<PAGE>   1
                                                                    Exhibit 10.1


                       PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN


                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK


<PAGE>   2




                       PURCHASE AND ASSUMPTION AGREEMENT

<TABLE>
<S>                                                                                                                     <C>  
ARTICLE I - THE ASSETS ..................................................................................................1
         Section 1.1.  Banking Facilities ...............................................................................1

ARTICLE II - TRANSFER OF ASSETS AND LIABILITIES .........................................................................1
         Section 2.1.  Transferred Assets ...............................................................................1 
         Section 2.2.  Purchase Price....................................................................................3 
         Section 2.3.  Deposit Liabilities ..............................................................................5
         Section 2.4.  Loans Transferred ................................................................................7 
         Section 2.5.  Safe Deposit Business ............................................................................9
         Section 2.6.  Employee Matters ................................................................................10
         Section 2.7.  Records and Data Processing .....................................................................10
         Section 2.8.  Security ........................................................................................11
         Section 2.9.  Taxes and Fees; Proration of Certain Expenses ...................................................11
         Section 2.10. Real Property ...................................................................................12

ARTICLE III - CLOSING AND EFFECTIVE TIME ...............................................................................13
         Section 3.1.  Effective Time ..................................................................................13
         Section 3.2.  Closing .........................................................................................13
         Section 3.3.  Post Closing Adjustments ........................................................................16

ARTICLE IV - INDEMNIFICATION ...........................................................................................16
         Section 4.1.  Seller's Indemnification of Purchaser ...........................................................16
         Section 4.2.  Purchaser's Indemnification of Seller ...........................................................17
         Section 4.3.  Claims for Indemnity ............................................................................17
         Section 4.4.  Limitations on Indemnification ..................................................................17

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF SELLER ...................................................................18
         Section 5.1   Corporate Organization ..........................................................................18
         Section 5.2   No Violation ....................................................................................18
         Section 5.3   Corporate Authority .............................................................................18
         Section 5.4   Enforceable Agreement............................................................................18 
         Section 5.5   No Brokers.......................................................................................18
         Section 5.6   Personal Property................................................................................19 
         Section 5.7   Real Property ...................................................................................19
         Section 5.8   Condition of Property ...........................................................................19
         Section 5.9   Limitation of Representations and Warranties ....................................................19

</TABLE>


                                       i


<PAGE>   3



<TABLE>
<S>                                                                                                                     <C>
 ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF PURCHASER ..............................................................19
  Section 6.1.    Corporate Organization................................................................................20
  Section 6.2.    No Violation..........................................................................................20 
  Section 6.3.    Corporate Authority...................................................................................20
  Section 6.4.    Enforceable Agreement ................................................................................20
  Section 6.5.    No Brokers ...........................................................................................20

 ARTICLE VII - OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE TIME  ...............................................20
  Section 7.1.    Full Access...........................................................................................20
  Section 7.2.    Delivery of Magnetic Media Records ...................................................................21
  Section 7.3.    Application for Approval............................................................................. 21
  Section 7.4.    Conduct of Business; Maintenance of Properties........................................................21
  Section 7.5.    No Solicitation by Seller.............................................................................22
  Section 7.6.    No Solicitation by Purchaser..........................................................................22
  Section 7.7.    Further Actions ......................................................................................23
  Section 7.8.    Fees and Expenses.....................................................................................23
  Section 7.9.    Breaches with Third Parties...........................................................................23
  Section 7.10    Insurance ............................................................................................23
  Section 7.11.   Public Announcements..................................................................................23
  Section 7.12.   Tax Reporting.........................................................................................23
  Section 7.13.   REIT Participations...................................................................................24

ARTICLE VIII - CONDITIONS TO PURCHASER'S OBLIGATIONS ...................................................................24
  Section 8.1.    Representations and Warranties True...................................................................24
  Section 8.2.    Obligations Performed.................................................................................24
  Section 8.3.    No Adverse Litigation.................................................................................24
  Section 8.4.    Regulatory Approval...................................................................................24

ARTICLE IX -   CONDITIONS TO SELLER'S OBLIGATIONS ......................................................................25
  Section 9.1.    Representations and Warranties True ..................................................................25
  Section 9.2.    Obligations Performed ................................................................................25
  Section 9.3.    No Adverse Litigation ................................................................................25
  Section 9.4.    Regulatory Approval ..................................................................................25
  Section 9.5.    Barnett Closing ......................................................................................25

ARTICLE X - TERMINATION ................................................................................................26
  Section 10.1.   Methods of Termination ...............................................................................26
  Section 10.2.   Procedure Upon Termination............................................................................26
  Section 10.3    Payment of Expenses...................................................................................27
</TABLE>


                                       ii


 


<PAGE>   4


<TABLE>
<S>                                                                                                              <C>
 ARTICLE XI- MISCELLANEOUS PROVISIONS ...........................................................................27
  Section 11.1.  Completion of Barnett Transaction. .............................................................27
  Section 11.2.  Amendment and Modification .....................................................................27
  Section 11.3.  Waiver or Extension ............................................................................27
  Section 11.4.  Assignment. ....................................................................................28
  Section 11.5.  Confidentiality.................................................................................28
  Section 11.6.  Addresses for Notices, Etc. ....................................................................28
  Section 11.7.  Counterparts....................................................................................29
  Section 11.8.  Headings. ......................................................................................29
  Section 11.9.  Governing Law ..................................................................................29
  Section 11.10. Sole Agreement..................................................................................29
  Section 11.11. Severability. ..................................................................................29
  Section 11.12. Parties In Interest ............................................................................29
</TABLE>



                                      iii



<PAGE>   5



                        PURCHASE AND ASSUMPTION AGREEMENT

THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of
December 15, 1997 by and between NATIONSBANK CORPORATION, a bank holding company
having its principal office in Charlotte, North Carolina (the "Seller"), and
REPUBLIC BANK, a Florida state banking corporation, having its principal offices
in St. Petersburg, Florida (the "Purchaser"):

                                   WITNESSETH:

WHEREAS, NationsBank Corporation ("NationsBank") has entered into an Agreement
and Plan of Merger with Barnett Banks, Inc. ("Barnett") for the purpose of
acquiring Barnett and its subsidiaries (the "Barnett Transaction"); and

WHEREAS, NationsBank and Barnett through the actions of Seller and certain of
their banking subsidiaries wish to divest themselves of certain assets, deposits
and other liabilities in order to meet a portion of the regulatory requirements
dictated by the Barnett Transaction; and

WHEREAS, the Purchaser wishes to purchase such assets and assume such
liabilities upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, Seller and Purchaser agree as follows:

                                    ARTICLE I
                                   THE ASSETS

Section 1.1. Banking Facilities.

Purchaser shall purchase from Seller the assets of, and assume the liabilities
assigned to, those branch banking offices identified on Exhibit 1.1 (b) attached
hereto (the "Banking Facilities").

                                   ARTICLE II
                       TRANSFER OF ASSETS AND LIABILITIES

Section 2.1. Transferred Assets.

(a)      As of the Effective Time (as defined in Section 3.1 below) and upon the
         terms and conditions set forth herein, Seller will sell, assign,
         transfer, convey and deliver to Purchaser, and Purchaser will purchase
         from Seller, the following assets at the Banking Facilities except as
         otherwise excluded from sale pursuant to the provisions of Subsection
         2.1(b) below (the "Transferred Assets"):

<PAGE>   6



         (1)      subject to Section 2.10 hereof, all of Seller's transferable
                  right, title and interest in and to all real estate and
                  improvements thereon at the Banking Facilities, but not
                  including any leasehold estates covered by sub-section (3)
                  below, together with all rights and appurtenances pertaining
                  thereto (the "Real Property");

         (2)      the furniture, fixtures, leasehold improvements, equipment and
                  other tangible personal property located on or affixed to the
                  Real Property or located at leased Banking Facilities
                  locations, including any of such items on order at the Closing
                  but not including any of such items subject to the terms of
                  any Equipment Leases (the "Personal Property");

         (3)      all assignable leases affecting the Banking Facilities,
                  including all leases of real property (the "Real Property
                  Leases"), and all leases for equipment (the "Equipment
                  Leases"), and any assignable, stand-alone software licenses
                  and leases (the "Software Licenses");

         (4)      all safe deposit contracts and leases for the safe deposit
                  boxes located at the Banking Facilities as of the Effective
                  Time (the "Safe Deposit Contracts");

         (5)      all Loans transferred pursuant to Section 2.4; and

         (6)      all coins and currency located at the Banking Facilities as of
                  the Effective Time (the "Coins and Currency").

(b)      Excluded from the assets, properties and rights being transferred,
         conveyed and assigned to Purchaser under this Agreement are (1) the
         assets listed on Exhibit 2.l(b) hereto, (2) Seller's rights in and to
         the names "NationsBank" and "Barnett" and any of their predecessor
         banks' names and any of NationsBank's or Seller's predecessors'
         corporate logos, trademarks, trade names, signs, paper stock, forms and
         other supplies containing any such logos, trademarks or trade names,
         (3) residential mortgage servicing rights for 1-4 family residential
         mortgage loans at the Banking Facilities if Seller is a Barnett
         subsidiary, (4) licenses and permits, (5) trust, brokerage, mutual fund
         and similar relationships and (6) proprietary NationsBank or Barnett
         software (the "Excluded Assets"). Seller shall coordinate with
         Purchaser to remove the Excluded Assets from the Banking Facilities on
         or prior to the Effective Time. Seller shall remove the Excluded Assets
         at its own cost and, apart from making any repairs necessitated by
         Seller's negligence in removing the Excluded Assets, Seller shall be
         under no obligation to restore the premises to their original
         condition, which shall be the responsibility of Purchaser.

(c)      Notwithstanding anything to the contrary contained in this Agreement,
         all RMMS (as defined below) data and information and any copies or
         extracts thereof or other data or analyses derived therefrom, and all
         internal reports and data relating to, containing or derived from the
         operating results of Barnett and its affiliates or any subsidiary or
         division or line of business thereof, whether contained in books,
         records or other paper format, accessed through the computer and data
         processing systems of Barnett and its affiliates, or otherwise in the
         possession of Barnett or the Seller, shall remain solely the property
         of Seller, and nothing


                                       2

<PAGE>   7



         contained in this Agreement shall be construed as transferring to or
         vesting in the Purchaser or any of Purchaser's affiliates any right or
         interest in or to such data and information or to grant to the
         Purchaser any ongoing rights to the use of the RMMS or data derived
         therefrom. Purchaser acknowledges that Seller shall be entitled to take
         all such steps prior to or following the Closing as shall be necessary
         in Seller's sole discretion to effect the foregoing, including taking
         such actions as are necessary to ensure that all access to such
         information at the offices of the Seller shall be terminated as of the
         Closing. Purchaser shall promptly return to Seller any such information
         or data described herein, which remains at any facilities transferred
         hereunder following the Closing.

For purposes of this Agreement, the term "RMMS" means the Retail Market
Management System, a proprietary strategic and marketing system of Barnett which
combines customer transaction, balance and demographic data with a proprietary
analytic methodology to produce specific customer and market management tools.
These management tools include but are not limited to market potential models,
customer profitability analysis, market segmentation analysis and customer
activity analysis.

Section 2.2. Purchase Price.

(a)      As consideration for the purchase of the Banking Facilities, Purchaser
         shall pay a purchase price equal to the sum of the following:

         (1)      The Net Book Value (as defined in Section 2.2(d) hereof) of
                  the Personal Property and the real estate and improvements
                  (including leasehold improvements) at the Banking Facilities
                  on the Closing Date plus $5,460,000;

         (2)      A premium for the Deposit Liabilities (as defined in Section
                  2.3(a) hereof) and franchise value assigned to the Banking
                  Facilities equal to 12.13% of the Deposit Liabilities;

         (3)      The Net Book Value (as defined in Section 2.2(d) hereof) of
                  the Loans as set forth in Section 2.4 hereof on the Closing
                  Date plus a premium for the Loans equal to 2.81% of the Net
                  Book Value of the Loans; and

         (4)      The face amount of the Coins and Currency.

(b)      In addition, Purchaser shall assume, as of the Effective Time, all of
         the duties, obligations and liabilities of Seller relating to the Real
         Property, the Real Property Leases, the Equipment Leases, the Software
         Licenses, the Safe Deposit Contracts, the Deposit Liabilities
         (including all accrued interest relating thereto) and all other
         assignable operating contracts of the Banking Facilities.

