expenses

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     We have agreed to indemnify the underwriters against variouscertain civil liabilities, including liabilities under the Securities Act, of 1933, or to contributecontribution by us to payments the underwritersthat they may be required to make because of anyin respect of those civil liabilities.

     Subject Various of those underwriters or agents may be customers of, engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business. We will identify any underwriters or agents, and describe their compensation, in a prospectus supplement. Selling security holders that participate in the distribution of the offered securities, and any institutional investors or others that purchase offered securities directly, and then resell the securities, may be deemed to specified exceptions, eachbe underwriters, and any discounts or commissions received by them from us and any profit on the resale of our directorsthe securities by them may be deemed to be underwriting discounts and our executive officers has agreed, forcommissions under the Securities Act. Additionally, because selling security holders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, selling security holders may be subject to the prospectus delivery requirements of the Securities Act.

We will file a period of 90 days after the date ofsupplement to this prospectus, withoutif required, pursuant to Rule 424(b) under the prior written consent of Raymond James & Associates, Inc., not to offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of our common stock or securities convertible into or exercisable or exchangeable for any shares of our common stock. This agreement also precludes any hedging collar or other transaction designed or reasonably expected to result in a disposition of our common stock or securities convertible into or exercisable or exchangeable for our common stock.

     In addition,Securities Act, if we have agreed that, for 90 days after the date of this prospectus, we will not, directly or indirectly, without the prior written consent of Raymond James & Associates, Inc., issue, sell, contract to sell, or otherwise dispose of or transfer, any of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, or enter into any swapmaterial arrangement with a broker, dealer, agent or other agreement that transfers, in whole or in part,underwriter for the economic consequences of ownership of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, except for our sale of common stock in thissecurities through a block trade, special offering, and the issuance of optionsexchange distribution or shares of common stock under our existing employee benefit plans, pursuantsecondary distribution or a purchase by a broker or dealer. Such prospectus supplement will disclose:

• the name of any participating broker, dealer, agent or underwriter;
• the number and type of securities involved;
• the price at which such securities were sold;
• any securities exchanges on which such securities may be listed;
• the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable; and
• other facts material to the transaction.
In order to previously issued warrants or in connection with acquisitions approved by the Company’s board of directors.

     Untilfacilitate the offering is completed, rules of certain securities under this prospectus or an applicable prospectus supplement, certain persons participating in the Securities and Exchange Commission may limit the abilityoffering of the underwriters and certain selling group members to bid for and purchase shares of our common stock. As an exception to these rules, the underwritersthose securities may engage in certain transactions that stabilize the price of our common stock. These transactions may include short sales, stabilizing transactions, purchases to cover positions created by short sales and passive market making. Short sales involve the sale by the underwriters of a greater number of shares of our common stock than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while the offering is in progress. In passive market making, the underwriter, in its capacity as market maker in the common stock, may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

     The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

     These activities by the underwriters may stabilize, maintain or otherwise affect the market price of our common stock. Asthose securities during and after the offering of those securities. Specifically, if the applicable prospectus supplement permits, the underwriters of those securities may over-allot or otherwise create a result, the priceshort position in those securities for their own account by selling more of our common stockthose securities than have been sold to them by us and may be higher than the price that otherwise might existelect to cover any such short position by purchasing those securities in the open market. If


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In addition, the underwriters may stabilize or maintain the price of those securities by bidding for or purchasing those securities in the open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection with stabilization transactions or otherwise. The effect of these activities aretransactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of securities to the extent that it discourages resales of the securities. No representation is made as to the magnitude or effect of any such stabilization or other transactions. Such transactions, if commenced, they may be discontinued by the underwriters without notice at any time. These transactions
In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that trades in the secondary market settle in three business days, unless the parties to any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities may be effectedmore than three scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the third business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than three scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
This prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available on the Nasdaq National MarketInternet sites of, or otherwise.

     Our common stock is listed on the Nasdaq National Market under the symbol “PNFP.”

     Certain representativesthrough other online services maintained by, usand/or one or more of the underwritersagentsand/or dealers participating in an offering of securities, or by their affiliatesaffiliates. In those cases, prospective investors may be able to view offering terms online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.

Other than this prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format, the future perform investment banking and other financial services, including without limitation outsourced retail investment services, for us, our affiliates and our customers for which they may receive advisory or transaction-based fees and commissions, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for such services. For example, we offer retail brokerage and investment services to our customers through a contract with Raymond James Financial Services, Inc., and Raymond James & Associates, Inc. is currently a market maker in our common stock on the Nasdaq National Market.

