AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

EXHIBIT 10.38

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into this 20th day of November 2012, by and among PINNACLE BANK, a Tennessee state-chartered bank (the “Bank”), PINNACLE FINANCIAL PARTNERS, INC., a Tennessee corporation (the “Company”) (collectively, the Bank and the Company are referred to hereinafter as the “Employer”) and XXXXXXX XXXXX XXXXXX (the “Executive”).

WHEREAS, the Bank, the Company and the Executive are parties to that certain employment agreement dated January 1, 2008 (the “Employment Agreement”), pursuant to which the Executive serves as President and Chief Executive Officer of the Bank and the Company; and

WHEREAS, each of Pinnacle National Bank (the predecessor of the Bank), the Company and the Executive desires to amend the Employment Agreement.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1.             Capitalized Terms.  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

2.             Amendment to Employment Agreement. The Employment Agreement is hereby amended as follows:

(a)           Each reference to the “Human Resources Committee” throughout the Employment Agreement is hereby revised to read the “Human Resources and Compensation Committee”.

(b)           Section 4.7 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

4.7 VACATION.  On a non-cumulative basis, the Executive shall be entitled to five (5) weeks of vacation in each successive twelve-month period during the Term, during which his compensation shall be paid in full.

(c)           Section 8(ii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

(ii) If to the Executive, to him at:

The most recent mailing address of the Executive that Employer has on record.

3.             Except as expressly modified hereby, the Employment Agreement shall remain in full force and effect.

4.             This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed as of the date first above written.

	PINNACLE FINANCIAL PARTNERS, INC.
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	CAO
	PINNACLE BANK
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	CAO
	EXECUTIVE
	/s/ M. Xxxxx Xxxxxx
	XXXXXXX XXXXX XXXXXX