(c)      Seller shall prepare a balance sheet (the "Pre-Closing Balance Sheet")
         in accordance with generally accepted accounting principles
         consistently applied as of a date not earlier than 30 calendar days
         prior to the Effective Time anticipated by the parties (the
         "Pre-Closing Balance


                                       3


<PAGE>   8



         Sheet Date") reflecting the assets to be sold and assigned hereunder
         and the liabilities to be transferred and assumed hereunder all based
         on the book value of such assets and liabilities; Seller agrees to pay
         to Purchaser at the Closing (as defined in Section 3.1 hereof), in
         immediately available funds, the excess amount, if any, of the amount
         of Deposit Liabilities assumed by Purchaser pursuant to subsection (b)
         above as reflected by the Pre-Closing Balance Sheet over the aggregate
         purchase price computed in accordance with subsection (a) above, as
         reflected by the Pre-Closing Balance Sheet. Purchaser agrees to pay
         Seller at the Closing, in immediately available funds, the excess, if
         any, of the aggregate purchase price computed in accordance with
         subsection (a) above, as reflected by the Pre-Closing Balance Sheet
         over the amount of Deposit Liabilities assumed by Purchaser pursuant to
         subsection (b) above as reflected by the Pre-Closing Balance Sheet.
         Amounts paid at Closing shall be subject to subsequent adjustment based
         on the Post-Closing Balance Sheet (as defined in Section 3.3 hereof).

(d)      With regard to Personal Property and Real Property, Net Book Value is
         the value that the asset is carried on Seller's general ledger. With
         regard to Loans, Net Book Value is the aggregate principal amount of
         the Loans, plus accrued and unpaid interest and late charges thereon,
         but such value shall not include any loan loss reserves or general
         reserve.

(e)      (1) Seller and Purchaser agree to allocate the purchase price in
         accordance with Section 1060 of the Internal Revenue Code (the "Code").
         Within 120 days after the Closing Date, Purchaser shall provide to
         Seller Purchaser's proposed allocation of the purchase price as finally
         determined and paid by Purchaser hereunder. Within 30 days after the
         receipt of such allocation, Seller shall propose to Purchaser any
         changes to such allocation or otherwise shall be deemed to have agreed
         with such allocation.

         (2) Seller and Purchaser shall reduce such allocation to writing,
         including jointly and properly executing completed Internal Revenue
         Service Form 8594, and any other forms or statements required by the
         Code, Treasury Regulations or the Internal Revenue Service, together
         with any and all attachments required to be filed therewith. Seller and
         Purchaser shall file timely any such forms and statements with the
         Internal Revenue Service.

         (3) To the extent consistent with applicable law, Seller and Purchaser
         shall not file any tax return or other documents or otherwise take any
         position with respect to taxes which is inconsistent with such
         allocation of the final purchase price, provided, however, that neither
         Seller nor Purchaser shall be obligated to litigate any challenge to
         such allocation of the final purchase price by a governmental
         authority.

         (4) Seller and Purchaser shall promptly inform one another of any
         challenge by any governmental authority to any allocation made pursuant
         to this subsection and agree to consult with and keep one another
         informed with respect to the state of, and any discussion, proposal or
         submission with respect to, such challenge.


                                       4



<PAGE>   9



Section 2.3.      Deposit Liabilities.

(a)      "Deposit Liabilities" shall mean all of Seller's duties, obligations
         and liabilities relating to the deposit accounts assigned to the
         Banking Facilities as of the Effective Time (including accrued but
         unpaid or uncredited interest thereon).

(b)      Except for those liabilities and obligations specifically assumed by
         Purchaser under 2.2(b) above, Purchaser are not assuming any other
         liabilities or obligations. Liabilities not assumed include, but are
         not limited to, the following:

         (1)      Seller's cashier checks, letters of credit, money orders,
                  traveler's checks, interest checks and expense checks issued
                  prior to closing, consignments of U.S. Government "E" and
                  "EE" bonds and any cash items paid by Seller and not cleared
                  prior to the Effective Time.

         (2)      Liabilities or obligations with respect to any litigation,
                  suits, claims, demands or governmental proceedings arising,
                  commenced or made known to Seller prior to Closing and related
                  to the Banking Facilities.

         (3)      Deposit accounts associated with or securing lines of credit
                  where the line of credit is excluded in accordance with
                  Section 2.4(b).

         (4)      Deposit accounts with Seller's group banking program, if any.

         (5)      Self-directed individual retirement accounts, if any, as well
                  as those individual retirement accounts which, by their terms,
                  are not subject to assignment, it being understood that all
                  other types of IRA Deposit Liabilities are intended to be
                  transferred.

         (6)      Any and all obligations arising under any service agreements
                  entered into between Seller or Barnett and their subsidiaries.

         (7)      Deposit accounts associated with qualified retirement plans
                  where Seller is the trustee of such plan or the sponsor of a
                  prototype plan used by such plan.

(c)      Seller does not represent or warrant that any deposit customers whose
         accounts are assumed by Purchaser will become or continue to be
         customers of Purchaser after the Effective Time.

(d)      Purchaser agrees to pay in accordance with law and customary banking
         practices all properly drawn and presented checks, drafts and
         withdrawal orders presented to Purchaser by mail, over the counter or
         through the check clearing system of the banking industry, by
         depositors of the accounts assumed, whether drawn on the checks,
         withdrawal or draft forms provided by Seller or by Purchaser, and in
         all other respects to discharge, in the usual course of the banking
         business, the duties and obligations of Seller with respect to the
         balances due and owing to the depositors whose accounts are assumed by
         Purchaser.


                                       5


<PAGE>   10



(e)      If, after the Effective Time, any depositor, instead of accepting the
         obligation of Purchaser to pay the Deposit Liabilities assumed, shall
         demand payment from Seller for all or any part of any such assumed
         Deposit Liabilities, Seller shall not be liable or responsible for
         making any such payment; provided, that if Seller shall pay the same,
         Purchaser agrees to reimburse Seller for any such payments, and Seller
         shall not be deemed to have made any representations or warranties to
         Purchaser with respect to any such checks, drafts or withdrawal orders
         and any such representations or warranties implied by law are hereby
         expressly disclaimed. Seller and Purchaser shall make arrangements to
         provide for the daily settlement with immediately available funds by
         Purchaser of checks, drafts, withdrawal orders, returns and other items
         presented to and paid by Seller within 90 calendar days after the
         Effective Time and drawn on or chargeable to accounts that have been
         assumed by Purchaser; provided, however, that Seller shall be held
         harmless and indemnified by Purchaser for acting in accordance with
         such arrangements.

(f)      Purchaser agrees, at its cost and expense, (1) to assign new account
         numbers to depositors of assumed Deposit Liabilities, (2) to notify
         such depositors, on or before the Effective Time, in a form and on a
         date mutually acceptable to Seller and Purchaser, of Purchaser
         assumption of Deposit Liabilities, (3) to furnish such depositors with
         checks on the forms of Purchaser and with instructions to utilize
         Purchaser's checks and to destroy unused check, draft and withdrawal
         order forms of Seller (If Purchaser so elect, Purchaser may offer to
         buy from such depositors their unused Seller's check, draft and
         withdrawal order forms.), (4) to reissue all ATM and debit cards (with
         new PIN numbers) associated with the depositors of assumed Deposit
         Liabilities, (5) to replace all line of credit checks with checks on
         the forms of Purchaser with instructions to utilize Purchaser's checks
         and to destroy the unused checks and (6) to disable and to notify
         customers of its disabling of all credit card overdraft protection. In
         addition, subsequent to regulatory approval, Seller will notify its
         affected customers by letter of the pending assignment of Seller's
         Deposit Liabilities to Purchaser, which notice shall be at Seller's
         cost and expense and shall be in a form mutually agreeable to Seller
         and Purchaser.

(g)      Purchaser agrees to pay promptly to Seller an amount equivalent to the
         amount of any checks, drafts or withdrawal orders credited to any
         assumed Deposit Liabilities as of the Effective Time that are returned
         to Seller after the Effective Time.

(h)      As of the Effective Time, Purchaser will assume and pay the Deposit
         Liabilities and assume and discharge all of Seller's duties and
         obligations in accordance with the terms and conditions and laws, rules
         and regulations that apply to the certificates, accounts and other
         Deposit Liabilities assumed under this Agreement.

(i)      As of the Effective Time, Purchaser will maintain and safeguard in
         accordance with applicable law and sound banking practices all account
         documents, deposit contracts, signature cards, deposit slips, canceled
         items and other records related to the Deposit Liabilities assumed
         under this Agreement, subject to Seller's right of access to such
         records as provided in this Agreement.


                                       6
<PAGE>   11



(j)      Seller will render a final statement to each depositor of an account
         assumed under this Agreement as to transactions occurring through the
         Effective Time and will comply with all laws, rules and regulations
         regarding tax reporting of transactions of such accounts through the
         Effective Time; provided, however, that Seller shall not be obligated
         to render a final statement on any account not ordinarily receiving
         periodic statements in the ordinary course of Seller's business. Seller
         will be entitled to impose normal fees and service charges on a
         per-item basis, but Seller will not impose periodic fees or blanket
         charges in connection with such final statements. Purchaser will comply
         with all laws, rules and regulations regarding tax reporting of
         transactions of such accounts after the Effective Time.

(k)      Prior to the Closing Date, Purchaser, at its expense, will notify all
         Automated Clearing House ("ACH") originators of the transfers and
         assumptions made pursuant to the Agreement; provided, however, that
         Seller may, at its option, notify all such originators (on behalf of
         Purchaser) also at the expense of Purchaser. For a period of 90
         calendar days beginning on the Effective Time, Seller will honor all
         ACH items related to accounts assumed under this Agreement which are
         mistakenly routed or presented to Seller. Seller will make no charge to
         Purchaser for honoring such items, and will electronically transmit
         such ACH data to Purchaser. If Purchaser cannot receive an electronic
         transmission, Seller will make available to Purchaser at Seller's
         operations center receiving items from the Automated Clearing House
         tapes containing such ACH data. Items mistakenly routed or presented
         after the 90-day period will be returned to the presenting party.
         Seller and Purchaser shall make arrangements to provide for the daily
         settlement with immediately available funds by Purchaser of any ACH
         items honored by Seller, and Seller shall be held harmless and
         indemnified by Purchaser for acting in accordance with this arrangement
         to accept ACH items.

(l)      Following the Effective Time, Purchaser agrees to use its best efforts
         to collect from Purchaser customers amounts equal to any Visa or
         MasterCard charge backs under the MasterCard and Visa Merchant
         Agreements between Seller and its customers or amounts equal to any
         deposit items returned to Seller after the Effective Time which were
         honored by Seller prior to the Effective Time and remit such amounts so
         collected to Seller. Purchaser agrees to immediately freeze and remit
         to Seller any funds, up to the amount of the charged back or returned
         item that had been previously credited by Seller if such funds are
         available at the time of notification by Seller to Purchaser of the
         charged back or returned item. Notwithstanding the foregoing, Purchaser
         shall have no duty to remit funds for any item or charge that has been
         improperly resumed or charged to Seller. Solely for the purposes of
         this Section 2.3(i), all references to Seller shall be deemed to
         include Seller and its assignees.

Section 2.4. Loans Transferred.

(a)      Seller will transfer to Purchaser as of the Effective Time, subject to
         the terms and conditions of this Agreement, all of Seller's right,
         title and interest in (including collateral relating thereto) loans
         maintained, serviced and listed as loans assigned to the Banking
         Facilities (collectively, the "Loans"); provided, however, the Loans
         shall not include any loans described in subsection (b) below. Such
         Loans (as well as any lien or security interest related


                                       7



<PAGE>   12



         thereto) shall be transferred by means of a blanket (collective)
         assignment and not individually (except as may be otherwise required by
         law). Purchaser shall inform Seller not less than 45 calendar days
         prior to the proposed Closing of any case in which filing information
         relating to any collateral for the Loans will be required for
         preparation of any assignments of liens.

(b)      Notwithstanding the provisions of subsection (a) above, the Loans shall
         not include:

         (1)      nonaccruals (which term shall include loans in which the
                  collateral securing same has been repossessed or in which
                  collection efforts have been instituted or claim and delivery
                  or foreclosure proceedings have been filed);

         (2)      loans 90 calendar days or more past due;

         (3)      loans upon which insurance has been force-placed;

         (4)      credit card loans;

         (5)      loans in connection with which the borrower has filed a
                  petition for relief under the United States Bankruptcy Code
                  prior to the Effective Time;

         (6)      loans identified by Purchaser in writing within 45 calendar
                  days or more prior to the Effective Time as not being
                  purchased because of failure to meet generally applicable
                  credit standards of Purchaser. In the case of loans made
                  within 45 calendar days of Closing, Purchaser shall have the
                  right to review and put back those loans for failure to meet
                  the credit standards of Purchaser for up to 30 days; or

         (7)      mortgage servicing rights for 1-4 family residential mortgage
                  loans if Seller is a Barnett subsidiary.

(c)      Seller and Purchaser agree that Purchaser will become the beneficiary
         of credit life insurance written on direct consumer installment loans
         and coverage will continue to be the obligation of the current insurer
         after the Effective Time and for the duration of such insurance as
         provided under the terms of the policy or certificate. If Purchaser
         become the beneficiary of credit life insurance written on direct
         consumer installment loans, Seller and Purchaser agree to cooperate in
         good faith to develop a mutually satisfactory method by which the
         current insurer will make rebate payments to and satisfy claims of the
         holders of such certificates of insurance after the Effective Time. The
         parties obligations in this section are subject to any restrictions
         contained in existing insurance contracts as well as applicable laws
         and regulations.