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WHERE CAN YOU FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its public reference rooms. The SEC also maintains an Internetour or any agent’s or dealer’s website at http://www.sec.gov that contains reports, proxy and any information statements, andcontained in any other information regarding issuers that file electronically with the SEC. Our SEC filings are also available on our website at http://www.mypinnacle.com and at the office of the Nasdaq National Market.

This prospectus, which is part of the registration statement, omits some of the information included in the registration statement as permittedmaintained by the rules and regulations of the SEC. As a result, statements made in this prospectus as to the contents of any contractagent or other document are not necessarily complete. You should read the full text of any contract or document filed as an exhibit to the registration statement for a more complete understanding of the contract or document or matter involved.dealer:

DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents that we have previously filed with the SEC or documents that we will file with the SEC in the future. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about our company and its finances:

      (1) The Registrant’s Annual Report on Form 10-KSB for• is not part of this prospectus, the fiscal year ended December 31, 2003;applicable prospectus supplement and any applicable pricing supplement or the Registration Statement of which they form a part;
 
      (2) The Registrant’s Quarterly Reports on Form 10-Q for• has not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case, with respect to the quarterly periods ended March 31, 2004 and June 30, 2004;
     (3) The Registrant’s Current Reports on Form 8-K filed January 21, 2004, February 2, 2004, April 20, 2004 and July 21, 2004;respective website maintained by such entity; and
 
      (4) The description of the Registrant’s Common Stock, par value $1.00 per share contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission and dated August 3, 2000, including all amendments and reports filed for purposes of updating such description; and• should not be relied upon by investors.

     We are also incorporating by reference into this prospectus

There can be no assurance that we will sell all or any filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act aftersecurities offered by this prospectus.
This prospectus may also be used in connection with any issuance of common stock or preferred stock upon exercise of a warrant if such issuance is not exempt from the date hereofregistration requirements of the Securities Act.
In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. In some cases, we or dealers acting with us or on our behalf may also purchase securities and priorreoffer them to the filingpublic by one or more of a post-effective amendment to this Registration Statement which indicates that allthe methods described above. This prospectus may be used in connection with any offering of our securities offered herebythrough any of these methods or other methods described in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Pinnacle Financial as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008, and management’s assessment of the


29

effectiveness of internal control over financial reporting as of December 31, 2008 have been sold or which deregisters all securities then remaining unsold. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof toand in the extent that aregistration statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to bereliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed, exceptherein, and upon the authority of said firm as so modified or replaced,experts in accounting and auditing.
The audit report covering the December 31, 2008 consolidated financial statements refers to constitute a part hereof.

     Notwithstanding the foregoing, information furnished under Items 9change in accounting for split dollar life insurance arrangements in 2008 and 12 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by referencea change in this prospectus or the accompanying registration statement.

     We will provide to each person, including any beneficial owner, to whom this prospectus is delivered a copy of any or all of the information that we have incorporated by reference into this prospectus but not delivered with this prospectus. To receive a free copy of any of the documents incorporated by referenceaccounting for uncertainty in this prospectus, other than exhibits, unless they are specifically incorporated by referenceincome taxes in those

19

2007.

documents, call or write to Harold R. Carpenter, Pinnacle Financial Partners, Inc., The Commerce Center, 211 Commerce Street, Suite 300, Nashville, Tennessee 37201, (615) 744-3700. The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus. See also “Where You Can Find More Information.”

LEGAL MATTERS

Certain legal matters with respect to

Unless otherwise indicated in the sharesapplicable prospectus supplement, the validity of common stockthe securities offered hereby will be passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain legal mattersIf the validity of the securities offered hereby in connection with respectofferings made pursuant to the common stock offered by this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be passed upon for Raymond James by Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia.

EXPERTS

     The consolidated financial statements of Pinnacle Financial Partners, Inc. as of December 31, 2003 and December 31, 2002, and for each of the fiscal yearsnamed in the three-year period ended December 31, 2003 have been incorporated by reference in this prospectus and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

20

TABLE OF CONTENTS

Page
Prospectus Summary1
Risk Factors7
Special Note Regarding Forward-Looking Statements10
Use of Proceeds11
Price Range of Our Common Stock11
Dividend Policy12
Capitalization13
Management14
Underwriting17
Where Can You Find More Information19
Documents Incorporated by Reference19
Legal Matters20
Experts20

You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized any other personsupplement relating to provide you with different information. We are not, and the underwriters are not, making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. Unless otherwise indicated, all information in this prospectus assumes that the underwriters will not exercise their option to purchase additional common stock to cover over-allotments.such offering.


