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                                                                EXHIBIT 10.05


                                  L & C TOWER

                         STANDARD OFFICE BUILDING LEASE

     THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease")
made and entered into this 19th day of July, 1989, by and between Metropolitan
Life Insurance Company c/o Centennial Incorporated (hereinafter called
"Metropolitan"; Metropolitan and any successor as landlord under this Lease
being collectively referred to as "Landlord"), whose address for purposes hereof
is 401 Church Street, Nashville, Tennessee and Bank of Nashville, a bank in
organization (hereinafter called "Tenant"), whose address for purposes hereof is
401 Church Street, Nashville, Tennessee. 

                                  WITNESSETH:

     1.   LEASED PREMISES. Subject to and upon the terms, provisions, covenants
and conditions hereinafter set forth, and each in consideration of the duties,
covenants and obligations of the other hereunder, Landlord does hereby lease,
demise and let to Tenant and Tenant does hereby lease, demise and let from
Landlord those certain premises (hereinafter sometimes called the "Premises" or
"Leased Premises") in the building known as L & C Tower (hereinafter called the
"Building") located at 401 Church Street, Nashville, Tennessee (such Leased
Premises being more particularly described as follows:

          All space on the Lower, Second and Third levels of the Building
          indicated as being part of the Leased Premises on the Drawings
          attached hereto as EXHIBIT A, which shall be deemed to contain 2,794
          square feet of Net Rentable Areas on the Lower Level, 7,802 square
          feet on the Second Level, 4,102 square feet on the Third Level and the
          space on the Lower Level designated as "Space Provided at No Cost".

     The term "Net Rentable Area", as used herein, shall refer to (i) in the
case of a single tenancy floor, all space measured from the inside surface of
the outer glass of the Building to the inside surface of the opposite outer
wall, excluding only the areas ("Service Areas") within the outside walls used
for building stairs, fire towers, elevator shafts, flues, vents, pipe shafts and
vertical ducts, but including any such areas which are for the specific use of
the particular tenant such as special stairs or elevators, and (ii) in the case
of a multi-tenancy floor, all space within the inside surface of the outer glass
enclosing the tenant occupied portion of the floor and measured to the midpoint
of the walls separating areas leased by or held for lease to other tenants or
form areas devoted to corridors, elevator foyers, rest rooms and other similar
facilities for the use of all tenants on the particular floor (hereinafter
sometimes called "Common Areas"), but including a proportionate part of the
Common Areas located on such floor.

     No deductions from Net Rentable Areas are made for columns necessary to the
Building. The Net Rentable Areas in the Leased Premises and in the Building have
been calculated on the basis of the foregoing definition and are hereby
stipulated above as to the Leased Premises, whether the same should be more or
less as a result of minor variations resulting from actual construction and
completion of the Leased Premises for occupancy so long as such work is done
substantially in accordance with the approved plans.

     2.   TERM. This Lease shall be for the term of 10 years, commencing on the
1st day of September, 1989, and ending on the 31st day of August, 1999
(hereinafter sometimes referred to as the "Leased Term" or "Term"), unless
sooner terminated or extended as provided herein.

          If the Landlord is unable to give possession of the Leased Premises
the date of the commencement of the aforesaid Lease Term by reason of the
holding over of any prior tenant or tenants or for any other reasons, an
abatement or diminution of the rent to be paid hereunder shall be allowed Tenant
under such circumstances until possession is given to Tenant, but nothing herein
shall operate to extend the initial Term of the lease beyond the agreed
expiration date, and said abatement in rent shall be the full extent of
Landlord's liability to Tenant for any loss or damage to Tenant on account of
said delay in obtaining possession of the Premises. There shall be no delay in
the commencement of

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the Term of this Lease and/or payment of rent where Tenant fails to occupy
premises when same are ready for occupancy, or when Landlord shall be delayed in
substantially completing such Leased Premises as a result of: 

     (a)  Tenant's failure to promptly approve working drawings and plans as
          required, or
     (b)  Tenant's failure to promptly select materials, finishes, or
          installation, or
     (c)  Tenant's changes in plans (notwithstanding Landlord's approval of any
          such changes), or
     (d)  Any other act of omission by Tenant or its agents, or failure to
          promptly make other decisions, necessary to the preparation of the
          Leased Premises for occupancy.

     The commencement of the Term and the payment of rent shall not be affected,
delayed or deferred on account of any of the foregoing. For the purposes of this
paragraph, the Leased Premises shall be deemed substantially completed and ready
for occupancy by Tenant when (i) Landlord's Supervising Architect certifies that
the work required of Landlord, if any, has been substantially completed in
accordance with said approved plans and specifications and (ii) Tenant may
lawfully occupy the Leased Premises in accordance with Sections 11-1-59 et seq.
of the Metropolitan Nashville and Davidson County Code.

     If Landlord does not, for any other reason, deliver possession of (i) the
Lower Level portion of the Leased Premises by August 15, 1989, or (ii) the
Second and Third Level portions of the Leased Premises by October 2, 1989, then
this Lease shall, at the option of Tenant, terminate and be of no further force
and effect, except that Tenant shall pay the costs of constructing tenant
improvements over and above the cost of building such space to "shell"
condition, as defined in APPENDIX B-2.

     Taking possession of the Leased Premises by Tenant shall be conclusive
evidence as against Tenant that the Leased Premises were in good and
satisfactory condition when possession was so taken, with the exception of (i)
items reflected on a punchlist prepared by Tenant and (ii) latent defects.

     If Tenant, with Landlord's consent, shall occupy the Leased Premises prior
to the beginning of the Leased Term as specified hereinabove, all provisions of
this Lease shall be in full force and effect commencing upon such occupancy, and
rent for such period shall be paid by Tenant at the same rate herein specified.

     3.   BASE RENT. Tenant agrees to pay Landlord a total "Base Rental" as
set forth in APPENDIX B-1 in lawful (legal tender for public or private debts)
money of the United States of America, at the Management Office of the Building
or elsewhere as designated from time to time by Landlord's written notice to
Tenant.

     The Base Rental is payable in equal monthly installments as specified in
APPENDIX B-1 'on the first day of each month hereafter ensuing, the first of
which shall be due and payable on the first day of the first full month of the
term of this Lease. If the Term of this Lease commences on any day of a month
excepting the first day, Tenant shall pay Landlord rental as provided for herein
for such commencement month on a prorata basis (such proration to be based on
the actual number of days in the commencement month). Rental for any partial
month of occupancy at the end of the Term of this Lease will be prorated, such
proration to be based on the actual number of days in the partial month.

     In addition to Base Rental, Tenant shall and hereby agrees to pay to
Landlord each month a sum equal to any sales tax, tax on rentals, and any other
charges, taxes and/or impositions now in existence or hereafter imposed based
upon the privilege of renting the space leased hereunder or upon the amount of
rentals collected therefor. Nothing herein shall, however, be taken to require
Tenant to pay any part of any Federal and State Taxes on income imposed upon
Landlord.

     Tenant shall be required to pay Landlord interest on any rental due that
remains unpaid for five (5) days after its due date. Said interest will be
computed at the maximum legal rate from due date. 

     4.   ADDITIONAL RENT [Intentionally Omitted]. 

     5.   COST OF LIVING INCREASE [Intentionally Omitted]. 


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     6.   TIME OF PAYMENT. Tenant agrees: that Tenant will promptly pay said
rent at the times and place stated above; that Tenant will pay charges for work
performed on order of Tenant, and any other charges that accrue under this
Lease. If any installment of rent shall remain due and unpaid five (5) business
days following the delivery of written notice from Landlord to Tenant that such
installment is past due (provided that Landlord shall not be required to give
such five (5) business day notice more than twice in any twelve (12) consecutive
month period), then Landlord may, by delivery of written notice to Tenant,
require that Tenant pay all past due rent plus installments of rent for the next
twelve (12) succeeding months within seven (7) days of receipt of such notice.
If Tenant does pay the past due rent and the next twelve (12) installments of
rent within such seven (7) day period, no additional rent shall be due and
payable during the ensuing twelve (12) month period. If, however, Tenant does
not pay all past due rent and the next twelve (12) installments of rent within
such seven (7) day period, Landlord shall have the option (in addition to all
other rights and remedies available to it by law and in equity) of declaring the
balance of the entire rent for the entire Term of this Lease to be immediately
due and payable, and Landlord may then proceed to collect all of the unpaid rent
called for by this Lease by distress or otherwise.

     7.   SECURITY DEPOSIT [Intentionally Omitted].

     8.   USE. The Tenant will use and occupy the Lease Premises for the
following use or purpose and for no other use or purpose: A commercial banking
corporation or bank holding company and their legitimate subsidiaries. The
Second Level of the Building shall at all times be used primarily for a
commercial banking operation, but the other portions of the Leased Premises may
be used for purposes not otherwise permitted by this Section 8 if such other
portion is sublet by the Tenant in accordance with the terms and conditions of
Section 21 below.

     9.   QUIET ENJOYMENT. Upon payment by Tenant of the rents herein provided,
and upon the observance and performance of all terms, provisions, covenants and
conditions on Tenant's part to be observed and performed. Tenant shall, subject
to all of the terms, provisions, covenants and conditions of this Lease
Agreement, peaceably and quietly hold and enjoy the Leased Premises for the Term
hereby demised.

     10.  INSURANCE PREMIUMS. If the Landlord's insurance premiums exceed the
standard premium rates because the nature of Tenant's operation results in extra
hazardous exposure, then Tenant shall, upon receipt of appropriate invoices from
Landlord reimburse Landlord for such increase in premiums. It is understood and
agreed between the parties hereto that any such increase in premiums shall be
considered as rent due and shall be included in any lien for rent.

     11.  RULES AND REGULATIONS. Tenant agrees to comply with all rules and
regulations Landlord may adopt from time to time for operation of the Building
and parking facilities and protection and welfare of Building and Parking
facilities, its tenants, visitors and occupants. The present rules and
regulations, which Tenant hereby agrees to comply with, 'entitled "Rules and
Regulations" are attached hereto and are by this reference incorporated herein.
Any future rules and regulations shall become a part of this Lease and Tenant
hereby agrees to comply with the same upon delivery of a copy thereof to Tenant
providing the same do not materially deprive Tenant of its rights established
under this Lease or the right of Tenant to conduct its business as described in
Paragraph 8 above. Landlord covenants that it will use reasonable efforts to
enforce the Building rules and regulations against all other tenants of the
Building.

     12.  GOVERNMENTAL REQUIREMENTS. Tenant shall faithfully observe in the use
of the Lease Premises all municipal and county ordinances and codes and state
and federal statutes now in force or which may hereafter be in force. Nothing
contained in this Lease shall obligate the Tenant to cause the Leased Premises
to comply with such ordinances, codes and statutes if the non-compliance existed
as of the date that the Tenant assumed possession of the Leased Premises.

