<PAGE>
EXHIBIT 10.6
CHANGE OF CONTROL AGREEMENT
THIS
AGREEMENT ("Agreement") dated April 30, 2006, by and between
Mid-America Bancshares, Inc., a Tennessee corporation (the
"Company"), and
Charles R. Lanier ("Executive").
WITNESSETH:
WHEREAS, Executive has been effective in his service to PrimeTrust
Bank
("Bank"), and the Company recognizes the valuable services that
Executive has
rendered and desires to be assured that Executive will continue his
active
participation in the business of the Bank and also to serve as
executive vice
president and chief financial officer of the Company; and
WHEREAS, Executive is willing to continue to serve both Bank and
Company
but desires assurance that, in the event of any change of control
of the
Company, or the sale of any of its subsidiary banks (each a
"Subsidiary Bank")
after the consummation of the share exchange ("Share Exchange")
between the
Company on the one hand and PrimeTrust Bank and Bank of the South
on the other,
he will continue to have the responsibility and status he has
earned.
NOW,
THEREFORE, in consideration of the premises and the parties's
agreements herein contained, the Company and the Executive hereby
agree that:
1.
In order to protect Executive against the possible consequences of
a
change of control (as such term is hereinafter defined) of Company
or any
Subsidiary Bank and thereby to induce Executive to continue to
serve as an
executive officer of the Company and the Bank, the Company agrees
that if
control of the Company or any Subsidiary Bank is changed, Executive
shall be
entitled to receive within ten (10) business days of the change of
control, a
lump sum payment in cash in the amount of $1.00 less than one times
the
disqualified individual's base amount of compensation (Internal
Revenue Code
Section 280G(b)(2)(A)(ii)). The term "base amount," referred to in
this
provision, is the Employee's annualized includible compensation for
a base
period, consisting of the most recent five tax years ending before
the date on
which the ownership or control of the Company or the Subsidiary
Bank changed, or
the portion of this period during which the Employee performed
personal services
for or was an employee of the Company or Bank (Code Section
280G(b)(3) and (d)).
"Annualized includible compensation" for the base period is the
average annual
compensation that was payable by the Company or the Bank and
includible by the
Employee in gross income for the tax years of the base period (Code
Section
280G(d)(1)).
2.
Even in the event of termination of Executive's service to the
Company
or the Bank, Executive's benefits hereunder shall be considered
severance pay in
consideration of his past service, and pay in consideration of his
continued
service from the date hereof, and his entitlement thereto shall not
be governed
by any duty to mitigate his damages by seeking further employment
nor offset by
any compensation which he may receive from future employment.
<PAGE>
3.
As used herein the term "control" shall mean (a) the ownership
(whether
directly, indirectly, beneficially or of record) of shares in
excess of 50% of
the then-outstanding shares of Common Stock of the Company by a
person or group
of persons (including, without limitation, a corporation, trust,
partnership,
joint venture, individual or other entity); or (b) any change in
the composition
of the Board of Directors of the Company resulting in a majority of
the
dir