30

850,000 Shares

PINNACLE LOGO

Common Stock

PROSPECTUS

RAYMOND JAMES

                    , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses to be paidpayable by the RegistrantPinnacle Financial in connection with the distributionregistration of the securities being registered under this Registration Statement. All amounts shown are as set forth inestimates except the following table:
     
Securities and Exchange Commission fee $2,333 
Printing expenses* $35,000 
Legal fees and expenses* $50,000 
Accounting fees and expenses* $67,500 
Miscellaneous* $50,000 
   
 
Total* $204,833 

Securities and Exchange Commission registration fee:

     
Securities and Exchange Commission Fee $8,370 
Legal Fees and Expenses $25,000*
Accounting Fees and Expenses $5,500*
Printing Fees $5,000*
Miscellaneous $2,500*
     
Total $46,370*
*Estimated
 
Item 15.Indemnification of Directors and Officers.

The Registrant’s bylaws provideTennessee Business Corporation Act, or TBCA, provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if: (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation’s best interests; (c) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation’s charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (c) such officer or director breached his duty of care to the corporation.
Our amended and restated charter provides that we will indemnify our directors and officers to the maximum extent permitted by the TBCA. Our bylaws provide that our directors and officers shall be indemnified against expenses that they actually and reasonably incur if they are successful on the merits of a claim or proceeding. In addition, the bylaws provide that the Registrantwe will advance to itsour directors and officers reasonable expenses of any claim or proceeding so long as the director or officer furnishes the Registrantus with (1) a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and (2) a written statement that he or she will repay any advances if it is ultimately determined that he or she is not entitled to indemnification.

When a case or dispute is settled or otherwise not ultimately determined on its merits, the indemnification provisions provide that the Registrantwe will indemnify itsour directors and officers when they meet the applicable standard of conduct. The applicable standard of conduct is met if the directordirectors or officer acted in a manner he or she in good faith believed to be in or not opposed to the Registrant’sour best interests and, in the case of a criminal action or


II-1

proceeding, if the insider had no reasonable cause to believe his or her conduct was unlawful. The Registrant’s boardOur Board of directors,Directors, shareholders or independent legal counsel determines whether the director or officer has met the applicable standard of conduct in each specific case.

     The Registrant’s

Our amended and restated charter and bylaws also provide that the indemnification rights contained in the bylawstherein do not exclude other indemnification rights to which a director or officer may be entitled under any bylaw, resolution or agreement, either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote. The RegistrantWe can also provide for greater indemnification than is provided for in the bylaws if the Registrant chooseswe choose to do so, subject to approval by itsour shareholders and the limitations provided in the Registrant’sour amended and restated charter as discussed in the subsequent paragraph.

     The Registrant’s

Our amended and restated charter eliminates, with exceptions, the potential personal liability of a director for monetary damages to the Registrantus and itsour shareholders for breach of a duty as a director. There is, however, no elimination of liability for:

 • a breach of the director’s duty of loyalty to the Registrantus or itsour shareholders;
 
 • an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;��or
 
 • any payment of a dividend or approval of a stock repurchase that is illegal under the Tennessee Business Corporation Act.TBCA.

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     The Registrant’s

Our amended and restated charter does not eliminate or limit the Registrant’sour right or the right of itsour shareholders to seek injunctive or other equitable relief not involving monetary damages.

The indemnification provisions of the bylaws specifically provide that the Registrantwe may purchase and maintain insurance on behalf of any director or officer against any liability asserted against and incurred by him or her in his or her capacity as a director, officer, employee or agent whether or not the Registrantwe would have had the power to indemnify against such liability.

     The Registrant’s bylaws further provide that, under similar limitations and conditions specified above for its directors and officers, the Registrant is obligated to provide indemnification for its organizers and may provide indemnification for its employees and agents.

The Tennessee Business Corporation Act (“TBCA”) provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (i) the director or officer acted in good faith, (ii) in the case of conduct in his or her official capacity with the corporation, the director or officer reasonably believed such conduct was in the corporation’s best interests, (iii) in all other cases, the director or officer reasonably believed that his or her conduct was not opposed to the best interest of the corporation, and (iv) in connection with any criminal proceeding, the director or officer had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as an officer or director of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that personal benefit was improperly received. Notwithstanding the foregoing, the TBCA provides that a court of competent jurisdiction, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met.

