AMENDMENT TO SECOND AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

EXHIBIT 99.2

AMENDMENT TO SECOND AMENDED AND
RESTATED CHANGE OF CONTROL AGREEMENT

     THIS AMENDMENT TO SECOND AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (“Amendment”) is entered into by and between Mid-America Bancshares, Inc., a Tennessee corporation (the “Company”), and Gary L. Scott (“Executive”) to be effective on August 15, 2007.

WITNESSETH:

     WHEREAS, Executive is a party to one certain Second Amended and Restated Change of Control Agreement (“Agreement”) signed on June 18, 2007; and

     WHEREAS, the Company has agreed to be acquired by Pinnacle Financial Partners, Inc. (“Pinnacle”) pursuant to one certain Agreement and Plan of Merger dated August 15, 2007; and

     WHEREAS, Pinnacle has required that it be allowed to close the merge