<PAGE>
                                                                 EXHIBIT (2)-2

                    Branch Purchase and Assumption Agreement

                                     between

                                    THE BANK

                                       and

                             TRUSTMARK NATIONAL BANK

                            Dated as of June 18, 2003
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
                                    ARTICLE I
                             PURCHASE AND ASSUMPTION

1.01    Purchase and Sale of Assets.........................................   1
1.02    Transfer of Assets..................................................   1
1.03    Acceptance and Assumption...........................................   3
1.04    Payment of Funds....................................................   5

                                   ARTICLE II
                     CONDUCT OF THE PARTIES PRIOR TO CLOSING

2.01    Covenants of Seller.................................................   7
2.02    Covenants of Buyer..................................................  12
2.03    Covenants of All Parties............................................  13

                                   ARTICLE III
                           PRESENTATION AND WARRANTIES

3.01    Representations and Warranties of Seller............................  13
3.02    Representations and Warranties of Buyer.............................  17
3.03    Disclosure Schedules................................................  18
3.04    Standard............................................................  18

                                   ARTICLE IV
             ACTIONS RESPECTING EMPLOYEES AND EMPLOYEE BENEFIT PLANS

4.01    Employment of Employees.............................................  19
4.02    Terms and Conditions of Employment..................................  19
4.03    Actions to be Taken by Seller.......................................  21

                                    ARTICLE V
                         CONDITIONS PRECEDENT TO CLOSING

5.01    Conditions to Seller's Obligations..................................  22
5.02    Conditions to Buyer's Obligations...................................  23
5.03    Non-Satisfaction of Conditions Precedent............................  24

                                   ARTICLE VI
                                     CLOSING

6.01    Closing and Closing Date............................................  25
6.02    Seller's Actions at Closing.........................................  25
6.03    Buyer's Actions at Closing..........................................  26
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<TABLE>
<S>                                                                           <C>
6.04    Methods of Payment..................................................  27
6.05    Effectiveness of Closing............................................  28

                                   ARTICLE VII
                          CERTAIN TRANSITIONAL MATTERS

7.01    Transitional Action by Buyer........................................  28
7.02    Transitional Actions by Seller......................................  30
7.03    Overdrafts and Transitional Action..................................  32
7.04    ATMs and Debit Cards................................................  32
7.05    Environmental Matters...............................................  33
7.06    Effect of Transitional Action.......................................  35

                                  ARTICLE VIII
                      GENERAL CONVENANTS AND IDEMNIFICATION

8.01    Confidentiality Obligations of Buyer................................  35
8.02    Confidentiality Obligations of Seller...............................  35
8.03    Indemnification by Seller...........................................  36
8.04    Indemnification by Buyer............................................  36
8.05    Non-Competition.....................................................  37
8.06    No Shop.............................................................  38
8.07    Further Assurances..................................................  39
8.08    Operation of the Branches...........................................  40
8.09    Information After Closing...........................................  40
8.10    Additional Loans....................................................  40
8.11    Advisory Directors..................................................  40

                                   ARTICLE IX
                                   TERMINATION

9.01    Termination by Mutual Agreement.....................................  41
9.02    Termination by Seller...............................................  41
9.03    Termination by Buyer................................................  41
9.04    Effect of Termination...............................................  42
9.05    Termination Fee.....................................................  42

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

10.01   Expenses............................................................  42
10.02   Certificates........................................................  42
10.03   Termination of Representations and Warranties.......................  42
10.04   Waivers.............................................................  43
10.05   Notices.............................................................  43
10.06   Parties in Interest, Assignment, Amendment..........................  44
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<TABLE>
<S>                                                                           <C>
10.07   Headings............................................................  44
10.08   Terminology.........................................................  44
10.09   Flexible Structure..................................................  45
10.10   Press Releases......................................................  45
10.11   Entire Agreement....................................................  45
10.12   Governing Law.......................................................  46
10.13   Counterparts........................................................  46
10.14   Allocation Schedule.................................................  46
10.15   Severability........................................................  46
10.16   Enforcement of Agreement............................................  46
10.17   Interpretation......................................................  46
10.18   No Rule of Construction.............................................  47
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                                     - iii -
<PAGE>
                    BRANCH PURCHASE AND ASSUMPTION AGREEMENT

      This Branch Purchase and Assumption Agreement ("Agreement") is entered
into this the 18th day of June, 2003 (the "Effective Date"), by and between
Trustmark National Bank ("Buyer") and The Bank ("Seller").

                                    RECITALS

      A. Buyer. Buyer is a national banking association having its principal
place of business in Jackson, Mississippi.

      B. Seller. Seller is an Alabama state-chartered banking corporation having
its principal place of business in Birmingham, Alabama.

      C. Proposed Transaction. Pursuant to the terms of this Agreement, Buyer
will purchase the Assets (as hereinafter defined) and assume certain Liabilities
(as hereinafter defined) from Seller in exchange for the Consideration (as
hereinafter defined) (the "Acquisition").

      D. Board Action. The respective Boards of Directors of each of Buyer and
Seller have each determined that the transaction contemplated hereby is
consistent with, and in furtherance of, their respective business strategies and
goals, and have approved such transaction and believe it to be in the best
interests of their respective companies and their shareholders.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties, and agreements contained herein, Buyer
and Seller agree as follows:

                                    ARTICLE I

                             PURCHASE AND ASSUMPTION

      1.01 Purchase and Sale of Assets. At the Closing, as defined in Section
6.01 (the "Closing"), Buyer shall purchase and acquire, and Seller shall sell
and assign, the real estate and other assets described in Section 1.02
(collectively, the "Assets") all of which are used in and/or relate to business
conducted by Seller at its branch offices known as "The Emerald Coast Bank," a
division of Seller, and located at the sites described in Schedules A and B,
pursuant to the terms and conditions set forth herein and subject to the
exceptions, if any, set forth herein. The foregoing branch offices are
hereinafter sometimes collectively referred to as the "Branches" and each,
individually, sometimes as a "Branch."

      1.02 Transfer of Assets. Subject to the terms and conditions of this
Agreement, Seller shall assign, transfer, convey, and deliver to Buyer on the
Closing Date, as defined in Section 6.01 hereof, the Assets, which shall include
the following:
<PAGE>
            (a) Owned Real Estate. All of Seller's right, title, and interest in
      and to the real estate described in Schedule A on which a Branch is
      situated or which was being held by Seller for future branch expansion and
      located in Okaloosa, Walton, or Bay Counties, Florida, together with all
      of Seller's rights in and to all improvements thereon, and all easements
      rights, privileges, and appurtenances associated therewith (the "Owned
      Real Estate"). Schedule A shall specifically identify the Owned Real
      Estate by street address, legal description, and tax parcel number;

            (b) Leased Real Estate. All of Seller's transferable right, title,
      and interest in and to the leasehold estate in the real estate described
      in Schedule B and created by certain lease agreement(s) (individually and
      collectively the "Third Party Lease") relating to the referenced Branches
      (the "Leased Real Estate"), specifically identified by lease, parties,
      term, street address, legal description, and tax parcel numbers in
      Schedule B;

            (c) Furniture and Equipment. All of Seller's right, title, and
      interest in and to the furniture, fixtures, supplies, and equipment
      located and used at the Branches as of the Effective Date (the "Fixed
      Assets"), a listing of which is contained in Schedule C, specifically
      excluding, among other items, signs and stands, printed supplies and
      documents and other materials solely bearing Seller's name and/or logo
      (but not excluding signs and stands, printed supplies, and documents, and
      other materials bearing the name "The Emerald Coast Bank", its logo or any
      derivation thereof), and proprietary software;

            (d) Safe Deposit Business. All of Seller's right, title and interest
      in and to the safe deposit business (subject to the allocation of safe
      deposit rental payments as provided in Section 1.03(c)(ii) hereof)
      conducted at the Branches as of the close of business on the Closing Date;

            (e) Cash on Hand. All cash on hand at the Branches as of the close
      of business on the Closing Date including vault cash, petty cash, ATM cash
      and tellers' cash;

            (f) Other Assets. Any other assets (including, but not limited to,
      any prepaid expenses), excluding other real estate owned ("ORE"), recorded
      or otherwise reflected on the books of Seller as being attributable to the
      Branches as of the close of business on the day immediately preceding the
      Closing Date, a listing of which is contained in Schedule D but only to
      the extent attributable to the Assets sold, assigned or transferred to
      Buyer by Seller pursuant to this Agreement and only to the extent arising
      by reason of Buyer's use or ownership of such Assets after the close of
      business on the Closing Date;

            (g) Branch Loans. Except for the loans listed in Schedule E and any
      loans refused or rejected by Buyer at Closing (the "Non-Branch Loans"),
      all of Seller's right, title and interest in and to all those loans which,
      as of the close of business on the Closing Date, are (i) secured in whole
      or in part by Deposit Accounts (as hereinafter defined) attributable or
      assigned to a Branch (the "Deposit Account Loans"), (ii) commercial or
      other loans attributable to a Branch and including the REIT loans (as
      defined in Section 2.01(i)) (the "Other Loans"), or (iii) automatically
      created as the result of an overdraft of


                                      - 2 -
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      a Deposit Account pursuant to a pre-applied overdraft protection program
      offered by Seller (the "Overdraft Loans"). The Deposit Account Loans,
      Other Loans, and Overdraft Loans sold and assigned to Buyer hereunder will
      be listed in Schedule F which will be updated as of the Closing Date
      (hereinafter referred to individually and collectively as the "Branch
      Loans"). Except as otherwise expressly provided herein, the transfer of
      the Branch Loans will be made without recourse, without any
      representation, warranty, or guarantee of any kind, express or implied,
      and without the allowance or reserve for loan losses reserved by Seller as
      of the Effective Date;

            (h) Records of the Branches. All records, paper or electronic media,
      files, correspondence, and collateral documents related to the Transferred
      Employees (as hereinafter defined), Assets transferred, or liabilities
      assumed by Buyer as may exist and are available and maintained by the
      Seller (in whatever form or medium then maintained by Seller) including,
      notes, documents, and instruments evidencing the liens relating to the
      Branch Loans;

            (i) Contracts or Agreements. All of Seller's right, title and
      interest in and to the maintenance and service agreements, including
      software licenses or other rights of use, related to the Branches, as
      listed on Schedule G (the "Assumed Contracts");

            (j) Intellectual Property. All of Seller's right, title, and
      interest in and to the names "The Emerald Coast Bank," "Emerald Coast
      Bank," and "Emerald Coast," or any derivative thereof;

            (k) Insurance Services. All of Seller's right, title, and interest
      in and to Seller's insurance services business conducted at the Branches,
      including all records, documents, supplies, contracts, customer lists and
      records, and other items relating to the insurance customers residing in
      Okaloosa, Walton, and Bay Counties, Florida, except for insurance
      customers of Seller's Mexico Beach branch and residing in the area set
      forth in Section 8.05(a); and

            (l) Other Branch Services. All of Seller's right, title, and
      interest in and to all of Seller's other services or businesses provided
      by, or related to, the Branches, which services are listed on Schedule H.