 
Item 16.Exhibits.
     
 1.1 Form of Underwriting Agreement.**
 3.1 Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004).
 3.2 Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003).
 4.1 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018)).
 4.2 See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock.
 5.1 Opinion of Bass, Berry & Sims PLC.*
 23.1 Consent of KPMG LLP.**
 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).*
 24.1 Powers of Attorney.*
     
Exhibit
  
Number
 
Description
 
 1.1 Form of Underwriting Agreement for common stock*
 1.2 Form of Underwriting Agreement for preferred stock*
 1.3 Form of Underwriting Agreement for debt securities*
 3.1 Amended and Restated Charter of Pinnacle Financial Partners, Inc. (Restated for SEC filing purposes only)(1)
 3.2 Bylaws of Pinnacle Financial Partners, Inc. (Restated for SEC filing purposes only)(2)
 4.1 Form of certificate of amendment of the Charter with respect to any preferred stock issued hereunder*
 4.2 Specimen of Common Stock Certificate(3)
 4.3 Form of Warrant Agreement*
 4.4 Form of Warrant Certificate (included in Exhibit 4.3)*
 4.5 Specimen of Preferred Stock Certificate*
 4.6 Specimen of Debt Security*
 4.7 Form of Trust Indenture**
 4.8 Form of Depositary Agreement*
 4.9 Form of Depositary Receipt (included in Exhibit 4.8)
 4.10 Form of Unit Agreement*
 5.1 Opinion of Bass, Berry & Sims PLC**
 12.1 Computation of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends**
 23.1 Consent of KPMG LLP**


II-2

     
Exhibit
  
Number
 
Description
 
 23.2 Consent of Bass, Berry & Sims PLC, (included in Exhibit 5.1 filed herewith)
 24.1 Power of Attorney (Seepage II-6 of this Registration Statement)
(1)Registrant hereby incorporates by reference to Registrant’s Registration of Certain Classes of Securities Pursuant to Section 12(b) of Securities Exchange Act of 1934 onForm 8-A filed on January 12, 2009.
(2)Registrant hereby incorporates by reference to Registrant’s Current Report onForm 8-K filed on September 21, 2007.
(3)Registrant hereby incorporates by reference to the Registrant’s Registration Statement onForm SB-2, as amended (FileNo. 333-38018).
* Previously filed.To be filed subsequently by an amendment to the Registration Statement or by a Current Report of the Company onForm 8-K and incorporated by reference therein.
**Filed herewith.

** Filed herewith.

II-2

 
Item 17.Undertakings.

Item 512(a) of(a)Regulation S-K.  The undersigned Registrantregistrant hereby undertakesundertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended that is part of the registration statement.
(2) That, for purposesthe purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and that is incorporated by reference in this registration statementsuch post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-3

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchase, if the securities are offered or sold to such purchaser by means of any of the following communications the undersigned registrant will be a seller to the purchaser and will be considered to offer or seller such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Pinnacle Financial’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time will be deemed to be the initial bona fide offering thereof.
Item 512(b) ofRegulation S-K.  That, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered


II-4

therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
Item 512(h) ofRegulation S-K.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

     (c)

Item 512(j) ofRegulation S-K.  The undersigned registrant hereby undertakes that:to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.


II-5

     (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
     (2) For the purpose of determining liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 andregistrant has duly caused this Amendment No. 2 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Nashville, State of Tennessee, on this 19th day of August, 2004.May 21, 2009.

PINNACLE FINANCIAL PARTNERS, INC.

PINNACLE FINANCIAL PARTNERS, INC.
 By: /s/  M. TERRY TURNER
M. Terry Turner
Chief Executive Officer

M. Terry Turner
President and Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints M. Terry Turner and Harold R. Carpenter and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments and amendment pursuant to Section 462 of the Securities Act) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act, this Amendment No. 2 to Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated below.
indicated.
       
Signature
Title
Date
*
/s/  Robert A. McCabe, Jr.

