Pinnacle Financial Partners (PNFP) 8-K/A Entry into a Material Definitive Agreement

Exhibit 99.2

MID-AMERICA BANCSHARES, INC.

Consolidated Balance Sheets

September 30, 2007 and December 31, 2006

(Unaudited)

	September 30,			December 31,
	2007			2006
	(In Thousands)
Assets
Loans, less allowance for loan losses of $8,695,000 and $7,754,000, respectively	$	817,324		$	686,690
Securities:
Available-for-sale, at market (amortized cost — $172,582,000 and $169,391,000, respectively)		170,544			168,395
Held-to-maturity, at amortized cost (market value — $9,461,000 and $9,774,000, respectively)		9,741			9,740
Total securities		180,285			178,135
Restricted equity securities		2,621			2,174
Federal funds sold		—			7,145
Interest-bearing deposits in financial institutions		2,495			2,559
Loans held for sale		5,431			5,190
Total earning assets		1,008,156			881,893
Cash and due from banks		18,850			20,728
Premises and equipment, net		31,530			32,626
Accrued interest receivable		6,348			5,505
Other real estate		482			185
Intangible assets, net		4,115			4,714
Goodwill		19,147			19,147
Other assets		2,190			3,173
Total assets	$	1,090,818		$	967,971
Liabilities and Stockholders’ Equity
Deposits	$	903,948		$	823,755
Federal funds purchased		8,903			5,095
Line of credit		7,500			2,000
Securities sold under repurchase agreements		19,713			11,353
Deferred tax liability		707			1,153
Accrued interest and other liabilities		5,525			5,928
Advances from Federal Home Loan Bank		36,809			15,747
Total liabilities		983,105			865,031
Stockholders’ equity:
Series A Preferred Stock, authorized 25,000,000 shares		—			—
Common stock, $1 par value; authorized 75,000,000 shares, issued 13,995,545 and 13,922,956 shares issued and outstanding, respectively		13,995			13,923
Additional paid-in capital		88,161			87,666
Retained earnings		6,815			1,966
Net unrealized losses on available-for-sale securities, net of income taxes of $780,000 and $381,000, respectively		(1,258	)		(615	)
Total stockholders’ equity		107,713			102,940
Total liabilities and stockholders’ equity	$	1,090,818		$	967,971

See accompanying notes to consolidated financial statements (unaudited).

1

MID-AMERICA BANCSHARES, INC.

Consolidated Statements of Earnings

Three Months and Nine Months Ended September 30, 2007 and 2006

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
	(In Thousands, Except Per Share Amounts)
Interest income:
Interest and fees on loans	$	16,370		9,094	$	46,276		21,912
Interest and dividends on taxable securities		1,706		1,179		5,111		2,597
Interest and dividends on non-taxable securities		516		278		1,434		545
Interest on Federal funds sold		99		80		667		467
Interest on loans held for sale		55		30		172		85
Interest and dividends on restricted equity securities		40		35		110		68
Interest on interest-bearing deposit in financial institution		28		86		84		200
Other interest income		3		3		9		3
Total interest income		18,817		10,785		53,863		25,877
Interest expense:
Interest on negotiable order of withdrawal accounts		735		239		2,651		452
Interest on money market and savings accounts		1,632		680		4,259		1,659
Interest on certificates of deposit over $100,000		4,252		2,773		12,520		6,509
Interest on certificates of deposit — other		2,804		1,732		8,311		4,030
Interest on securities sold under repurchase agreements		212		77		490		128
Interest on Federal funds purchased and other borrowed funds		137		27		295		27
Interest on advances from the Federal Home Loan Bank		398		197		983		555
Total interest expense		10,170		5,725		29,509		13,360
Net interest income		8,647		5,060		24,354		12,517
Provision for loan losses		632		83		1,232		247
Net interest income after provision for loan losses		8,015		4,977		23,122		12,270
Other income:
Service charges on deposit accounts		611		315		1,748		729
Investment banking fees and commissions, net		472		339		1,341		1,007
Mortgage broker fees and fees on mortgage originations		497		431		1,728		1,056
Gain on sale of securities, net		—		6		—		—
Gain on sale of SBA loans		30		39		69		128
Title company income		47		68		187		199
Other fees and commissions		248		157		793		411
Total other income		1,905		1,355		5,866		3,530
Other expenses:
Salaries and employee benefits		4,055		2,990		12,423		7,729
Occupancy expenses, net		619		469		1,861		1,201
Furniture and equipment expense		539		422		1,592		1,078
Data processing expense		436		281		1,278		635
Advertising and marketing		88		128		253		380
Printing, stationary and supplies		166		119		502		340
Amortization of intangible assets		195		65		599		65
Loss on sale of securities, net		33		—		33		139
Other operating expenses		1,099		733		3,188		1,633
Loss and expense related to sale of other real estate		6		13		7		13
Loss on disposal of fixed assets		—		2		2		2
Total other expenses		7,236		5,222		21,738		13,215
Earnings before income taxes		2,684		1,110		7,250		2,585
Income taxes		892		345		2,401		683
Net earnings	$	1,792	$	765	$	4,849	$	1,902
Basic earnings per common share	$	.13		.08		.35		.25
Diluted earnings per common share	$	.13		.08		.34		.25