      1.03 Acceptance and Assumption. Subject to the terms and conditions of
      this Agreement, on the Closing Date Buyer shall:

            (a) Assets. Receive and accept all of the Assets assigned,
      transferred, conveyed and delivered to Buyer by Seller pursuant to this
      Agreement, including those identified in Section 1.02 above.

            (b) Deposit Liabilities. Assume and thereafter discharge, pay in
      full and perform all of Seller's obligations and duties relating to the
      "Deposit Liabilities" (as hereinafter defined). The term "Deposit
      Liabilities" is defined herein as all of Seller's obligations, duties and
      liabilities of every type and character relating to all deposit


                                      - 3 -
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      accounts which, as reflected on the books of Seller as of the close of
      business on the Closing Date, are attributable to the Branches, other than
      deposit accounts securing any loan of Seller which is not a Branch Loan,
      for which Buyer assumes no liability. The deposit accounts referred to in
      the immediately preceding sentence (herein the "Deposit Accounts")
      include, without limitation, savings, checking, money market, and NOW
      accounts, individual retirement accounts ("IRA's"), and certificates of
      deposit. The "obligations, duties and liabilities" referred to in the
      immediately preceding sentence include, without limitation, the obligation
      to pay and otherwise process all Deposit Accounts in accordance with
      applicable law and their respective contractual terms and the duty to
      supply all applicable reporting forms for periods following the Closing
      Date and to be filed or reported after the Closing Date including, without
      limitation, IRS reporting, reports relating to the Deposit Accounts and
      interest accrued after the Closing Date. With regard to each IRA included
      within the Deposit Accounts, Buyer shall also assume the appropriate plan
      pertaining thereto and the trustee or custodial arrangement in connection
      therewith.

            (c) Liabilities Under Leases/Safe Deposit Business. Assume and
      thereafter fully and timely perform and discharge, in accordance with
      their respective terms, all of the liabilities and obligations of Seller
      arising after the Closing Date with respect to:

                  (i) all leases listed on Schedules B and I (including safe
            deposit leases if any) and sold, assigned or transferred to Buyer by
            Seller pursuant to this Agreement;

                  (ii) the safe deposit business of the Branches, subject to the
            allocation of the prepaid rents, which allocation shall be satisfied
            in full by Seller paying to Buyer, in the manner specified in
            Section 6.04 hereof, the amount of rental payment received by Seller
            for each such safe deposit box attributable to and prorated to
            reflect the period from and after the Closing Date, subject to the
            provisions of the applicable leases or other agreements relating to
            the safe deposit boxes; and

                  (iii) all safekeeping items and agreements listed on Schedule
            I and delivered to Buyer by Seller pursuant to this Agreement,
            including, but not limited to, all applicable safekeeping
            agreements, memoranda, or receipts so delivered to Buyer by Seller
            hereunder.

            (d) Other Liabilities. Fully and timely perform and discharge, as
      the same may be or become due, the Assumed Contracts, the Third Party
      Leases for the Leased Real Estate, and all additional liabilities,
      obligations (including any letters of credit), and accrued expenses of
      Seller as of the date of this Agreement, which are reflected on the books
      of Seller as being attributable to a Branch as of the close of business on
      the Closing Date but only to the extent attributable to the Assets sold,
      assigned, or transferred to Buyer by Seller pursuant to this Agreement and
      only to the extent arising by reason of Buyer's use or ownership of such
      Assets after the close of business on the Closing Date. The parties
      acknowledge and agree that Buyer shall not assume any of such liabilities
      that


                                      - 4 -
<PAGE>
      are not accrued and reflected on the books of Seller on the Closing Date.
      No additional material liabilities and obligations of Seller incurred
      subsequent to the date of this Agreement shall be assumed by Buyer unless
      the prior written consent of Buyer has been obtained prior to the
      incursion of the material liability or obligation by Seller.

            (e) Other Obligations. Fully and timely perform its obligations
      relative to employees of the Branches as set forth hereinafter.

            (f) Liabilities. The Deposit Liabilities, Liabilities Under
      Leases/Safe Deposit Business, and Other Liabilities are sometimes
      hereinafter referred to collectively as the "Liabilities."

      1.04 Payment of Funds. Subject to the terms and conditions hereof, at the
      Closing:

            (a) Consideration. In consideration of Buyer's assumption of the
      Deposit Liabilities and its other agreements herein, Seller shall make
      available and transfer to Buyer, in the manner specified in Section 6.04
      hereof, funds equal to the aggregate balance of all Deposit Accounts
      (including interest posted or accrued to such accounts as of the close of
      business on the day immediately preceding the Closing Date) plus the
      accrued expenses identified in Section 1.03(d) hereof prorated as of the
      close of business on the day preceding the Closing Date, less an amount
      equal to the sum of:

                  (i) the amount of cash on hand at the Branches transferred to
            Buyer as of the close of business on the Closing Date; and

                  (ii) the net aggregate book value of the Branches, valued as
            of the last day of the month ending immediately prior to the month
            in which the Closing Date occurs; and

                  (iii) the net aggregate book value of the furniture, fixtures
            and equipment being transferred to Buyer, valued as of the last day
            of the month ending immediately prior to the month in which the
            Closing Date occurs; and

                  (iv) a premium of $46.8 million in cash over the aggregate
            balance of the Deposit Liabilities at the close of business on the
            Closing Date and is hereinafter called the ("Acquisition
            Consideration") and

                  (v) the amount of other assets described in Section 1.02(f) of
            this Agreement, prorated as of the close of business on the day
            immediately preceding the Closing Date; and

                  (vi) the net aggregate book value of the Branch Loans together
            with accrued and unpaid interest thereon computed as of the close of
            business on the Closing Date. For the purposes of this Agreement,
            "net aggregate book value of the Branch Loans" shall be deemed to
            mean the book value of the Branch Loans


                                      - 5 -
<PAGE>
            on the Closing Date less a discount for such Branch Loans in the
            aggregate amount of $9,159.00.

                  If the sum of items (i) through (vi) above exceeds the
            aggregate amount to be transferred by Seller pursuant to the first
            paragraph of this Section 1.04(a), the full amount of such excess
            shall constitute an amount due from Buyer to Seller, and shall be
            paid to Seller at the Closing in the manner specified in Section
            6.04 hereof. The parties shall execute a preliminary settlement
            statement at the Closing and a final settlement statement
            post-Closing in accordance with Section 6.04 herein.

            (b) Reimbursement and Proration of Certain Expenses. All other
      expenses (i) due and payable at times after the Closing Date for periods
      prior to the close of business on the Closing Date, or (ii) paid prior to
      the close of business on the Closing Date for periods following the
      Closing Date, including the prepaid expenses described in Section 1.02(f)
      hereof and accrued expenses described in Section 1.03(d) hereof, including
      without limitation, real estate taxes and assessments which are a lien but
      not yet due and payable, utility payments, payments due on leases
      assigned, payments due on assigned service and maintenance contracts, and
      similar expenses relating to the Branches shall be prorated between Seller
      and Buyer as of the close of business on the day immediately preceding the
      Closing Date, provided, however, that all real estate taxes and
      assessments, and to the extent payable by Seller and/or Buyer, shall be
      prorated at the Closing on the basis of the most recently certified real
      estate taxes and assessments, and all utility payments and lease payments
      shall be prorated on the basis of the best information available at
      Closing. Any security deposits relating to the Leased Real Estate shall be
      credited to the Seller at Closing. With respect to premiums paid to the
      FDIC for deposit insurance for the Deposit Liabilities, the proration of
      FDIC deposit insurance premiums will be based on the amount of the Deposit
      Liabilities as of the close of business on the Closing Date and the number
      of days during any period for which Seller has prepaid premiums to the
      FDIC but during which Buyer has held or will hold the Deposit Liabilities.
      For prorations, if any, which cannot be reasonably calculated as of the
      Closing, a post-Closing adjustment shall be made in the manner specified
      in Section 6.04 hereof.

            (c) Expenses Relating to Real Property and Other Assets. The costs,
      fees and expenses relating to the premiums, including any endorsements for
      extended coverage, for all title insurance policies, recording costs, and
      other similar costs, fees and expenses, if any, relating to the sale and
      transfer of the Owned Real Estate or the transfer of Seller's interest in
      the Leased Real Estate including, but not limited to, any conveyance fees,
      taxes, recording costs, and other similar fees and expenses relating to
      the sale and transfer of any other Assets, shall be allocated to, and
      shall be borne, solely and exclusively, by Buyer.


                                      - 6 -
<PAGE>
                                   ARTICLE II

                     CONDUCT OF THE PARTIES PRIOR TO CLOSING

      2.01 Covenants of Seller. Seller hereby covenants to Buyer that, from the
date hereof until the Closing, it will do or cause the following to occur:

            (a) Operation of the Branches. Seller shall continue to operate the
      Branches in a manner substantially equivalent to that manner and system of
      operation employed immediately prior to the Effective Date; provided,
      however, as set forth in Section 7.02(e) herein, it is contemplated by the
      parties that, prior to Closing, Seller will terminate certain programs
      which are currently in effect which allow depositors to access Deposit
      Accounts through electronic means.