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     13.  SERVICES.  Landlord will furnish the following services to Tenant:

     (A) Cleaning services, deemed by Landlord to be normal and usual in a first
class office building, on Monday through Friday, except that shampooing and
replacement of carpet as required by Tenant shall be Tenant's expense.

     (B) Automatically operated elevator service,. public stairs, electrical
current for lighting, incidentals, and normal office use Including Tenant's
computer system described in APPENDIX F ("Tenant's Computer"), and water at
those points of supply provided for general use of its Tenants at all times and
on all days throughout the year.

     (C) Heat and air conditioning on Monday through Friday from 7:00 A.M. to
7:00 P.M. except Memorial Day, Fourth of July, Labor Day, Thanksgiving Day,
Christmas Day and New Year's Day. Landlord shall also furnish heat and air
conditioning at such other times as are not provided for herein, provided Tenant
gives written request to Landlord before 2:00 P.M. of the business day preceding
the extra usage and if Tenant requires heat and air conditioning during such
hours, Tenant shall be billed for such service at the rate then in effect;
provided, however, that Landlord shall supply heat and air conditioning service
24 hours per day, 7 days per week, to the room housing Tenant's Computer.

     No electric current shall be used except that furnished or approved by
Landlord, nor shall electric cable or wire be brought into the Leased Premises,
except upon the written consent and approval of the Landlord. Tenant shall use
only office machines and equipment that operate on the Building's standard
electric circuits, but which in on event shall overload the Building's standard
electric circuits from which the Tenant obtains electric current. Any
consumption of electric current in excess of that considered by Landlord to be
used, normal and customary for all Tenants, or which required special circuits
or equipment (the installation of which shall be at Tenant expense after
approval in writing by the Landlord), shall be paid for by the Tenant as
additional rent paid to the Landlord in an amount to be determined by Landlord,
based upon Landlord's estimated cost of such excess electric current consumption
or based upon the actual cost thereof if such excess electric current
consumption is separately metered. Notwithstanding the foregoing, Landlord shall
provide, at no additional cost, all electrical power required to operate
Tenant's Computer.

     Such services shall be provided as long as the Tenant is not in default
under any of the terms, provisions, covenants and conditions of this Lease,
subject to interruption caused by repairs, renewals, improvements, changes to
service, alterations, strikes, lockouts, labor controversies, inability to
obtain fuel or power, accidents, breakdowns, catastrophies, national or local
emergencies, acts of God and conditions and caused beyond the control of
Landlord, and upon such happening, no claim for damages or abatement of rent for
failure to furnish any such services shall be made by the Tenant or allowed by
the Landlord. Nothing herein contained shall prohibit Tenant from providing or
obtaining for itself such services as are reasonably necessary to remain open
for business at the Leased Premises during normal banking hours, so long as
Tenant gives notice to Landlord of the lack or insufficiency of such services,
and affords Landlord a reasonable to provide such services to Tenant. Tenant
shall be entitled to a credit against Base Rents accruing in subsequent months
for all costs incurred in providing or obtaining such services, but no such
credit shall be allowed for such costs to the extent that the aggregate amount
of such costs for any calendar month exceed the Base Rent payable for such
month.

     14.  TENANT WORK. It is understood and agreed between the parties hereto
that any charges against Tenant by Landlord for services or for work done on the
Leased Premises by order of Tenant, or otherwise accruing under this Lease,
shall be considered as rent due and shall be included in any lien for rent.

     15. REPAIR 0P LEASED PREMISES. Tenant will, at Tenant's own expense, keep
the Leased Premises in good repair and tenantable condition during the Lease
Term and will replace at its own expense any and all broken glass caused by
Tenant in and about said Leased Premises.

     Tenant will make no alterations, additions or improvements in or to the
leased Premises without the written consent of Landlord, which shall not be
unreasonably withheld, but may be predicated upon but not limited to Tenant's
use of contractors who are acceptable to Landlord; and upon the expiration of
the Lease, Tenant shall be entitled to remove all additions, fixtures, carpet or
improvements which Tenant has installed or

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actually paid for (including the vault, if actually paid for by Tenant), so long
as Tenant restores the Leased Premises to the same condition as existed at the
commencement of the term, normal wear and tear excepted.

     Tenant shall be entitled to construct stairwells between any adjacent
floors comprising the Leased Premises, at its own expense, and in accordance
with plans approved in advance by Landlord; provided that (i) the installation
of such stairwell shall not decrease the Net Rentable Area in the Leased
Premises and (ii) the construction of the stairwell complies with all applicable
codes, ordinances and statutes. Landlord may condition its approval of the plans
for such stairwell upon Tenant's agreement to remove the stairwell at the
expiration of the term of this Lease and to restore the Leased Premises to the
same condition which existed at the commencement of the term, normal wear and
tear excepted.

     It is further agreed that this Lease is made by the Landlord and accepted
by the Tenant with the distinct understanding and agreement that the Landlord
shall have the right and privilege to make and build additions to the Building
of which the Leased Premises are a part, and make such alterations and repairs
to said Building as it may deem wise and advisable so long as such work does not
materially disturb Tenant's use of the Leased Premises as contemplated by
Paragraph 8; provided, however, that noise generated by construction of
additions, alterations or repairs to the Building shall not be deemed to be a
disturbance of Tenant's use of the Leased Premises.

     16. INDEMNIFICATION. Tenant further agrees that Tenant will pay all liens
of contractors, subcontractors, mechanics, laborers, materialmen, and other
items of like character, and will indemnify Landlord against all expenses,
costs, and charges, including bond premiums for release of liens and attorneys'
fees and costs reasonably incurred in and about the defense of any suit in
discharging the said Premises or any part thereof from any liens, judgments, or
encumbrances caused or suffered by Tenant. In the event any such lien shall be
made or filed, Tenant shall bond against or discharge the same within ten (10)
days after the same has been made or filed. It is understood and agreed between
the parties hereto that the expenses, costs and charges above referred to shall
be considered as rent due and shall be included in any lien for rent.

     The Tenant herein shall not have any authority to create any liens for
labor or materials on the Landlord's interest in the Leased Premises and all
persons contracting with the Tenant for the destruction or removal of any
facilities or other improvements or for the erection, installation, alteration,
or repair of any facilities or other improvements on or about the Leased
Premises, and all materialmen, contractors, subcontractors, mechanics, and
laborers are hereby charged with notice that they must look only to the Tenant
and to the Tenant's interest in the Leased Premises to secure the payment of any
bill for work done or material furnished at the request or instruction of
Tenant.

     17. PARKING. Pursuant to all of the teems, provisions, covenants and
conditions contained herein, for the Term of this Lease, Tenant shall have the
option to lease from Landlord 1 per 1000 rsf parking spaces in the Building
parking areas at 90% of the posted rate for parking, adjusted on January 1 of
each year of the term for said Building Parking areas. Such rate is subject to
change annually on thirty (30) days prior notice, written or oral, to Tenant and
is payable in advance on the first day of each month throughout the Term of this
Lease. Parking space rental due hereunder shall be deemed additional rent,
payable in the same manner as rent set forth in Paragraph 3 hereof, and shall be
subject to all of the teems, provisions, conditions and covenants of this Lease
pertaining to the default in the payment of rental; provided, however, that
Landlord may require that parking space rental be paid directly to the manager
of the parking garage. In the event of an increase in monthly parking rates,
Tenant shall have the right to cancel any or all of its parking spaces herein
leased upon thirty (30) days written notice to Landlord. Notwithstanding the
foregoing, the notice required pursuant to this paragraph shall be deemed given
by the posting of new rates in conspicuous places in the parking garage.

     18. ESTOPPEL STATEMENT. Tenant agrees that from time to time, upon not than
ten (10) days prior request by Landlord, Tenant will deliver to Landlord a
statement in writing certifying (a) that this Lease is unmodified and in full
force and effect (or, if there have been modifications, that the Lease as
modified is in full force and effect and stating the modifications); (b) the
dates to which the rent and other charges have been paid; and; (c) that Landlord
is not in default under any provisions of this Lease, or, if in default, the
nature thereof in detail.

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     19. MORTGAGES'S RIGHT TO CURE DEFAULTS. If the Building and/or Leased
Premises are at any time subject to a mortgage and/or deed of trust, and Tenant
has received written notice from Mortgagee of same, then in any instance in
which Tenant gives notice to Landlord alleging default by Landlord hereunder,
Tenant will also simultaneously give a copy of such notice to each Landlord's
Mortgagee and each Landlord's Mortgagee shall have the right (but not the
obligation) to cure or remedy such default during the period that is permitted
to Landlord hereunder, plus an additional period of thirty (30) days, and Tenant
will accept such curative or remedial action (if any) taken by Landlord's
Mortgagee with the same effect as if such action had been taken by the Landlord.

     20. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. This Lease shall at
Landlord's option, which option may be exercised at any time during the Lease
Term, be subject and subordinate to any first mortgage now or hereafter
encumbering the Building; provided, that such first mortgagee executes and
delivers to Tenant the Subordination, Non-disturbance and Attornment Agreement
attached hereto as EXHIBIT D.

     21. ASSIGNMENT. Without the written consent of Landlord first obtained in
each case, which consent shall not be unreasonably withheld or delayed, Tenant
shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose
of this Lease or underlet the Leased Premises or any part thereof or permit the
Leased Premises to be occupied by other persons. In the case of a subletting,
Landlord's consent may be predicated, among other things, upon Landlord becoming
entitled to collect and retain all rentals payable under such sublease;
provided, however, that so long as the Tenant continues to use the Second Level
of the Leased Premises primarily for a commercial banking operation, (i) Tenant
may sublease any other portion of the Leased Premises upon such terms and
conditions as Tenant may determine to be acceptable to it and shall be entitled
to collect and retain all rentals from such subtenant and (ii) the Landlord
shall not be permitted to withhold its consent to such subletting unless the
proposed use by such subtenant is not compatible with a central business
district office building. If this Lease be assigned, or if the Leased Premises
or any part thereof be underlet or occupied by anybody other than Tenant, the
Landlord may, after default by the Tenant, collect or accept rent from the
assignee, undertenant, or occupant and apply the net amount collected or
accepted to the rent herein reserved, but no such collection or acceptance shall
be deemed a waiver of this covenant or the acceptance of the assignee,
undertenant, or occupant as Tenant, nor shall it be construed as or implied to
be a release of the Tenant from the further observance and performance by the
Tenant of the terms, provisions, covenants and conditions herein contained.

     22.  SUCCESSORS AND ASSIGNS. All terms, provisions, covenants and 
conditions to be observed and performed by Tenant shall be applicable to and
binding upon Tenant's respective heirs, administrators, executors, successors
and assigns, subject, however, to the restrictions as to assignment or
subletting by Tenant as provided herein. All expressed covenants of this Lease
shall be deemed to be covenants running with the land.

