CNB HOLDINGS, INC. DEFERRED COMPENSATION PLAN THIS INDENTURE

EXHIBIT 10.15 CNB HOLDINGS, INC. DEFERRED COMPENSATION PLAN THIS INDENTURE is made effective as of July 1, 2004, by CNB HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Georgia (hereinafter called the "Primary Sponsor"). INTRODUCTION The Primary Sponsor desires to establish an unfunded plan of deferred compensation for the purpose of providing deferred compensation to one or more individuals who are part of a select group of management or highly compensated employees of the Primary Sponsor and its adopting affiliates. The Primary Sponsor intends the Plan to be a plan described in Section 301(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). NOW, THEREFORE, the Primary Sponsor does hereby establish the CNB Holdings, Inc. Deferred Compensation Plan (the "Plan"), effective as of July 1, 2004, to read as follows: CNB HOLDINGS, INC. DEFERRED COMPENSATION PLAN TABLE OF CONTENTS

SECTION 1 DEFINITIONS ----------- Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise. The following words and phrases shall have the meanings set forth below: 1.1 "ACCOUNT" means the bookkeeping accounts established and maintained by the Plan Administrator, as adjusted for credits or charges, to reflect the interest of a Participant under the Plan and shall include the following: (a) "ELECTIVE DEFERRAL ACCOUNT" which shall reflect deferrals made on behalf of a Participant pursuant to Section 3.1. (b) "NONELECTIVE CONTRIBUTION ACCOUNT" which shall reflect contributions by the Plan Sponsor made on behalf of a Participant pursuant to Section 3.2. 1.2 "AFFILIATE" means (a) any corporation which is a member of the same controlled group of corporations (within the meaning of Code Section 414(b)) as is a Plan Sponsor and (b) any other trade or business (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) with a Plan Sponsor. 1.3 "BENEFICIARY" means the person or trust that a Participant designated most recently in writing to the Plan Administrator; provided, however, that if the Participant has failed to make a designation, no person designated is alive, no trust has been established, or no successor Beneficiary has been designated who is alive, the term "Beneficiary" means the deceased Participant's estate. 1.4 "BOARD OF DIRECTORS" means the Board of Directors of the Primary Sponsor. 1.5 "CAUSE" has the same meaning as provided in the employment agreement between the Participant and a Plan Sponsor, or if no such definition or employment agreement exists, "Cause" means conduct amounting to (a) fraud or dishonesty against the Plan Sponsor or Affiliate(s); (b) Participant's willful misconduct or knowing violation of law in the course of performance of the duties of Participant's service with the Plan Sponsor or Affiliate(s); (c) repeated absences from work without a reasonable excuse; (d) repeated intoxication with alcohol or drugs while on the Primary Sponsor's or Affiliate(s)' premises during regular business hours; (e) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a crime involving dishonesty; or (f) a breach or violation of the terms of any agreement to which a Participant and a Plan Sponsor or Affiliate(s) are party. 1.6 "CHANGE IN CONTROL" shall have the same meaning as provided in the employment agreement between the Participant and a Plan Sponsor, or if no such definition or employment agreement exists, "Change in Control" shall mean any one of the following events which may occur after the Effective Date: (a) the acquisition by any individual, entity or "group," within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, (a "Person") of beneficial ownership (within the meaning of Rule 13-d-3 promulgated under the Securities Exchange Act of 1934) of voting securities of the Primary Sponsor where such acquisition causes any such Person to own fifty percent (50%) or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors; (b) within any twelve-month period, the persons who were directors of the Primary Sponsor immediately before the beginning of such twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors of the Primary Sponsor; provided that any director who was not a director as of the beginning of such twelve-month period shall be deemed to be an Incumbent Director if that director were elected to the Board of Directors of the Primary Sponsor by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors; and provided further that no director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors shall be deemed to be an Incumbent Director; (c) a reorganization, merger or consolidation, with respect to which persons who were the stockholders of the Primary Sponsor immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated Primary Sponsor's then outstanding voting securities; (d) the sale, transfer or assignment of all or substantially all of the assets of the Primary Sponsor to any third party. 