            Notwithstanding the foregoing and except as may be required to
      obtain the required authorizations referred to in Section 2.03 of this
      Agreement, between the Effective Date of this Agreement and the Closing
      Date, and except as may be otherwise required by a regulatory authority,
      Seller shall not, without the prior written consent of Buyer:

                  (i) cause any Branch to engage or participate in any
            transaction or incur or sustain any obligation which, in the
            aggregate, is material to its business, condition, or operations
            except in the ordinary course of business;

                  (ii) cause any Branch to transfer to Seller's other operations
            or to any third party any material amount of Assets, except for (a)
            supplies, if any, which have unique function in the business of
            Seller and its affiliates and ordinarily would not be useful to
            Buyer, (b) cash and other normal intrabank transfers which may be
            transferred in the ordinary course of business in accordance with
            normal banking practices, and (c) signs, or those parts thereof
            bearing the Seller's name and/or logo;

                  (iii) cause any Branch to transfer to Seller's other
            operations any deposits other than deposits securing loans made by
            Seller which are not Branch Loans, except in the ordinary course of
            business at the unsolicited request of depositors; or cause any of
            Seller's other operations to transfer to any Branch any deposits,
            except in the ordinary course of business at the unsolicited request
            of depositors; provided, however, that Seller shall be permitted to
            make such transfers of any deposits to or from any Branch as are in
            the normal course of business and do not violate the foregoing
            restrictions;

                  (iv) invest in any Fixed Assets on behalf of any Branch,
            except for commitments made on or before the Effective Date of this
            Agreement which (a)


                                      - 7 -
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            are disclosed to Buyer on Schedule C and Schedule G, and (b) for
            replacements of furniture, furnishings and equipment and normal
            maintenance and refurbishing purchased or made in the ordinary
            course of Branch business in an aggregate amount not to exceed
            $25,000;

                  (v) enter into or amend any continuing contract (other than
            Deposit Liabilities, Branch Loans, and Safe Deposit agreements)
            relating to any Branch, which cannot be terminated without cause and
            without payment of any amounts as a penalty, bonus, premium, or
            other compensation for termination, or which is not made in the
            ordinary course of Branch business;

                  (vi) hire, transfer, reassign, or terminate (except for cause)
            any employee of any Branch, increase the compensation of any
            employee of any Branch, or promote any of the employees of any
            Branch; or

                  (vii) offer any promotional rates on deposits at any Branch.

            (b) Title Commitments for Real Estate. Seller shall deliver to
      Buyer, at Seller's sole expense, with respect to the Owned Real Estate and
      Leased Real Estate, no later than thirty (30) days after the Effective
      Date, a commitment or commitments (the "Title Commitments") having an
      effective date as near as feasible to the date of delivery of such Title
      Commitments from a title insurance company authorized to do business in
      Florida, designated by Seller, and reasonably satisfactory to Buyer, to
      issue to Buyer as soon as practicable after the Closing Date, as
      applicable, American Land Title Association (ALTA) owners (Form B, August
      1993 Rev) and/or leasehold title insurance (October 1992 Form) policies
      having an effective date as of the Closing Date in amounts reasonably
      satisfactory to Buyer, all subject to the exceptions specified in the
      Title Commitments (the "Permitted Exceptions"). If title to all or part of
      the Owned Real Estate or Leased Real Estate is unmarketable or is subject
      to any defect, lien, encumbrance, easement, condition, restriction, or
      encroachment other than the Permitted Exceptions as defined in Section
      10.08(d) herein, then Buyer shall provide written notice thereof to Seller
      within ten (10) days of receipt of the Title Commitments. Seller shall
      have thirty (30) days after written notice thereof from Buyer, to remedy
      or remove any such defect, lien, encumbrance, easement, condition,
      restriction, or encroachment. If such defect or encumbrance or other
      matter is not cured, then, in addition to any other rights which Buyer may
      have hereunder, Buyer shall have the right with respect to the relevant
      Branch (but not as to any other Branch): at Buyer's option, (i) to lease
      the Branch from Seller on the same basis described in Section 7.05(c)
      herein; (ii) negotiate, at Seller's sole cost and expense, with the title
      company for certain endorsements to the standard insurance coverage to
      address any such defects or encumbrances; or (iii) to waive any objection
      to such defect or encumbrance or other matter in which event such defect,
      encumbrance, or other matter shall be deemed to be a Permitted Exception.
      The Owned Real Estate will be sold by Seller to Buyer free and clear of
      all liens, claims, encumbrances and rights of tenants in possession
      created by Seller, except for the Permitted Exceptions, with statutory
      warranty of title (a "Warranty Deed"), and subject to the Permitted
      Exceptions. Seller also shall execute and deliver to Buyer at the time of


                                      - 8 -
<PAGE>
      Closing such affidavits and other instruments, if any, as the title
      insurance company issuing the Title Commitments may reasonably require to
      delete the standard exceptions appearing as "Schedule B" items in a
      standard ALTA owners or leasehold owners title insurance policy. Seller
      shall also execute and deliver a FIRPTA affidavit at Closing. Within
      thirty (30) days after the Effective Date Seller shall obtain duly
      certified surveys for the Owned and Leased Real Estate with a metes and
      bounds legal description, depicting all easements, rights-of-way, set-back
      lines, and any encumbrances appearing on the Title Commitment. The cost of
      such surveys shall be borne by Seller. The legal descriptions contained in
      the surveys shall be used in the Warranty Deeds to convey the Owned Real
      Estate and for title insurance for both the Owned and Leased Real Estate.
      Seller shall promptly furnish copies of the surveys to Buyer and the title
      companies.

            (c) Required Authorizations. Seller shall obtain and procure all
      necessary internal corporate approvals and authorizations, if any,
      required by Seller to enable it to fully perform all obligations imposed
      on it hereunder which must be performed by it at or prior to the Closing.

            (d) Creation of Liens and Encumbrances. With respect to the Owned
      Real Estate, Seller shall not create or allow any liens, imperfections in
      title, charges, easements, restrictions or encumbrances other than the
      Permitted Exceptions.

            (e) Condemnation. If prior to Closing all or any portion of the
      Owned Real Estate or Leased Real Estate is taken or is made subject to
      eminent domain or other governmental acquisition proceedings, then Seller
      shall promptly notify Buyer thereof, and Buyer may either complete the
      Closing and receive the proceeds paid or payable on account of such
      acquisition proceedings, or terminate this Agreement as to such parcel of
      Owned Real Estate or Leased Real Estate. If Buyer terminates this
      Agreement as to a particular Branch location, Buyer shall still purchase
      the Assets (except for the Fixed Assets) and assume the Liabilities
      related to such Branch, and Seller shall be entitled to receive the
      proceeds paid or payable on account of such taking.

            (f) Insurance Proceeds. Seller shall maintain adequate insurance on
      all the Assets consisting of Owned Real Estate, Leased Real Estate, and
      Fixed Assets. In the event of any damage, destruction or condemnation
      affecting such Assets between the Effective Date and the time of the
      Closing, Seller shall deliver to Buyer any insurance proceeds and other
      payments, to the extent of the applicable amount set forth in Section
      l.04(a)(ii) or (iii) hereof with respect to Owned Real Estate and the
      replacement cost with respect to the Fixed Assets, as the case may be,
      received (or with respect to insurance proceeds, which would be received
      assuming Seller's insurance policy had no deductible) by Seller as a
      result thereof unless, in the case of damage or destruction, Seller has
      repaired or replaced the damaged or destroyed property.

            (g) IRA Accounts. Not later than thirty (30) days prior to the
      expected Closing Date, Seller shall, at Seller's expense, mail notice of
      Seller's resignation as custodian and the appointment of Buyer as the
      successor custodian, effective upon Closing, of each IRA maintained at the
      Branches. The notice shall include such other


                                      - 9 -
<PAGE>
      information that is mutually agreed upon by Seller and Buyer. In the event
      Seller and Buyer agree that the aforementioned notice to Seller's IRA
      customers shall be a joint notice of Seller and Buyer, then Seller and
      Buyer shall share the expenses of mailing the joint notice.

            (h) Assignment of Leases. Seller shall use its commercially
      reasonable efforts to obtain any written consent of any such landlord as
      shall be necessary for the effective assignment of the Third Party Lease
      and assumption thereof by Buyer as of the Closing Date. If such necessary
      consent to assignment is not obtained or other arrangements satisfactory
      to Buyer made by the Closing Date, Buyer may, at its sole option,
      terminate its duties and obligations under this Agreement as to such
      Branch and purchase the Assets (excluding the Fixed Assets) and
      Liabilities of the Branch.

            (i) REIT Loans. Approximately $50.8 million of the Branch Loans are
      loans of the Seller's affiliate, TBC Real Estate Investment Company (the
      "REIT Loans"). At the Closing Seller shall cause the REIT Loans to be
      transferred and endorsed directly to Buyer.

            (j) Current Information. During the period from the Effective Date
      to the Closing Date, Seller will cause one or more of its designated
      representatives to confer on a regular and frequent basis with
      representatives of Buyer and to report the general status of the ongoing
      operations of the Branches. In addition, separate reporting on matters
      involving the loan portfolio of the Branches will occur monthly and will
      include, but not be limited to: (i) all Emerald Coast board reports; (ii)
      new and renewed loan reports; (iii) month-end delinquency/past due
      reports; (iv) month-end loan extensions; (v) loan policy exceptions, loan
      documentation/collateral exceptions, and financial statement exceptions;
      (vi) watch list reports (all special mention, substandard, doubtful and
      loss loans); (vii) all written communications/officer memoranda concerning
      problem loan accounts greater than $100,000; (viii) notification and
      written details involving new loan products and/or loan programs; (ix)
      loan presentations/approval packages for new and/or renewed loans, lines
      of credit or commitments of $250,000 or more; (x) all loan review
      statistical/analysis reports and any loan review reports; (xi)
      reconciliation of allowance for loan and lease losses to include gross
      chargeoffs, recoveries and net chargeoffs; (xii) written explanation of
      any gross chargeoffs greater than $50,000; (xiii) written analysis of
      adequacy of allowance for loan and lease losses; and (xiv) such other
      information regarding specific loans, the loan portfolio, and management
      of the loan portfolio as may be requested. Seller will promptly notify
      Buyer of any material change in the normal course of its business or in
      the operation of its properties at the Branches.

            (k) Governmental Communications. Seller shall promptly notify Buyer
      of the receipt by Seller, and to the extent permitted by law and this
      Agreement provide Buyer with, a copy of any communication, document,
      report or supervisory action received from or imposed by any governmental
      or regulatory body, agency or official having jurisdiction over the Seller
      that may adversely affect the transactions contemplated by this Agreement
      or may cause a material adverse change on the business or operations of
      the Branches.


