0001104659-05-019396 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2005 • Tennessee Commerce Bancorp, Inc. • Tennessee

This Employment Agreement (this “Agreement”) is made and entered into as of this 20thth day of July, 2004 by and between TENNESSEE COMMERCE BANK (the “Employer” or “Bank”), and H. LAMAR COX (the “Employee” or “Executive”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • April 29th, 2005 • Tennessee Commerce Bancorp, Inc. • Tennessee

THIS AGREEMENT, dated effective as of the 31st day of August, 2003, is by and between , a resident of , (hereinafter referred to as “Holder”), and TENNESSEE COMMERCE BANCORP, INC., a Tennessee corporation (hereinafter referred to as the “Corporation”).

PLAN OF SHARE EXCHANGE
Plan of Share Exchange • April 29th, 2005 • Tennessee Commerce Bancorp, Inc.

THIS PLAN OF SHARE EXCHANGE (the “Plan”) is made and entered into this 22nd day of March, 2000, between Tennessee Commerce Bank, a Tennessee banking corporation (“Bank”), which has always been named such, and Tennessee Commerce Bancorp, Inc., a Tennessee corporation (“BHC”), which has always been named such.

SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • April 29th, 2005 • Tennessee Commerce Bancorp, Inc. • Tennessee

THIS AGREEMENT is made by and among Dorris (Eli) Bennett, James W. Burton, Paul W. Dierksen, William Jeffrey Ervin, Dennis L. Grimaud, Arthur F. Helf, Winston C. Hickman, Fowler H. Low, William W. McInnes, Thomas R. Miller, Kathy S. Potter, Michael R. Sapp, Regg E. Swanson, and Paul A. Thomas, M.D. (hereinafter referred to collectively as “Shareholders” and individually as a “Shareholder”)

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