     23. HOLD HARMLESS OF LANDLORD. In consideration of said Premises being
leased to Tenant for the above rental, Tenant agrees: that Tenant, at all times,
will indemnify and keep Landlord harmless from all losses, damages, liabilities
and expenses, which may arise or be claimed against Landlord and be in favor of
any persons, firms or corporations, consequent upon or arising from the use or
occupancy of said Premises by Tenant, or consequent upon or arising from any
acts, omissions, neglect or fault of Tenant, his agents, servants, employees,
licensees, visitors, customers, patrons or invitees, or consequent upon or
arising from Tenant's failure to comply with any laws, statutes, ordinances,
codes or regulations as herein provided; that Landlord shall not be liable to
Tenant for any damages, losses or injuries to the persons or property of Tenant
which may be caused by the acts, neglect, omissions or faults of any persons,
firms or corporations, except when such injury, loss or damage results from the
acts, neglect, omissions or faults of Landlord, his agents or employees, and
that Tenant will

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indemnify and keep harmless Landlord from all damages, liabilities, losses,
injuries, or expenses which may arise or be claimed against Landlord and be in
favor of any person, firm corporations, for any injuries or damages to the
person or property of any persons, firms or corporations, where said injuries or
damages arose about or upon said Premises, as a result of the negligence of
Tenant, his agents, employees, servants, licensees, visitors, customers,
patrons, and invitees. All personal property placed or moved into the Leased
Premises or Building shall be at the risk of Tenant or the owner thereof, and
Landlord shall not be liable to Tenant for any damages to said personal
property. Tenant shall maintain at all times during the Term of this Lease a
comprehensive general liability policy or policies insuring Tenant and Landlord
against all matters set forth in this Section 23, with minimum limits of
$500,000 with respect to any one person and S2,000,000 with respect to any one
accident or disaster. Such policy or policies shall be in a form acceptable to
Landlord, shall name Landlord as additional insured, shall state that the
insurance is primary over any other insurance carried by Landlord, shall state
that no act or omission of Tenant, its agents, employees or invitees shall
provide a defense to such coverage, and shall include the following coverages:

          (a)  Premises operations;
          (b)  Independent contractors;
          (c)  Broad form contractual in support of the indemnities provided by
               this Section 23; and
          (d)  Personal injury liability with exclusions (a) and (c) removed.

Each policy shall include a waiver of subrogation in favor of the Landlord.
Evidence of these coverages represented by certificates of insurance issued by
the insurance carrier must be furnished to Landlord prior to Tenant moving in.
Such certficate of insurance shall state that Landlord will be notified in
writing thirty (30) days prior to the cancellation, material change or renewal
of insurance. If Tenant fails to comply with the foregoing requirements relating
to insurance, Landlord may obtain such insurance and Tenant shall pay to
Landlord immediately on demand the premium cost thereof. 

     In case Landlord shall be made a party to any litigation commenced against
Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all
costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in
connection with such litigation and any appeal thereof, unless it shall be
determined that Landlord is liable and Tenant is not liable to the plaintiff in
such litigation.

     23A. HOLD HARMLESS OF TENANT. In consideration of said Premises being
leased by Tenant for the above rental, Landlord agrees: that Landlord, at all
times, will indemnify and keep Tenant harmless from all losses, damages,
liabilities and expenses, which may arise or be claimed against Tenant and be in
favor of any persons, firms or corporations, consequent upon or arising from the
use common areas of the Building (including elevators), or consequent upon or
arising from any acts, omissions, neglect or fault of Landlord, his agents,
servants, employees, licensees, visitors, customers, patrons or invitees, or
consequent upon or arising from Landlord's failure to comply with any laws,
statutes, ordinances, codes or regulations as herein provided; that Tenant shall
not be liable to Landlord for any damages, losses or injuries to the persons or
property of Landlord which may be caused by the acts, neglect, omissions or
faults of any persons, firms or corporations, except when such injury, loss or
damage results from the acts, neglect, omissions or faults of Tenant, his agents
or employees, and that Landlord will indemnify and keep harmless Tenant from all
damages, liabilities, losses, injuries, or expenses which may arise or be
claimed against Tenant and be in favor of any person, firm or corporations, for
any injuries or damages to the person or property of any persons, firms or
corporations, where said injuries or damages arose about or upon said common
areas, as a result of the negligence of Landlord, his agents, employees,
servants, licensees, visitors,

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customers, patrons, and invitees. Landlord shall maintain at all times during
the Term of this Lease a comprehensive general liability policy or policies
insuring Landlord and Tenant against all matters set forth in this Section 23A,
with minimum limits of $500,000 with respect to any one person and $2,000,000
with respect to any one accident or disaster. Such policy or policies shall be
in a form acceptable to Tenant, shall name Tenant as additional insured, shall
state that the insurance is primary over any other insurance carried by Tenant,
shall state that no act or omission of Landlord, its agents, employees or
invitees shall provide a defense to such coverage, and shall include the
following coverages:

     (a)  Premises operations;
     (b)  Independent contractors;
     (c)  Broad form contractual in support of the indemnities provided by this
          Section 23A; and
     (d)  Personal injury liability with exclusions (a) and (c) removed.

Each policy shall include a waiver of subrogation in favor of the Tenant.
Evidence of these coverages represented by certificates of insurance issued by
the insurance carrier must be furnished to Tenant prior to Tenant moving in.
Such certficate of insurance shall state that Tenant will be notified in writing
thirty (30) days prior to the cancellation, material change or renewal of
insurance. If Landlord fails to comply with the foregoing requirements relating
to insurance, Tenant may obtain such insurance and shall be entitled to a credit
against Base Rent for the premium cost thereof. Notwithstanding the foregoing,
Metropolitan (but not any other Landlord) may, at its option, elect to be
self-insured against the risks specified in this Section 23A.

     In case Tenant shall be made a party to any litigation commenced against
Landlord, then Landlord shall protect and hold Tenant harmless and shall pay all
costs, expenses and reasonable attorrneys' fees incurred or paid by Tenant in
connection with such litigation and any appeal thereof, unless it shall be
determined that Tenant is liable and Landlord is not liable to the plaintiff in
such litigation.

     24.  ATTORNEYS' FEES. If either party alleges that the other party has
defaulted in the performance of any of the terms, provisions, covenants and
conditions of this Lease and by reason thereof such party employ the services of
an attorney to enforce performance of the covenants, or to perform any service
based upon defaults, then in any of said events the prevailing party shall be
entitled to reasonable attorneys' fees and all expenses and costs incurred by
the prevailing party pertaining thereto (including costs and fees relating to
any appeal) and in enforcement of any remedy.

     25.  DAMAGE OR DESTRUCTION. In the event the Leased Premises shall be
destroyed or so damaged or injured by fire or other casualty, during the Term of
this Lease, whereby the same shall be rendered untenantable and the cost of
repairing and rebuilding shall not exceed 50.0% of the Base Rentals remaining to
be paid during the term of this Lease (including any renewal term for which
Tenant has exercised its option, then Landlord shall have the obligation, to
render such Leased Premises tenantable by repairs within 180 days therefrom,
unless such repairs may reasonably be expected to be completed in a shorter
period of time, in which case, Landlord shall be obligated to complete such
repairs in such shorter time period.

     If the cost of repairing and rebuilding the Leased Premises equals or
exceeds 50.0% of the Base Rentals remaining to be paid during the term of this
Lease, then Landlord shall have the right, but not the obligation, to render
such Premises tenantable by repairs within 180 days therefrom (or within such
shorter period of time as is reasonable). Landlord agrees that, within 30 days
following such damage or destruction, it shall notify Tenant with respect to
whether or not Landlord intends to restore the Premises. If said Premises are
not rendered tenantable within the aforesaid 180 days (or such shorter period of
time as is reasonable) it shall be optional with either party hereto to cancel
this Lease, and in the event of such cancellation the rent shall be paid only to
the

                                       8

<PAGE>   9

date of such fire of casualty. The cancellation herein mentioned shall be
evidenced in writing. During any time that the Leased Premises are untenantable
due to causes set forth in this paragraph, the rent or a just and fair
proportion thereof shall be abated. Notwithstanding the foregoing, should
damage, destruction or injury occur by reason of Tenant's negligence, Landlord
shall have the right, but not the obligation, to render the Leased Premises
tenantable within 180 days of the date of damage, destruction or injury (or
within such shorter period of time as is reasonable) and no abatement of rent
shall occur. 

     26.  EMINENT DOMAIN. If there shall be taken during the Term of this
Lease any part of the Leased Premises, parking facility or Building, other than
a part not interfering with maintenance, operation or use of the Leased
Premises, Landlord may elect to terminate this Lease or to continue same in
effect. If Landlord elects to continue the Lease, the rental shall be reduced in
proportion to the area of the Leased Premises so taken and Landlord shall repair
any damage to the Leased Premises, parking facilities, or Building resulting
from such taking If any part of the Leased Premises is taken by condemnation or
Eminent Domain which renders the Premises unsuitable for its intended use, the
Tenant may elect to terminate this Lease, or if any part of the Leased Premises
is so taken which does not render the Premises unsuitable for its intended use,
this Lease shall continue in effect and the rental shall be reduced in
proportion to the area of the Leased Premises so taken and Landlord shall repair
any damage to the Leased Premises resulting from such taking. If all of the
Leased Premises is taken by condemnation or Eminent Domain, this Lease shall
terminate on the date of the taking. All sums awarded (or agreed upon between
Landlord and the condemning authority) for the taking of the interest of
Landlord and/or Tenant, whether as damages or as compensation, and whether for
partial or total condemnation, will be the property of Landlord, except for such
sums attributable to leasehold improvements made by Tenant at Tenant's cost,
which shall be the sole property of Tenant. If this Lease should be terminated
under any provisions of this paragraph, rental shall be payable up to the date
that possession is taken by the authority, and Landlord will refund to Tenant
any prepaid unaccrued rent less any sum or amount then owing by Tenant to
Landlord.

     27.  ABANDONMENT. If, during the Term of this Lease, Tenant shall
abandon, vacate or remove from the Leased Premises the major portion of the
goods, wares, equipment or furnishings usually kept on said Leased Premises, or
shall cease doing business in said Leased Premises, or shall suffer the rent to
be in arrears, Landlord may, at its option, cancel this Lease in the manner
stated in Paragraph 28 hereof, or Landlord may enter said Leased Premises as the
agent of Tenant by force or otherwise, without being liable in any way therefor
and relet the Leased Premises with or without any furniture that may be therein,
as the agent of Tenant, at such price and upon such terms and for such duration
of time as Landlord may determine, and receive the rent therefor, applying the
same to the payment of the rent due by these presents, and if the full rental
herein provided shall not be realized by Landlord over above the expenses to
Landlord of such reletting, Tenant shall pay any deficiency.