                                     - 10 -
<PAGE>
            (l) Emerald Coast Financial Management, Inc. Seller agrees that, (i)
      at or prior to the Closing, Seller shall change the name of Seller's
      financial management services subsidiary known as "Emerald Coast Financial
      Management, Inc." to a name that does not include the name "Emerald
      Coast," and (ii) following the Closing Date the business activities of
      such entity shall be subject to the terms and provisions of Section 8.05
      herein;

            (m) Branch Construction Contract. Seller agrees that, upon the
      request of the Buyer, it will cause to be amended, at the sole cost and
      expense of Buyer, that certain agreement for the construction of a new
      branch facility at Jenks Avenue and 19th Street in Panama City, Florida,
      which agreement is dated May 9, 2003, between Seller and Edgewater General
      Contractors, Inc.

            (n) Sumrall Agreement. Seller agrees that on or before the Closing
      Date it shall, at no cost or expense to Buyer, cause that certain
      agreement dated July 25, 2001, between Seller and John D. Sumrall to be
      terminated in writing and Buyer expressly released from any liability
      therefrom.

            (o) Access to Properties and Records. Seller shall provide Buyer and
      its authorized representatives full access to perform due diligence
      reviews during normal business hours and under reasonable circumstances to
      any and all of its premises, properties, contracts, commitments, books,
      records, documents of title, and other information relating to the
      Branches, and shall cause its officers to furnish any and all financial,
      technical, and operating data and other information pertaining to its
      business at the Branches as Buyer shall from time to time reasonably
      request. No investigation by Buyer shall affect the representations and
      warranties of Seller.

            (p) Mediation Settlement Agreement. Seller is a party to a certain
      Mediation Settlement Agreement dated April 29, 2003 with the State of
      Florida Department of Transportation (the "Settlement Agreement").
      Pursuant to the terms of the Settlement Agreement, as settlement for the
      DOT's taking on Seller's Parcels 100 and 711, Seller will either (i)
      receive all of the DOT's interest in Parcel 101 or (ii) receive $401,200
      in cash. In connection with the Settlement Agreement Seller agrees that:
      (i) Seller hereby assigns to Buyer as of the Effective Date the Settlement
      Agreement and all of Seller's rights thereunder, and Seller will take any
      and all actions necessary to perfect such assignment; (ii) Buyer shall
      have the sole discretion to determine the suitability of the remainder of
      Parcels 100 and 101 for a branch location, and Seller shall cooperate and
      assist Buyer in securing this location; (iii) in the event Buyer
      determines that the remainder of Parcels 100 and 101 is not suitable for a
      branch and the property is completely condemned by DOT, Seller shall
      receive the appraised value of the Parcels in accordance with the terms of
      the Settlement Agreement; and (iv) in the event this Agreement is
      terminated by either party for a reason set forth in Sections 9.02 or
      9.03, then Buyer will reassign the Settlement Agreement and all of its
      rights thereunder immediately following termination of this Agreement.


                                     - 11 -
<PAGE>
            (q) Emerald Coast Bank Status. As of the Effective Date, Emerald
      Coast Bank appears as an inactive Florida corporation on the records of
      the Florida Secretary of State. Seller covenants that on or prior to
      Closing it will take all commercially reasonable steps correct the records
      of the Florida Secretary of State to reflect the fact that Emerald Coast
      Bank was merged out of existence when it was merged with Seller, and upon
      request will provide Buyer with any documents or information necessary for
      Buyer to satisfy itself that the aforementioned merger took place in
      compliance with all relevant legal requirements.

      2.02 Covenants of Buyer. Buyer hereby covenants to Seller that, from the
date hereof until the Closing, it will do or cause the following to occur:

            (a) Regulatory Applications. Buyer shall promptly prepare and submit
      for filing any and all applications, filings, and registrations with, and
      notifications to, all federal and state authorities required on the part
      of Buyer or any shareholder or affiliate of Buyer for the Acquisition to
      be consummated at the Closing as contemplated in Section 6.01 herein and
      for Buyer to operate the Branches following the Closing. Thereafter, Buyer
      shall pursue all such applications, filings, registrations, and
      notifications diligently and in good faith, and shall file such
      supplements, amendments, and additional information in connection
      therewith as may be reasonably necessary for the Acquisition to be
      consummated at Closing and for Buyer to operate the Branches following the
      Closing. Buyer shall deliver to Seller copies of each and all of such
      applications, filings, registrations and notifications (except for any
      confidential portions thereof), and any supplement, amendment or item of
      additional information in connection therewith (except for any
      confidential portions thereof). Buyer shall also deliver to Seller a copy
      of each material notice, order, opinion and other item of correspondence
      received by Buyer from such federal and state authorities (except for any
      confidential portions thereof) and shall advise Seller, at Seller's
      request, of developments and progress with respect to such matters.

            (b) Required Authorizations. Buyer shall obtain and procure all
      necessary corporate and other approvals and authorizations, if any,
      required on its part to enable it to fully perform all obligations imposed
      on it hereunder which must be performed by it at or prior to the Closing.

            (c) Satisfaction of Conditions. Buyer shall not voluntarily
      undertake any course of action inconsistent with the satisfaction of the
      requirements or the conditions applicable to it, or its agreements,
      understandings, obligations, or covenants set forth in this Agreement, and
      it shall promptly do all such reasonable acts and take all such reasonable
      measures as may be appropriate to enable it to perform the agreements,
      undertakings, obligations, and covenants herein provided to be performed
      by it, and to enable the conditions precedent to Seller's obligations to
      consummate the Closing to be fully satisfied.

            (d) Cooperation Regarding Leased Real Estate. Buyer shall, at
      Seller's request in connection with Seller's obtaining the consents
      specified in Section 2.01(h), advise, in


                                     - 12 -
<PAGE>
      writing, the lessor of Leased Real Estate, of Buyer's intent to assume and
      comply with the terms of the Third Party Lease (as to matters arising from
      and after the Closing Date).

            (e) Performance. Buyer shall, at Buyer's expense, take such actions
      as may be necessary in order for Buyer to perform timely hereunder,
      including all necessary data processing and operational actions as may be
      appropriate.

      2.03 Covenants of All Parties. Seller hereby covenants to Buyer, and Buyer
hereby covenants to Seller that, from the date hereof until the Closing, such
party shall act and deal in good faith, cooperate fully with the other party and
use its commercially reasonable efforts in attempting to obtain all consents,
approvals, permits, or authorizations which are required to be obtained pursuant
to any federal or state law, or any federal or state regulation thereunder, for
or in connection with the transactions described, contemplated, arising from or
related to this Agreement.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      3.01 Representations and Warranties of Seller. Seller represents and
warrants to Buyer as follows:

            (a) Good Standing and Power of Seller. Seller is an Alabama banking
      corporation duly organized, validly existing, and in good standing under
      the laws of the State of Alabama with corporate power to own its
      properties and to carry on its business as presently conducted. Seller is
      an insured bank as defined in the Federal Deposit Insurance Act and
      applicable regulations thereunder.

            (b) Authorization of Agreement. The execution and delivery of this
      Agreement, and the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action on the part of Seller, and
      this Agreement is a valid and binding obligation of Seller.

            (c) Effective Agreement. Subject to the receipt of any and all
      necessary regulatory approvals and required consents, the execution,
      delivery, and performance of this Agreement by Seller and the consummation
      of the transactions contemplated hereby, will not conflict with, result in
      the breach of, constitute a violation or default, result in the
      acceleration of payment or other obligations, or create a lien, charge or
      encumbrance, under any of the provisions of the Articles of Incorporation
      or Bylaws of Seller, under any judgment, decree or order, under any law,
      rule, or regulation of any government or agency thereof, or under any
      material contract, material agreement or material instrument to which
      Seller is subject, where such conflict, breach, violation, default,
      acceleration or lien would have a material adverse effect on the Assets or
      Seller's ability to perform its obligations hereunder.


                                     - 13 -
<PAGE>
            (d) Title to Real Estate And Other Assets. Except for the Owned Real
      Estate and Leased Real Estate, Seller is the sole owner of each of the
      Assets free and clear of any mortgage, lien, encumbrance or restrictions
      of any kind or nature. As to the Owned Real Estate, Seller is sole owner
      of such Owned Real Estate, free and clear of all liens, claims,
      encumbrances and rights of tenants in possession except for the Permitted
      Exceptions. Seller has a valid leasehold interest in the Leased Real
      Estate pursuant, and subject to, the Third Party Lease and has the use of
      the Leased Real Estate pursuant to the Third Party Lease.

            (e) Zoning Variations. As of the Effective Date, Seller has no
      knowledge of the receipt of, or contemplation of any intent to provide,
      Seller with any written notice from any governmental authority of any
      material uncorrected violations of zoning and/or building codes relating
      to the Owned Real Estate or Leased Real Estate.

            (f) Condemnation Proceedings. Except for the proceedings relating to
      the Owned Real Estate referred to in Section 2.01(p), Seller has received
      no written notice of any pending or threatened, nor is it aware of any
      contemplated, condemnation proceeding affecting or relating to the Owned
      Real Estate or the Branches.

            (g) Taxes. All federal, state and local payroll, withholding,
      property, sales, use and transfer taxes, if any, which are due and payable
      by Seller relating to the Branches prior to the date of Closing shall be
      paid in full as of the Closing Date or Seller shall have made appropriate
      provision for such payment in accordance with ordinary business practices.
      Any claims for refunds of taxes which have been paid by Seller shall
      remain the property of Seller.

            (h) Operations Lawful. To the knowledge of Seller, the conduct of
      banking business at the Branches is in compliance in all material respects
      with all federal, state, county and municipal laws, ordinances and
      regulations applicable to conduct of such business.

            (i) Third-Party Claims. There are no actions, suits or proceedings,
      pending or, to Seller's knowledge, threatened against or affecting Seller
      which, if determined adversely to Seller, could have a material adverse
      effect on the aggregate value of the banking business and Assets of the
      Branches.

            (j) Insurance. Seller maintains such insurance on the Branches and
      the Fixed Assets to be purchased by or assigned to Buyer as is customary
      in the business of banking.

            (k) Labor Relations. No employee located at any of the Branches is
      represented, for purposes of collective bargaining, by a labor
      organization of any type. Seller has no knowledge of any efforts during
      the past three years to unionize or organize any employees at any Branch.
      No claim related to, or brought by, any employee at the Branches under any
      applicable federal, state, or local employment-related law, order,
      ordinance or regulation, no unfair labor practice, discrimination or
      wage-and-hour claim


                                     - 14 -
<PAGE>
      is pending or, to the best of Seller's knowledge, threatened against or
      with respect to Seller.