(d)      In connection with the transfer of any loans requiring notice to the
         borrower and the servicer, Purchaser and Seller will comply with all
         notice and reporting requirements of the loan documents or of any law
         or regulation.


                                       8


<PAGE>   13



(e)      All Loans will be transferred without recourse and without any
         warranties or representations as to their collectibility or the
         creditworthiness of any of the obligers of such Loans.

(f)      Purchaser will at its expense issue new coupon books or other forms of
         payment identification for payment of Loans for which Seller provide
         coupon books with instructions to utilize Purchaser coupons or forms
         and to destroy coupons furnished by Seller.

(g)      For a period of 90 calendar days after the Effective Time, Seller will
         forward to Purchaser loan payments received by Seller. Purchaser shall
         reimburse Seller upon demand for checks returned on payments forwarded
         to Purchaser; however, to the extent possible, Seller will deduct the
         amount of such returned checks from payments received and shall settle
         with Purchaser by an official check.

(h)      As of the Effective Time, Seller shall transfer and assign all files,
         documents and records related to the Loans to Purchaser, including such
         information held in electronic form, and Purchaser will be responsible
         for maintaining and safeguarding all such materials in accordance with
         applicable law and sound banking practices.

(i)      If the balance due on any Loan purchased pursuant to this Section 2.4
         has been reduced by Seller as a result of a payment by check received
         prior to the Effective Time, which item is returned after the Effective
         Time, the asset value represented by the Loan transferred shall be
         correspondingly increased and an amount in cash equal to such increase
         shall be paid by Purchaser to Seller promptly upon demand.

(j)      Seller shall grant to Purchaser as of the Effective Time a limited
         power of attorney, in substantially the form attached hereto as Exhibit
         2.4(j)(the "Power of Attorney").

Section 2.5. Safe Deposit Business.

(a)      As of the Effective Time, Purchaser will assume and discharge Seller's
         obligations with respect to the safe deposit box business at the
         Banking Facilities in accordance with the terms and conditions of
         contracts or rental agreements related to such business, and Purchaser
         will maintain all facilities necessary for the use of such safe deposit
         boxes by persons entitled to use them.

(b)      As of the Effective Time, Seller shall transfer and assign the records
         related to such safe deposit box business to Purchaser, and Purchaser
         shall maintain and safeguard all such records and be responsible for
         granting access to and protecting the contents of safe deposit boxes at
         the Banking Facilities.

(c)      Safe deposit box rental payments and late payment fees collected by
         Seller before the Effective Time shall not be prorated.


                                       9

<PAGE>   14



Section 2.6. Employee Matters.

(a)      Subject to Section 11.12 hereof, Purchaser shall offer employment to
         all employees employed by Seller at the Banking Facilities as of the
         Effective Time (the "Employees"), in their then current functional
         positions at each facility with remuneration not less than current
         levels (subject to normal salary increases) and benefits generally
         equivalent to current levels. Except for Purchaser's defined benefit
         pension plan, Employees who become employees of Purchaser shall receive
         full credit for their prior service with Seller under Purchaser's
         benefit plans and policies, including its vacation and sick leave
         policies. As of the Effective Time, the Employees who become employees
         of Purchaser and their dependents, if any, previously covered under
         Seller's health insurance plan shall be covered under Purchaser's
         health insurance plan without being subject to any pre-existing
         condition limitations or exclusions except those excluded under
         Seller's health insurance plan. Employees who become employees of
         Purchaser shall not be required to satisfy the deductible and employee
         payments required by Purchaser's comprehensive medical and/or dental
         plans for the calendar year of the Effective Time to the extent of
         amounts previously credited during such calendar year under comparable
         plans maintained by Seller. Employees who become employees of Purchaser
         shall receive full credit for their prior service with Seller for
         purposes of determining their participation, eligibility and vesting
         rights under Purchaser's defined benefit pension plan; benefits under
         Purchaser's defined benefit pension plan shall accrue from the first
         day of service with Purchaser and shall be based on the number of years
         of service with Purchaser.

(b)      Seller makes no representations or warranties about whether any of the
         Employees who become employees of Purchaser will remain employed at the
         Banking Facilities after the Effective Time. Seller will use its best
         efforts to maintain the Employees as employees of Seller at the Banking
         Facilities until the Effective Time. Any Employee whose employment
         shall be terminated for any reason prior to the Effective Time or who
         shall elect not to be an employee of Purchaser shall be dealt with by
         Seller in its sole and absolute discretion. Seller agrees that, for a
         period of 12 months after the Effective Time, it will not solicit for
         employment any Employee who remains employed by Purchaser.

(c)      Purchaser agrees that for a period of 12 months after the Effective
         Time, no Employee will be terminated by Purchaser without paying to
         such Employee a severance benefit no less than the applicable severance
         benefit set forth in Exhibit 2.6(c).

Section 2.7. Records and Data Processing.

(a)      As of the Effective Time, Purchaser shall become responsible for
         maintaining the files, documents and records referred to in this
         Agreement. Purchaser will preserve and safekeep them as required by
         applicable law and sound banking practice for the joint benefit of
         Seller and Purchaser. After the Effective Time, Purchaser will permit
         Seller and its representatives, for reasonable cause, at reasonable
         times and upon reasonable notice, to examine, inspect, copy and
         reproduce any such files, documents or records as Seller deem
         reasonably necessary and to have similar access to such records and
         Seller's former employees for purposes of


                                       10


<PAGE>   15



         preparation of records and reports (including regulatory and tax
         reports and returns) and as required in connection with third party
         litigation.

(b)      As of the Effective Time, Seller will permit Purchaser and its
         representatives, for reasonable cause, at reasonable times and upon
         reasonable notice, to examine, inspect, copy and reproduce files,
         documents or records retained by Seller regarding the assets and
         liabilities transferred under this Agreement (to the extent that such
         information is readily available from Seller's records without
         incurring any significant expense) as Purchaser deem reasonably
         necessary.

(c)      For a period of 90 days after the Effective Time, the party providing
         copies of records shall do so without charge; thereafter it may charge
         its customary rate for such copies.

(d)      It is understood that certain of Seller's records, including
         certificates of deposit, may be available only in electronic form or in
         the form of photocopies, film copies or other non-original and
         non-paper media.

Section 2.8. Security.

As of the Effective Time, Purchaser shall be solely responsible for the security
of and insurance on all persons and property located in or about the Banking
Facilities.

Section 2.9. Taxes and Fees; Proration of Certain Expenses.

Purchaser shall be responsible for the payment of all fees and taxes related to
this transaction; except that Purchaser shall not be responsible for, or have
any liability with respect to, taxes on any income to Seller arising out of this
transaction. Purchaser shall not be responsible for any income tax liability of
Seller arising from the business or operations of the Banking Facilities before
the Effective Time, and Seller shall not be responsible for any tax liabilities
of Purchaser arising from the business or operations of the Banking Facilities
after the Effective Time. Utility payments, telephone charges, real property
taxes, personal property taxes, rent, salaries, deposit insurance premiums or
assessments, maintenance items, other ordinary operating expenses of the Banking
Facilities and other expenses related to the liabilities assumed or assets
purchased hereunder shall be prorated between the parties as of the Effective
Time. To the extent any such item has been prepaid by Seller for a period
extending beyond the Effective Time, there shall be a proportionate monetary
adjustment in favor of Seller. The Purchaser shall be responsible for the
payment of any non-delinquent assessments. Real estate taxes shall be pro-rated
at the Closing based upon the maximum allowable discount and other applicable
exemptions, and there shall be no reproration of real estate taxes.

Seller and Purchaser shall each be responsible for its own costs with respect to
the preparation and filing of any tax returns, as well as the preparation,
review and analysis of the allocation statements and any forms or statements
prepared in connection with the final allocation of the purchase price.

                                       11



<PAGE>   16



Section 2.10. Real Property.

(a)      Title Matters.

         (i)      Seller agrees to deliver to Purchaser as soon as reasonably
                  possible upon Purchaser's request copies of all title
                  information in possession of Seller, including, but not
                  limited to, title insurance policies, attorneys' opinions on
                  title, surveys, covenants, deeds and easements relating to the
                  Real Property. Such delivery shall constitute no warranty by
                  Seller as to the accuracy or completeness thereof or that
                  Purchaser is entitled to rely thereon.

         (ii)     Purchaser agrees to notify Seller, in writing within 45
                  calendar days after the date of this Agreement of any
                  mortgages, pledges, material liens, encumbrances,
                  reservations, tenancies, encroachments, overlaps or other
                  title exceptions, survey objections, or zoning or similar land
                  use violations (excluding legal but nonconforming uses)
                  related to the Real Property to which Purchaser reasonably
                  objects (the "Title Defects"). If Purchaser does not notify
                  Seller of Title Defects within the 45 day period, Purchaser
                  shall be deemed to have waived its rights under this Section
                  2.10. Purchaser agrees that Title Defects shall not include
                  real property taxes not yet due and payable or easements,
                  restrictions, tenancies, survey matters or other title
                  matters, and rights of way which do not materially interfere
                  with the use of the Real Property as such facilities are
                  currently utilized. Seller shall make a good faith effort to
                  correct any such Title Defect to Purchaser's reasonable
                  satisfaction at least 10 calendar days prior to Closing;
                  provided, however, that Seller shall not be obligated to bring
                  any lawsuit or make any payments of money (except to pay liens
                  that Seller does not dispute in good faith) to cure a Title
                  Defect. If Seller is unable or unwilling to cure any such
                  Title Defects to Purchaser's reasonable satisfaction,
                  Purchaser shall have the option either to terminate this
                  Agreement (upon written notice to Seller) with respect to the
                  Banking Facilities, at which the Real Property having such
                  Title Defects is located or to receive title in its then
                  existing condition. Upon termination of this Agreement with
                  respect to a particular tract of property pursuant to this
                  Section 2.10, no party shall have any further liability to the
                  other party under this Agreement with respect to such parcel
                  of Real Property (or the other Assets or Deposit Liabilities
                  associated with that facility) and the purchase price shall be
                  adjusted accordingly.

(b)      Environmental Matters.

         Purchaser shall have the right to conduct such investigation of
         environmental matters with respect to the Real Property as it may
         reasonably require and shall report the results of any such
         investigation, together with its objections to any material violation
         of applicable environmental law which impacts the use of a particular
         tract of Real Property as such facilities are currently utilized, to
         Seller no later than 45 calendar days after the date of this Agreement;
         provided, however, that without the prior written consent of Seller and
         execution of a satisfactory property access agreement, Purchaser shall
         not conduct subsurface testing, any ground water monitoring or install
         any test well or undertake any other investigation which requires a
         permit or license from, or the reporting of the investigation or the
         results thereof to, a local or state environmental regulatory



                                       12



<PAGE>   17



         authority or the United States Environmental Protection Agency. If
         Purchaser objects to any material violation of applicable environmental
         law which impacts the Real Property or its use as a banking facility,
         Seller shall have the right, but not the obligation, to cure any such
         material violation of law which is discovered by Purchaser's
         investigation. If Seller either refuses to give such written consent or
         refuses to cure any material violation of applicable environmental law
         relating to the Real Property or the use thereof as a banking center,
         Purchaser shall have the option either to purchase the Real Property in
         its then existing condition or to terminate this Agreement (upon
         written notice of Seller) with respect to the Banking Facilities at
         which such parcel of Real Property affected by such refusal is located
         in which event neither party shall have any further liability to the
         other under this Agreement with respect to such Banking Facilities (or
         the other Assets or Deposit Liabilities associated with that facility)
         and the purchase price shall be adjusted accordingly.

(c)      Termination by Seller.

         If Purchase elects not to purchase Banking Facilities pursuant to this
         Section 2.10, Seller may elect to terminate this Agreement in its
         entirety within 10 calendar days after its receipt of Purchaser's
         election not to purchase a Banking Facility.

                                    ARTICLE III
                           CLOSING AND EFFECTIVE TIME

Section 3.1. Effective Time.

The purchase of assets and assumption of liabilities provided for in this
Agreement shall occur at a closing (the "Closing") to be held at the offices of
Seller in Charlotte, North Carolina at 10:00 a.m. local time on a date
designated by Seller within 31 calendar days following the closing of the
Barnett Transaction and the date of all approvals by regulatory agencies and
after all statutory waiting periods have expired, or at such other place, time
or date on which the parties shall mutually agree. The effective time (the
"Effective Time") shall be 2:00 p.m., local time, on the day on which the
Closing occurs (the "Closing Date").

Section 3.2. Closing.

(a)      All actions taken and documents delivered at the Closing shall be
         deemed to have been taken and executed simultaneously, and no action
         shall be deemed taken nor any document delivered until all have been
         taken and delivered.