See accompanying notes to consolidated financial statements (unaudited).

2

MID-AMERICA BANCSHARES, INC.

Consolidated Statements of Comprehensive Earnings

Three and Nine Months Ended September 30, 2007 and 2006

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2007		2006			2007			2006
			(In Thousands)
Net earnings	$	1,792	$	765		$	4,849		$	1,902
Other comprehensive earnings (loss):
Unrealized gains (losses) on available-for-sale securities arising during period, net of taxes of $581,000, $432,000, $412,000 and $177,000, respectively		921		696			(663	)		285
Reclassification adjustment for (gains) losses included in earnings, net of taxes of $13,000, $2,000, $13,000 and $53,000, respectively		20		(4	)		20			86
Other comprehensive earnings (loss)		941		692			(643	)		371
Comprehensive earnings	$	2,733	$	1,457		$	4,206		$	2,273

See accompanying notes to consolidated financial statements (unaudited).

3

MID-AMERICA BANCSHARES, INC.

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2007 and 2006

Increase (Decrease) in Cash and Cash Equivalents

(Unaudited)

	2007			2006
	(In Thousands)
Cash flows from operating activities:
Interest received	$	52,497		$	25,104
Fees and commissions received		4,151			2,474
Interest paid		(29,296	)		(12,796	)
Cash paid to suppliers and employees		(18,961	)		(11,885	)
Origination of loans held for sale		(85,229	)		(48,158	)
Proceeds from loan sales		86,716			49,889
Income taxes paid		(1,823	)		(1,988	)
Net cash provided by operating activities		8,055			2,640
Cash flows from investing activities:
Proceeds from sales, paydowns, maturities and calls of available-for- sale securities		24,474			18,189
Purchase of available-for-sale securities		(27,645	)		(59,820	)
Purchase of restricted stock		(445	)		(183	)
Loans made to customers, net of repayments		(131,943	)		(56,090	)
Purchase of premises and equipment		(836	)		(2,900	)
Proceeds from sale of fixed assets		19			—
Purchase of other real estate		—			(208	)
Proceeds from sale of other real estate		187			668
Decrease (increase) in interest-bearing deposits in financial institutions		64			(2,109	)
Proceeds from sale of repossessed assets		46			—
Cash and cash equivalents acquired in acquisition of Bank of the South		—			15,292
Net cash used in investing activities		(136,079	)		(87,161	)
Cash flows from financing activities:
Net increase in non-interest bearing, savings and NOW deposit accounts		44,441			24,605
Net increase in time deposits		35,558			48,208
Cash payment for fractional shares		—			(11	)
Cash expense in connection with acquisition		—			(829	)
Proceeds from sale of common stock		272			1,622
Increase in securities sold under repurchase agreements		8,360			5,946
Proceeds from Federal Home Loan Bank advances, net		21,062			2,910
Proceeds from advances from line of credit		5,500			—
Advances of Federal funds purchased		3,808			—
Net cash provided by financing activities		119,001			82,451
Net decrease in cash and cash equivalents		(9,023	)		(2,070	)
Cash and cash equivalents at beginning of period		27,873			33,134
Cash and cash equivalents at end of period	$	18,850		$	31,064