     28.  INSOLVENCY. It is agreed between the parties hereto that: if Tenant
shall be adjudicated a bankrupt or an insolvent or take the benefit of any
federal reorganization or composition proceeding or make a general assignment or
take the benefit of any insolvency law; or if Tenant's leasehold interest under
this Lease shall be sold under any execution or process of law; or if a trustee
in bankruptcy or a receiver be appointed or elected or had for Tenant (whether
under Federal or State laws); or if said Premises shall be abandoned or
deserted; or if Tenant shall fail to perform any of the terms, provisions,
convenants or conditions of this Lease on Tenant's part to be performed; or if
this Lease or the Term thereof be transferred or pass to or devolve upon any
persons, firms, officers or corporations other than Tenant by death of the
Tenant, operation of law or otherwise then and in any such events, at the
option of Landlord, the total remaining unpaid Base Rental for the Term of this
Lease shall become due and payable or this Lease and the Term of this Lease
shall expire and end five (5) days after Landlord has given Tenant written
notice (in the manner hereinafter provided) of such act, condition or default
and Tenant hereby agrees immediately then to pay said Base Rental or quit and
surrender said Lease Premises to Landlord; but this shall not impair or affect
Landlord's right to maintain summary proceedings for the recovery of the
possession of the Leased Premises in all cases provided for by law. If the Term
of this Lease shall be so terminated, Landlord may immediately, or at any time
thereafter, re-enter or repossess the Leased Premises and remove all persons and
property therefrom without being liable for trespass or damages.

                                       9

<PAGE>   10


     29.  LIEN FOR PAYMENT OF RENT. [Intentionally Omitted].

     30.  WAIVER OF DEFAULT. Failure of Landlord to declare any default
immediately upon occurrence thereof, or delay in taking any action in connection
therewith, shall not waive such default, but Landlord shall have the right to
declare any such default at any time and take such action as might be lawful or
authorized hereunder, in law and/or in equity. No waiver by Landlord of a
default by Tenant shall be implied, and no express waiver by Landlord shall
affect any default other than the default specified in such waiver and that only
for the time and extension therein stated.

     No waiver of any term, provision, condition or covenant of this Lease by
Landlord shall be deemed to imply or constitute, a further waiver by Landlord of
any other term, provision, conditions or covenants of this Lease. In addition to
any rights and remedies specifically granted Landlord herein, Landlord shall be
entitled to all rights and remedies available at law and in equity in the event
that Tenant shall fail to perform any of the terms, provisions, covenant or
conditions of this Lease on Tenant's part to be performed or fails to pay Base
Rental, Additional Rental or any other sums due Landlord hereunder when due. All
rights and remedies specifically granted to Landlord herein, by law and in
equity shall be cumulative and not mutually exclusive.

     31.  RIGHT OF ENTRY. Landlord, or any of his agents, shall have the right
to enter the Leased Premises during all reasonable hours to examine the same or
to make such repairs, additions or alterations as may be deemed necessary for
the safety, comfort, or preservation thereof, or to said Building, or to exhibit
said Leased Premises at any time within one hundred eighty (180) days before the
expiration of this Lease. Said right of entry shall likewise exist for the
purpose of removing placards, signs, fixtures, alterations, or additions which
do not conform to this Lease. In no event, however, shall Landlord have right of
entry to the secure areas of the Leased Premises, which shall include the lower
level space being provided to Tenant at no cost, the vault or the room in which
Tenant maintains Tenant's Computer, unless (i) Landlord, or its agents is
accompanied by Tenant, or its agents and (ii) Tenant is given at least 24 hours
advance notice of Landlord's desire to enter such secure areas.

     32.  NOTICE. Any notice given Landlord as provided for in this Lease shall
be sent to Landlord by registered mail addressed to Landlord at Landlord's
Management Office in the Building. Any notice to be given Tenant under the terms
of this Lease, unless otherwise stated herein, shall be in writing and shall be
sent by registered mail to the office of Tenant in the Building. Either party,
from time to time, by such notice, may specify another address to which
subsequent notice shall be sent.

     33.  LANDLORD CONTROLLED AREAS. All automobile parking areas, driveways,
entrances and exits thereto, Common Areas, and other facilities furnished by
Landlord, including all parking areas, truck way or ways, loading areas,
pedestrian walkways and ramps, landscaped areas, stairways, corridors, and other
areas and improvements provided by Landlord for, the general use, in common, of
tenants, their officers, agents employees, servants, invitees, licensees,
visitors, patrons and customers, shall be at all times subject to the exclusive
control and management of Landlord, and Landlord shall have the right from time
to time to establish, modify and enforce rules and regulations with respect to
all facilities and areas and improvements; to police same; from time to time to
change the area, level and location and arrangement of parking areas and other
facilities hereinabove referred to; the restrict parking by and enforce parking
changes (by operation of meters or otherwise) to tenants, their officers,
agents, invitees, employees, servants, licensees, visitors, patrons and
customers; to close all or any portion of said areas or facilities to such
extent as may in the opinion of Landlord's counsel be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any person or the
public therein; to close temporarily all or any portion of the public areas,
Common Areas or facilities; to discourage non-tenant parking; to charge a fee
for visitors and/or customer parking; and to do and perform such other acts in
and to said areas and improvements as, in the sole judgment of Landlord, the
Landlord shall determine to be advisable with a view to the improvements as, in
the sole judgment of Landlord, the Landlord shall determine to be advisable with
a view to the improvement of the convenience and use thereof by tenants, their
officers, agents, employees, servants, invitees, visitors, patrons, licensees
and customers. Landlord will operate and maintain

                                       10

<PAGE>   11

the Common Areas and other facilities referred to in such reasonable manner as
Landlord shall determine from time to time. Without limiting the scope of such
discretion, Landlord shall have the full authority to make and enforce rules and
regulations regarding the use of the same or to employ all personnel and to make
and enforce all rules and regulations pertaining to and necessary for the proper
operation and maintenance of the parking areas and/or Common Areas and other
facilities. Reference in this paragraph to parking areas and/or facilities shall
in no way be construed as giving Tenant hereunder any rights and or privileges
in connection with such parking areas and/or facilities unless such rights
and/or privileges are expressly set forth in paragraph 17 hereof.
Notwithstanding the foregoing, Tenant shall have sole and exclusive control over
the loading dock area of the Building and the alleyway leading thereto from
Fourth Avenue North, but only at such times that armored cars are delivering or
picking up cash from the Tenant. 

     34. CONDITION OF PREMISES ON TERMINATION LEASE AND HOLDING OVER. Tenant
agrees to surrender to Landlord, at the end of the Term of this Lease and/or
upon any cancellation of this Lease, said Leased Premises in as good condition
as said Leased Premises were at the beginning of the Term of this Lease,
ordinary wear and tear, and damage by fire or other casualty not caused by
Tenant's negligence excepted. Tenant agrees that if Tenant does not surrender
said Leased Premises to Landlord at the end of the Term of this Lease then
Tenant will pay to Landlord double the amount of the current rental for each
month or portion thereof that Tenant holds over plus all damages that Landlord
may suffer on account of Tenant's failure to so surrender to Landlord possession
of said Leased Premises, and will indemnify and save Landlord harmless from and
against all claims made by any succeeding Tenant of said Leased Premises against
Landlord on account of delay of Landlord in delivering possession of said Leased
Premises to said successing Tenant so far as such delay is occasioned by failure
of Tenant to so surrender said Leased Premises in accordance herewith or
otherwise.

     No receipt of money by Landlord from Tenant after termination of this Lease
or the service of any notice of commencement of any suit or final judgment for
possession shall reinstate, continue or extend the Term of this Lease or affect
any such notice, demand, suite or judgment. 

     No act or thing done by Landlord or its agents during the Term hereby
granted shall be deemed an acceptance of a surrender of the Leased Premises, and
no agreement to accept a surrender of the Leased Premises shall be valid unless
it be made in writing and subscribed by a duly authorized officer or agent of
Landlord. 

     35.  OCCUPANCY TAX. Tenant shall be responsible for and shall pay before
delinquency all municipal, county or state taxes assessed during the Term of
this Lease against any occupancy interest or personal property of any kind,
owned by or placed in, upon or about the Leased Premises by the Tenant. 

     36.  SIGNS.  Landlord shall have the right to install signs on the or
exterior of the Building and Leased Premises and or change the Building's name
or street address. No sign may be installed by Landlord or other tenants of the
Building which would significantly obstruct the public's view of the Tenant's
signs which are to be mounted over the Church Street entrance to the Leased
Premises and the Fourth Avenue side of the Buidling. 

     37.  TRIAL BY JURY. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, and Tenant's
use or matter arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, and Tenant's use or occupancy of the
Premises. Tenant further agrees that it shall not interpose any counterclaim or
counterclaims in a summary proceeding or in any action based upon non-payment of
rent or any other payment required of Tenant hereunder.

                                       11

<PAGE>   12

     38.  TEMPORARY RELOCATION OF TENANT. In the event that the Second and
Third Levels of the Leased Premises are not ready for occupancy by the Tenant on
September 5, 1989, then Landlord shall provide alternative space in the Building
which is reasonably sufficient to permit Tenant to open for business on
September 5, 1989, such space to be provided at no cost to Tenant until the
Second and Third Levels of the Leased Premises are ready for occupancy. Once
Tenant is situated in such temporary space, Landlord may not relocate Tenant,
except to move Tenant into the Leased Premises. Landlord shall not be required
to construct any leasehold improvements to such temporary space. This Section 38
shall not permit Landlord to delay Tenant's occupancy of the Second and Third
Levels of the Leased Premises beyond October 2, 1989. 

     39.  CROSS DEFAULT. If the term of any lease, other than this Lease, made
by Tenant for any other space in the Building shall be terminated or terminable
after the making of this Lease because of any default by Tenant under such other
lease, such default shall, ipso facto constitute a default hereunder and empower
Landlord at Landlord's sole option, to terminate this Lease as herein provided
in the event of default. 

     40.  INVALIDITY OF PROVISION. If any term, provision, covenant or condition
of this Lease or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Lease or the
application of such term, provision, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby and each term, provision, covenant or condition of
this Lease shall be valid and be enforceable to the fullest extent permitted by
law. This Lease shall be construed in accordance with the laws of the State of
Florida. 

     41.  TIME OF ESSENCE. It is understood and agreed between the parties
hereto that time is of the essence of all the terms, provisions, covenants and
conditions of this Lease. 