(b)      At the Closing, subject to all the terms and conditions of this
         Agreement, Seller shall deliver to Purchaser or, in the case of
         subsections (b), (6), (7), (8) and (10), make reasonably available to
         Purchaser:

         (1)      Special warranty deeds executed by the appropriate Seller
                  transferring Seller's interest in and to each parcel of Real
                  Property to Purchaser in substantially the form attached
                  hereto as Exhibit 3.2(b)(1);


                                       13



<PAGE>   18



         (2)      A Bill of Sale, in substantially the form attached hereto as
                  Exhibit 3.2(b)(2) (the "Bill of Sale"), transferring to
                  Purchaser all of Seller's interest in the Personal Property
                  and in the Loans;

         (3)      An Assignment and Assumption Agreement, in substantially the
                  form attached hereto as Exhibit 3.2(b)(3) (the "Assignment and
                  Assumption Agreement"), assigning Seller's interest in the
                  Equipment Leases, the Safe Deposit Contracts and the Deposit
                  Liabilities;

         (4)      An Assignment and Assumption of Lease, in substantially the
                  form attached hereto as Exhibit 3.2(b)(4) (the "Assignment and
                  Assumption of Lease"), assigning Seller's interest in the Real
                  Property Leases;

         (5)      Consents from third persons that are required to effect the
                  assignments set forth in the Assignment and Assumption
                  Agreement, and in the Assignment and Assumption of Leases;

         (6)      Seller's keys to the safe deposit boxes and Seller's records
                  related to the safe deposit box business at the Banking
                  Facilities;

         (7)      Seller's files and records related to the Loans;

         (8)      Seller's records related to the Deposit Liabilities assumed by
                  Purchaser;

         (9)      Immediately available funds in the net amount shown as owing
                  to Purchaser by Seller on the Closing Statement, if any;

         (10)     The Coins and Currency;

         (11)     Such of the other assets to be purchased as shall be capable
                  of physical delivery;

         (12)     A certificate of a proper officer of each Seller, dated as of
                  the date of Closing, certifying to the fulfillment of all
                  conditions which are the obligation of that Seller and that
                  all of the representations and warranties of such Seller set
                  forth in this Agreement remain true and correct in all
                  material respects as of Effective Time;

         (13)     Copies of (A) the articles of incorporation and bylaws of
                  Seller and (B) a resolution of the Board of Directors of
                  Seller, or the Executive Committee of Seller, approving the
                  sales contemplated herein;

         (14)     Such certificates and other documents as Purchaser and its
                  counsel may reasonably require to evidence the receipt by
                  Seller of all necessary regulatory authorizations and
                  approvals for the consummation of the transactions provided
                  for in this Agreement;

         (15)     A Closing Statement using amounts shown on the Pre-Closing
                  Balance Sheet, substantially in the form attached hereto as
                  Exhibit 3.2(b)(15) (the "Closing Statement");

                                       14


<PAGE>   19



         (16)     An affidavit of Seller certifying that Seller is not a
                  "foreign person" as defined in the federal Foreign Investment
                  in Real Property Tax Act of 1980;

         (17)     The Power of Attorney; and

         (18)     An assignment of the REIT participations by the REIT as an
                  additional Seller.

                  It is understood that the items listed in subsections (b)(6)
                  and (b)(10) shall be transferred after the Banking Facilities
                  have closed for business on the Closing Date and that the
                  records listed in subsections (b)(7) and (b)(8) will be
                  transferred as soon as possible after the Closing, but in no
                  event more than 30 days after the Closing.

(c)      At the Closing, subject to all the terms and conditions of this
         Agreement, Purchaser shall deliver to Seller:

         (1)      The Assignment and Assumption Agreement;

         (2)      The Assignment and Assumption of Lease;

         (3)      A certificate and receipt acknowledging the delivery and
                  receipt of possession of the Assets and records referred to in
                  this Agreement;

         (4)      Immediately available funds in the net amount shown as owing
                  by Purchaser on the Closing Statement, if any;

         (5)      A certificate of a proper officer of Purchaser, dated as of
                  the Date of Closing, certifying to the fulfillment of all
                  conditions which are the obligation of Purchaser and that all
                  of the representations and warranties of Purchaser set forth
                  in this Agreement remain true and correct in all material
                  respects as of the Effective Time;

         (6)      Copies of (A) the charter and bylaws of the Purchaser and (B)
                  a resolution of the Board of Directors, or the Executive
                  Committee, of Purchaser approving the purchases contemplated
                  herein; and

         (7)      Such certificates and other documents as Seller and its
                  counsel may reasonably require to evidence the receipt of
                  Purchaser of all necessary regulatory authorizations and
                  approvals for the consummation of the transactions provided
                  for in this Agreement.

(d)      All instruments, agreements and certificates described in this Section
         3.2 shall be in form and substance reasonably satisfactory to the
         parties' respective legal counsel.


                                       15


<PAGE>   20



Section 3.3. Post Closing Adjustments.

(a)      Not later than 60 business days after the Effective Time (the
         "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to
         Purchaser a balance sheet dated as of the Effective Time and prepared
         in accordance with generally accepted accounting principles
         consistently applied reflecting the assets sold and assigned and the
         liabilities transferred and assumed hereunder (the "Post-Closing
         Balance Sheet") together with a copy of Seller's calculation of the
         adjusted purchase price and amounts payable thereunder. Additionally,
         Seller shall deliver to Purchaser a list of Loans purchased,
         individually identified by account number. Seller shall afford
         Purchaser and its accountants and attorneys the opportunity to review
         all work papers and documentation used by Seller in preparing the
         Post-Closing Balance Sheet. Within 15 business days following the
         Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment
         Date"), Seller and Purchaser shall meet at the offices of Seller in
         Charlotte, North Carolina, or such other location as may be mutually
         agreed, to effect the transfer of any funds as may be necessary to
         reflect changes in such assets and liabilities between the Pre-Closing
         Balance Sheet and the Post-Closing Balance Sheet and resulting changes
         in the purchase price, together with interest thereon computed from the
         Effective Time to the Adjustment Payment Date at the applicable Federal
         Funds Rate (as hereinafter defined).

(b)      In the event that a dispute arises as to the appropriate amounts to be
         paid to either party on the Adjustment Payment Date, each party shall
         pay to the other on such Adjustment Payment Date all amounts other than
         those as to which a dispute exists. Any disputed amounts retained by a
         party which are later found to be due to the other party shall be paid
         to such other party promptly upon resolution with interest thereon from
         the Effective Time to the date paid at the applicable Federal Funds
         Rate.

(c)      The Federal Funds Rate shall be the mean of the high and low rates
         quoted for Federal Funds in the Money Rates Column of The Wall Street
         Journal adjusted as such mean may increase or decrease during the
         period between the Effective Time and the date paid.

                                   ARTICLE IV
                                 INDEMNIFICATION

Section 4.1. Seller's Indemnification of Purchaser.

Seller shall indemnify, hold harmless and defend Purchaser from and against any
breach by Seller of any representation or warranty contained herein and all
claims, losses, liabilities, demands and obligations, including reasonable
attorneys' fees and expenses, arising out of any actions, suits or proceedings
commenced prior to the Effective Time (other than proceedings to prevent or
limit the consummation of this transaction) relating to Seller's operations at
the Banking Facilities; and, except as otherwise provided in this Agreement,
Seller shall further indemnify, hold harmless and defend Purchaser from and
against all claims, losses, liabilities, demands and obligations, including
reasonable attorneys' fees and expenses, real estate taxes, intangibles and
franchise taxes, sales and use taxes, social security and unemployment taxes,
all accounts payable and operating expenses (including salaries, rents and
utility charges) incurred by Seller prior to the Effective Time and which are
claimed or demanded on or after the Effective Time, or which


                                       16


<PAGE>   21



arise out of any actions, suits or proceedings commenced on or after the
effective time and which relate to Seller's operations at the Banking Facilities
prior to the Effective Time.

Section 4.2. Purchaser's Indemnification of Seller.

Purchaser shall indemnify, hold harmless and defend Seller from and against any
breach by Purchaser of any representation or warranty contained herein and all
claims, losses, liabilities, demands and obligations, including reasonable
attorneys' fees and expenses, real estate taxes, intangibles and franchise
taxes, sales and use taxes, social security and unemployment taxes, all accounts
payable and operating expenses (including salaries, rents and utility charges),
which Seller may receive, suffer or incur in connection with operations and
transactions occurring after the Effective Time and which involve the Banking
Facilities, the Transferred Assets or the liabilities assumed pursuant to this
Agreement.

Section 4.3. Claims for Indemnity.

(a)      A claim for indemnity under Sections 4.1 or 4.2 of this Agreement may
         be made by the claiming party at any time prior to 12 months after the
         Effective Time by the giving of written notice thereof to the other
         party. Such written notice shall set forth in reasonable detail the
         basis upon which such claim for indemnity is made. In the event that
         any such claim is made within such prescribed 12 month period, the
         indemnity relating to such claim shall survive until such claim is
         resolved. Claims not made within such 12 month period shall cease and
         no indemnity shall be made therefor.

(b)      In the event that any person or entity not a party to this Agreement
         shall make any demand or claim or file or threaten to file any lawsuit,
         which demand, claim or lawsuit may result in any liability, damage or
         loss to one party hereto of the kind for which such party is entitled
         to indemnification pursuant to Section 4.1 or 4.2 hereof, then, after
         written notice is provided by the indemnified party to the indemnifying
         party of such demand, claim or lawsuit, the indemnifying party shall
         have the option, at its cost and expense, to retain counsel for the
         indemnified party to defend any such demand, claim or lawsuit. In the
         event that the indemnifying party shall fail to respond within five
         calendar days alter receipt of such notice of any such demand, claim or
         lawsuit, then the indemnified party shall retain counsel and conduct
         the defense of such demand, claim or lawsuit as it may in its
         discretion deem proper, at the cost and expense of the indemnifying
         party. In effecting the settlement of any such demand, claim or
         lawsuit, an indemnified party shall act in good faith, shall consult
         with the indemnifying party and shall enter into only such settlement
         as the indemnifying party shall approve (the indemnifying party's
         approval will be implied if it does not respond within ten calendar
         days of its receipt of the notice of such settlement offer).

Section 4.4. Limitations on Indemnification.

Notwithstanding anything to the contrary contained in this Article III, no
indemnification shall be required to be made by either party until the aggregate
amount of all such claims by a party exceeds $50,000. Once such aggregate amount
exceeds $50,000, such party shall thereupon be entitled to indemnification for
all amounts in excess of such $50,000. IN ADDITION, THE PARTIES SHALL HAVE NO
OBLIGATIONS UNDER THIS ARTICLE IV FOR ANY CONSEQUENTIAL LIABILITY, DAMAGE


                                       17



<PAGE>   22



OR LOSS THE INDEMNIFIED PARTY MAY SUFFER AS THE RESULT OF ANY DEMAND, CLAIM OR
LAWSUIT.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows, which
representations and warranties shall survive the Effective Time for a period of
12 months except as otherwise specifically herein provided:

Section 5.1. Corporate Organization.

Seller is a bank holding company duly organized, validly existing and in good
standing under the laws of the State of North Carolina. Seller has the corporate
power and authority to carry on its business as currently conducted and to
effect the transactions contemplated herein.

Section 5.2. No Violation.

The Banking Facilities have been operated in all material respects in accordance
with applicable laws, rules and regulations. Neither the execution and delivery
of this Agreement, nor the consummation of the transactions contemplated herein,
will violate or conflict with (a) Seller charter or bylaws; (b) any material
provision of any material agreement or any other material restriction of any
kind to which Seller is a party or by which Seller is bound; (c) any material
statute, law, decree, regulation or order of any governmental authority; or (d)
any material provision which will result in a default under, or which cause the
acceleration of the maturity of, any material obligation or loan to which Seller
is a party.

Section 5.3. Corporate Authority.

Prior to Closing, the consummation of the transactions contemplated herein will
have been duly authorized by the Board of Directors or the Executive Committee
of Seller. No further corporate authorization is necessary for Seller to
consummate the transactions contemplated hereunder.

Section 5.4. Enforceable Agreement.

This Agreement has been duly executed and delivered by Seller and is the legal,
valid and binding agreement of Seller, enforceable in accordance with its terms.

Section 5.5. No Brokers.

All negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by Seller and Purchaser, and there has been no
participation or intervention by any other person, firm or corporation employed
or engaged by or on behalf of Seller in such a manner as to give rise to any
valid claim against Seller or Purchaser for a brokerage commission, finder's fee
or like commission.


                                       18
<PAGE>   23



Section 5.6. Personal Property.

Seller owns, and will convey to Purchaser at the Closing, all of Seller's right,
title and interest to all of the Personal Property free and clear of any
mortgages, liens, security interests or pledges, except as may otherwise be set
forth in this Agreement.

Section 5.7. Real Property.

Seller make the following additional representations regarding the Real
Property:

(a)      Except as specifically set forth herein or disclosed to Purchaser
         within 30 days after the date of this Agreement, Seller has no
         knowledge of any condemnation proceedings pending against the Real
         Property.

