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                                                                 EXHIBIT 10.14.2

                       THIRD AMENDMENT TO LEASE AGREEMENT

         THIS THIRD AMENDMENT TO LEASE AGREEMENT is made and entered into by and
between Gordon E. Inman, a citizen and resident of Franklin, Tennessee with an
address for purposes of this Third Amendment to Lease Agreement of Public
Square, Franklin, Tennessee, 37064 (hereinafter referred to as "Landlord"), and
Franklin National Bank, a banking institution organized under the laws of the
State of Tennessee, having its principal place of business in Franklin,
Williamson County, Tennessee, hereinafter referred to as "Tenant" and is entered
into pursuant to the following terms, conditions, and provisions.

                               W I T N E S S E T H

         WHEREAS, Landlord and Tenant entered into a certain contractual
agreement pertaining to the location of Tenant upon and within a property owned
by Landlord in Franklin, Williamson County, Tennessee; and

         WHEREAS, more particularly Landlord and Tenant entered into a Lease
Agreement as pertains to the demised premises located at 334 Main Street,
Franklin, Williamson County, Tennessee (hereinafter referred to as the "Lease
Agreement"), being dated December 16, 1993, and reference to which is hereby
made; and

         WHEREAS, Landlord and Tenant entered into a certain First Amendment to
Lease Agreement which memorialized the leasing by Tenant from Landlord of
additional lease space consisting of 2977.03 square feet in the building known
as 334 Main Street, and said First Amendment to Lease Agreement (hereinafter
referred to as the "First Amendment") being dated January 16, 1996, reference to
which is hereby made; and

         WHEREAS, Landlord and Tenant entered into a certain Second Amendment to
Lease Agreement which memorialized the modification of the Term and the Option
to Renew provisions of the Lease Agreement to reflect: (I) A term of fifteen
years five and one-half months (15-5 1/2) commencing on January 1, 1994 and
ending at midnight on the 15th day of May, 2009 and (II) Three (3) five (5)
years Option to Renew. Both modifications being designed to reflect the
identical Term and Option to Renew provisions of a certain other Lease Agreement
with Amendments by and between Landlord and Tenant dated January 15, 1989, and
said Second Amendment to Lease Agreement (hereinafter referred to as the "Second
Amendment") being dated September 30, 1998, reference to which is hereby made;
and



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         WHEREAS, Tenant has now requested of Landlord the opportunity of
leasing further additional space from Landlord this time consisting of 2640.31
square feet in the building known as 334 Main Street, Franklin, Tennessee; and

         WHEREAS, the parties hereto wish to memorialize the terms and
provisions under which the "Further Lease Space" shall be leased by Tenant from
Landlord, and how the rental by Tenant of said "Further Lease Space" will modify
the terms and provisions of the original Lease Agreement dated December 16,
1993, as amended by First Amendment dated January 16, 1996 and Second Amendment
dated September 30, 1998;

         NOW THEREFORE, in consideration of Ten ($10.00) Dollars and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in further consideration of the monetary sums to be paid
hereunder and also based upon the mutual covenants and conditions hereinafter
recited, the parties agree as follows:

         1. Landlord hereby agrees to lease unto Tenant 2640.31 additional
square feet in the building known as 334 Main Street, said additional demised
premises consisting of dimensions of 44'4 1/4" in width by 57'6 3/4" in length
plus on-half (1/2) of the restroom at 13'5" feet by 13'0", producing a total of
2640.31 square feet, and as generally depicted on drawing attached hereto and
made Exhibit "A" hereto.

         2. The applicable rental for this "Further Additional Lease Space"
shall be $39,604.56 per annum, said amount to be added to the now current lease
rental payments being made by Tenant unto Landlord under the original Lease
Agreement as amended with said payments to be made in the same time increments
as are now being made with regard to rental payments.

         3. The rental increase formula set forth in the original Lease in
relationship to the Consumer Price Index shall also apply to the "Further
Additional Lease Space". The annual rental increase shall be pro-rated the first
adjustment year to reflect 5/12th of the calculated increase.

         4. The effective date of the lease of the "Further Additional Lease
         Space" shall be August 1, 1999.

         5. All of the Tenant's obligations pertaining to insurance and taxes
shall be applicable to this "Further Additional Lease Space" on the same basis
applicable to the original



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demised premises. In the case of the Additional Lease Space, the Tenant shall
pay the remaining one-fourth (1/4) of Landlord's hazard, casualty or liability
insurance and taxes on the demised premises.

         6. Except as specifically modified, altered, or amended herein, the
terms and provisions of the Lease Agreement originally entered into by and
between Landlord and Tenant on December 16, 1993, and as amended through First
Amendment to Lease Agreement dated January 16, 1996, and Second Amendment to
Lease Agreement dated September 30, 1998, shall remain in full force and effect.

         7. The terms and provisions of this Third Amendment to lease Agreement
shall inure to and be binding upon the parties hereto, their respective heirs,
successors and assigns.

         IN WITNESS WHEREOF, THE THIRD AMENDMENT TO LEASE AGREEMENT has been
executed by Gordon E. Inman (in his capacity as Landlord) and by Franklin
National Bank by and through its duly authorized representative J. Myers Jones
as President of Franklin National Bank (in its capacity as Tenant) on the date
appearing across from their respective signatures, and with an effective date
hereof to be the first date of execution by the party.

LANDLORD:

/s/ Gordon E. Inman                                           June 23, 1999

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GORDON E. INMAN                                                        DATE

TENANT:

Franklin National Bank

/s/ J. Myers Jones                                            June 23, 1999

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J. MYERS JONES, PRESIDENT                                              DATE


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