Robert A. McCabe, Jr.		 Chairman and Director August 19, 2004May 21, 2009
 
/s/  M. TERRY TURNERTerry Turner

M. Terry Turner		 President, Chief Executive Officer and Director (Principal Executive Officer) August 19, 2004May 21, 2009
 
/s/  HAROLDHarold R. CARPENTERCarpenter

Harold R. Carpenter		 Chief Financial Officer (Principal Financial and Accounting Officer) August 19, 2004May 21, 2009
 
*
/s/  Sue G. Atkinson

Sue G. Atkinson		 Director August 19, 2004May 21, 2009
 
/s/  H. Gordon Bone

H. Gordon Bone		DirectorMay 21, 2009
/s/  Gregory L. Burns

Gregory L. Burns		DirectorMay 21, 2009

James C. Cope		 Director  
*
Colleen Conway-Welch		DirectorAugust 19, 2004
*
Clay T. Jackson		DirectorAugust 19, 2004
*
John E. Maupin, Jr., D.D.S.		DirectorAugust 19, 2004
*
Robert E. McNeilly, Jr. 		DirectorAugust 19, 2004
*
Dale W. Polley		DirectorAugust 19, 2004
*
Linda E. Rebrovick		DirectorAugust 19, 2004


II-6

II-4

       
Signature
Title
Date
*
/s/  Colleen Conway-Welch

James L. Shaub, II
Colleen Conway-Welch
 Director August 19, 2004May 21, 2009
 
*

Reese L. Smith, III
Clay T. Jackson
 Director August 19, 2004

* /s/ M. TERRY TURNER
 
M. Terry Turner
/s/  William Huddleston

William Huddleston
DirectorMay 21, 2009
 
Attorney-in-Fact
/s/  Ed C. Loughry, Jr.

Ed C. Loughry, Jr.
DirectorMay 21, 2009
 
/s/  David Major

David Major
DirectorMay 21, 2009
/s/  Hal N. Pennington

Hal N. Pennington
DirectorMay 21, 2009
/s/  Dale W. Polley

Dale W. Polley
DirectorMay 21, 2009
/s/  Wayne J. Riley

Wayne J. Riley
DirectorMay 21, 2009
/s/  Gary Scott

Gary Scott
DirectorMay 21, 2009
/s/  Reese L. Smith, III

Reese L. Smith, III
DirectorMay 21, 2009


II-7

II-5

EXHIBIT INDEX
     
Exhibit
  
Number
 
Description
 
 1.1 Form of Underwriting Agreement for common stock*
 1.2 Form of Underwriting Agreement for preferred stock*
 1.3 Form of Underwriting Agreement for debt securities*
 3.1 Amended and Restated Charter of Pinnacle Financial Partners, Inc. (Restated for SEC filing purposes only)(1)
 3.2 Bylaws of Pinnacle Financial Partners, Inc. (Restated for SEC filing purposes only)(2)
 4.1 Form of certificate of amendment of the Charter with respect to any preferred stock issued hereunder*
 4.2 Specimen of Common Stock Certificate(3)
 4.3 Form of Warrant Agreement*
 4.4 Form of Warrant Certificate (included in Exhibit 4.3)*
 4.5 Specimen of Preferred Stock Certificate*
 4.6 Specimen of Debt Security*
 4.7 Form of Trust Indenture**
 4.8 Form of Depositary Agreement*
 4.9 Form of Depositary Receipt (included in Exhibit 4.8)
 4.10 Form of Unit Agreement*
 5.1 Opinion of Bass, Berry & Sims PLC**
 12.1 Computation of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends**
 23.1 Consent of KPMG LLP**
 23.2 Consent of Bass, Berry & Sims PLC, (included in Exhibit 5.1 filed herewith)
 24.1 Power of Attorney (Seepage II-6 of this Registration Statement)
     
 1.1 Form of Underwriting Agreement.**
 3.1 Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004)
 3.2 Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003)
 4.1 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018))
 4.2 See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock.
 5.1 Opinion of Bass, Berry & Sims PLC.*
 23.1 Consent of KPMG LLP.**
 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).*
 24.1 Powers of Attorney.*

(1)Registrant hereby incorporates by reference to Registrant’s Registration of Certain Classes of Securities Pursuant to Section 12(b) of the Securities Exchange Act of 1934 onForm 8-A filed on January 12, 2009.
(2)Registrant hereby incorporates by reference to Registrant’s Current Report onForm 8-K filed on September 21, 2007.
(3)Registrant hereby incorporates by reference to the Registrant’s Registration Statement onForm SB-2, as amended (FileNo. 333-38018).
* Previously filed.To be filed subsequently by an amendment to the Registration Statement or by a Current Report of the Company onForm 8-K and incorporated by reference therein.
**Filed herewith.


II-8

** Filed herewith.