(b)      Except as specifically set forth herein or disclosed to Purchaser in
         writing within 30 days after the date of this Agreement, Seller has not
         entered into any agreement regarding the Real Property, and the Real
         Property is not subject to any claim, demand, suit, lien, proceeding or
         litigation of any kind, pending or outstanding, which would materially
         affect or limit Purchaser or its successors' or assigns' use and
         enjoyment of the Real Property or which would materially limit or
         restrict Seller's right or ability to enter into this Agreement and
         consummate the sale and purchase contemplated hereby.

(c)      Purchaser's sole remedy for a breach of the representations and
         warranties in this Section 5.7 shall be to elect not to purchase a
         particular Banking Facility, as provided in Section 2.10.

Section 5.8. Condition of Property.

Except as may be otherwise specifically set forth in this Agreement, the Real
Property and Personal Property to be purchased by Purchaser hereunder are sold
as is, where is, with no warranties or representations whatsoever, except as may
be expressly represented or warranted in this Agreement.

Section 5.9. Limitation of Representations and Warranties.

Except as may be expressly represented or warranted in this Agreement, the
Seller is making no other representations or warranties whatsoever with regard
to any asset being transferred to Purchaser or any liability or obligation being
assumed by Purchaser or as to any other matter or thing

                                   ARTICLE VI
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Seller as follows, which
representations and warranties shall survive the Effective Time for a period of
12 months except as otherwise specifically herein provided:


                                       19

<PAGE>   24



Section 6.1. Corporate Organization.

Purchaser is a state banking corporation, duly organized, validly existing and
in good standing under the laws of State of Florida. Purchaser has the corporate
power and authority to carry on the business being acquired, to assume the
liabilities being transferred, and to effect the transactions contemplated
herein.

Section 6.2. No Violation.

Neither the execution and delivery of this Agreement, nor the consummation of
the transactions contemplated herein, will violate or conflict with (a) the
charter or bylaws of Purchaser; (b) any material provision of any material
agreement or any other material restriction of any kind to which Purchaser is a
party or by which Purchaser is bound; (c) any material statute, law, decree,
regulation or order of any governmental authority; or (d) any material provision
which will result in a default under, or cause the acceleration of the maturity
of, any material obligation or loan to which Purchaser is a party.

Section 6.3. Corporate Authority.

The consummation of the transactions contemplated herein have been duly
authorized by the Board of Directors (or Executive Committee) of the Purchaser.
No further corporate authorization on the part of Purchaser is necessary to
consummate the transactions contemplated hereunder.

Section 6.4. Enforceable Agreement.

This Agreement has been duly executed and delivered by Purchaser and is the
legal, valid and binding agreement of Purchaser enforceable in accordance with
its terms.

Section 6.5. No Brokers.

As negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by Seller and Purchaser, and there has been no
participation or intervention by any other person, firm or corporation employed
or engaged by or on behalf of Purchaser in such a manner as to give rise to any
valid claim against Seller or Purchaser for a brokerage commission, finder's fee
or like commission.

                                   ARTICLE VII
            OBLIGATIONS OF PARTIES PRIOR TO AND AFTER EFFECTIVE TIME

Section 7.1. Full Access.

Seller shall afford to the officers and authorized representatives of
Purchaser, upon prior notice and subject to Seller's normal security
requirements, access to the properties, books and records pertaining to the
Banking Facilities in order that Purchaser may have full opportunity to make
reasonable investigations and to engage in operational planning, at reasonable
times without interfering with the normal business and operations of the
Banking Facilities, or the affairs of Seller relating to the Banking
Facilities. The officers of Seller shall furnish Purchaser with one standard
set of such additional financial and operating data and other information as to
its business and properties at the Banking Facilities, or where otherwise
located,


                                       20

<PAGE>   25



as Purchaser may, from time to time, reasonably request and as shall be
available, including, without limitation, information required for inclusion in
all governmental applications necessary to effect this transaction. Any
additional copies of such information shall be produced and provided at
Purchaser's expense. Nothing in this Section 7.1 shall require Seller to breach
any obligation of confidentiality or to reveal any proprietary information,
trade secrets or marketing or strategic plans. Records, including credit
information relating to the Loans, will be made available for review by
Purchaser no later than 30 calendar days after the execution of this Agreement.
It is understood that certain of Seller's records may be available only in the
form of photocopies, film copies or other non-original and non-paper media.

Section 7.2. Delivery of Magnetic Media Records.

Seller shall prepare or cause to be prepared at its expense and make available
to Purchaser at Seller's data processing center or other reasonably convenient
location magnetic media records in Seller field format not later than 60
calendar days after the execution of this Agreement and further shall make
available to Purchaser such records updated as of the Closing Date, which
records shall contain the information related to the items described in
Subsections 3.2(b)(6), (b)(7) and (b)(8) above. Such updated records shall be
made available at such time after Closing as agreed to by the parties. At its
option, Seller may provide such reports in paper format instead of magnetic
media format.

Section 7.3. Application for Approval.

Within 30 calendar days following the execution of this Agreement, Purchaser
shall prepare and file applications required by law with the appropriate
regulatory authorities for approval to purchase and assume the aforesaid assets
and liabilities, to establish branches at the locations of the Banking
Facilities, and to effect in all other respects the transactions contemplated
herein. Purchaser agrees to process such applications in a diligent manner and
on a priority basis and to provide Seller promptly with a copy of such
applications as filed (except for any confidential portions thereof) and all
material notices, orders, opinions, correspondence and other documents with
respect thereto, and to use its best efforts to obtain all necessary regulatory
approvals. On the date hereof, Purchaser knows of no reason why such
applications should not receive all such approvals. Purchaser shall promptly
notify Seller upon receipt by Purchaser of notification that any application
provided for hereunder has been accepted or denied. Seller shall provide such
assistance and information to Purchaser as shall be reasonably necessary for
Purchaser to comply with the requirements of the applicable regulatory
authorities.

Section 7.4. Conduct of Business; Maintenance of Properties.

From the date hereof until the Effective Time, Seller covenants that it will:

(a)      Carry on, or cause to be carried on, the business of the Banking
         Facilities substantially in the same manner as on the date hereof, use
         all reasonable efforts to preserve intact its current business
         organization and preserve its business relationships with depositors,
         customers and others having business relationships with it and whose
         accounts will be retained at the Banking Facilities; provided, however,
         that Seller need not, in its sole discretion, advertise or promote new
         or substantially new customer services in the principal market area of
         the Banking Facilities;


                                       21


<PAGE>   26



(b)      Cooperate with and assist Purchaser in assuring the orderly transition
         of the business of the Banking Facilities to Purchaser from Seller; and

(c)      Maintain the Real Property and the Personal Property in its current
         condition, ordinary wear and tear excepted.

Section 7.5. No Solicitation by Seller.

For a period of 12 months after the Effective Time, Seller will not specifically
target and solicit customers assigned to the Banking Facilities utilizing any
customer or mailing list which consists primarily of such customers; provided,
however, these restrictions shall not restrict general mass mailings,
telemarketing calls, statement stuffers and other similar communications
directed to all the current customers of Seller or Seller's affiliates, or to
the public or newspaper, radio or television advertisements of a general nature
or otherwise prevent Seller from taking such actions as may be required to
comply with any applicable federal or state laws, rules or regulations. In
addition, these restrictions shall not restrict (a) the solicitation of (i)
customers whose accounts are normally established or maintained in offices other
than the Banking Facilities, (ii) any credit or debit card customer of Seller
with regard to such card products, or (iii) any customer which has an agreement
for merchant services with Seller or Seller's affiliates, including its venture
partners (including Unified Merchant Services) for merchant services; (b) the
ability of Seller to install, operate and serve customers' needs through
automated teller machines at any location; or (c) the solicitation of customers
whose accounts are excluded by either Purchaser or Seller from the transactions
contemplated by this Agreement.

Section 7.6. No Solicitation by Purchaser.

Purchaser shall not solicit any customer which, at the date hereof, (i) has a
credit card account with Seller for credit card products or (ii) has an
agreement with Seller or Seller's venture partner, Unified Merchant Services,
for the processing of customer's credit and debit card transactions and other
similar merchant services (said customers herein referred to as "Merchants")
during the term of any such agreements, including any renewal term thereunder,
or otherwise interfere in any way with Seller or Seller's venture partner,
Unified Merchant Services, relationship with any such Merchant. Notwithstanding
the foregoing, Purchaser may at times, or from time to time may solicit such
Merchants in Purchaser market area as part of Purchaser general direct marketing
program, or by general solicitations such as newspaper, radio and television
advertisements, as long as the Merchants as a group are not targeted for
solicitation. Purchaser shall be in compliance with the restrictions contained
above provided that (i) before mailing or telephoning, Purchaser uses its record
of Merchants to eliminate those Merchants from any mailing or telephone
solicitation list of potential customers that comes into Purchaser control and
from any mailing or telephone solicitation list that is screened by a credit
bureau at Purchaser direction, directly or indirectly, and (ii) Purchaser does
not otherwise intentionally direct any mailing or telephone solicitation or such
Merchants or any substantial portion thereof.


                                       22


<PAGE>   27



Section 7.7. Further Actions.

The parties hereto shall execute and deliver such instruments and take such
other actions as the other party may reasonably require in order to carry out
the intent of this Agreement.

Section 7.8. Fees and Expenses.

Purchaser shall be responsible for the costs of all title examinations, title
insurance fees, surveys, environmental investigation costs, its own attorneys'
and accountants' fees and expenses, software license and transfer fees,
recording costs, transfer fees, sales and use and other transfer taxes,
documentary stamps, and similar charges assessed upon deeds and assignments of
leases, regulatory applications and other expenses arising in connection
therewith as well as all costs and expenses associated with the transfer or
perfection of any security interests or liens securing Loans transferred
hereunder. Seller shall be responsible for its own attorneys' and accountants'
fees and expenses related to this transaction.

Section 7.9. Breaches with Third Parties.

If the assignment of any material claim, contract, license, lease, commitment,
sales order or purchase order (or any material claim or right or any benefit
arising thereunder) without the consent of a third party would constitute a
breach thereof or materially affect the rights of Purchaser or Seller
thereunder, then such assignment is hereby made subject to such consent or
approval being obtained.

Section 7.10. Insurance.

As of the Effective Time, Seller will discontinue its insurance coverage
maintained in connection with the Banking Facilities and the activities
conducted thereon. Purchaser shall be responsible for all insurance protection
for the Banking Facilities' premises and the activities conducted thereon
immediately following the Effective Time. Pending the Closing, risk of loss
shall be the responsibility of Seller.

Section 7.11. Public Announcements.

Seller and Purchaser agree that, from the date hereof, neither shall make any
public announcement or public comment, regarding this Agreement or the
transactions contemplated herein without first consulting with the other party
hereto and reaching an agreement upon the substance and timing of such
announcement or comment. Further, Seller and Purchaser acknowledge the
sensitivity of this transaction to the Employees and no announcements or
communications with the public or the Employees shall be made without the prior
approval of Seller until the Effective Time.

Section 7.12. Tax Reporting.

Seller shall comply with all tax reporting obligations in connection with
transferred assets and liabilities on or before the Effective Time, and
Purchaser shall comply with all tax reporting obligations with respect to the
transferred assets and liabilities after the Effective Time.



                                       23

<PAGE>   28



Section 7.13. REIT Participations.

Barnett and its banking subsidiaries have previously contributed a 100%
participation interest in certain 1-4 family residential Loans (the "REIT
Loans") to Barnett Real Estate Management, Inc. (the "REIT"). The Seller
undertakes to cause the REIT to sell any such participations and to include the
participations in the Loans transferred hereunder. To the extent that
participations are sold, Seller and the REIT will furnish Purchaser with
instructions on that portion of the purchase price to be paid to the REIT for
such participations.

                                  ARTICLE VIII
                      CONDITIONS TO PURCHASER'S OBLIGATIONS

 The obligation of Purchaser to complete the transactions contemplated in this
Agreement are conditioned upon fulfillment, on or before the Closing, of each of
the following conditions:

Section 8.1. Representations and Warranties True.

The representations and warranties made by Seller in this Agreement shall be
true in all material respects on and as of the Effective Time as though such
representations and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by Purchaser.

Section 8.2. Obligations Performed.

Seller shall (a) deliver or make available to Purchaser those items required by
Section 3.2 hereof, and (b) perform and comply in all material respects with all
obligations and agreements required by this Agreement to be performed or
complied with by it prior to or on the Effective Time.

Section 8.3. No Adverse Litigation.

As of the Effective Time, no action, suit or proceeding shall be pending or
threatened against Seller which is reasonably likely to (a) materially and
adversely affect the business, properties and assets of the Banking Facilities,
or (b) materially and adversely affect the transactions contemplated herein.

Section 8.4. Regulatory Approval.