     42.  MISCELLANEOUS. The terms Landlord and Tenant as herein contained shall
include singular and/or plural, masculine, feminine and/or neuter, heirs,
successors, executors, administrators, personal representatives and/or assigns
wherever the context so requires or admits. The terms, provisions, covenants and
conditions of this Lease are expressed in the total language of this Lease
Agreement and the paragraph headings are solely for the convenience of the
reader an are not intended to be all inclusive. Any formally executed addendum
to or modification of this Lease shall be expressly deemed incorporated by
reference herein unless a contrary intention is clearly stated therein. 

     43.EFFECTIVE DATE. Submission of this instrument for examination does not
constitute an offer, right of first refusal, reservation of or option for the
Lease Premises or arty other space or premises in, on or about the Building.
This instrument becomes effective as a Lease upon execution and delivery by both
Landlord and Tenant.

     44.  ENTIRE AGREEMENT. This lease contains the entire agreement between
the parties hereto and all previous negotiations leading thereto, and it may be
modified only by an agreement in writing signed by Landlord and Tenant. No
surrender of the Leased Premises, or of the remainder of the terms of this
Lease, shall be valid unless accepted by Landlord in writing. Tenant
acknowledges and agrees that Tenant has not relied upon any statement,
representation, prior written or contemporaneous oral promises, agreements or
warranties except such as are expressed herein.

     45.  BROKERAGE. Tenant represents and warrants that is has dealt with no
broker, agent or other person in connection with this transaction and that no
broker, agent or other person brought about this transaction, other than Fulton,
Vaughan, Armstrong and Angle and Cushman and Wakefield and Tenant agrees to
indemnify and hold Landlord harmless from and against any claims by any other
broker, agent or other person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with regard to this leasing
transaction. Landlord has reached an agreement to compensate Fulton, Vaughan,
Armstrong and Angle and Cushman and Wakefield for their services rendered in
connection with this transaction. The provision of this paragraph shall survive
the termination of this Lease.

     46.  FORCE MAJEURE. Neither Landlord nor Tenant shall be required to
perform any term, condition, or covenant in this Lease so long as such
performance is delayed or prevented by force majeure, which shall mean acts of
God, labor disputes (whether lawful

                                       12

<PAGE>   13

or not), material or labor shortages, restrictions by any governmental
authority, civil riots, floods, and any other cause not reasonably within the
control of Landlord or Tenant and which by the exercise of due diligence
Landlord or Tenant is unable, wholly or in part, to prevent or overcome. Lack of
money shall not be deemed force majeure. Nothing herein contained shall prohibit
Tenant from providing or obtaining for itself such services as are reasonably
necessary to remain open for business at the Leased Premises during normal
banking hours, so long as Tenant gives notice to Landlord of the lack or
insufficiency of such services, and affords Landlord a reasonable to provide
such services to Tenant. Tenant shall be entitled to a credit against Base Rents
accruing in subsequent months for all costs incurred in providing or obtaining
such services, but no such credit shall be allowed for such costs to the extent
that the aggregate amount of such costs for any calendar month exceed the Base
Rent payable for such month.

     47.  HAZARDOUS MATERIALS. Tenant shall not store or use or permit the
storage or use within the Premises of any hazardous or toxic waste,
contaminants, oil, radioactive or other materials the removal of which is
required or the maintenance of which is prohibited, regulated or penalized by
any local, state or federal agency, authority or governmental unit.

     48. ENVIRONMENTAL HAZARDS. Landlord has delivered to Tenant a copy of an
environmental audit report prepared with respect to the Leased Premises by Soil
& Material Engineer Intech Group, Atlanta, Georgia, dated May 18, 1989. Such
report constitutes the only written document obtained by Landlord regarding
hazardous materials (including asbestos and polychlorinated biphenyls) in the
Leased Premises. Landlord will undertake such abatement procedures with respect
to hazardous materials disclosed to be present in the Leased Premises by such
audit report as Tenant deems reasonably necessary to protect the health of its
employees. Landlord makes no other warranties, express or implied, regarding
hazardous materials in the Building.

     49.  BANK CLOSURE. Notwithstanding any other provisions contained in this
Lease, in the event the Tenant is closed or taken over by the banking authority
of the State of Tennessee, or other bank supervisory authority, the Landlord may
terminate the Lease only with the concurrence of such banking authority or other
bank supervisory authority, and any such authority shall in any event have the
election either to continue or to terminate the Lease; provided, that in the
event this Lease is terminated, the maximum claim of Landlord for damages or
indemnity for injury resulting from the rejection or abandonment of the
unexpired term of the Lease shall in no event be in an amount exceeding the rent
reserved by the Lease, without acceleration, for the year next succeeding the
date of the surrender of the Leased Premises to the Landlord, or the date of
re-entry of the Landlord, whichever first occurs, whether before or after the
closing of the bank owned by the Tenant, plus an amount equal to the unpaid rent
accrued, without acceleration up to such date.

                                       13

<PAGE>   14

     IN WITLESS WHEREOF, the parties hereto, have signed, sealed and delivered
this Lease in quadruplicate at Davidson County, Tennessee, on the date and year
first above written. 

                                          LANDLORD:

                                         METROPOLITAN LIFE INSURANCE 
                                         COMPANY (Executed in Atlanta, Georgia)
WITNESSES:
/s/ Helen L. Dixon                       By:/s/ Victor W. Turner
  -------------------------------             --------------------------------
                                                      VICE PRESIDENT

/s/ Patricia A. Monahan                  Attest:/s/ Nancy J. Hammer
  -------------------------------               ------------------------------
                                                      Assistant Secretary

                                         TENANT:

                                         BANK OF NASHVILLE, in organization

    WITNESSES:
/s/ David Broadhurst                     By:/s/ J. Richard Chambers
  -------------------------------             --------------------------------

/s/ Darwin Pankey                        Attest:/s/ Richard L. Fulton
  -------------------------------                  ---------------------------

                                       14

<PAGE>   15

                                   APPENDIX A
                                  The Premises


Second Floor of the L & C Tower 
                 7802 square feet 
                 3% common area factor included

Third Floor of the L & C Tower 
                 4184 square feet 
                 12.5% common area factor included; to be reduced to 3.0% upon
                 Tenant leasing the entire third floor


Basement Level (Lower Level) 
                 2794 rentable square feet 
                 3.0% common area factor included 

Basement Level (Lower Level) 
                 That space designated as "Space Provided at No Cost" on the
                 attached floor plans

                                       15

<PAGE>   16



                                  APPENDIX B-l

                                 Rate Schedule
 
11,986/rsf Second (2) and Third (3) floor space

 Year           Rate/RSF                     Annual                  Monthly
1               $ 14.00                  $ 167,804.00             $ 13,983.67
2                 14.28                    171,160.08               14,263.34
3                 14.56                    174,583.28               14,548.61
4                 14.86                    178,111.96               14,842.66
5                 15.15                    181,551.94               15,129.33
6                 15.46                    185,303.56               15,441.96
7                 15.77                    189,019.22               15,751.60
8                 16.08                    192,734.88               16,061.24
9                 16.40                    196,570.40               16,380.87
10                16.73                    200,521.37               16,710.11

2,794/rsf Basement level (Lower level)

Year            Rate/RSF                     Annual                  Monthly
1-10            $7.00/rsf                  $19,558.00               $1,629.83

                                       16
<PAGE>   17

                                  APPENDIX B-2

                             RATE FOR OPTION SPACE

The rate for option space (first right of refusal space) will be computed by
compounding annually using 4% against a base of $14.00 per rentable square foot
beginning September 1, 1989. The rate will be adjusted effective September 1, of
each successive year. A 12.5% common area factor shall be included for any
partial floor and a 3.0% factor shall be included for any full floor.

The rate for lower level option (basement) space shall be $7.00 per square foot
for the entire term of the Lease (including extensions), with a 3.0% common area
factor included.

Landlord shall provide a build-out allowance of $12.00 per square foot of Net
Rentable Area, which allowance shall escalate at the rate of 4.0% per annum from
the date of this Lease through the end of the fifth (5th) year and then shall
diminish at the rate of 20% per year, beginning on the sixth (6th) anniversary
of the date of this Lease. The allowance shall not include the cost of finishing
the space to "shell" condition, which shall include (i) demolishing existing
tenant improvements, (ii) installing drop ceilings, HVAC ductwork and vents and
building standard lighting and (iii) painting exterior walls. No build-out
allowance shall be provided for the lower level option space, but the Landlord
shall deliver such space in shell condition.



                                       17
<PAGE>   18

                                   APPENDIX C

                                    OPTIONS
Option to Extend

So long as Tenant shall not be in default hereunder on the date notice is given
or at the expiration of the initial term hereof if this lease shall be in full
force and effect, Tenant shall have the option to extend the term of the
original term for an additional term of five (5) years (the "first option term")
to commence on September 1, 1999 and end August 31, 2004, five years thereafter.
Provided Tenant is not in default hereunder on the date notice is given as
provided above, and further provided Tenant has exercised the first option to
extend, Tenant shall have an additional option (the "second option to extend")
to extend the term hereof on the last day of the first extension term for an
additional term of five (5) years to commence September 1, 2004 and end August
31, 2009 five (5) years thereafter. Provided Tenant is not in default hereunder
on the date notice is given as provided above, and further provided Tenant has
exercised the second option to extend, Tenant shall have an additional option
(the "third option to extend") to extend the term hereof on the last day of the
second extension term for an additional term of five (5) years to commence
September 1, 2009 and end August 31, 2014 five (5) years thereafter.

Any option to extend granted above shall be exercised by Tenant giving Landlord
notice six (6) months prior to the end of the term or any extension thereof.

In the event tenant exercises an option to extend as set forth above, all terms
and conditions shall remain in full force and effect with the exception of
Paragraph 3 Base Rent, which upon the first option to extend shall assume one
base rate for all Leased Premises, except those Leased Premises located in the
Lower Level. The new Base Rent will be the greater of the existing rent (or that
amount which would be the existing rent) for the Leased Premises on the Fourth
Level or ninety (90) percent of the current market rate (without giving
consideration to tenant concessions) agreed upon twelve months prior to the
exercising of option. Such Base Rent shall increase by 4% annually during any
year of an extension of the term. This same computation process will occur as
each option to extend is exercised.

Option to Expand

Tenant shall have the right to expand into the contiguous space remaining
on the Third Level as identified on EXHIBIT "A" attached hereto under the same
terms and conditions currently in effect for the Leased Premises on the Second
and Third Levels. All improvements to this space shall be at tenant's expense,
except that Landlord shall deliver such space in "shell' condition as defined in
APPENDIX B-2 and shall install carpet. Tenant shall be entitled to the use of
such space for occasional functions (but not as office space) prior to
exercising its option to expand into such space and shall not be obligated to
pay Base Rent for such space until such expansion occurs.