See accompanying notes to consolidated financial statements (unaudited).

4

MID-AMERICA BANCSHARES, INC.

Consolidated Statements of Cash Flows, Continued

Nine Months Ended September 30, 2007 and 2006

Increase (Decrease) in Cash and Cash Equivalents

(Unaudited)

	2007			2006
	(In Thousands)
Reconciliation of net earnings to net cash provided by operating activities:
Net earnings	$	4,849		$	1,902
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation, amortization and accretion		1,856			1,161
Amortization of intangible assets		327			37
Provision for loan losses		1,232			247
Stock based compensation expense		295			—
Loss on sale of securities, net		33			139
Loss on sale of repossessed assets		13			—
Loss on disposal of premises and equipment		2			2
Loss on sale of other real estate and related expenses		—			8
Restricted equity securities dividend reinvestment		(2	)		(55	)
(Increase) decrease in loans held for sale		(241	)		675
Increase in interest receivable		(843	)		(706	)
Increase in accrued interest payable		19			541
Decrease in other liabilities		(469	)		(1,271	)
(Increase) decrease in other assets		984			(40	)
Total adjustments		3,206			738
Net cash provided by operating activities	$	8,055		$	2,640
Supplemental Schedule of Non-Cash Activities:
Change in unrealized gains (losses) in value of securities available- for sale	$	(643	)	$	371
Net non-cash transfer from loans to other real estate and repossessed assets, net	$	543		$	(210	)
Acquisition of Bank of the South effective August 31, 2006 (See note 2 to consolidated financial statements related to share exchange)	$	—		$	59,516

See accompanying notes to consolidated financial statements (unaudited).

5

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

Forward-Looking Statements

     Management’s discussion of the Company and management’s analysis of the Company’s operations and prospects, and other matters, may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other provisions of federal and state securities laws. Although the Company believes that the assumptions underlying such forward-looking statements contained in this Report are reasonable, any of the assumptions could be inaccurate and, accordingly, there can be no assurance that the forward-looking statements included herein will prove to be accurate. The use of such words as expect, anticipate, forecast, project, and comparable terms should be understood by the reader to indicate that the statement is “forward-looking” and thus subject to change in a manner that can be unpredictable. Factors that could cause actual results to differ from the results anticipated, but not guaranteed, in this Report, include (without limitation) economic and social conditions, competition for loans, mortgages, fluctuations in the mortgage industry and other financial services and products, changes in interest rates, unforeseen changes in liquidity, results of operations, and financial conditions affecting the Company’s customers, as well as other risks that cannot be accurately quantified or completely identified. Many factors affecting the Company’s financial condition and profitability, including changes in economic conditions, the volatility of interest rates, the demands for housing and real estate, political events and competition from other providers of financial services simply cannot be predicted. Because these factors are unpredictable and beyond the Company’s control, earnings may fluctuate from period to period. The purpose of this type of information is to provide Form 10-Q readers with information relevant to understanding and assessing the financial condition and results of operations of the Company, and not to predict the future or to guarantee results. The Company is unable to predict the types of circumstances, conditions, and factors that can cause anticipated results to change. Except as may be expressly required by applicable law, the Company does not undertake and specifically disclaims any plan or obligations to publicly release the result of any revisions that may be made to any forward-looking statements to reflect actual events, changes, circumstances or results.

