AMENDMENT TO THE
TENNESSEE COMMERCE BANCORP, INC.
2007 EQUITY PLAN
THIS AMENDMENT (the “Amendment”) to the Tennessee Commerce Bancorp, Inc. 2007 Equity
Plan (the “Plan”) is made on this 20
day of May, 2010 by Tennessee Commerce Bancorp, Inc. (the
WHEREAS , the Company established the Plan for the benefit of eligible employees and directors;
WHEREAS , Section 12.2 of the Plan authorizes the Board of Directors of the Company (the “Board”)
to amend the Plan; and
WHEREAS , the Board and the shareholders of the Company have approved an amendment to the
Plan to (i) clarify certain definitions of the Plan, (ii) increase the maximum aggregate number of shares with
respect to which awards may be granted under the Plan, (iii) revise the terms of certain equity awards subject to
restrictions, and (iv) clarify the effect of adjustments upon changes in stock.
NOW, THEREFORE , the Company hereby amends the Plan as follows, effective as of May 20,
I. Section 2.9 of the Plan is deleted and replaced with the following:
2.9 Committee means a committee of Board members that is designated by the Board to serve as
the administrator of the Plan, provided that the Committee shall be composed of at least two individuals (or such
number that satisfies section 162(m)(4)(C) of the Code) and shall be solely composed of individuals who are
“outside directors” as defined in Treas. Reg. §1.162-27(e)(3) or any successor provision.
II. Section 3.1 of the Plan is deleted and replaced with the following:
3.1 Committee. The Plan shall be administered by the Committee, such other committee as the
Board may designate, or, at the discretion of the Board from time to time, by the Board. The members of the
Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the
Board. During any time the Board is acting as administrator of the Plan, it shall