Right of First Refusal

Upon written notification from Landlord (which notification shall attach a copy
of a bona fide offer by a third party to lease such space; unless the Landlord
is Metropolitan, in which case Metropolitan may certify to Tenant that it has a
bona fide offer from a third party to lease such space), Tenant shall have the
right of first refusal on the space located on the 4th floor of the L & C
Tower. Said space shall be accepted in increments of approximately one thousand
(1,000) square feet under the same terms and conditions in effect with the
exception of Paragraph 3, Base Rent, which shall be according to the schedule
set forth in APPENDIX "B-2" attached hereto and which shall be subject to a 4%
increase compounded annually throughout the term of this lease and any
extensions thereof. Written notice to accept or reject an offer shall be given
to Landlord within ten (10) days of Tenant's receipt of notification. Failure to
remit such acceptance or rejection within said time period shall be construed as
Tenant's forfeiture or rejection of said option. Landlord shall provide a
build-out allowance for such space as provided in APPENDIX B-2.


                                       18

<PAGE>   19

Basement Vault and Anteroom

Upon written notification (which notification shall include a copy of a bona
fide offer from a third party to lease such vault and anteroom; unless the
Landlord is Metropolitan, in which case Metropolitan may certify to Tenant that
it has a bona fide offer from a third party to lease such space) from Landlord,
Tenant shall have the right of first refusal on the vault and anteroom located
in the basement of the L & C Tower and shown on the floor plans attached to
APPENDIX A. Written notice to accept or reject this offer shall be given to
Landlord within ten (10) days of Tenant's receipt of notification. Failure to
remit such acceptance or rejection within said time period shall be construed as
Tenant's forfeiture or rejection of said option. If Tenant should exercise its
right of first refusal as to the vault and anteroom, the rent for such space
shall be $7.00 per square foot of Net Rentable Area (without escalation), and
shall include a 3.0% common area factor.


                                       19
<PAGE>   20

                                   APPENDIX D

                                CONFIDENTIALITY

Landlord and Tenant agree that all negotiations, terms, conditions, inducements
and any facts relating to this Lease shall be confidential. The only exceptions
shall be required disclosure to governing and regulatory agencies.


                                       20


<PAGE>   21

                                    APPENDIX E

                  Anytime Teller Machine and Night Depository

Tenant may place an anytime teller machine and night depository ("ATM") in the
lobby of the Building. There will be no rental cost. Construction will be at
Tenant's expense and shall not materially disturb Landlord or the other tenants
of the Building (except that noise caused by such construction shall not be
deemed to be a disturbance). The location of the ATM shall be as shown in the
drawings attached hereto as EXHIBIT A. The ATM shall remain the sole property of
the Tenant and shall be removed by Tenant at the expiration of the term of this
Lease, with the lobby being restored to its condition existing prior to the
installation of the ATM, normal wear and tear excepted. Customers of the Tenant
shall be permitted to have access to the ATM 24 hours per day, 7 days per week;
provided that Landlord's lobby attendants may, during hours that the Building is
closed to the general public, take short breaks from the security station
located in the lobby and may lock the lobby during such breaks.


                                       21


<PAGE>   22

                                  APPENDIX F

                              TENANT'S COMPUTER

     IBM AS400 System with IBM 3694 proof equipment, associated printers and
access equipment.


                                       22


<PAGE>   23

                                   APPENDIX G

                                BASEMENT STORAGE

Landlord will be provide, at no cost to Tenant, space in the basement for
storing paper as required by regulation. That space is designated in EXHIBIT
"A".


                                       23


<PAGE>   24

                                   APPENDIX H
       
                                     DAMAGES

Should the Tenant fail to gain approval to operate as a bank by both the
Tennessee Commissioner of Financial Institutions and the Board of Governors of
the Federal Reserve System and be in operation by June 1, 1990, the Landlord
will be reimbursed for all expenses incurred in construction of tenant
improvements to the Leased Premises, other than the cost of building such space
to "shell condition".

At the time of such disapproval or failure to gain approval by June 1, 1990, the
balance of this Lease will be voidable, at the option of either party; provided,
however, that Tenant shall be obligated to pay Base Rent until the termination
of the Lease pursuant to this APPENDIX H.


                                       24


<PAGE>   25

                                   APPENDIX I

                             LOADING DOCK SECURITY

Landlord agrees to construct gates or doors to enclose the loading dock as
required by the drawings attached hereto as EXHIBIT A.


                                       25


<PAGE>   26

                                    APPENDIX J

Landlord agrees to provide up to $10,000.00 to Tenant to assists in design of
space. Payment to be against tenant's invoice. In the event the Lease is
terminated pursuant to APPENDIX H above, all such sums shall be refunded by the
Tenant to the Landlord.


                                       26


<PAGE>   27

                                   APPENDIX K

                             POTENTIAL CONTRACTORS


                            [INTENTIONALLY DELETED]








                                       27


<PAGE>   28

                                   APPENDIX L

                             [Intentionally Omitted]













                                       28


<PAGE>   29

                                    EXHIBIT A

                                    DRAWINGS



                              Floor Plans attached.


<PAGE>   30

                                  [FLOOR PLAN]


<PAGE>   31

                                  [FLOOR PLAN]


<PAGE>   32

                                  [FLOOR PLAN]



<PAGE>   33
                                   EXHIBIT B

                        TO LEASE DATED JULY ______, 1989

                                    BETWEEN

                 METROPOLITAN LIFE INSURANCE COMPANY (Landlord)

                                      and

                           BANK OF NASHVILLE (Tenant)

          To Induce Tenant to enter into the Lease (to which this EXHIBIT B is
attached) and in consideration of the mutual covenants hereinafter contained,
Landlord and Tenant agree as follows:

          1. (a) Landlord shall prepare the Premises (the "Work") in accordance
with (i) the Plans (attached as EXHIBIT C to the Lease) and (ii) the Meeting
Notes - Bank of Nashville prepared by Hastings Architecture Associates, dated
May 18, 1989 and May 19, 1989, copies of which are attached to this EXHIBIT B.
Except as set forth in the Meeting Notes, and noted on EXHIBIT C, the Work shall
be at Landlord's sole cost and expense. Landlord shall prepare working drawings
and specifications adequate in detail to perform the Work. Upon completion of
said working drawings and specifications to Tenant for Tenant's approval.
Tenant's failure to approve or disapprove the drawings and specifications within
ten (10) days of submission shall be deemed an approval. Tenant shall not
unreasonably withhold its approval of the drawings and specifications or any
part thereof. Any programming or interior design services or unreasonable or
excessive revisions to the drawings and specifications required by Tenant shall
be at Tenant's sole cost and expense, subject to the allowance for design
services provided in Appendix J. Upon approval or deemed approval of the
drawings and specifications by Tenant, the drawings and specifications shall
become the "Plans" for all purposes of this Lease

             (b) Except as set forth in Section (a), Landlord has on other
agreement with Tenant and has no other obligation to do any other work with
respect to the Premises.

          2. If Landlord further agrees to do, at Tenant's request and upon
submission by Tenant (at Tenant's sole cost and expense) of all necessary
drawings, plans and specifications, any other work in addition to the Work
described in Section 1 hereof, such other work shall be done at Tenant's sole
cost and expense as a Tenant's extra. Prior to commencing any such other work
requested by Tenant, Landlord shall submit to Tenant written estimates of the
cost of such other work. If Tenant shall fail to approve said estimates within
fourteen(14)days from the receipt thereof, the same shall be deemed disapproved
in all respects by Tenant and Landlord promptly upon being billed therefore, at
any time and from time to time, the cost of all such other work.

          3. Landlord, at Landlord's discretion, may permit Tenant and Tenant's
agents to enter the Premises prior to the Commencement Date in order that Tenant
may do such other work as may be required by Tenant to make the Premises ready
for Tenant's use and occupancy. If Landlord permits such entry prior to the
Commencement Date, such permission is conditioned upon Tenant and its agents,
contractors, employees and invitees working in harmony and not interfering with
Landlord and its agents, contractors and employees in doing Landlord's work in
the Premises or for other tenants and occupants of the Building. If at any time
such entry shall cause or threaten to cause disharmony or interference, Landlord
shall have the right to withdraw such permission upon 24 hours notice to Tenant.
Tenant agrees that any such entry into and occupation of the Premises shall be
deemed to be under all of the terms, covenants, conditions and provisions of the
Lease except as to the covenant to pay the Rent, and further agrees Landlord
shall not be liable in any way for any injury, loss or damage which may occur to
any of Tenant's work and installations made in the Premises or to properties
placed therein prior to the commencement of the Term, the same being at Tenant's
sole risk.

<PAGE>   34

          4. If the substantial completion of the Premises by Landlord is
delayed due to any act or omission of Tenant or Tenant's Representatives,
including any delays by Tenant in the submission of plans, drawings,
specifications or other information or in approving any drawings or estimates or
in giving any authorization or approval, the Premises shall be deemed
substantially completed on the date when they would have been ready but for such
delay.


<PAGE>   35

                                            This Instrument Prepared By:
                                            KENNETH P. EZELL, JR.
                                            BAKER, WORTHINGTON, CROSSLEY,
                                              STANSBERRY & WOOLF
                                            1700 Nashville City Center
                                            511 Union Street
                                            Post Office Box 2866
                                            Nashville, Tennessee  37219

                              MEMORANDUM OF LEASE

          THIS MEMORANDUM OF LEASE made this 5th day of September, 1989, by and
between METROPOLITAN LIFE INSURANCE COMPANY ("Landlord") and THE BANK OF
NASHVILLE ("Tenant").

                                  WITNESSETH:

          WHEREAS, Landlord and Tenant have executed a certain "Standard Office
Building Lease" (the "Lease") dated as of July 19, 1989, relating to office
space located in the L & C Tower, 401 Church Street, Nashville, Tennessee (the
"Building"); and

          WHEREAS, Landlord and Tenant wish to record a summary of certain
provisions of the Lease so as to cause all persons to be on notice thereof.

          NOW, THEREFORE, Landlord and Tenant do hereby publish the following
summary of the Lease:

          1.        DEMISED PREMISE: All space on the Lower, Second and Third
                    Levels of the Building indicated as being part of the Leased
                    Premises on the Drawings attached hereto as EXHIBIT A,
                    containing 2,794 square feet of Net Rentable Area on the
                    Lower Level, 7,802 square feet on the Second Level, 4,102
                    square feet on the Third Level on the space on the Lower
                    Level designated as "Space Provided at No Cost."

          2.        TERM: The Term of the Lease extends from September 1, 1989,
                    through August 31, 1999.

          3.        RENEWALS: Tenant has the option to extend the Lease for
                    three (3) successive five (5) year terms, upon terms and
                    conditions specified in the Lease.

          4.        OPTION TO EXPAND. Tenant has the right to expand into the
                    remaining space on the Third Level of the Building upon
                    the terms and conditions specified in the Lease.