(1) Basis of Presentation

The unaudited consolidated financial statements include the financial results of Mid-America Bancshares, Inc. and the wholly-owned subsidiaries, PrimeTrust Bank and Bank of the South, for the nine months ending September 30, 2007. The comparable period in 2006 includes the results of PrimeTrust Bank for the three and nine months plus the financial results of Bank of the South for the one month ended September 30, 2006. See note (2) to the consolidated financial statements.

The accompanying consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Certain prior period financial information has been reclassified to conform with current period presentation.

6

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation, Continued

In the opinion of management, the consolidated financial statements contain all adjustments and disclosures necessary to summarize fairly the financial position of Mid-America Bancshares, Inc. (the “Company”) as of September 30, 2007 and December 31, 2006 and the net earnings for the three and nine months ended September 30, 2007 and 2006, comprehensive earnings for the three and nine months ended September 30, 2007 and 2006, and changes in cash flows for the nine months ended September 30, 2007 and 2006. All significant intercompany transactions have been eliminated. The interim consolidated financial statements should be read in conjunction with the notes to the December 31, 2006 consolidated financial statements. The results for interim periods are not necessarily indicative of results to be expected for the complete fiscal year.

(2) Share Exchange

Effective September 1, 2006, the Company completed a share exchange with Bank of the South. For accounting purposes the transaction was treated as an acquisition of Bank of the South. In connection with the acquisition, 6,792,838 shares of the Company’s common stock were issued along with $11,000 of cash for fractional shares in exchange for 100% of the outstanding shares of Bank of the South (this represents a 2.1814 to 1 share exchange ratio). This resulted in a purchase price of $59,516,000 based on a valuation of the Company’s stock prior to the acquisition of $8.76 per share. The net earnings of Bank of the South for the period from September 1, 2006 through September 30, 2006 are included in the accompanying consolidated financial statements. A summary of the transaction is as follows:

	(In Thousands)
Assets and liabilities of Bank of the South:
Cash and Federal funds	$	15,323
Loans, net		287,950
Securities		71,532
Fixed assets		14,316
Other assets		4,137
Deposits		(350,164	)
Other liabilities		(7,203	)
Net book value		35,891
Value of stock issued		59,516
Excess purchase price	$	23,625
Allocation of excess purchase price:
Premium on purchased deposits	$	4,720
Market value adjustment to buildings		4,315
Loan discounts		(2,581	)
Deposit discounts		526
		6,980
Deferred taxes at 38.29%		(2,673	)
		4,307
Initial goodwill		19,318
Total allocation of excess purchase price	$	23,625

7

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

(3) Allowance for Loan Losses

We believe that our determination of the allowance for loan loss is an important judgment and estimate used in the preparation of our consolidated financial statements. The allowance for loan losses is an amount that management believes will be adequate to absorb estimated losses in the loan portfolio. The calculation is an estimate of the amount of loss in the loan portfolios of our subsidiary banks. A formal review is prepared quarterly by the Credit Administration Officer to assess the risk in the portfolio and to determine the adequacy of the allowance for loan losses. The review includes analysis of historical performance, the level of non-performing and adversely rated loans, specific analysis of certain problem loans, loan activity since the previous assessment, consideration of current and anticipated economic conditions, and other pertinent information. The level of the allowance to net loans outstanding will vary depending on the overall results of this quarterly assessment. The review is presented to and subsequently approved by the Board of Directors.

The Company uses a 9 point rating system for its loans. Ratings of 1 to 5 are considered pass ratings, 6 is special mention, 7 is substandard, 8 is doubtful and 9 is loss. These ratings are initially assigned by the loan officer and subsequently reviewed and adjusted, when determined to be appropriate, by the Credit Administration department. A summary of internally graded loans is presented in Item 2 of this Report.