(a)      Purchaser shall have received all necessary regulatory approvals of the
         transactions provided in this Agreement, all notice and waiting periods
         required by law to pass shall have passed, no proceeding to enjoin,
         restrain, prohibit or invalidate such transactions shall have been
         instituted or threatened, and any conditions of any regulatory approval
         shall have been met.

(b)      Such approvals shall not have imposed any condition which is materially
         disadvantageous or burdensome to Purchaser.


                                       24

<PAGE>   29



                                   ARTICLE IX
                       CONDITIONS TO SELLER'S OBLIGATIONS

The obligation of Seller to complete the transactions contemplated in this
Agreement are conditioned upon fulfillment, on or before the Closing, of each of
the following conditions:

Section 9.1. Representations and Warranties True.

The representations and warranties made by Purchaser in this Agreement shall be
true in all material respects at and as of the Effective Time as though such
representations and warranties were made at and as of such time, except for any
changes permitted by the terms hereof or consented to by Seller.

Section 9.2. Obligations Performed.

Purchaser shall (a) deliver to Seller those items required by Section 3.2
hereof, and (b) perform and comply in all material respects with all obligations
and agreements required by this Agreement to be performed or complied with by it
prior to or on the Effective Time.

Section 9.3. No Adverse Litigation.

As of the Effective Time, no action, suit or proceeding shall be pending or
threatened against Purchaser or Seller which might materially and adversely
affect the transactions contemplated hereunder.

Section 9.4. Regulatory Approval.

(a)      Seller shall have received from the appropriate regulatory authorities
         approval of the transactions contemplated herein, waiting periods
         required by law to pass shall have passed, no proceeding to enjoin,
         restrain, prohibit or invalidate such transactions shall have been
         instituted or threatened, and any conditions of any regulatory approval
         shall have been met.

(b)      Such approvals or Purchaser's corresponding regulatory approvals shall
         not have imposed any condition which is materially disadvantageous or
         burdensome to Seller and neither such regulatory approvals nor the
         provisions of this Agreement will have required any action by Seller
         which would result in the loss of, or modification to, regulatory
         approval of the Barnett Transaction.

Section 9.5. Barnett Closing.

The Barnett Transaction shall have closed without the imposition of regulatory
conditions which would adversely impact the ability of the Seller to close this
agreement.

                                       25
<PAGE>   30



                                   ARTICLE X
                                  TERMINATION

Section 10.1. Methods of Termination.

This Agreement may be terminated in any of the following ways:

(a)      by either Seller or Purchaser in writing five calendar days in advance
         of such termination, if the Closing has not occurred by May 31, 1998;

(b)      at any time on or prior to the Effective Time by the mutual consent in
         writing of Seller and Purchaser;

(c)      by Purchaser in writing if the conditions set forth in Article VIII of
         this Agreement shall not have been met by Seller or waived in writing
         by Purchaser within 31 calendar days following the date of all
         approvals by regulatory agencies and after all statutory waiting
         periods have expired;

(d)      by Seller in writing if the conditions set forth in Article IX of this
         Agreement shall not have been met by Purchaser or waived in writing by
         Seller within 31 calendar days following the date of all approvals by
         regulatory agencies and after all statutory waiting periods have
         expired;

(e)      anytime prior to the Effective Time, by Seller or Purchaser in writing
         if the other shall have been in breach of any representation and
         warranty in any material respect (as if such representation and
         warranty had been made on and as of the date hereof and on the date of
         the notice of breach referred to below), or in breach of any covenant,
         undertaking or obligation contained herein, and such breach has not
         been cured by the earlier of 30 calendar days after the giving of
         notice to the breaching party of such breach or the Effective Time;
         provided, however, that there shall be no cure period in connection
         with any breach of Section 7.3 hereof, so long as such breach by
         Purchaser was not caused by any action or inaction of Seller, and
         Seller may terminate this Agreement immediately if regulatory
         applications are not filed within 30 calendar days after the date of
         this Agreement as provided in that Section;

(f)      by Seller in writing at any time after any applicable regulatory
         authority has denied approval of any application of Purchaser for
         approval of the transactions contemplated herein; or

(g)      by either Seller or Purchaser, in writing five calendar days in advance
         of such termination, if the Barnett Transaction is terminated prior to
         completion.

Section 10.2. Procedure Upon Termination.

In the event of termination pursuant to Section 10.1 hereof, and except as
otherwise stated therein, written notice thereof shall be given to the other
party, and this Agreement shall terminate immediately upon receipt of such
notice unless an extension is consented to by the party having the right to
terminate.

If this Agreement is terminated as provided herein,

                                       26

<PAGE>   31



(a)      each party will return all documents, work papers and other materials
         of the other party, including photocopies or other duplications
         thereof, relating to this transaction, whether obtained before or after
         the execution hereof, to the party furnishing the same;

(b)      all information received by either party hereto with respect to the
         business of the other party (other than information which is a matter
         of public knowledge or which has heretofore been published in any
         publication for public distribution or filed as public information with
         any governmental authority) shall not at any time be used for any
         business purpose by such party or disclosed by such party to third
         persons; and

(c)      each party will pay its own expenses.

Section 10.3. Payment of Expenses.

Should the transactions contemplated herein not be consummated because of a
party's breach of this Agreement, in addition to such damages as may be
recoverable in law or equity, the other party shall be entitled to recover from
the breaching party upon demand, itemization and documentation, its reasonable
outside legal, accounting, consulting and other out-of-pocket expenses.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

Section 11.1. Completion of Barnett Transaction.

Seller and Purchaser acknowledge that the completion of the transactions
contemplated by this Agreement are contingent and dependent upon the completion
and closing of the Barnett Transaction. In the event that this Agreement is
terminated as provided for in Section 10.1(g), upon such termination neither
party shall be obligated in any way to the other.

Section 11.2. Amendment and Modification.

The parties hereto, by mutual consent, may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.

Section 11.3. Waiver or Extension.

Except with respect to required approvals of the applicable governmental
authorities, either party, by written instrument signed by a duly authorized
officer, may extend the time for the performance of any of the obligations or
other acts of the other party and may waive (a) any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto or (b) compliance with any of the undertakings, obligations,
covenants or other acts contained herein.


                                       27


<PAGE>   32



Section 11.4. Assignment.

This Agreement and all of the provisions hereof shall be binding upon, and shall
inure to the benefit of, the parties hereto and their permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by either of the parties hereto without the prior written
consent of the other.

Section 11.5. Confidentiality.

Seller and Purchaser agree that any confidentiality agreements between Seller
and Purchaser shall survive the execution hereof and the consummation of the
transactions contemplated herein.

Section 11.6. Addresses for Notices, Etc.

All notices, requests, demands, consents and other communications provided for
hereunder and under the related documents shall be in writing and mailed (by
registered or certified mail, return receipt requested), telegraphed, telexed,
telecopied or personally delivered (with receipt thereof acknowledged) to the
applicable party at the address indicated below:

  If to Seller:                NationsBank Corporation
                               Attn.: Frank L. Gentry
                               100 North Tryon Street
                               NC1-007-33-02
                               Charlotte, NC 28255
                               Fax: (704) 386-6416

  with a copy to:              NationsBank Corporation
                               Attn: General Counsel
                               100 North Tryon Street
                               NC1-007-20-01
                               Charlotte, NC 28255
                               Fax Number: (704) 386-2400

  If to Purchaser:             Republic Bank
                               Attn: John W. Sapanski, Chairman, CEO and 
                                       President
                               111 Second Avenue, N.E.
                               St. Petersburg, Florida 33701
                               Fax: (813) 824-8860

  with a copy to:              Republic Bank
                               Attn: Chris Hunter, General Counsel
                               111 Second Avenue, N.E.
                               St. Petersburg, Florida 33701
                               Fax: (813) 824-8860


                                       28


<PAGE>   33



or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section.

Section 11.7. Counterparts.

This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

Section 11.8.  Headings.

The headings of the Sections and Articles of this Agreement are inserted for
convenience only and shall not constitute a part thereof.

Section 11.9.  Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws
of the state of North Carolina.

Section 11.10. Sole Agreement.

Except for the Confidentiality Agreement, this Agreement and the exhibits and
attachments hereto represent the sole agreement between the parties hereto
respecting the transactions contemplated hereby and all prior or contemporaneous
written or oral proposals, agreements in principle, representations, warranties
and understandings between the parties with respect to such matters are
superseded hereby and merged herein.

Section 11.11. Severability.

If any provision of this Agreement is invalid or unenforceable, the balance
of this Agreement shall remain in effect.

Section 11.12. Parties In Interest. 

Nothing in this Agreement, express or implied, expressly including, without
limiting the generality of the foregoing in any way, the provisions of Section
2.6(a) hereof, is intended or shall be construed to confer upon or give to any
person (other than the parties hereto, their successors and permitted assigns)
any rights or remedies under or by reason of this Agreement, or any term, 
provision, condition, undertaking, warranty, representation, indemnity, covenant
or agreement contained herein.


                                       29


<PAGE>   34



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers as of the date first written above.

                                             NATIONSBANK CORPORATION

                                             By:/s/ Charles P. Welch
                                                -------------------------------
                                             Name: Charles P. Welch
                                                  -----------------------------
                                             Title: Senior Vice President
                                                  -----------------------------



                                             REPUBLIC BANK


                                             By:/s/ John W. Sapanski
                                                -------------------------------
                                             Name: John W. Sapanski
                                                  -----------------------------
                                             Title: CEO                   
                                                  -----------------------------


                                       30
<PAGE>   35



                       PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK

                                  EXHIBIT LIST


<TABLE>
<CAPTION>
    Exhibit No.            Description
    -----------            -----------
    <S>                    <C>
    1.l(b)                 List of Banking Facilities
    2.1(b)                 List of Excluded Assets
    2.4(j)                 Form of Power of Attorney
    2.6(c)                 Severance Benefits
    3.2(b)(1)              Form of Special Warranty Deed
    3.2(b)(2)              Form of Bill of Sale
    3.2(b)(3)              Form of Assignment and Assumption Agreement
    3.2(b)(4)              Form of Assignment and Assumption of Lease
    3.2(b)(15)             Form of Closing Statement
</TABLE>



                                       31

<PAGE>   36



                                                                 EXHIBIT 1.1 (b)

                        PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK

                           LIST OF BANKING FACILITIES


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
    MARKET                            BRANCH NAME                              ADDRESS                              
--------------------------------------------------------------------------------------------------------
  <S>                                 <C>                                  <C>
  Lake City                           Lake City                            100 N. 1st Street
  Live Oak                            Live Oak                             535 S. Ohio Avenue
  Plantation Key                      Plantation Key                       90184 Overseas Highway
  Marathon                            Marathon                             6090 Overseas Highway
  Key West                            Key West - Main                      1010 Kennedy Drive
  Silver Springs                      Silver Springs                       5431 E. Silver Springs Blvd.
  Ocala                               Forest                               15825 N.E. Highway 40
--------------------------------------------------------------------------------------------------------
</TABLE>




                                       32
<PAGE>   37


                                                                  EXHIBIT 2.1(b)

                        PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK

All fixtures, equipment and other items of personal property related to
Barnett's Merchandising Fixture Systems and located at the Banking Facilities,
including those items listed or depicted on the attached schedule.



                                       33
<PAGE>   38
BARNETT MERCHANDISING FIXTURE SYSTEM


CORE FIXTURES:

01A Entry/Exit Display:
Promotional floor display for placement at Bank entrance/exit. 6'6" x 20"

01B Entry/Ideas Center:
Promotional floor display with a brochure rack on one side and a poster on the
opposite side. For placement at entry/exit. 6'6" x 20"

02  Ideas Center
A.  Floorstanding brochure rack. 6'6" x 20"
B.  1 panel wall brochure rack. 39" x 32.5"
C.  2 panel wall brochure rack. 39" x 65"

03  Behind Teller Display
A.  Wall hanging display which is placed directly behind teller windows. 
    24" x 6'
B.  One sided display hung from ceiling and placed directly behind teller
    windows. 24" x 6'
C.  Two sided display hung from ceiling and placed directly behind teller
    windows. 24" x 6'

04  Teller Fixture Display
A.  Brochure pocket and promotional sign holder for placement directly on face
    of teller counter. 11" x 20"
B.  Brochure pocket and promotional sign holder with an overhanging bottom lip
    for placement directly on face of teller counter. 11" x 20"
C.  Brochure pocket and promotional sign holder for flexible placement on top
    of teller counter. 11" x 20"

06  Door Sign
A promotional or holiday sign holder for all public entrances. 11" x 13"

07  Regulatory Sign
Displays all required regulatory disclosures. 36 x 24.5"

08  Drive Up Banner Stand
Upright banner holders that are placed at the top of the drive thru lanes.  
8'6" x 20"

09  Drive Up Topper
Signholder that is placed either flat on the pneumatic tube or is clamped on
top of the unit. 11" x 11"



<PAGE>   39

[PICTURE]

01A Entry/Exit Display


[PICTURE]

01B Entry/Ideas Center


[PICTURE]

02: Ideas Center
    A. Floor Standing


[PICTURE]

02: Ideas Center
    B. 1 Panel
    C. 2 Panel


[PICTURE]

03: Behind Teller Display
    A. Wall
    B. Ceiling (One Sided)
    C. Ceiling (Two Sided)


[PICTURE]

04: Teller Fixture
    A. Flat
    B. Lip
    C. Base


[PICTURE]

06: Door Sign


[PICTURE]

07: Regulatory Sign


[PICTURE]

08: Drive Up
    Banner Stand


[PICTURE]

09: Drive Up Topper
    A. Flat
    B. Base
    C. Clamp

<PAGE>   40
The following items are also located in each banking center and are considered
proprietary:

         acrylic poster stand with pockets

         storage box for merchandising campaigns

         tool kit
         
         cleaning kit

         merchandising handbook

         graphics
                  from past campaigns
                  regulatory posters
                  holiday signs
                  semi-permanent graphics (in fixtures)

         brochures
<PAGE>   41

                                                                  EXHIBIT 2.4(i)


                        PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       and

                                  REPUBLIC BANK

                                POWER OF ATTORNEY

         THIS POWER OF ATTORNEY is dated this ______ day of ___________ 199_,
by ________________________, a ____________________ ("SELLER"), to be effective
as of __p.m., on ____, 199_.