            (l) Employment Contracts. Set forth on Schedule K is a list of all
      contracts, written or oral, between Seller, and its employees located at
      the Branches. Schedule K shall also contain each Branch employee's name,
      date of hire, years of service, current compensation and similar benefits
      as of the Effective Date.

            (m) Compliance With Laws. Seller:

                  (i) is in material compliance with all applicable federal,
      state, local and foreign statutes, laws, regulations, ordinances, rules,
      judgments, orders or decrees applicable thereto or to the employees
      conducting such businesses, including, without limitation, the Equal
      Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment
      Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, and all other
      applicable fair lending laws and other laws relating to discriminatory
      business practices;

                  (ii) has all permits, licenses, authorizations, orders and
      approvals of, and has made all filings, applications and registrations
      with, all Governmental Authorities that are required in order to permit
      them to own or lease their properties and to conduct their businesses as
      presently conducted; all such permits, licenses, certificates of
      authority, orders and approvals are in full force and effect and, to the
      Seller's knowledge, no suspension or cancellation of any of them is
      threatened; and

                  (iii) has received, since December 31, 2000, no notification
      or communication from any governmental authority (A) asserting that the
      Seller is not in compliance with any of the statutes, regulations or
      ordinances which such governmental authority enforces; or (B) threatening
      to revoke any license, franchise, permit or governmental authorization
      (nor, to the Seller's knowledge, do any grounds for any of the foregoing
      exist).

            (n) Environmental.

                  (i) Seller is in compliance with all applicable Environmental
      Laws (as defined in Section 7.05(g)); (ii) to the best of Seller's
      knowledge no real property (including buildings or other structures)
      related to the Branches, or any property in which the Seller has held a
      security interest for the Branch Loans, ("Seller Loan Property"), has been
      contaminated with, or has had any release of, any Hazardous Substance (as
      defined in Section 7.05(i)) except in compliance with Environmental Laws;
      (iii) to the best of Seller's knowledge, the Seller could not be deemed
      the owner or operator of, or be deemed to have participated in the
      management of Hazardous Substances of, any Seller Loan Property which has
      been contaminated with, or has had any release of, any Hazardous Substance
      except in compliance with Environmental Laws; (iv) to the best of Seller's
      knowledge, the Seller does not have any liability for any Hazardous
      Substance disposal or contamination on any third party property related to
      the Branches; (v) the


                                     - 15 -
<PAGE>
      Seller has not received any notice, demand letter, claim or request for
      information alleging any violation of, or liability under, any
      Environmental Law; (vi) the Seller is not subject to any order, decree,
      injunction or other agreement with any governmental authority or any third
      party relating to any Environmental Law; (vii) to the best of Seller's
      knowledge, there are no circumstances or conditions involving the Branches
      or any Seller Loan Property, that could reasonably be expected to result
      in any claims, liability or investigations against the Seller, result in
      any restrictions on the ownership, use, or transfer of the Branches
      pursuant to any Environmental Law, or adversely affect the value of any
      Seller Loan Property; and (viii) the Seller has disclosed in Section
      3.03(n) of the Disclosure Schedule and provided a copy to Buyer of all
      environmental reports, studies, sampling data, correspondence and filings
      in its possession or reasonably available to it relating to the Branches
      and any Seller Loan Property.

            (o) Access to Real Estate. To the knowledge of Seller, no fact or
      condition exists which would result in the termination or impairment of
      access to the Owned Real Estate from adjoining public or private streets
      or ways or which could result in discontinuation of necessary sewer,
      water, electric, gas, telephone, or other utilities or services and
      sewage, sanitation, plumbing, refuse disposal, and all of such utilities
      servicing the Owned Real Estate are in full compliance with applicable
      governmental regulations.

            (p) Mechanic's Liens. Seller has paid or will pay in full all bills
      and invoices for labor and material of any kind arising from the
      ownership, operation, management, repair, maintenance, or leasing as
      tenant of the Owned Real Estate and the Leased Real Estate, and no actual
      or potential (other than in the ordinary course of business) mechanic's
      lien or other claims are outstanding or available to any party in
      connection with the ownership, operation, management, repair, maintenance,
      or leasing as tenant of said properties.

            (q) Deposits. Attached as Schedule J is a true and accurate schedule
      of all Deposit Accounts (including IRAs) of the Branches, prepared as of
      May 31, 2003, listing by Branch and by category the account holder,
      account number, social security or employer identification number of the
      holder, deposit balance and the interest rates and maturity dates
      associated with such deposits.

            (r) Branch Loans. Attached as Schedule F is a true and accurate
      schedule of all Branch Loans, including the REIT Loans, any letters of
      credit and loan commitments attributable to the Branches with accrued and
      unpaid interest thereon, computed as of May 31, 2003, which schedule shall
      identify the loan number, date, borrower name, loan amount, interest rate,
      loan balance, social security or employer identification number of the
      borrower and type of loan.

            (s) Status of Branch Loans. With respect to each Branch Loan
      purchased hereunder: the loan is a valid loan, except for existing
      participation loans disclosed to Buyer prior to the date hereof; Seller is
      the sole owner of each loan; the loan is not pledged or encumbered; the
      principal balance of the loan as shown on the Seller's books


                                     - 16 -
<PAGE>
      and records is true and correct as of the last date shown thereon; to the
      best of Seller's knowledge, all purported signatures on and executions of
      any document in connection with such loan are genuine; to the best of
      Seller's knowledge all loan documentation has been actually signed or
      executed by all necessary parties; Seller has custody of all documents in
      either paper or electronic form related to such loan; each loan was made
      and has been serviced in compliance with all applicable laws, rules and
      regulations and except as provided in Section 3.01(s) of the Disclosure
      Schedule, any notes, other evidences of indebtedness or security
      agreements associated therewith transferred at Closing by Seller to Buyer
      are transferred without recourse and without any warranties or
      representations as to the collectibility of any such loans, the value of
      the collateral securing same, or the creditworthiness of any of the
      makers, guarantors or other obligors thereof; and Seller disclaims any
      warranty or representation that it has no knowledge of any insolvency
      proceeding instituted with respect to any such party.

            (t) Personal Property. Attached as Schedule C is a listing of the
      Fixed Assets owned by Seller and located at the Branches.

            (u) Assumed Contracts and Third Party Lease. Attached as Schedule G
      is a true and accurate schedule of all Assumed Contracts related to the
      Branches. Each Assumed Contract is valid and subsisting and in full force
      and effect in accordance with its terms.

            (v) Other Branch Services. Attached as Schedule H is a true and
      accurate schedule of all of Seller's other services or businesses provided
      by, or related to, the Branches.

            (w) FIRPTA. Seller is not a "foreign person" within the meaning of
      the Internal Revenue Code Section 1445.

            (x) Broker. Seller has utilized Sandler O'Neill & Partners, L.P. in
      this transaction. Seller agrees and acknowledges that Seller is fully
      responsible for all of the fees, expenses, and commissions of Sandler
      O'Neill & Partners, L.P. and agrees to indemnify Buyer from and against
      any liability therefrom.

            (y) Knowledge. For purposes of this section 3.01, the "knowledge" of
      Seller shall mean the actual knowledge of the officers of Seller.

      3.02 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller as follows:

            (a) Good Standing and Power of Buyer. Buyer is a national banking
      association duly organized, validly existing and in good standing under
      the laws of the United States with corporate power to own its properties
      and to carry on its business as presently conducted. Buyer is an insured
      bank, as defined in the Federal Deposit Insurance Act and applicable
      regulations thereunder.


                                     - 17 -
<PAGE>
            (b) Authorization of Agreement. The execution and delivery of this
      Agreement, and the transactions contemplated hereby, have been duly
      authorized, by all necessary corporate action on the part of Buyer, and
      this Agreement is a valid and binding obligation of Buyer.

            (c) Effective Agreement. Subject to the receipt of any and all
      necessary regulatory approvals (including approval of the Merger (as
      hereinafter defined)), the execution, delivery, and performance of this
      Agreement by Buyer, and the consummation of the transactions contemplated
      hereby, will not conflict with, result in the breach of, constitute a
      violation or default, result in the acceleration of payment or other
      obligations, or create a lien, charge or encumbrance, under any of the
      provisions of the Articles of Association or Bylaws of Buyer, under any
      judgment, decree or order, under any law, rule or regulation of any
      government or agency thereof, or under any material agreement, material
      contract or material instrument to which Buyer is subject, where such
      conflict, breach, violation, default, acceleration or lien would have a
      material adverse effect on Buyer's ability to perform its obligations
      hereunder.

      3.03. Disclosure Schedule. On or prior to the date hereof, the Seller has
delivered to Buyer a schedule (its "Disclosure Schedule") setting forth, among
other things, items the disclosure of which is necessary or appropriate either
in response to an express disclosure requirement contained in a provision hereof
or as an exception to one or more representations or warranties contained in
Section 3.01 or to one or more of its covenants contained in Article II;
provided, however, that (a) no such item is required to be set forth in a
Disclosure Schedule as an exception to a representation or warranty if its
absence would not be reasonably likely to result in the related representation
or warranty being deemed untrue or incorrect under the standard established by
Section 3.04, and (b) the mere inclusion of an item in a Disclosure Schedule as
an exception to a representation or warranty shall not be deemed an admission by
a party that such item represents a material exception or fact, event or
circumstance or that, absent such inclusion in the Disclosure Schedule, such
item is or would be reasonably likely to result in a material adverse effect.

      3.04. Standard. No representation or warranty of the Seller or Buyer
contained in Sections 3.01 or 3.02, respectively, shall be deemed untrue or
incorrect, and no party hereto shall be deemed to have breached a representation
or warranty, as a consequence of the existence of any fact, event or
circumstance unless such fact, event or circumstance, individually or taken
together with all other facts, events or circumstances inconsistent with any
representation or warranty contained in Sections 3.01 or 3.02, has had or is
reasonably likely to have a material adverse effect on the party making such
representation or warranty.


                                     - 18 -
<PAGE>
                                   ARTICLE IV

                          ACTIONS RESPECTING EMPLOYEES
                                       AND
                             EMPLOYEE BENEFIT PLANS

      4.01 Employment of Employees

            (a) Buyer shall extend offers of employment, as of the Closing Date,
      to all employees listed in Schedule K as are actively employed by Seller
      at the Branches as of the Closing Date (including, without limitation,
      those employees who on the Closing Date are on family and medical leave,
      military leave, personal leave or short-term disability and who within
      ninety (90) days after twelve weeks have elapsed reapply to return to
      work; individually and collectively the "Leave Employees" herein) for
      positions entailing responsibilities in effect at the Branches as of the
      Closing Date, and for a base salary not less than that paid by Seller as
      of the Closing Date. Employees accepting employment with Buyer, including
      but not limited to the Leave Employees, are referred to herein
      individually and collectively as the "Transferred Employees."