Transactions in the allowance for loan losses were as follows:

	Nine Months Ended
	September 30,
	(In Thousands)
	2007			2006
Balance, January 1, 2007 and 2006, respectively	$	7,755		$	3,649
Add (deduct):
Losses charged to allowance		(341	)		(151	)
Recoveries credited to allowance		49			119
Provision for loan losses		1,232			247
Allowance acquired in acquisition of Bank of the South		—			3,202
Balance, September 30, 2007 and 2006, respectively	$	8,695		$	7,066

The provision for loan losses was $632,000 and $1,232,000 for the three and nine months ended September 30, 2007, respectively. For the same periods in 2006, the provision for loan losses was $83,000 and $247,000. The provision for loan losses is based on past loan experience for comparable institutions and other factors which, in management’s judgment, deserve current recognition in estimating loan losses. Such factors include growth and composition of the loan portfolio, review of specific loan problems, the relationship of the allowance for loan losses to outstanding loans, and current economic conditions that may affect the borrower’s ability to repay. Management has in place a system designed to identify and monitor problems on a timely basis.

8

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(4) Earnings Per Share

Statement of Financial Accounting Standards (SFAS) No. 128 “Earnings Per Share” establishes uniform standards for computing and presenting earnings per share. SFAS No. 128 replaces the presentation of primary earnings per share with the presentation of basic earnings per share and diluted earnings per share. The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. For the Company the computation of diluted earnings per share begins with the basic earnings per share plus the effect of common shares contingently issuable from stock options.

The following is a summary of the components comprising basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2007 and 2006:

	Three Months Ended
	September 30,
(In Thousands, except share amounts)	2007		2006
Basic EPS Computation:
Numerator — net earnings available to common shareholders	$	1,792	$	765
Denominator — weighted average number of common shares outstanding		13,947,271		9,136,015
Basic earnings per common share	$	.13	$	.08
Diluted EPS Computation:
Numerator — net earnings available to common shareholders	$	1,792	$	765
Denominator:
Weighted average number of common shares outstanding		13,947,271		9,136,015
Dilutive effect of stock options		232,488		113,757
		14,179,759		9,249,772
Diluted earnings per common share	$	.13	$	.08

	Nine Months Ended
	September 30,
(In Thousands, except share amounts)	2007		2006
Basic EPS Computation:
Numerator — net earnings available to common shareholders	$	4,849	$	1,902
Denominator — weighted average number of common shares outstanding		13,935,773		7,568,689
Basic earnings per common share	$	.35	$	.25
Diluted EPS Computation:
Numerator — net earnings available to common shareholders	$	4,849	$	1,902
Denominator:
Weighted average number of common shares outstanding		13,935,773		7,568,689
Dilutive effect of stock options		201,702		113,757
		14,137,475		7,682,446
Diluted earnings per common share	$	.34	$	.25

9

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(5) Employee Based Compensation Plans

Stock Options

Pursuant to the share exchange which became effective on September 1, 2006, the Company assumed the banks’ respective obligations under the PrimeTrust Bank 2001 Statutory-Nonstatutory Stock Option Plan, the PrimeTrust Bank 2005 Statutory-Nonstatutory Stock Option Plan and the Bank of the South 2001 Stock Option Plan. Options previously granted under these plans will continue to be exercisable for shares of holding company stock. All options related to the PrimeTrust Bank plans were converted at a ratio of 2 for 1 and all options related to Bank of the South plans were converted at a ratio of 2.1814 to 1. All options related to the previous plans of PrimeTrust Bank and Bank of the South were, or as a result of the share exchange transaction, became fully vested and thus exercisable. No other options can be issued under the previous plans. Options issued under these bank plans are now exercisable solely for common stock of the Company rather than for securities of the respective bank.

The directors and shareholders of Mid-America Bancshares, Inc. adopted the Mid-America Bancshares, Inc. 2006 Omnibus Equity Incentive Plan (“Company Plan”) on September 1, 2006. The Equity Incentive Plan will be utilized for future Equity Incentive Awards. Awards granted under the Equity Incentive Plan will be in addition to stock options that may be exercised under the banks’ respective plans. The Company plan provides for granting of stock options, and authorizes the issuance of common stock upon the exercise of such options for up to one million shares (1,000,000) to the employees and directors of the Company. Under the Company Plan, stock option awards may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, stock units, performance units and other awards. They are generally exercisable for ten years following the date such award is granted.