                                  WITNESSETH:

         WHEREAS, Seller and ______________ ("Purchaser") have entered into a
Purchase and Assumption Agreement dated as of ______________, 199_ (the
"Agreement"), which provides for the sale by Seller to Purchaser of certain
personal property; and

         WHEREAS, in a Bill of Sale to Purchaser dated ____________, 199_ (the
"Bill of Sale"), Seller has agreed, from time to time, at the request of
Purchaser to execute, acknowledge and deliver to Purchaser any and all
instruments, documents, endorsements, assignments, information, materials and
other papers that may be reasonably required to (i) transfer to Purchaser's
certain Assets (as defined in the Bill of Sale) being acquired by Purchaser
pursuant to the Agreement, including loans and the collateral therefor to the
extent of Seller interest in such collateral and files and records relating to
such loans, (ii) enable Purchaser to bill, collect, service and administer the
loans transferred thereby and (iii) give full force and effect to the intent and
purpose of the Bill of Sale.

         NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Seller hereby irrevocably appoints and authorizes the
President or any Vice President, or the Secretary or any Assistant Secretary, of
Purchaser as its attorney-in-fact [solely for the purpose of endorsing and
recording, pursuant to the Bill of Sale, certificates of title for vehicles and
similar documents,] provided, such power of attorney is not intended to and does
not convey to Purchaser any right to endorse or record any documents of title
relating to collateral other than collateral transferred pursuant to the Bill of
Sale as described in the preceding paragraph.


                                       34


<PAGE>   42



         IN WITNESS WHEREOF, Seller has caused this Power of Attorney to be duly
executed by its duly authorized officer as of the day and year first above
written.

WITNESSES:                             
                                       ---------------------------------------
                                       By:
----------------------------------        ------------------------------------
                                       Its:
                                           -----------------------------------



STATE OF                        )
         ---------------------- )
                                )
COUNTY OF                       )
          ---------------------

         Before me, the undersigned Notary Public, in and for the State and
County aforesaid, duly commissioned, qualified and acting, personally appeared
__________________, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who, upon oath, acknowledged him/herself to
be _______________ of _____________, a _________________, and s/he, as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the association by him/herself
as such officer.

         WITNESS my hand and official seal of office at ___________________,
County, ______________________________, this the _______day of _______________,
199_.




                                        --------------------------------------
                                                     Notary Public

My commission expires:



----------------------------------


                                       35




<PAGE>   43


                                                                  EXHIBIT 2.6(c)


                       PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK

                               SEVERANCE BENEFITS



SEVERANCE PAY. Each Employee who has a [Qualified Termination] will be eligible
to receive Severance Pay in an amount equal to his Base Pay multiplied by his
whole and partial Years of Service (calculated to the nearest one-tenth year and
with a minimum of 2.0 years), with the product multiplied by his salary grade
factor as listed in the following chart:

<TABLE>
<CAPTION>
                    SALARY GRADE                               FACTOR
                    <S>                                        <C>
                        1-7                                      1.0
                        8                                        1.25
                        9                                        1.3
                        10                                       1.4
                        11                                       1.5
                        12-15                                    1.7
                        16+                                      2.0+
</TABLE>

MINIMUM CREDIT FOR YEARS OF SERVICE. In calculating Severance Pay, the Employers
will grant credit for 2.0 Years of Service to each Employee whose actual Years
of Service are less than 2.0.

MAXIMUM SEVERANCE PAY. No Employee will be eligible for Severance Pay under this
Plan in an amount that exceeds twice the sum of (a) his annual Base Pay in
effect on his Termination Date, plus (b) all other cash compensation and the
value of all his Employer-provided benefits for the 12-month period preceding
his Termination Date.


                                       36


<PAGE>   44



                                                               EXHIBIT 3.2(b)(1)

Tax ID Number:_______________

Prepared by:
Tia L. Cottey, Esquire
NationsBank, N.A.
100 North Tryon Street
Charlotte, NC 28255-0065


                              SPECIAL WARRANTY DEED

         _____________,a ______________, successor to ("Grantor") whose address
is _______________________ , for and in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00) paid to Grantor and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, has
GRANTED, SOLD and CONVEYED and does hereby GRANT, SELL and CONVEY unto,
_______________ a Florida __________________ ("Grantee"), whose address is
_____________________, in fee simple, that certain land located in
___________________County, Florida, being more particularly described in Exhibit
A, attached hereto and incorporated herein by reference, together with all
improvements, if any, located on such land (such land and improvements being
collectively referred to as the "Property").

         This conveyance is made and accepted subject to all matters (the
"Permitted Exceptions") set forth in Exhibit B, attached hereto and incorporated
herein by reference.

         TO HAVE AND TO HOLD the Property, together with all and singular the
rights and appurtenances pertaining thereto, including all of Grantor's right,
title and interest in and to adjacent streets, alleys and rights-of-way, subject
to the Permitted Exceptions, unto Grantee and Grantee's heirs, successors and
assigns forever. And Grantor hereby covenants with Grantee that, except as above
noted, that at the time of the delivery of this Special Warranty Deed the
Property was free from all encumbrances made by it and that Grantor will warrant
and defend the same against the lawful claims and demands of all persons
claiming by, through or under Grantor, but against none other.

         BY ACCEPTANCE OF THIS DEED, GRANTEE ACKNOWLEDGES THAT GRANTOR HAS NOT
MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT
OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE
MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION
WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE


                                       37


<PAGE>   45


GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK
OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER OR WITH RESPECT TO THE
PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING AND DEVELOPMENT OF
REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE
DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY, OF ANY HAZARDOUS MATERIALS, WASTES
OR SUBSTANCES DEFINED IN ANY FEDERAL, STATE OR LOCAL LAWS OR ANY OTHER SPECIALLY
REGULATED MATERIALS INCLUDING, BUT NOT LIMITED TO, ASBESTOS, PETROLEUM PRODUCTS,
POLYCHLORINATED BIPHENYL, OR RADON GAS. GRANTEE FURTHER ACKNOWLEDGES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY IS MADE ON AN "AS IS"
CONDITION AND BASIS WITH ALL FAULTS. THE FOREGOING CLAUSE SUPERSEDES ANY
REPRESENTATIONS AND WARRANTIES CONCERNING THE PROPERTY CONTAINED IN THE PURCHASE
AND ASSUMPTION AGREEMENT DATED, _____________, 199__, ENTERED INTO BY OR FOR THE
BENEFIT OF GRANTOR OR GRANTEE.

         Ad valorem taxes for the present year having been prorated, Grantee
hereby assumes payment thereof, and subsequent assessments for that and prior
years due to change in land usage, ownership, or both.


                                       38

<PAGE>   46



         EXECUTED on the date set forth in the acknowledgment attached hereto to
be effective as of the _____________ day of ____________________,1997.


WITNESSES:                           
                                       ----------------------------------------

                                       a
                                        ---------------------------------------




                                       By:
----------------------------------        -------------------------------------
Name:                                  Name:
     -----------------------------          -----------------------------------
                                       Title:
                                             ----------------------------------


----------------------------------
Name:                                  (CORPORATE SEAL)
     -----------------------------






STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

         The foregoing instrument was acknowledged before me on
____________________________, 1997, by ________________, as _____________ of
______________________, a ___________________, on behalf of the
____________________. He/She is personally known to me or has produced
________________________ as identification.



                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
(SEAL)                                 NOTARY PUBLIC, State of Florida
                                       Serial Number (if any)
                                                             ------------------
                                       My Commission Expires:
                                                             ------------------


                                       39


<PAGE>   47



                       EXHIBIT A TO SPECIAL WARRANTY DEED







                                       40


<PAGE>   48



                       EXHIBIT B TO SPECIAL WARRANTY DEED
                              PERMITTED EXCEPTIONS
                                     TO DEED

1.   Visible and apparent easements and all underground easements, if any, the
     existence of which may arise by unrecorded grant or by use.

2.   Any and all unrecorded leases, if any, and rights of parties therein.

3.   Taxes and assessments for the year of closing and subsequent years.

4.   All valid and enforceable covenants, restrictions, reservations, easements
     and other matters as shown on the public record.

5.   All matters which would be disclosed by an accurate survey of the Property.

6.   Governmental rights of police power or eminent domain unless notice of the
     exercise of such rights appears in the public records as of the date
     hereof; and the consequences of any law, ordinance or governmental
     regulation including, but not limited to, building and zoning ordinances.

7.   Defects, liens, encumbrances, adverse claims or other matters (1) not known
     to the Grantor and not shown by the public records but known to the Grantee
     as of the date hereof and not disclosed in writing by the Grantee to the
     Grantor prior to the date hereof; (2) resulting in no loss or damage to the
     Grantee; or (3) attaching or creating subsequent to the date hereof.



                                       41


<PAGE>   49



                                                               EXHIBIT 3.2(b)(2)

                       PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK

                                  BILL OF SALE

         THIS BILL OF SALE is dated this __________ day of _____________, 199__,
by _______________________, a ___________________________________ ("Seller").

                                  WITNESSETH:

         WHEREAS, Seller and _______________________, a_______________________
______________________________________("Purchaser"), have entered into a
Purchase and Assumption Agreement dated as of ________________________________,
199_ (the "Agreement"), which provides for the sale by Seller to Purchaser of
certain personal property and loans related to Seller offices identified on the
list attached hereto (the "Banking Facilities"), all as set forth in the
Agreement. Capitalized terms used, but not defined, herein shall have the
meanings defined in the Agreement;

         NOW, THEREFORE, Seller, for good and valuable consideration, receipt of
which is hereby acknowledged, does hereby grant, bargain, sell, assign, set
over, convey and transfer to Purchaser all of its right, title and interest in
and to the following assets (the "Assets"):

         (a)  All furniture, fixtures, equipment and other tangible personal
              property located in the Banking Facilities, except for those items
              listed in Exhibit 2.1 (b) of the Agreement;

         (b)  All of the loans maintained, serviced and listed in Seller general
              ledger as loans of the Banking Facilities (except for those loans
              described in Section 2.4(b) of the Agreement) (the "Loans"); and

         (c)  All of Seller files and records related to the Loans and the
              Equipment Leases, Deposit Liabilities and other liabilities (as
              such terms are defined or described in the Agreement).

         [Seller, for itself and its successors and assigns, does hereby
covenant and agree to and with Purchaser and its successors and assigns that it
(i) owns the Assets free and clear of any mortgages, liens, security interests
or pledges, and (ii) shall, from time to time, at the request of Purchaser,
execute, acknowledge and deliver to Purchaser any and all further instruments,
documents, endorsements,


                                       42


<PAGE>   50



assignments, information, materials and other papers that may be reasonably
required to transfer the Assets to Purchaser, to enable Purchaser to bill,
collect, service and administer the Loans and to give full force and effect to
the full intent and purposes of this Bill of Sale.]

         IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly
executed by its duly authorized officer as of the day and year first above
written.



                                       ----------------------------------------



                                       By:
                                          -------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------



                                       43

<PAGE>   51



                                                               EXHIBIT 3.2(b)(3)

                        PURCHASE AND ASSUMPTION AGREEMENT

                                     BETWEEN

                             NATIONSBANK CORPORATION

                                       AND

                                  REPUBLIC BANK

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this ____ day
of _____________ 199__, by and between, ____________________________________, a
_____________________ ("Seller"), and ________________________________, a
____________________________ ("Purchaser").