                                      1

<PAGE>   36

          5.        RIGHT OF FIRST REFUSAL: Tenant has the right of first
                    refusal to lease space on the fourth (4th) floor of the
                    Building upon the terms and conditions specified in the
                    Lease.

          IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease
as of the day and year first above written.

                                                     LANDLORD:

                                                     METROPOLITAN LIFE INSURANCE
                                                     COMPANY


                                                     By:/s/ Victor W. Turner
                                                        ------------------------
                                                     Title:  Vice President
                                                           ---------------------

                                                     TENANT:

                                                     THE BANK OF NASHVILLE
                                                     

                                                     By:/s/ J. Richard Chambers
                                                        ------------------------
                                                     Title:  President
                                                           ---------------------

                                                     

 




                                      2
<PAGE>   37

                           
STATE OF GEORGIA   )
        --------    
                   )
COUNTY OF DEKALB   )
         --------   

            Personally appeared before me, /s/Sandra R. Nauman, a Notary Public
for the state and county aforesaid, Victor W. Turner, with whom I am personally
acquainted, and who acknowledged that he executed the within instrument for the
purposes therein contained, and who further acknowledged that he is the Vice
President of METROPOLITAN LIFE INSURANCE COMPANY, the maker, and is authorized
by the maker to execute this instrument on behalf of the maker.

          WITNESS my hand and seal at office this 23rd day of October, 1989.

 
                                                  /s/ Sandra R. Nauman
                                                  --------------------
                                                  NOTARY PUBLIC


My Commission Expires:



STATE OF TENNESSEE   )
                     )
COUNTY OF DAVIDSON   )

          Personally appeared before me, /s/ Patricia H. Rudd, a Notary Public
for the state and county aforesaid, J. Richard Chambers, with whom I am
personally acquainted, and who acknowledged that he executed the within
instrument for the purposes therein contained, and who further acknowledged that
he is the President of THE BANK OF NASHVILLE, the maker, and is authorized by
the maker to execute this instrument on behalf of the maker.

          WITNESS my hand and seal at office this 5th day of September, 1989.



                                                  /s/Patricia H. Rudd
                                                  --------------------    
                                                  NOTARY PUBLIC


My Commission Expires:

11-24-90


                                                           (Notary Public Seal)



                                       3
<PAGE>   38


                                   EXHIBIT A

                                  [FLOOR PLAN]



<PAGE>   39


                                    EXHIBIT A

                                  [FLOOR PLAN]


<PAGE>   40


                                   EXHIBIT A

                                  [FLOOR PLAN]


<PAGE>   41


        [PARTIAL PLAN - Location of ATM/Night Depository in Main Lobby]


<PAGE>   42


                                   EXHIBIT C

                               CONSTRUCTION PLANS

                          Construction Plans Attached

<PAGE>   43
                        (CUSHMAN & WAKEFIELD LETTERHEAD)

                                CLARIFICATION TO

                                   EXHIBIT B

                               CONSTRUCTION COSTS


     As an interim description of the plans and specs for the construction work
to be performed for the Bank of Nashville, the following items are included for
clarification purposes until such time as the final drawings are available.

     1.   Meeting notes prepared by Hastings & Associates dated May 18, 1989.

     2.   Meeting notes prepared by Hastings & Associates dated May 19, 1989.

     3.   Conceptual drawings prepared by Hastings & Associates dated 3/27/89
          and revised 7/17/89 covering the basement, 2nd floor and 3rd floor of
          the L & C Tower.

In addition, the following items are added for clarification purposes.

     1.   Casework to include $10,000 budget for five teller counters and $2,500
          for a check writing stand.

     2.   There has been $4,700 budgeted for a Receptionist desk.

     3.   There has been $2,880 budgeted for drawers and counter behind the
          teller counters.

     4.   Exterior improvements to include new entry canopy, roofing and fascia
          and glass entry doors with a budget of $26,700.

As a further description of the work, complete drawings and specs will be
substituted for these above items as prepared by Hastings & Associates.



No warranty or representation, express or implied, is made as to the accuracy of
the information contained herein, and same is submitted subject to errors,
omissions, change of price, rental or other conditions, withdrawal without
notice, and to any special listing conditions, imposed by our principals.


<PAGE>   44

                                   EXHTBIT D

            SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of this _________day of _________,
198__, by and among___________________________(hereinafter referred to as
"Landlord"), and _____________________________, (hereinafter referred to as
"Tenant"), and _________________________________ (hereinafter referred to as
"Mortgagee"), which terms "Landlord," "Tenant" and "Mortgagee" shall include the
successors and assigns of the respective parties.

                                  WITNESSETH:

     WHEREAS, by lease dated ______________________, 1989, a true and complete
copy of which is attached hereto as EXHIBIT "A" and made a part hereof by this
reference (hereinafter referred to as the "Lease"), Landlord, in consideration
of the rents reserved therein, and of the terms, covenants, conditions and
agreements therein set forth, has demised and let to Tenant and Tenant has taken
and hired from Landlord, certain real property located in Nashville, Tennessee,
for an original term extending until ___________________; and

     WHEREAS, Mortgagee expects to become the owner and holder of a Promissory
Note secured by a Deed of Trust (hereinafter referred to as the "Security
Instrument") constituting a first lien on and security title in and to the real
property described in EXHIBIT "B", attached hereto and made a part hereof,
including the premises leased to Tenant; and

     WHEREAS, Tenant desires that Mortgage recognize Tenant's rights under the
Lease in the event of a foreclosure of the Mortgagee's lien, and Tenant is
willing to agree to attorn to the purchaser at such foreclosure if Mortgagee
will recognize Tenant's rights under said Lease.

     NOW, THEREFORE, for and in consideration of the premises, any mutual
promises and covenants of the parties hereunder, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.   Subordination. The Lease and the lien thereon shall at all times be
subject to and subordinate in all respects to the Security Instrument and to all
renewals, modifications and extensions thereof, subject to the terms and
conditions herein after set forth in this Agreement.

     2.   Non-Disturbance. Subject to the condition precedent set forth below,
so long as Tenant is not in default (beyond any period given Tenant to cure such
default) in the payment of rent or additional rent, or the performance of any
other terms, covenants, or conditions of the Lease on Tenant's part to be
performed, Tenant's possession under the Lease and Tenant's rights and
privileges thereunder, or under any extensions or renewals thereof that may be
affected in accordance with any option contained in the Lease, shall not be
diminished or interfered with by Mortgagee, and Tenant's occupancy shall not be
disturbed by Mortgagee during the term of the Lease or any such extensions or
renewals thereof. As a condition precedent to Mortgagee's obligations pursuant
to this paragraph 2, Tenant shall deliver, upon request by Mortgagee, an
estoppel certificate in the form prescribed by Section 18 of the Lease.

     3.   Attornment. If the interest of the Landlord shall be acquired by
Mortgagee (the term "Mortgagee" as used in this paragraph 3 and in paragraph 4
shall include any purchaser at a foreclosure sale ocurring as a result of the
Security Instrument by a foreclosure of the Security Instrument or other
proceeding brought to enforce the rights of the holder thereof, and the
Mortgagee succeeds to the interest of the Landlord under the Lease, the Lease
and all the rights of the Tenant thereunder shall continued in full force and
effect and shall not be terminated or disturbed except in accordance with the
terms of the Lease, and Tenant shall be bound to Mortgagee under all of the
terms, covenants and conditions of the Lease for the balance of the term thereof
remaining, and any extensions or renewals thereof that may be affected in
accordance with any option



<PAGE>   45

contained in the Lease, with the same force and effect as if the Mortgagee were
the lessor or landlord under the Lease and the Tenant the lessee under the
Lease, the Tenant does hereby attorn to the Mortgagee as its Lessor, said
attornment to be effective and self-operative with the execution of any
instrument pertaining thereto on the part of either party hereto or immediately
upon Mortgagee's succeeding to the interest of the Landlord under the Lease and,
Tenant shall thereafter pay rent to Mortgagee from and after such time as Tenant
receives written notice from Mortgagee that it has succeeded to the interest of
Landlord under the Lease, or that Mortgagee is exercising its rights pursuant to
the assignment of Landlord's interest in leases which Landlord has given as
further security of the Security Instrument. The respective rights and
obligations of Tenant and Mortgagee upon such attornment, to the extent of the
then remaining balance of the term of the Lease and any extension or renewals,
shall be and are the same as now set forth in the Lease, it being the intention
of the parties hereto to incorporate the Lease into this Agreement by reference
with the same force and effect as if set forth fully verbatim herein.
                                  
     4. Terms to Which Parties Bound. If Mortgagee shall succeed to the interest
of Landlord under the Lease, Mortgagee shall be bound to Tenant under all of
the terms, covenants and conditions of the Lease, and Tenant shall, from and
after Mortgagee's succession to the interest of the Landlord under the Lease, be
bound to Mortgagee under all of the terms, covenants and conditions of the
Lease, and the parties shall have between themselves the same remedies and
rights as Landlord and Tenant now possess with respect to the Lease; provided,
however, that Mortgagee shall not be:


          (a) liable for any act or omission of any prior landlord (including
     Landlord) except for any act or omission that shall continue beyond the
     time Mortgagee shall succeed to the interest of Landlord; or


          (b) subject to any offsets or defenses that Tenant might have against
     any prior landlord (including Landlord); or


          (c) bound by any rent or additional rent that Tenant might have paid
     for more than the then current month to any prior landlord (including
     Landlord); or


          (d) bound by any material amendment, alteration, or modification of
     the Lease made without Mortgagee's prior written consent, including,
     without limiting the generality of the foregoing, any amendment, alteration
     or modification that results in:

          (i)  a reduction of the term of the Lease or the amount of rent or
          other charges payable by Tenant thereunder, (ii) the assignment of the
          Lease or subletting of all or any portion of the Tenant's premises,
          except as expressly permitted pursuant to the Lease, (iii) the
          imposition of or increase in any obligation of Landlord under the
          Lease, or (iv) any impairment of Mortgagee's security therein;

     and Tenant and Landlord agree to provide Mortgagee with a copy of any
     amendment, alternation or modification of the Lease that does not require
     Mortgagee's prior written consent pursuant to this Section 4(d) promptly
     upon execution thereof; or

          (e) liable for any security or tenant deposits held or obtained by any
     prior landlord (including Landlord).

     5.   Miscellaneous.

     5.1 Amendments. This Agreement may not be altered, modified or amended
except in writing signed by all of the parties hereto.

     5.2 Governing Law. Inasmuch as this Agreement pertains to real property
located in Nashville, Tennessee, the laws of the State of Tennessee shall be
controlling with respect to enforcement or interpretation of this Agreement.