Restricted Equity Incentives

The Company has authorized the issuance of shares of its common stock for restricted stock awards to employees and non-employee directors. At December 31, 2006, the Board had granted 260,000 restricted shares to executive employees and non-employee directors. The recipients have the right to vote and receive dividends but cannot sell, transfer, assign, exchange, pledge, hypothecate or otherwise encumber the shares so long as restrictions apply. Restrictions lapse at the rate of 10% each year of service. The first restrictions lapsed on September 1, 2007, with respect to 26,000 restricted shares.

Statement of Financial Accounting Standards No. 123 (Revised 2004) SFAS No. 123R, “Share-Based Payment” was adopted by the Company as of January 1, 2006. This accounting standard revises Statement of Financial Accounting Standards No. 123 (SFAS No. 123), “Accounting for Stock-Based Compensation” by requiring that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements based on their fair values at the date of grant.

10

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(5) Employee Based Compensation Plans, Continued

Restricted Equity Incentive Plan, Continued

A summary of the activity within the equity incentive plans during the nine months ended September 30, 2007 and information regarding expected vesting, contractual terms remaining, intrinsic values and other matters is as follows:

	Incentive			Stock						Non-
	Stock			Appreciation			Restricted			Qualified
	Options			Rights			Stock			Stock Options			Total
Outstanding at December 31, 2006		622,191			36,150			260,000			565,704			1,484,045
Granted		—			2,000			—			4,000			6,000
Exercised		(44,019	)		—			(26,000	)		(2,570	)		(72,589	)
Forfeited or expired		(11,916	)		(3,030	)		—			(2,500	)		(17,446	)
Outstanding at September 30, 2007		566,256			35,120			234,000			564,634			1,400,010
Exercisable at September 30, 2007		566,256			6,580			—			111,045			683,881
Weighted average exercise price for shares outstanding	$	7.62		$	8.91		$	8.76		$	8.44
Weighted average exercise price for shares exercisable	$	7.62		$	8.76			—		$	7.04
Remaining weighted average contractual life for shares outstanding, in years		6.83			8.96			8.93			8.51
Remaining weighted average contractual life for shares exercisable, in years		6.83			8.83			—			6.77
Aggregate intrinsic values of shares outstanding	$	2,482,684		$	108,409		$	758,160		$	2,011,101
Aggregate intrinsic value of exercisable shares	$	2,482,684		$	21,319		$	—		$	550,433

As of September 30, 2007, the Company had recorded an estimated $3,013,000 of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans. That expense is expected to be recognized over a weighted-average period of 4.64 years.

11

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(5) Employee Based Compensation Plans, Continued

Restricted Equity Incentive Plan, Continued

During the three month and nine month periods ended September 30, 2007, we recorded share-based compensation expense for stock-based awards granted after January 1, 2006, based on the fair value estimated using the Black-Scholes valuation model. For these awards, we have recognized compensation expense using a straight-line amortization method reduced for estimated forfeitures. The impact of recording stock-based compensation in accordance with SFAS No. 123(R) for the three and nine month periods ended September 30, 2007 is as follows:

	Three Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2007			2007
	(In Thousands)
Stock-based compensation expense	$	97		$	295
Deferred income tax benefit		(37	)		(113	)
Impact of stock-based compensation expense, after tax effect	$	60		$	182

For 2007 the fair value of each equity incentive award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on monthly calculations performed by management using industry data. The Company’s expected dividend yield is based on future projections of income and capital level to support anticipated growth. The expected term of equity incentives granted was calculated using the “simplified” method for plain vanilla options as explained in Staff Accounting Bulletin 107. The risk-free rate for periods within the contractual life of the equity incentive is based on the U.S. Treasury yield curve in effect at the time of grant.