                                  WITNESSETH:

         WHEREAS, Seller and Purchaser have entered into a Purchase and
Assumption Agreement dated as of ___________________, 199__ (the "Agreement"),
which provides for the assignment by Seller of all of its rights and interests
in and to certain leases, contracts, deposit accounts and other liabilities
related to Seller offices identified on the list attached hereto (the "Banking
Facilities"), and the assumption by Purchaser of all of Seller liabilities and
obligations thereunder, all as set forth in the Agreement;

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, receipt of which is hereby acknowledged by Seller
and Purchaser, Seller hereby assigns, transfers and sets over to Purchaser all
of Seller's rights and interest to, and Purchaser hereby assumes all of Seller's
liabilities and obligations in connection with, the following assets (the
"Assets");

         (a)  All equipment leases for equipment located at the Banking
              Facilities (the "Equipment Leases");

         (b)  All deposit accounts located at the Banking Facilities, except for
              those deposit accounts and liabilities described in Section 2.3(b)
              of the Agreement (the "Deposit Liabilities"); and

         (c)  Safe Deposit Contracts.

         This Assignment and Assumption Agreement shall be binding upon, and
shall inure to the benefit of, Seller, Purchaser, and each of their successors
and assigns and shall be subject to the terms and conditions of the Agreement.
In the event of a conflict between any of the terms and provisions hereof and
the Agreement, the Agreement shall be deemed to control.


                                       44


<PAGE>   52



         This Assignment and Assumption Agreement, and the rights and
obligations of the parties hereunder, shall be governed by and construed in
accordance with the laws of the State of ___________________.

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their duly authorized officers, all as of
the day and year first above written.




                                       ----------------------------------------

                                       By:
                                          -------------------------------------
                                       Title:
                                             ----------------------------------




                                       ----------------------------------------

                                       By:
                                          -------------------------------------
                                       Title:
                                             ----------------------------------



                                       45


<PAGE>   53



                                                               EXHIBIT 3.2(b)(4)

Prepared By/Return To
Tia L. Cottey Esq.
NationsBank Corporation
100 N. Tryon Street, 20th Floor
Legal Department
Charlotte, North Carolina 28255

                       ASSIGNMENT AND ASSUMPTION OF LEASE
                             (WITH LANDLORD CONSENT)

     The parties to this Agreement and Assumption of Lease (the "Assignment") 
are ____________, a ("Assignor"), and __________, a ___________________________
("Assignee").

         WHEREAS, under the terms of the Lease attached hereto as Exhibit "A"
(the "Lease"), Assignor is the tenant of certain real property and improvements
situated in County, Florida, and having a street address of
_______________________, Florida (the "Leased Premises"); and

         WHEREAS, Assignor has agreed to assign all of its right, title and
interest in and to the Lease to Assignee, and Assignee has agreed to assume and
perform Assignor's liabilities and obligations arising under the Lease on and
after the date hereof, all in accordance with this Assignment.

         NOW THEREFORE, in consideration of the foregoing and the agreements and
covenants herein set forth, the sum of TEN AND NO/100 DOLLARS ($10.00), and
other good and valuable consideration paid by Assignee to Assignor, the receipt
and sufficiency of which are hereby acknowledged, effective as of ____________,
1997 (the "Effective Date"), Assignor does hereby ASSIGN, TRANSFER, SET OVER and
DELIVER unto Assignee WITHOUT RECOURSE, REPRESENTATION OR WARRANTY all of
Assignor's right, title and interest under the Lease as tenant or lessee in and
to the Lease and all of the rights, benefits and privileges of the tenant or
lessee thereunder, but subject to all terms, conditions, reservations and
limitations set forth in the Lease.

         By accepting this Assignment and by its execution hereof, Assignee
hereby assumes and agrees to perform all of the terms, covenants and conditions
of the Lease on the part of the tenant or lessee therein required to be
performed from and after the Effective Date, including, but not limited to, the
obligation to pay, in accordance with the terms of the Lease, rent and all other
monetary obligations. On or before the Effective Date, Assignee shall reimburse
Assignor for any and all security deposits paid by Assignor under the Lease.

         Assignee hereby agrees to indemnify and hold harmless Assignor from and
against any and all loss, cost or expense (including, without limitation,
reasonable attorney's fees) resulting by reason of Assignee's failure to perform
any of the obligations of tenant or lessee under the Lease after the Effective
Date. Assignee hereby releases, acquits, and forever discharges Assignor and its
employees, agents, officers,


                                       46


<PAGE>   54



subsidiaries, affiliates, successors and assigns, from any and all actions,
causes of actions, claims, demands, costs, losses, and expenses of any kind
whatsoever, both known and unknown, arising out of any matter, happening or
thing relating to the Lease.

         Assignee hereby acknowledges that the Leased Premises shall be
delivered by Assignor and accepted by Assignee in "AS IS" condition without
representation or warranty as to the condition of the Leased Premises or their
suitability for any particular use.

         EXCEPT AS EXPRESSLY SET FORTH HEREIN, ASSIGNOR DISCLAIMS, AND ASSIGNEE
ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES, OR GUARANTIES OF ANY
KIND, ORAL OR WRITTEN, WHETHER EXPRESS OR IMPLIED, CONCERNING THE LEASED
PREMISES INCLUDING, BUT NOT LIMITED TO: (I) THE VALUE, CONDITION,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS FOR A
PARTICULAR USE OR PURPOSE OF THE LEASED PREMISES; (II) THE MANNER OR QUALITY OF
THE CONSTRUCTION OF MATERIALS, IF ANY, INCORPORATED INTO THE LEASED PREMISES; OR
(III) THE MANNER, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE LEASED
PREMISES. ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE LEASE OR THE
LEASED PREMISES, FURNISHED BY ANY REAL ESTATE BROKER OR FINDER OR OTHER PERSON
UNLESS THE SAME ARE SPECIFICALLY SET FORTH HEREIN. ASSIGNEE SHALL TAKE THE
LEASED PREMISES SUBJECT TO ALL LIENS, ENCUMBRANCES AND OTHER MATTERS OF RECORD
ENCUMBERING THE LEASED PREMISES AS OF THE EFFECTIVE DATE HEREOF. THE FOREGOING
CLAUSE SUPERSEDES ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE LEASED
PREMISES CONTAINED IN THE PURCHASE AND ASSUMPTION AGREEMENT DATED ____________,
199__, ENTERED INTO BY OR FOR THE BENEFIT OF ASSIGNOR OR ASSIGNEE.

         All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, personal representatives,
successors and assigns.

         Assignee shall pay all documentary stamp taxes, if any, due in
connection with this Assignment and shall indemnify and hold Assignor harmless
from and against the claims of the Florida Department of Revenue for the payment
of documentary stamp taxes in connection with this Assignment or the Lease


                                       47

<PAGE>   55



WITNESSES:                                                                 , a
                                        -----------------------------------

                                        ---------------------------------------


                                        By:
----------------------------------         ------------------------------------
Name:                                   Name:
     -----------------------------           ----------------------------------
                                        Title:
                                              ---------------------------------



                                        By:
----------------------------------         ------------------------------------
Name:                                   Name:
     -----------------------------           ----------------------------------
                                        Title:
                                              ---------------------------------


                                        "ASSIGNOR"



                                        AGREED TO AND ACCEPTED BY ASSIGNEE:


                                                                           , a
                                        -----------------------------------
 
                                        ---------------------------------------


                                        By:
----------------------------------         ------------------------------------
Name:                                   Name:
     -----------------------------           ----------------------------------
                                        Title:
                                              ---------------------------------



                                        By:
----------------------------------         ------------------------------------
Name:                                   Name:
     -----------------------------           ----------------------------------
                                        Title:
                                              ---------------------------------



                                        Address of Assignee:


                                        ---------------------------------------

                                        ---------------------------------------


                                        "ASSIGNEE"




                                       49
<PAGE>   56



STATE OF 
        -------------------------------
COUNTY OF 
         ------------------------------


         The foregoing instrument was acknowledged before me on ______________,
1997, by _____________ as ______________ of __________________, a
_________________ on behalf of the ___________________. He/She is personally
known to me or has produced ___________________ as identification.



                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       NOTARY PUBLIC, State of
                                                              -----------------
  (SEAL)                               Serial Number (if any)
                                                             ------------------
                                       My Commission Expires:
                                                             ------------------






STATE OF FLORIDA
COUNTY OF HILLSBOROUGH



         The foregoing instrument was acknowledged before me on
_____________________________________, 1997, by _______________________________
as____________________ of __________________________, a _______________________,
on behalf of the ___________________________.  He/She is personally known to me
or has produced __________________________as identification.




                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       NOTARY PUBLIC, State of
                                                              -----------------
  (SEAL)                               Serial Number (if any)
                                                             ------------------
                                       My Commission Expires:
                                                             ------------------



                    [LANDLORD CONSENT CONTINUED ON NEXT PAGE]


                                       50




<PAGE>   57



                         CONSENT AND RELEASE BY LANDLORD

         In consideration of ten dollars ($10.00) and other valuable
consideration, the receipt and sufficiency _______________________ of which is
hereby acknowledged, ________________________________________________
("Landlord"), does hereby acknowledge, approve and consent to the foregoing
Assignment, and, effective as of _________________, 1997, Landlord and its
successors and assigns hereby release, acquit, satisfy and forever discharge
Assignor and its employees, agents, officers, subsidiaries, affiliates,
successors and assigns, from any and all actions, causes of action, claims,
demands, rights, damages, costs, losses, expenses, occurrences, and liability of
any kind whatsoever, both known and unknown, arising out of any matter,
happening or thing, from the beginning of time and relating to the Lease.
Landlord acknowledges and agrees that Assignor is released from all liability
under the Lease, effective as of ________, 1997.

         Landlord represents and warrants that it has full authority to execute
this Assignment without the joinder or consent of any party (or if such consent
is required, that Landlord has secured same), including, but not limited to, any
lenders holding mortgages encumbering the Leased Premises, and that Landlord has
not assigned any of its rights, title or interest in the Lease to any other
party, which representations and warranties shall survive the execution of this
Assignment and the release of Assignor under this Lease. Landlord agrees to
indemnify and hold Assignor harmless from and against any claims, losses,
demands, liabilities, damages and expenses of any kind or nature, including,
without limitation, attorneys fees and costs, incurred or arising by reason of a
breach or violation of any of the agreements, obligations, covenants, or
representations and warranties of Landlord contained herein.



                                        ---------------------------------------

                                        ---------------------------------------
 
                                        ---------------------------------------


                                        By:
----------------------------------         ------------------------------------
Printed Name:
             ---------------------      ---------------------------------------



                                        Name:
----------------------------------           ----------------------------------
Printed Name:                           Title:
             ---------------------            ---------------------------------


                                        "LANDLORD"


                                       51


<PAGE>   58



STATE OF FLORIDA
COUNTY OF ______________________



         The foregoing instrument was acknowledged before me this ______day of
_____________, 1997 by ___________________________, as ________________________,
a _____________________, on behalf of the __________________________. He/She is
personally known to me or has produced ___________________ as identification.





My Commission Expires:
                                        ---------------------------------------
----------------------------------                   NOTARY PUBLIC


(SEAL)                                  ---------------------------------------
                                                  (Type or Print Name)



                                       52


<PAGE>   59



               EXHIBIT "A" TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                                 LEASE AGREEMENT











                                       53

<PAGE>   60



                                                              EXHIBIT 3.2(b)(15)

                        PURCHASE AND ASSUMPTION AGREEMENT
                                     BETWEEN
                             NATIONSBANK CORPORATION
                                       AND
                                  REPUBLIC BANK
                                CLOSING STATEMENT

(PRE-CLOSING BALANCE SHEET AS OF _________________________)

CASH DUE PURCHASER FOR:

  Deposit liabilities (including accrued interest)      
                                                       ------------------------

  [Pro rata real property taxes]
                                                       ------------------------

  Total Cash due Purchaser
                                                       ------------------------

  CASH DUE SELLER FOR:
                                                       ------------------------

  Net Book Value of Real and Personal Property
                                                       ------------------------

  Premium for Real and Personal Property
                                                       ------------------------

  Other
                                                       ------------------------

  Premium for Deposit Liabilities
                                                       ------------------------

  Net Book Value of Loans (including accrued interest)
                                                       ------------------------

  Premiums for Loans
                                                       ------------------------

  Coins and currency 
                                                       ------------------------

  Pro rata FDIC insurance 
                                                       ------------------------

  Other prorated items 
                                                       ------------------------

  Total Cash due Seller 
                                                       ------------------------

  Net cash due (Purchaser)(Seller)
                                                       ------------------------




                                       54


<PAGE>   61


Seller hereby approves the Closing Statement and acknowledges receipt of the
total cash due Seller. Purchaser hereby approves the Closing Statement,
acknowledges receipt of the net cash due Purchaser and assumes liability for
payment of all taxes and other items as provided for in the Purchase and
Assumption Agreement between Seller and Purchaser dated as of _____________,
199_ (the "Agreement"). Seller and Purchaser agree to make subsequent
adjustments to the extent necessary in accordance with Section 3.3 of the
Agreement.



                                        ---------------------------------------



                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------
                                        Date:
                                             ----------------------------------




                                        ---------------------------------------



                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------
                                        Date:
                                             ----------------------------------




                                       55