1.7 "CODE" means the Internal Revenue Code of 1986, as amended. 1.8 "DEFERRAL AMOUNTS" means the amounts of compensation deferred under the Plan by a Participant pursuant to the Participant's election under Section 3.1. 1.9 "DISABILITY" means a condition whereby a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continued period of not less than twelve (12) months. 1.10 "EFFECTIVE DATE" means July 1, 2004. 2 1.11 "ELIGIBLE EMPLOYEE" means any Employee of a Plan Sponsor who is both determined by the Plan Administrator to be a member of a "select group of management and highly compensated employees," within the meaning of ERISA Section 301(a)(3), and selected by the Plan Administrator for participation in the Plan. 1.12 "EMPLOYEE" means any person who is designated on the records of the Plan Sponsor as being employed by a Plan Sponsor or an Affiliate for purposes of the Federal Insurance Contributions Act. 1.13 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.14 "INDIVIDUAL FUNDS" means two or more individual subfunds, as designated by the Plan Administrator from time to time for investment of Accounts. 1.15 "PARTICIPANT" means any Eligible Employee or former Eligible Employee who has participated in the Plan, for so long as his benefits hereunder have not been entirely distributed from the Plan. 1.16 "PAYMENT DATE" means the date on which distribution of a Participant's Account commences, which shall be as soon as practicable after the first day of the calendar year following the calendar year in which a separation from service occurs, provided, however, that if a Participant is a "key employee" within the meaning of Section 416(i) of the Code, the Payment Date shall be deferred for at least six (6) months after the date of separation from service. 1.17 "PLAN ADMINISTRATOR" means the Primary Sponsor, except as otherwise provided in Section 10.1. 1.18 "PLAN SPONSOR" means individually the Primary Sponsor and each other existing Affiliate of the Primary Sponsor which adopts the Plan. 1.19 "PLAN YEAR" means the calendar year. 1.20 "RETIREMENT" means a Participant's termination of employment from the Plan Sponsor and all Affiliates on or after reaching age sixty-five (65). 1.21 "UNFORESEEN EMERGENCY" means a severe financial hardship to a Participant resulting from an illness or accident of a Participant or of a dependent (as defined in Code Section 152(a)) of the Participant, loss of the Participant's property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that shall constitute an Unforeseen Emergency shall depend upon the facts of each case. 1.22 "VALUATION DATE" means each business day. SECTION 2 ELIGIBILITY ----------- 2.1 DATE OF PARTICIPATION. The Plan Administrator shall notify each Eligible Employee of his or her eligibility to participate in the Plan. Each Eligible Employee shall become a Participant as of a date determined by the Plan Administrator. 2.2 CESSATION OF PARTICIPATION. A Participant who ceases to be an Eligible Employee will no longer be eligible to make further elective deferrals under the Plan pursuant to Plan Section 3.1, if otherwise eligible to do so, and will no longer be eligible to receive nonelective contributions under Section 3.2, but shall continue to be subject to all other terms of the Plan so long as his Account has not been fully distributed. 2.3 SUSPENSION OF PARTICIPATION. In the event the Participant participates in a plan of a Plan Sponsor or an Affiliate intended to qualify under Code Section 401(a) and containing a cash or deferred arrangement intended to qualify under Code Section 401(k), the Participant shall be suspended from continued participation under the Plan to the extent required by such other plan as a result of a hardship withdrawal made by such Participant under such other plan. SECTION 3 DEFERRAL ELECTIONS ------------------ 3.1 ELECTIVE DEFERRAL CONTRIBUTIONS. (a) The Plan Administrator may, in its sole discretion, determine which, if any, Participants may make elective deferrals of compensation under the Plan. (b) A Participant who is otherwise eligible to make elective deferrals of compensation under the Plan shall make elective deferral decisions pursuant to Section 3.1(c) below and such other rules as the Plan Administrator may establish from time to time, which rules may vary among Participants in the Plan Administrator's sole discretion. (c) Each Participant who is otherwise eligible to make elective deferrals of compensation under the Plan during the 2004 Plan Year must submit his election to participate for the 2004 Plan Year to the Plan Administrator within the time period established by the Plan Administrator. Each Participant who is otherwise eligible to make elective deferrals and who first becomes eligible to participate in the Plan during a Plan Year subsequent to the 2004 Plan Year must submit his election to participate for the Plan Year within thirty (30) days after the date the Participant is designated as an Eligible Employee and in accordance with such other rules as may be established by the Plan Administrator. Each other Participant who is otherwise eligible to make elective deferrals must submit his election to participate for a Plan Year no later than the close of the preceding Plan Year and in accordance with such other rules as may be established by the Plan Administrator; provided, however, that a separate election for performance-based compensation may be permitted by the Plan Administrator as long as the 4 performance-based compensation is based on services over a period of at least twelve (12) months and the election(s) are made at least six (6) months before the end of such period. All elections, other than those pertaining to performance-based compensation, shall be effective as of the first day of the payroll period for the applicable Plan Year beginning after the Participant's election is processed pursuant to normal administrative procedures and shall remain in effect until the Participant notifies the Plan Administrator, in such manner and form as the Plan Administrator shall from time to time prescribe, that the Participant wishes to suspend active participation. Once a Participant has completed an enrollment form and made an election to defer pursuant to Section 3.1, the Participant may suspend active participation in the Plan only in such manner and form as the Plan Administrator shall from time to time prescribe. A Participant who is allowed to suspend active participation under the Plan during a Plan Year may not resume active participation in the Plan during that Plan Year. Notwithstanding the foregoing, no deferral elections and no suspension of an election shall be effective for the portion of a Participant's compensation earned on or before the date of the election. 3.2 NONELECTIVE CONTRIBUTIONS. The Plan Sponsor may, in its discretion, make contributions to any Participant's Nonelective Contribution Account from time to time in an amount determined in the sole discretion of the Plan Sponsor. Any amount contributed pursuant to this Section 3.2 may vary among Participants and may be contributed on behalf of one or more Participants and not others. 3.3 EFFECT ON OTHER PLANS. The amount of compensation deferred under either Section 3.1 or 3.2 shall not be deemed to be earnings or compensation for the purpose of calculating the amount of a Participant's benefits or contributions under a retirement or deferral plan of a Plan Sponsor or the basis or amount for any other benefit plan provided by a Plan Sponsor, except to the extent provided in any such plan. No amount distributed under this Plan shall be deemed to be earnings or a part of the Participant's total compensation when determining a Participant's benefit under any benefit plan established by a Plan Sponsor, unless otherwise provided in such plan. SECTION 4 CREDITING CONTRIBUTIONS TO ACCOUNTS ----------------------------------- 4.1 DEFERRAL AMOUNTS. The Plan Sponsor shall credit to the Participant's Employee Deferral Account, Deferral Amounts deferred under Section 3.1 as soon as administratively feasible following the end of the payroll period in which such amounts are withheld from the Participant's compensation. 4.2 NONELECTIVE CONTRIBUTIONS. The Plan Sponsor shall credit to the Participant's Nonelective Contribution Account any contributions made by the Plan Sponsor under Section 3.2 as of a date determined by the Plan Administrator. 5 SECTION 5 INDIVIDUAL FUNDS, HYPOTHETICAL INVESTMENT OF ALLOCATED ACCOUNTS --------------------------------------------------------------- 5.1 Until such time as the Plan Administrator may direct otherwise, each Participant may direct the Plan Administrator to hypothetically invest his or her Account in one or more Individual Funds as the Participant shall designate by providing written notice to the Plan Administrator according to the procedures established by the Plan Administrator for that purpose. (a) All investment directions, or changes in investment directions, of the Participant's Account shall be made in accordance with the procedures established by the Plan Administrator. (b) An investment direction, once given, shall be deemed to be a continuing direction until changed as otherwise provided herein. If no direction is effective for the date a deferral or contribution is to be made, all deferrals or contributions which are to be made for such date shall be invested in such Individual Fund as the Plan Administrator may determine. 5.2 PARTICIPANT DIRECTIONS TO TRANSFER BETWEEN INDIVIDUAL FUNDS. A Participant may elect, according to the procedures established by the Plan Administrator, to transfer the hypothetical investment of his Account among Individual Funds. An election under this Section 5.2 shall be effective as of the date that such directions are processed b