     5.3 Time of Essence. With regard to the performance to any acts, notices,
or payments of money which is required by this Agreement, or any instrument
referred to herein, time is of the essence.


<PAGE>   46

STATE OF TENNESSEE  )
                    )
COUNTY OF DAVIDSON  )

     Personally appeared before me, _________________________, a Notary Public
for the state and county aforesaid, _______________________, with whom I am
personally acquainted, and who acknowledged that he executed the within
instrument for the purposes therein contained, and who further acknowledged that
he is the_________ of ________________, the maker, and is authorized by the
maker to execute this instrument on behalf of the maker.

     WITNESS my hand and seal at office this ____ day of __________ , 1989.




                                             ______________________________
                                             NOTARY PUBLIC


My Commission Expires:

_________________________


<PAGE>   47
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
date first above written.


                                    LANDLORD:


                                    By:
                                       -------------------------------

                                    Title:
                                          ----------------------------


                                    TENANT:


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


                                    MORTGAGEE:


                                    By:
                                       -------------------------------

                                    Its:
                                        ------------------------------

                                    Attest:
                                           ---------------------------

                                    Its:
                                        ------------------------------

                                    [CORPORATE SEAL]


STATE OF TENNESSEE  )
                    )
COUNTY OF DAVIDSON  )


     Personally appeared before me, _______________________, a Notary Public for
the state and county aforesaid, _____________________, with whom I am personally
acquainted, and who acknowledged that he executed the within instrument for the
purposes therein contained, and who further acknowledged that he is the of
______________________, the maker, and is authorized by the maker to execute
this instrument on behalf of the maker.

     WITNESS my hand and seal at office this _______ day of _____________, 1989.

<PAGE>   48
                                [Hastings Logo]
 
              HASTINGS ARCHITECTURE ASSOCIATES
               L & C TOWER - 31st FLOOR
               401 CHURCH STREET
               NASHVILLE, TENNESSEE 37219
               615-242-2113
May 18, 1989

MEETING NOTES - BANK OF NASHVILLE

PARTICIPANTS: Darwin Pankey, Centennial; Lynn Crew, Bacar; Richard Coles,
Amprite Electric Company; Bill Lee, The Lee Company Mechanical Contractors and
Engineers; Jim Hastings and Alan Stephenson, Hastings Architecture Associates
(HAA)

The purpose of the meeting was to clarify items related to Build-out costs for
the Bank of Nashville space based on conceptual drawings prepared by HAA and
dated 5/11/89 (Revised Date). The following items were discussed:

BASEMENT LEVEL

The Owner is to provide "shell space" for tenant. The following items are
included and are to be priced by Bacar:


          a.   New painted drywall finish in Operations area, Lounge, and
               Toilets.

          b.   Lee's "Faculty III" Carpet in Operations area, Computer Room and
               Lounge with vinyl base.

          c.   Vinyl tile in toilets.

          d.   New 2 x 4 lay-in ceiling in Operations, Lounge, Toilets, and
               Supplies. (Existing ceiling will be removed.)

          e.   Sealed concrete floor at Supplies Room.

     2.   The tenant is to provide the following items (Basement only):

          a.   New partitions and doors through new partitions such as at the
               Computer Room.

          b.   All millwork. 

          c.   All plumbing work except for the demolition of existing plumbing
               not to be reused.

          d.   Halon system for Computer Room fire suppression. 

          e.   New pass-through window. 

     3.   Miscellaneous items related to Basement level:


          a.   Existing dumbwaiter equipment and walls will be removed and floor
               penetrations will be sealed (all 3 levels) by Owner.

          b.   New air distribution will be provided by Owner.


<PAGE>   49
MEETING NOTES - BANK OF NASHVILLE
MAY 18, 1989
PAGE 2

          c.   Any emergency lighting upgrade required by Codes will be provided
               by Owner. 

          d.   Standard domestic power will be provided by Owner. Special power
               requirements such as may be required for computer system will be
               provided by tenant.

          e.   A new dumbwaiter will not be required and no work will be
               provided at the existing service elevator or Elevator Equipment
               Room.

          f.   The existing Telephone Equipment and Janitors' Closets in the
               leased area will be cleaned but no new finishes will be provided.

          g.   The door to the Janitor's Closet will be relocated as shown on
               the plans.

          h.   The Elevator Lobby and Basement corridors will be cleaned but no
               new finishes will be provided.

          i.   The Owner will provide two doors and partitions to secure the
               corridor at the entrance to the Operations Area.

          j.   The space designated on the plan to be provided at no cost to the
               Owner will be cleared of equipment and cleaned, but no demolition
               or new finishes will be provided.

     MAIN BANKING FLOOR & EXECUTIVE AREAS

     The following work is to be included in build-out costs provided by the
     Owner: 

          a.   30 oz. carpet by Pacific Crest is to be installed throughout Main
               Banking Space and the Executive Areas.

          b.   At the Entry Vestibule and in a 4' wide area along Tellers' Row,
               ceramic tile by Crossville Ceramics will be provided.

          c.   The plan will be revised to allow a 4'-0" area between the
               existing elevator shaft and Ann Cheatham's office to provide
               future access to the existing freight elevator.

          d.   Wallcovering in the Main Banking Space will be "Tec-Wall" by
               Design Tex.

<PAGE>   50

MEETING NOTES - BANK OR NASHVILLE
MAY 18, 1989
PAGE 3

          e.   Wallcovering in the Executive Offices and the Executive Area
               Conference Rooms will be Maharam linen wall covering ($30 per
               lineal yard).

          f.   Chair rail and wood base will be provided at Executive Offices
               and Executive Conference Rooms.

          g.   A water line will be run to a Coffee Bar in the Executive Area.
               
          h.   Though the ceiling in the Main Banking Space has not been
               designed, Bacar is to assume 50% drywall ceiling and 50% 2x2
               lay-in ceiling for pricing purposes.

          i.   The curved wall at the Conference Room and the wall behind the
               Reception Area are to be full height glass block.


          j.   All glass doors (Falconer or equal) are to be provided between
               the existing Elevator Lobby and the Main Banking Space.

          k.   All other doors are to be 3'-0" x 8'-0" x 1-3/4" stain grade
               solid core wood doors. 

          l.   The entry canopy will be enlarged and the existing fascia that
               wraps the second level on both 4th and Church will be replaced.
               New glass entry doors will be provided.

          m.   All 4 Restrooms will be provided with ceramic tile floor and base
               and vinyl wall covering.

          n.   Millwork to be provided includes Tellers' Row, Reception Desk,
               Checkwriting Counter, and writing counters at booths and restroom
               vanities.

     THIRD LEVEL

     The following work is to be included in the build-out costs provided by the
     Owner: 

     a.   New ceiling, carpet and light fixtures are to be provided in the Board
          Room. Existing wood paneling and doors will be cleaned.

     b.   8'-0" x 3'-0" x 1-3/4" stain grade wood doors with metal frames will
          be provided where shown on plans. 

<PAGE>   51

MEETING NOTES - BANK OF NASHVILLE 
MAY 18, 1989 
PAGE 4


     c.   Stair connecting Executive Area at Level 2 with Level 3 will be
          opened, cleaned and painted. A rated door will be provided at Level 3.

     d.   Conference Rooms will be provided with drywall to deck above and sound
          attenuation blankets in all walls.

     e.   Walls indicated on plans with double lines (Bruce Mitchell's office
          and 2 other offices) are to be open office systems partitions with
          doors and are not to be provided by Owner.

     f.   New carpet, 2 x 4 lay-in ceiling and painted finish are to be provided
          by Owner throughout the third floor including the area not to be
          leased.

     g.   Existing kitchen equipment will be removed.

     h.   Existing dumbwaiter walls will be removed and the floor and wall
          repaired.

     i.   Toilets will be cleaned.

If any of the above items are incorrect, please contact us.

RespectfullY submitted, 

HASTINGS ARCHITECTURE ASSOCIATES
/s/ Alan Stephenson

C. Alan Stephenson, AIA

CAS/slm

Distribution: Participants, Van Barron

<PAGE>   52

May 19, 1989

MEETING NOTES - BANK OF NASHVILLE

PARTICIPANTS:      Darwin Pankey, Centennial; David Broadhurst, Cushman &
                   Wakefield; Richard Chambers, Richard Fulton, & Ann Cheatam,
                   Bank of Nashville; Ray Nathurst, Paul Biggers, & Ken
                   Murdock, McQuiddy's; Alan Stephenson, Hastings Architecture
                   Associates


The purpose of the meeting was to identify to all parties the items included in
the tenant buildout. The meeting notes prepared by HAA and dated May 18, 1989
were used as an outline for the discussion.

The following items are additions or revision to those notes.

     1.   The millwork behind Tellers' Row, the Coffee Bar currently shown in
          the Executive Area, and the millwork shown in the Kitchen on the third
          floor were not specifically mentioned in the Meeting Notes of May 18
          but are to be provided by the Owner. The millwork behind Tellers' Row
          is to include base cabinet with drawers for the full length of the
          available wall space.

     2.   The lowest estimate submitted for the bank security system was $12,000
          which the Owner will provide. This price includes 6 cameras with
          control monitor in the basement, access control at doors, and hold-up
          alarms. The price does not include conduit to serve the system which
          is to be included in the electrical subcontractors work.


      3. The Owner has no plan to replace the glass or window on the 3rd level
         and which overlooks the alley.

      4. Sound attenuation blankets will be provided by Owner and installed at
         all Conference Rooms.

      5. At the secured Storage Space in the Trust Department at Level 3, the
         Owner will provide a smoke detector and high-temperature sprinkler
         heads.

      6. The paneling in the existing Conference Room and Elevator Lobby at
         Level 3 will be restored to a quality appearance by the Owner either
         through a wood treatment or refinishing if required.

      7. At level 3, the Owner will provide Pacific Crest carpet as recommended
         by McQuiddy's in the Trust Department and Board Room. In the Expansion
         Area, Lee's "Faculty III" will be provided.


<PAGE>   53

Meeting Notes - Bank of Nashville
May 19, 1989
Page 2

       8. The area in the 3rd floor Elevator Lobby where an existing planter has
          been removed will be repaired by the Owner.

       9. The Restrooms at Level 3 will be cleaned and all plumbing fixtures
          restored to good working order by the Owner.

      10. Ann Cheatham requested that the building Owners include the renovation
          and additional opening for the service elevator in the total L&C
          elevator renovation package. If the Bank chooses to proceed with the
          work at that time, the portion of the total cost related to service
          elevator would be paid by the Bank.

If any of the above items are incorrect, please contact us.

Respectfully submitted, 

HASTINGS ARCHITECTURE ASSOCIATES
/s/Alan Stephenson 
C. Alan Stephenson, AIA

CAS/slm

Distribution:  Participants, Van Barron, Jim Hastings