            (b) Seller will cooperate with Buyer, to the extent reasonably
      requested, to provide Buyer with a means to meet with the subject
      employees prior to Closing.

            (c) Seller agrees that it will cooperate with Buyer to the extent
      reasonably requested to make the subject employees available for training
      from time to time by Buyer prior to the Closing; provided, however, such
      training shall be scheduled by Buyer and coordinated with Seller in such a
      manner that does not significantly interfere with the normal business
      activities, operations and job responsibilities of the subject employees
      at the Branches.

            (d) Buyer agrees that it will reimburse Seller for any and all
      overtime expense incurred by Seller arising out of or as a result of the
      training of the non-exempt Transferred Employees by Buyer prior to the
      Closing.

            (e) Buyer shall assume no liability of any kind arising out of the
      operation of any employee benefit plan maintained by Seller for the
      Transferred Employees, and Seller shall indemnify Buyer against any such
      liability. Specifically, as of the Closing Date, the Transferred Employees
      will be terminated from participation in Seller's employee benefit plans
      and become eligible to participate in Buyer's employee benefit plans on
      the terms and conditions set forth in Section 4.02 herein.

      4.02 Terms and Conditions of Employment. Except as otherwise provided
explicitly in this Agreement, the terms of employment for each Transferred
Employee shall be determined solely by Buyer's policies, procedures, and
programs; provided, however, that each Transferred Employee shall be provided
employment subject to the following terms and conditions:


                                     - 19 -
<PAGE>
            (a) Base salary shall be at least equivalent to the rate of base
      salary paid by Seller to such Transferred Employee as of the close of
      business on the day prior to the Closing Date;

            (b) For the remainder of calendar year 2003, Buyer shall provide
      such Transferred Employees with the proportionate vacation benefits to
      which such employee is entitled under Buyer's existing vacation policy.
      Thereafter, the Transferred Employees shall be provided the same employee
      benefits as those provided to similarly situated employees of Buyer;

            (c) Following the Closing Date, all Transferred Employees of Seller
      who are employed by Seller as of June 30, 2003 will be eligible to enroll
      in Buyer's 401(k) plan on the next available quarterly enrollment date of
      Buyer. Such Transferred Employee will receive credit for years of service
      from the most recent hire date for purposes of vesting and eligibility
      under Buyer's 401(k) plan, but not for benefit accrual;

            (d) Following the Closing Date, the Transferred Employees will be
      entitled to participate in Buyer's pension plan that is presently being
      provided to similarly situated employees of Trustmark. Such Transferred
      Employees will not receive credit for years of service with Seller for
      purposes of enrollment in Buyer's pension plan. Seller shall be
      responsible for notifying its employees at the Branches of the terms of
      this Agreement as it relates to them and for complying with any applicable
      laws regarding such notices. Buyer shall have no responsibility for
      funding of accrued pension or profit sharing plans for such Transferred
      Employees with respect to any period prior to the Closing Date;

            (e) Each Transferred Employee shall be eligible to participate in
      the medical, dental, or other welfare plans of Buyer, as such plans may
      exist, on and after the Closing Date, and any pre-existing conditions
      provisions of such plans shall be waived with respect to any such
      Transferred Employees;

            (f) With respect to any Transferred Employee who is also a Leave
      Employee, upon conclusion of his or her short-term disability or temporary
      leave of absence, subject to the terms and conditions of the Buyer's plans
      and policies and applicable law, each Transferred Employee on such leave
      shall receive the salary in effect when he or she went on leave, shall
      otherwise be treated as a Transferred Employee, and, to the extent
      practicable, shall be offered by the Buyer the same or a substantially
      equivalent position to his or her position with Seller prior to having
      gone on leave;

            (g) Except as provided herein, Seller shall pay, discharge, and be
      responsible for (i) all salary and wages arising out of employment of the
      Transferred Employees through the Closing Date, (ii) the amount of all
      earned time off to which the Transferred Employee is entitled to receive,
      which shall be paid in the final payroll check issued by Seller, and (iii)
      any employee benefits arising under Seller's employee benefit plans and
      employee programs (including any and all paid vacation) prior to the
      Closing Date, including benefits with respect to claims incurred prior to
      the Closing Date but reported


                                     - 20 -
<PAGE>
      after the Closing Date, and benefits inuring to Leave Employees prior to
      any election by such Leave Employees to return to work with Buyer, and
      (iv) all federal and state tax reporting and filing related to items (i),
      (ii), and (iii) above. From and after the Closing Date, Buyer shall pay,
      discharge, and be responsible for all salary, wages, and benefits arising
      out of or relating to the employment of the Transferred Employees by Buyer
      from and after the Closing Date, including, without limitation, all claims
      for welfare benefits plans incurred on or after the Closing Date. Claims
      are incurred as of the date services are provided notwithstanding when the
      injury or illness may have occurred.

      4.03 Actions to be Taken by Seller. Seller covenants to Buyer that it will
do or cause the following to occur:

            (a) Solicitation of Transferred Employees. For a period of two (2)
      years following the Closing Date, Seller will not directly or indirectly
      initiate or cause to be initiated any communication with any Transferred
      Employee for the purpose of inducing such employee to leave Buyer's
      employment or solicit or cause to be solicited the employment of any
      Transferred Employees as prospective officers or employees of Seller or
      employ any Transferred Employees.

            (b) Employee Benefit Programs. Seller's obligations to employees of
      the Branches, including Transferred Employees, will be as set forth in
      established policies of Seller, and Seller shall continue all of its
      employee benefit programs in full force and effect and be solely
      responsible for funding such benefit programs for Transferred Employees
      through the Closing Date. After the Closing, Seller shall retain the
      responsibility and liability for the funding and payment of all claims
      incurred under such employee benefit programs through the Closing Date.
      Buyer shall have no obligation or liability to compensate Transferred
      Employees for benefits of any kind earned, accrued, promised and/or
      provided to Transferred Employees as employees of Seller, except as set
      forth in Section 4.02 above.

            (c) Employees of the Branches. Seller shall not, without Buyer's
      prior written consent (i) increase the aggregate full-time equivalent size
      of the work force at the Branches above the aggregate staffing levels
      designated by Seller for the Branches on the Effective Date, (ii)
      terminate any Transferred Employee prior to the Closing Date, unless such
      person is terminated for cause as determined in the sole discretion of
      Seller, or otherwise pursuant to existing Seller policies or procedures,
      or (iii) increase the compensation of any Transferred Employee.

            (d) Employee Records. Subject to any applicable legal requirements,
      Seller shall, at least forty-five (45) days prior to the Closing Date,
      provide Buyer with copies of all of Seller's files and records which
      relate to all of the Seller employees listed in Schedule K, and Seller
      shall, in any event, deliver such records to Buyer at Closing to the
      maximum extent permitted by law.

      The obligations of Seller pursuant to this Section 4.03 shall survive the
Closing.


                                     - 21 -
<PAGE>
                                    ARTICLE V

                         CONDITIONS PRECEDENT TO CLOSING

      5.01 Conditions to Seller's Obligations. The obligations of Seller to
consummate this transaction are subject to the satisfaction, or the waiver in
writing by Seller to the extent permitted by applicable law, of the following
conditions at or prior to the Closing:

            (a) Prior Regulatory Approval. All filings and registrations with,
      and notifications to, all federal and state authorities required for
      consummation of the Acquisition shall have been made, all approvals and
      authorizations of all federal and state authorities required for
      consummation of the Acquisition including, but not limited to, approval of
      the Office of the Comptroller of the Currency ("OCC"), shall have been
      received and shall be in full force and effect, and all applicable waiting
      periods shall have passed, if any.

            (b) Corporate Action. The Board of Directors of Buyer shall have
      taken all corporate action necessary to effectuate this Agreement and
      Buyer shall have furnished Seller with a certified copy of each such
      resolution adopted by the Board of Directors of Buyer evidencing the same.

            (c) Representations and Warranties. The representations and
      warranties of Buyer set forth in this Agreement shall be true and correct
      in all material respects on the Closing Date with the same effect as
      though all such representations and warranties had been made on and as of
      such date, and Buyer shall have delivered to Seller a Certificate (as
      hereinafter defined) to that effect dated as of the Closing Date.

            (d) Covenants. Each and all of the covenants and agreements of Buyer
      to be performed or complied with at or prior to Closing pursuant to this
      Agreement shall have been duly performed or complied with in all material
      respects by Buyer, or waived by Seller, and Buyer shall have delivered to
      Seller a Certificate to that effect dated as of the Closing Date.

            (e) No Proceeding or Prohibition. At the time of the Closing, there
      shall not be any litigation, investigation, inquiry, or proceeding pending
      or threatened in or by any court or agency of any government or by any
      third party which in the judgment of the executive officers of Seller,
      with the advice of counsel, presents a bona fide claim to restrain,
      enjoin, or prohibit consummation of the transaction contemplated by this
      Agreement or which might result in rescission in connection with such
      transactions, and Seller shall have been furnished with a Certificate
      dated as of the Closing Date and signed by the Chairman, President, or an
      Executive Vice President and Secretary or Assistant Secretary of Buyer, to
      the effect that no such litigation, investigation, inquiry, or proceeding
      is pending or, to the best of their knowledge, threatened.


                                     - 22 -
<PAGE>
            (f) Opinion of Counsel. Buyer shall have delivered to Seller an
      opinion of Brunini, Grantham, Grower & Hewes, PLLC, dated as of the
      Closing Date, in form and substance reasonably satisfactory to Seller and
      its counsel, to the effect that: (i) the Acquisition has been approved by
      all applicable regulatory authorities, and (ii) the execution, delivery,
      and performance of this Agreement by Buyer has been approved by all
      necessary corporate and shareholder action of Buyer. In rendering such
      opinions, Brunini, Grantham, Grower & Hewes, PLLC may rely without
      independent verification, to the extent customary for third party opinions
      in transactions of the kind contemplated by this Agreement, upon a
      certificate provided by the Chairman or Secretary of Buyer as to certain
      factual matters including the representations, warranties, and covenants
      contained in this Agreement and applicable to Buyer.