	2006/2007
	Stock
	Appreciation			Restricted			Stock
	Rights			Stock			Options
Expected volatility	14.36% to 15.20%				15.20	%	14.30% to 15.20%
Expected dividend yield		1.00	%		1.00	%		1.00	%
Expected term, in years		6.50			7.75			7.00 to 7.75
Risk-free rate	4.69% to 5.10%				4.69	%	4.51% to 4.69%

Expected volatility was most recently calculated at 18.18% based upon the consideration of historical and implied volatility of similar publicly traded companies.

Prior to December 31, 2005, the Company approved the acceleration of vesting of all of its equity incentives that had been granted prior to adoption of SFAS No. 123R. The impact was to eliminate $289,000 from net earnings for periods subsequent to January 1, 2006.

12

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(6) Definitive Merger Agreement

On August 15, 2007, the Company announced that it had entered into an agreement pursuant to which it would merge with and into Pinnacle Financial Partners Inc. (Nasdaq/NGS: PNFP). The following summary is qualified in its entirety by reference to the Agreement and Plan of Merger (“Agreement”) dated August 15, 2007, by and between the Company and Pinnacle Financial Partners, Inc. (“PNFP”), a copy of which Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (“SEC”) on that date. Pursuant to the Agreement, Pinnacle agreed to acquire all of the common stock of the Company. The terms of the Agreement specify that each non-dissenting share of the Company will receive 0.4655 shares of Pinnacle common stock and $1.50 in cash, with the result that the merger consideration for Company shares approximates 90 percent paid in Pinnacle common shares and 10 percent paid in cash. Pinnacle filed a Registration Statement on Form S-4 on September 17, 2007, which was assigned Commission File number 333-146128 (“Registration Statement”) and to which the reader should refer for additional information about the Company and the proposed merger. The Company and Pinnacle have distributed a Joint Proxy Statement and Prospectus pursuant to the Registration Statement to their respective shareholders describing items of business, including the Agreement and the proposed merger, to be considered at a special meeting of each company’s shareholders. Presently, the Company expects to hold its special meeting of shareholders on November 27, 2007, at the offices of Bank of the South, 551 North Mt. Juliet Road, Mt. Juliet, Tennessee, to consider and vote upon the Agreement and the proposed merger (among other items of business). Subject to shareholder and regulatory approval and customary closing conditions, the transaction is presently expected to close in late 2007. At that time, the Company will merge with and into Pinnacle and its separate corporate existence will cease.

(7) Acquisition

As referenced in the “Share Exchange”, at note 2 we consummated our share exchange, which we regard as a “merger of equals,” on September 1, 2006. For accounting purposes, the transaction was treated as if the shareholders of PrimeTrust Bank had formed a holding company, exchanged their shares of PrimeTrust Bank for the holding company’s shares, and then acquired Bank of the South. In the share exchange, shareholders of PrimeTrust Bank received 2.00 shares of MBI stock for each share of PrimeTrust Bank stock and shareholders of Bank of the South received 2.1814 shares of MBI stock for each share of Bank of the South stock. Immediately prior to the acquisition of Bank of the South, a reorganization of PrimeTrust Bank occurred whereby 100% of the stock of PrimeTrust Bank was exchanged for 100% of the stock of Mid-America Bancshares, Inc. and then a two-for-one split occurred resulting in 6,814,462 shares being issued to PrimeTrust Bank shareholders. In connection with the acquisition, 6,792,838 shares of Mid-America Bancshares, Inc. were issued to Bank of the South shareholders which results in a 2.1814 exchange ratio to the Bank of the South shareholders. The proforma share exchange was valued at $8.76 per share. All per share amounts for 2005 have been retroactively adjusted to reflect the impact of the 2 of 1 stock split in PrimeTrust Bank stock. The financial information herein includes the activities of Bank of the South since September 1, 2006 and PrimeTrust Bank since January 1, 2006.

