FORM OF SPLIT DOLLAR AGREEMENT

reputation of the Employer or any of its affiliates (such determination to be made by the Board in its reasonable judgment); (f) intentional material damage to the property or business of the Employer; (g) gross negligence; or (h) the ineligibility of the Executive to perform his duties because of a ruling, directive or other action by any agency of the United States or any state of the United States having regulatory authority over the Employer; but in each case only if (1) the Executive has been provided with written notice of any assertion that there is a basis for termination for cause which notice shall specify in reasonable detail specific facts regarding any such assertion, (2) such written notice is provided to the Executive a reasonable time (and in any event no less than three business days) before the Board meets to consider any possible termination for cause, (3) at or prior to the meeting of the Board to consider the matters described in the written notice, an opportunity is provided to the Executive and his counsel to be heard before the Board with respect to the matters described in the written notice, (4) any resolution or other Board action held with respect to any deliberation regarding or decision to terminate the Executive for cause is duly adopted by a vote of at least two-thirds of the entire Board (excluding the Executive) at a meeting of the Board duly called and held, and (5) the Executive is promptly provided with a copy of the resolution or other corporate action taken with respect to such termination. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Employer. The unwillingness of the Executive to accept any or all of a material change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Employer in respect of his position, authority, or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board to be a failure to perform or misconduct by the Executive.

1.5           “Company” means Tennessee Commerce Bank and/or Tennessee Commerce Bancorp, Inc. and their successors.

1.6           “Disability” means the Executive (i) 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 continuous period of not less than 12 months or (ii) is 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 continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer.

1.7           “Good Reason” means (i) without the Executive’s express written consent, a material diminution in authority, duties or responsibilities; (ii) any reduction by the Employer in the Executive’s Base Salary; (iii) any failure of the Employer to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 13 hereof; (iv) the Employer materially breaches this Agreement; or (v) the Employer requiring the Executive to be permanently assigned to a location other than the current or future headquarters of the Employer, except for required travel on the Employer business to an extent substantially consistent with the Executive’s present business travel obligations and as described under Section 3, or, in the event the Executive consents to any relocation, the failure by the Employer to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive’s principal residence in connection with such relocation and

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to indemnify the Executive against any loss realized on the sale of the Executive’s principal residence in connection with any such change of residence. Good Reason shall be deemed to occur only when Executive provides notice to the Employer of his judgment that a Good Reason event has occurred within 90 days of such occurrence, and the Employer will have at least 30 days during which it may remedy the condition.

1.8           “Insurer” means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Split Dollar Agreement.

1.9           “Net Amount At Risk” as used in this agreement refers to the difference in the Death Benefit payable by the insurance carrier and the Cash Value of the policy(ies) owned by the Employer on the Executive’s life.

1.10         “Plan Administrator” means the Board of Directors of the Company or anyone designated by the Board of Directors of the Company as described in Article 6.

1.11         “Policy” means the specific life insurance policy or policies issued by the Insurer(s).

1.12         “Retirement” means termination of employment following attainment of age sixty-five (65) other than for Cause.

1.13         “Separation from Service” means that the Executive shall have ceased to be employed by the Employer for reasons other than death, excepting a leave of absence approved by the Employer. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Employer and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to less than twenty-five percent (25%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding twenty-four (24) month period (or the full period of services to the Employer if the Executive has been providing services to the Employer less than twenty-four (24) months).

1.14         “Split Dollar Policy Endorsement” means the form required by the Administrator or the Insurer to indicate the Executive’s interest, if any, in a Policy on the Executive’s life.

ARTICLE 2

POLICY OWNERSHIP/INTERESTS

2.1           Employer Ownership.   The Employer is the sole owner of the Policy and shall have the right to exercise all incidents of ownership.  The Employer shall be the beneficiary of any death proceeds remaining after the Executive’s interest has been paid under Section 2.2 of this Split Dollar Agreement.

2.2           Executive’s Interest .  In the case of the Executive’s death, the Executive shall have the right to designate the beneficiary(ies) of death proceeds distributed as follows:

(a)                                   If Executive dies prior to his Separation from Service and this Agreement is still in

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effect, a death benefit will be payable to his designated beneficiary equal to the lesser of, (i) one hundred percent (100%) of the portion of the insurance proceeds on the life of the Executive designated as Net Amount at Risk (NAR); or (ii) a sum equal to two times the Executive’s aggregate Cash Compensation, as reduced by any payments due to or paid to the Executive or the Executive’s Beneficiary under any Salary Continuation Plan and/or Consulting and Non-Competition Agreement.

(b)                                  If Executive dies following Separation from Service and this Agreement is still in effect, a death benefit will be paid to the Executive’s designated beneficiary equal to the lesser of (i) one hundred percent (100%) of the portion of the insurance proceeds on the life of the Executive designated as Net Amount at Risk; or (ii) a sum equal to two times the Executive’s aggregate Cash Compensation, as reduced by any payments due to or paid to the Executive or the Executive’s Beneficiary under any Salary Continuation Plan and/or Consulting and Non-Competition Agreement.

Except as provided in Sections 7.11, 7.12 and 7.13, payments shall generally be made within 75 days of the triggering event.  The Employer shall be entitled to the remainder of such Policy proceeds.

Subject to the terms of this Split Dollar Agreement, including but not limited to the Employer’s right to terminate this Split Dollar Agreement under Section 7.1, the Employer hereby endorses the Executive’s interest to the Executive and agrees to execute any other or further documents that may be required to effectuate this Split Dollar Agreement.

2.3            Premium Payment .  The Employer shall pay any premiums due on the Policy.  It is anticipated that the Policy will be a single premium modified endowment contract.

2.4            Imputed Inc ome.  The Employer shall impute income to the Executive to the extent required by applicable law.

2.5            Internal Revenue Code Section 1035 Exchanges .  The Executive recognizes and agrees that the Employer may, after this Executive Split Dollar Agreement is adopted, wish to exchange the Policy of life insurance on the Executive’s life for another contract of life insurance insuring the Executive’s life.  Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance, the Executive agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.

ARTICLE 3

BENEFICIARIES

3.1            Beneficiary Designations.  The Executive shall have the right to designate at any time a Beneficiary to receive any benefits payable under this Agreement upon the death of the Executive.  The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Employer in which the Executive participates.

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3.2            Beneficiary Designation: Change.  The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent.  The Executive’s Beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.  The Executive shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time.  Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled.  The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator before the Executive’s death.

3.3            Acknowledgment.  No designation or change in designation of a Beneficiary shall be effective until received in writing by the Plan Administrator or its designated agent.

3.4            No Beneficiary Designation.  If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary.  If the Executive has no surviving spouse, the benefits shall be distributed to the personal representative of the Executive’s estate.

3.5            Facility of Payment.  If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Employer may pay such benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person.  The Employer may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit.  Distribution shall completely discharge the Employer from all liability for the benefit.

ARTICLE 4

GENERAL LIMITATIONS

4.1            Termination of Service .  Notwithstanding any provision of this Agreement to the contrary, the Executive’s interest in the Policy shall terminate upon a voluntary Separation from Service, other than Retirement or for Good Reason. In the event the Executive’s employment with the Employer is terminated for Cause, the Employer’s obligations under this Agreement shall terminate as of the effective date of the termination of service.

4.2            Removal .  Notwithstanding any provision of this Agreement to the contrary, if the Executive is permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order.

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4.3            Insurer . The Insurer shall be bound only by the terms of the Policy.  Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons.  The Insurer shall not be bound by or be deemed to have notice of the provisions of this Split Dollar Agreement.

ARTICLE 5

CLAIMS AND REVIEW PROCEDURE