            (g) Receipt of Consents of Third Parties. Seller shall have
      received, in form and substance satisfactory to Seller, any and all
      consents, approvals or waivers of third parties as Seller, in its sole
      discretion, may deem necessary or appropriate to enable it to consummate
      the transactions contemplated by this Agreement without any material
      additional cost, expense, or liability to Seller or its affiliates.

      5.02 Conditions to Buyer's Obligations. The obligations of Buyer to
consummate this Agreement are subject to the satisfaction, or the waiver in
writing by Buyer to the extent permitted by applicable law, of the following
conditions at or prior to the Closing:

            (a) Prior Regulatory Approval. All filings and registrations with,
      and notifications to, all federal and state authorities required for
      consummation of this Agreement and the Acquisition, including the filings
      related to Buyer's merger with Southern Community Bank, Atlantic, a
      Florida state-chartered banking institution (the "Merger"), shall have
      been made, all approvals and authorizations of all federal and state
      authorities required for consummation of the Merger, this Agreement, and
      the Acquisition including, but not limited to, approval of the OCC, shall
      have been received and shall be in full force and effect, all applicable
      waiting periods shall have passed, if any, and the Merger shall have been
      consummated.

            (b) Corporate Action. The Board of Directors and shareholders of
      Seller shall have taken all corporate action necessary to effectuate this
      Agreement and the Acquisition, and Seller shall have furnished Buyer with
      a certified copy of each such resolution adopted by the Board of Directors
      and shareholders of Seller evidencing the same.

            (c) Representations and Warranties. The representations and
      warranties of Seller set forth in this Agreement shall be true and correct
      in all material respects on the Closing Date with the same effect as
      though all such representations and warranties had been made on and as of
      such date (unless a different date is specifically indicated in such
      representations and warranties), and Seller shall have delivered to Buyer
      a Certificate to that effect dated as of the Closing Date.


                                     - 23 -
<PAGE>
            (d) Covenants. Each and all of the covenants and agreements of
      Seller to be performed or complied with pursuant to this Agreement shall
      have been duly performed or complied with in all material respects by
      Seller, or waived by Buyer, and Seller shall have delivered to Buyer a
      Certificate to that effect dated as of the Closing Date.

            (e) No Proceedings or Prohibitions. At the time of the Closing,
      there shall not be any litigation, investigation, inquiry, or proceeding
      pending or threatened in or by any court or agency of any government or by
      any third party which in the judgment of the executive officers of Buyer,
      with the advice of counsel, presents a bona fide claim to restrain,
      enjoin, or prohibit consummation of the transactions contemplated by this
      Agreement; and Buyer shall have been furnished with a Certificate dated as
      of the Closing Date and signed by the Chairman, President, or Vice
      President, and the Secretary or Assistant Secretary of Seller, to the
      effect that no such litigation, investigation, inquiry, or proceeding is
      pending, or to the best of their knowledge, threatened.

            (f) Opinion of Counsel. Seller shall have delivered to Buyer an
      opinion, dated as of the Closing Date, of legal counsel reasonably
      satisfactory to Buyer and in form and substance reasonably satisfactory to
      Buyer and its counsel, to the effect that: (i) the Acquisition has been
      approved by all applicable regulatory authorities, and (ii) the execution,
      delivery, and performance of this Agreement by Seller has been approved by
      all necessary corporate and shareholder action of Seller. In rendering
      such opinions, such legal counsel may rely without independent
      verification, to the extent customary for third party opinions in
      transactions of the kind contemplated by this Agreement, upon a
      certificate provided by the Chairman or Secretary of Seller as to certain
      factual matters including the representations, warranties, and covenants
      contained in this Agreement and applicable to Seller.

            (g) Real Property. The Title Commitments (as defined in Section
      2.01(b) herein) shall have been updated to or as close as practicable to
      (but in no event more than five (5) business days prior to) the Closing
      Date, and such updated Title Commitments shall not include any exceptions
      other than those set forth in the original Title Commitments and any other
      Permitted Exceptions.

            (h) Fixed Assets. There shall have been no material alteration in or
      material adjustment to the Fixed Assets. For purposes of this subsection
      (h), it will not be considered to be a material alteration or material
      adjustment to the Fixed Assets if (i) there is damage or destruction to
      the Fixed Assets as contemplated by Section 2.01(f) herein and Seller
      complies with said Section 2.01(f), or (ii) Seller makes additions to the
      Fixed Assets without Buyer's consent in order to correct emergency
      situations which are threatening to impair Seller's operations at a
      Branch.

      5.03 Non-Satisfaction of Conditions Precedent. The non-occurrence or delay
of the Closing by reason of the failure to timely satisfy of all conditions
precedent to the obligations of any party hereto shall in no way relieve such
party of any liability to the other party hereto, nor be deemed a release or
waiver of any claims the other party hereto may have against such party,


                                     - 24 -
<PAGE>
if and to the extent the failure of timely satisfaction of such conditions
precedent is attributable to the actions or inactions of such party.

                                   ARTICLE VI

                                     CLOSING

      6.01 Closing and Closing Date. The Acquisition contemplated by this
Agreement shall be consummated and closed (the "Closing") at such location and
time as shall be mutually agreed upon by Buyer and Seller, on a date to be
mutually agreed upon by Buyer and Seller after all required regulatory approvals
have been obtained, all applicable regulatory waiting periods associated
therewith have expired, and all conditions to Closing have been satisfied (the
"Closing Date").

      6.02 Seller's Actions at Closing. At the Closing (unless another time is
specifically stated in Section 6.04 hereof), Seller shall, with respect to the
Branches:

            (a) deliver to Buyer at the Branches such of the Assets purchased
      hereunder as shall be capable of physical delivery, including, without
      limitation, all Assets comprising the safe deposit box business, if any,
      of the Branches;

            (b) execute, acknowledge and deliver to Buyer all such Warranty
      Deeds, endorsements, assignments, bills of sale, and other instruments of
      conveyance, assignment, and transfer as shall reasonably be necessary or
      advisable and reasonably acceptable to Buyer to consummate the sale,
      assignment, and transfer of the Assets sold or assigned to Buyer
      hereunder, and such other documents as the title company and Buyer's
      counsel may reasonably require; the originals of all blueprints,
      construction plans, specifications, and plats relating to the Owned Real
      Estate, which are now in Seller's possession or which Seller has
      reasonable access to; and such other documents or instruments as may be
      reasonably required by Buyer, required by other provisions of this
      Agreement, or reasonably necessary to effectuate the Closing;

            (c) execute, acknowledge and deliver to Buyer a duly executed and
      recordable assignment to Buyer of the Third Party Lease and a consent to
      assignment from the landlord of the Third Party Lease in a form reasonably
      acceptable to Buyer;

            (d) assign, transfer, and make available to Buyer such of the
      following records as exist and are available and maintained at the
      Branches (in whatever form or medium then maintained by Seller) pertaining
      to the Deposit Liabilities and Branch Loans:

                  (i) originals or copies of signature cards, orders, contracts,
            and agreements between Seller and depositors of the Branches and
            borrowers with respect to Branch Loans, and all records of a similar
            character; and

                  (ii) a trial balance listing of records of account; and


                                     - 25 -
<PAGE>
                  (iii) all other miscellaneous records, statements and other
            data and materials maintained by Seller relative to any Deposit
            Liabilities being assumed by Buyer and Branch Loans being acquired
            by Buyer;

            (e) assign, transfer, and deliver to Buyer such safe deposit and
      safekeeping files and records (in whatever form or medium then maintained
      by Seller) pertaining to the safe deposit business of the Branches
      transferred to Buyer hereunder as exist and are available, together with
      the contents of the safe deposit boxes maintained at the Branches, as the
      same exist as of the close of business on the day immediately preceding
      the Closing Date (subject to the terms and conditions of the leases or
      other agreements relating to the same) and all securities and other
      records, if any, held by the Branches for their customers as of the close
      of business on the day immediately preceding the Closing Date (subject to
      the terms and conditions of the agreements or receipts relating to the
      same);

            (f) make available and transfer to Buyer on the Closing Date and
      prior to the conclusion of the Closing any funds required to be paid to
      Buyer pursuant to the terms of this Agreement;

            (g) execute, acknowledge, and deliver to Buyer all Certificates and
      other documents required to be delivered to Buyer by Seller at the Closing
      pursuant to the terms of this Agreement;

            (h) assign by endorsement, in a form reasonably acceptable to Buyer,
      transfer and deliver to Buyer the contract, promissory note, or other
      evidence of indebtedness related to the Branch Loans together with the
      loan files and records and all evidence of collateral security of any
      nature whatsoever held by Seller as collateral (in whatever form or medium
      then maintained by Seller), and pertaining to such Branch Loans
      transferred to Buyer pursuant to this Agreement;

            (i) assign to Buyer all Seller's rights in and to the Assumed
      Contracts which are assignable and which constitute part of the Assets;

            (j) assign, transfer, and deliver to Buyer such files and records
      (in whatever form or medium maintained by Seller) pertaining to the Other
      Branch Services listed in Schedule G; and

            (k) deliver those advisory director resignations contemplated by
      Section 8.11.

      6.03 Buyer's Actions at Closing. At the Closing (unless another time is
specifically stated in Section 6.04 hereof), Buyer shall, with respect to the
Branches:

            (a) execute, acknowledge, and deliver to Seller, to evidence the
      assumption of the liabilities and obligations of Seller by Buyer
      hereunder, an instrument of assumption in a form reasonably acceptable to
      Seller, and Seller shall then accept, execute, and acknowledge such
      instrument. Copies of such instrument may be recorded in the public


                                     - 26 -
<PAGE>
      records at the option of either party hereto. The execution and
      acknowledgment of such instrument shall not be deemed to be a waiver of
      any rights or obligations of any party to this Agreement;

            (b) receive, accept, and acknowledge delivery of all Assets, and all
      records and documentation relating thereto, sold, assigned, transferred,
      conveyed or delivered to Buyer by Seller hereunder, and Buyer shall be
      responsible for coordinating with the title companies to effectuate the
      recording of Warranty Deeds on or after Closing and securing gap title
      insurance coverage in the event the Warranty Deeds are recorded
      post-Closing;

            (c) execute and deliver to Seller such written receipts for the
      Assets, properties, records, and other materials assigned, transferred,
      conveyed, or delivered to Buyer hereunder as Seller may reasonably have
      requested at or before the Closing;

            (d) pay to Seller on the Closing Date and prior to the conclusion of
      the Closing any funds required to be paid to Seller at the Closing
      pursuant to the terms of this Agreement;

            (e) execute, acknowledge, and deliver to Seller all Certificates and
      other documents required to be delivered to Seller by Buyer at the Closing
      pursuant to the terms hereof; and

            (f) execute, acknowledge, and deliver to Seller an agreement wherein
      Buyer assumes obligations with respect to the Third Party Lease, the
      Assumed Contracts, and the IRA's for all periods following the Closing
      Date with respect thereto.