13

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(7) Acquisition, Continued

Proforma results of operations for the nine months ended September 30, 2006 are as follows:

	September 30, 2006
				Mid-
	Bank of the			America			Pro Forma Adjustments
	South			Bancshares									Pro Forma
	(6)			(7)			Dr.			Cr.			Combined
	(In Thousands)
Interest income	$	16,864			25,877						410	(1)		43,151
Interest expense		7,833			13,360			155	(2)					21,348
Net interest income		9,031			12,517									21,803
Provision for loan losses		(184	)		(247	)								(431	)
Net interest income after provision for loan losses		8,847			12,270									21,372
Non-interest income		1,828			3,530									5,358
Non-interest expense		7,551			13,215			450	(3)
								72	(4)					21,288
Income before income taxes		3,124			2,585									5,442
Income tax expense		1,093			683						102	(5)		1,674
Net income	$	2,031			1,902									3,768
Proforma per share information:
Basic earnings per common share													$	.28
Diluted earnings per common share													$	.27
Weighted average share outstanding:
Basic														13,618,229
Diluted														13,731,986

(1)	Amortization of loan discount for 8 months ($2,581,000 over 4.2 years).
(2)	Amortization of certificate of deposit discount for 8 months ($526,000 in various amounts over 4 years).
(3)	Amortization of core deposits — base premium for 8 months ($4,720,000 over 7 years).
(4)	Additional depreciation of step-up of fixed asset for 8 months.
(5)	Income tax benefit related to amortization of intangible assets for 8 months.
(6)	Actual Bank of the South results for the 8 months ended August 31, 2006.
(7)	Actual results for the nine months ended September 30, 2006, including all activity relating to the Bank of the South assets and liabilities assumed in the merger subsequent to August 31, 2006.

14

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(8) Acquired Intangible Assets and Goodwill

In connection with the share exchange certain intangible assets were acquired and goodwill arose summarized as follows:

	In Thousands
Intangibles:
Deposit base premium	$	4,720
Accumulated amortization as of September 30, 2007	$	759
Amortization expense for the nine months ended September 30, 2007	$	534
Estimated amortization expense:
Remaining for 2007	$	181
For year ended 2008		704
For year ended 2009		704
For year ended 2010		704
For year ended 2011		704
For year ended 2012		704

The deposit base premium is being amortized on a straight-line basis over 7 years.

	In Thousands
Goodwill:
Balance January 1, 2007	$	19,147
Goodwill acquired during 2007		—
Balance September 30, 2007	$	19,147

Goodwill will be evaluated for impairment annually.

In connection with the acquisition of Academy Bank, Bank of the South entered into certain non-compete agreements. One agreement totaling $288,000 covers a five year non-compete period and certain other agreements totaling $112,000 cover two year periods. All agreements commenced effective June 1, 2005 and are being amortized on a straight-line basis over the lives of their respective contracts.

15

MID-AMERICA BANCSHARES, INC.

Notes to Consolidated Financial Statements, Continued

(Unaudited)

(8) Acquired Intangible Assets and Goodwill, Continued

In addition to the deposit base premium and goodwill the transaction to acquire Bank of the South resulted in additional allocations of excess purchase price including a loan discount of $2,581,000, a discount on time deposits of $526,000 and a mark to market adjustment of $4,315,000 related to real estate. These items are included in their respective categories in the attached financial statements. The amortization of the loan and deposit discounts will be reflected as yield adjustments and the real estate market adjustment will be depreciated. The following is a summary of the amortization and depreciation of these items for the next five years.

				Real Estate
	Loan			Discount		Time
	Discount			Adjustment		Deposit
Amortization/depreciation Period	4.2 Years			40 years		Various
Remaining for 2007		(156	)		27		25
Year ended 2008		(620	)		108		102
Year ended 2009		(620	)		108		85
Year ended 2010		(513	)		108		28
Year ended 2011		—			108		—
Year ended 2012		—			108		—
Amortization/(accretion) depreciation period	4.2 Years			40 Years		Various

16