      6.04 Methods of Payment. Subject to the adjustment procedures set forth in
this Section 6.04, the transfer of the funds, if any, due to Buyer or to Seller,
as the case may be, as set forth pursuant to the terms of Section 1.04(a)
hereof, shall be made on the Closing Date in immediately available funds. At
least two (2) business days prior to the Closing, Seller and Buyer shall provide
written notice to one another indicating the account and bank to which such
funds shall be wire transferred. In order to facilitate the Closing, the parties
agree: (i) that the amount of funds transferred on the Closing Date, pursuant to
Section 1.04(a) hereof, shall be computed based upon (a) the aggregate net book
value, as previously defined, plus accrued interest of the Branch Loans as of
the close of business on a day to be agreed between the parties, not more than
three (3) business days preceding the Closing Date, (b) cash on hand at the
Branches as of the close of business on a day to be agreed between the parties,
not more than three (3) business days preceding the Closing Date, and (c) the
aggregate balance of all Deposit Accounts (including interest posted or accrued
to such accounts) as of the close of business on a day to be agreed between the
parties, not more than three (3) business days preceding the Closing Date, and
(d) the parties shall execute a preliminary closing statement. Furthermore,
within ten (10) business days after the Closing, the parties shall make
appropriate post-Closing adjustments, consistent with the provisions of Section
1.04 hereof, based upon actual Deposit Accounts as of the Closing Date, Branch
Loans as of the Closing Date, and cash transactions which took place on the
Closing Date or which took place prior to the Closing Date but which


                                     - 27 -
<PAGE>
were not reflected in the preliminary closing statement, and shall execute the
final settlement statement. In addition, prorations of prepaid and accrued
income and expenses that cannot be reasonably calculated at the Closing shall be
settled and paid based on actual amounts and calculations as soon as possible
after the Closing.

      6.05 Effectiveness of Closing. Upon the satisfactory completion of the
Closing, which does not include and shall not require completion of the
adjustment and proration arrangements set forth in Section 6.04, the
transactions shall be deemed to be effective and the Closing shall be deemed to
have occurred.

                                   ARTICLE VII

                          CERTAIN TRANSITIONAL MATTERS

      7.01 Transitional Action by Buyer. After the Closing, unless another time
is otherwise indicated:

            (a) Buyer shall: (i) pay in accordance with the law and customary
      banking practices and applicable Deposit Account contract terms, all
      properly drawn and presented checks, negotiable orders of withdrawal,
      drafts, debits, and withdrawal orders presented to Buyer by mail, over the
      counter, through electronic media, or through the check clearing system of
      the banking industry, by depositors of the Deposit Accounts assumed by
      Buyer hereunder, whether drawn on checks, negotiable orders of withdrawal,
      drafts, or withdrawal order forms provided by Buyer or Seller; and (ii) in
      all other respects discharge, in the usual course of the banking business,
      the duties and obligations of Seller with respect to the balances due and
      owing to the depositors whose Deposit Accounts are assumed by Buyer
      hereunder; provided, however, that any obligations of Buyer pursuant to
      this Section 7.01 to honor checks, negotiable orders of withdrawal,
      drafts, or withdrawal orders on forms provided by Seller and carrying its
      imprint (including its name and transit routing number) shall not apply to
      any checks, drafts, withdrawal orders, or returned items (i) presented to
      Buyer more than one hundred eighty (180) days following the Closing Date,
      or (ii) on which a stop payment has been requested by the deposit
      customer. Buyer shall submit and file any required IRS reporting with
      respect to interest accrued and on Deposit Liabilities and Branch Loans
      after the Closing Date. The provisions of this subsection 7.01(a) shall in
      no way limit Buyer's duties or obligations arising under Section 1.03(b)
      hereof.

            (b) Buyer shall not later than thirty (30) days prior to the Closing
      Date, notify all depositors of the Branches by letter, produced in, if
      appropriate, several similar, but different forms calculated to provide
      necessary and specific information to the owners of particular types of
      accounts, of Buyer's pending assumption of the Deposit Liabilities
      hereunder, and, in appropriate instances, notify depositors that on and
      after the Closing Date certain Seller deposit-related services and/or
      Seller's debit card and automatic teller machine services impacted by the
      transactions contemplated by this Agreement, will be terminated. As an
      enclosure to such notices Buyer may, and no later than the Closing Date
      furnish appropriate depositors with brochures, forms and other written
      materials


                                     - 28 -
<PAGE>
      related or necessary to the assumption of the Deposit Accounts by Buyer
      and the conversion of said accounts to Buyer accounts, including the
      provision of checks to appropriate depositors using the forms of Buyer
      with instructions to such depositors to utilize such Buyer checks after
      the Closing Date and thereafter to destroy any unused checks on Seller's
      forms. The expenses of the printing, processing and mailing of such letter
      notices and providing new Buyer checks and other forms and written
      materials to appropriate customers shall be borne by Buyer. Before
      Closing, except as provided in this paragraph, Buyer will not contact
      customers of the Branches except as may occur in connection with
      advertising or solicitations directed to the public generally or in the
      course of obtaining the requisite regulatory approvals of the transaction.
      Anything to the contrary herein notwithstanding, Buyer shall provide, at
      no cost to Seller, any and all notices, communications, and filings which
      may be required by law, regulation, or otherwise, relating to any changes
      in terms and other matters relating to the Deposit Accounts and the Branch
      Loans occurring subsequent to the Closing Date.

            (c) Seller shall warrant that to the best of its knowledge all
      customer and account information related to the Branches that is provided
      to the Buyer for the purpose of a data conversion to the Buyer's data
      processing systems is accurate and without defect. If the Seller has
      knowledge of any irregularities in data associated with customer
      relationships or account ownership, Seller, at its expense, will correct
      irregularities no later than thirty (30) days prior to the Closing Date.
      All tasks and obligations concerning the provision of data processing
      services to or for the Branches after the Closing are the sole and
      exclusive responsibility of and shall be performed solely and exclusively
      by Buyer.

            (d) Buyer shall, not later than the close of business on the
      business day immediately following the Closing Date, supply suitable
      government-backed securities as security for any deposits of governmental
      units included among the Deposit Liabilities for which Seller had provided
      similar security.

            (e) Buyer shall, as soon as practicable but not more than ten (10)
      business days after the Closing Date, prepare and transmit at Buyer's
      expense to each of the obligors on Branch Loans transferred to Buyer
      pursuant to this Agreement a notice to the effect that the loan has been
      transferred and directing that payment be made to Buyer at the address
      specified by Buyer, with Buyer's name as payee on any checks or other
      instruments used to make payments, and, with respect to such loan on which
      a payment notice or coupon book has been issued, to issue a new notice or
      coupon book reflecting the name and an address of Buyer as the person to
      whom and place at which payments are to be made.

            (f) If the balance due on any Branch Loan transferred to Buyer
      pursuant to this Agreement has been reduced by Seller as a result of a
      payment by check or draft received prior to the close of business on the
      Closing Date, which item is returned unpaid to Seller after the day
      immediately preceding the Closing Date, the asset value represented by the
      loan transferred shall be correspondingly increased and an amount in cash
      equal to such increase shall be promptly paid by Buyer to Seller.


                                     - 29 -
<PAGE>
            (g) Buyer shall use its best efforts to cooperate with Seller in
      assuring an orderly transition of ownership of the Assets and
      responsibility for the Liabilities assumed by Buyer hereunder.

            (h) The duties and obligations of Buyer in this Section 7.01 shall
      survive the Closing.

      7.02 Transitional Actions by Seller. After the Closing, unless another
time is otherwise indicated:

            (a) Seller shall use its best efforts to cooperate with Buyer in
      assuring an orderly transition of ownership of the Assets and
      responsibility for the Liabilities assumed by Buyer hereunder. Seller
      shall provide final statements as of the Closing Date, in conjunction with
      appropriate Deposit Liabilities, with interest and service charges
      pro-rated to the Closing Date. Seller shall submit and file any required
      IRS reporting with respect to interest accrued on Deposit Liabilities and
      Branch Loans through the Closing Date.

            (b) Upon the execution of this Agreement, Seller shall provide Buyer
      with applicable product functions and specifications in a mutually agreed
      upon format relating to the data processing support required for the
      Deposit Accounts, Branch Loans, and safe deposit business maintained at
      the Branches (such Deposit Accounts, Branch Loans, and safe deposit
      business, if applicable, hereinafter called the "Accounts"). Upon the
      execution of this Agreement, Seller shall provide to Buyer file formats
      relating to the Accounts in electronic media in a mutually agreed upon
      format and delivered via a secure Virtual Private Network (VPN). By not
      later than 3:00 A.M. Central Daylight Standard Time on the day immediately
      following the Closing Date, Seller shall provide the Buyer, the previously
      agreed upon electronic media to support the conversion requirements of the
      Buyer to transfer the Accounts to the Buyer's data processing systems. The
      electronic media is to be delivered via a secure Virtual Private Network
      (VPN) connection.

            (c) Upon the execution of this Agreement, Seller shall cooperate
      with Buyer, at no expense to Seller, to make provision for the
      installation of equipment in the Branches subject to approval by Seller;
      provided, however, that Buyer shall arrange for the installation and
      placement of such equipment at such times and in a manner that does not
      significantly interfere with the normal business activities and operation
      of Seller or the Branches.

            (d) Seller shall resign as custodian of each IRA account maintained
      at the Branches and assign the custodianship of such accounts to Buyer
      upon Closing.

            (e) Seller shall terminate its ATM/debit card service related to the
      Branches at such time as Seller and Buyer may agree. Such terminations
      will be preceded by the notice described in Section 7.01(b) herein.


                                     - 30 -
<PAGE>
            (f) Deposits and loan payments related to the Accounts sold (i)
      received by mail, ATM or other means other than ACH or wire, will be
      forwarded to Buyer the next day, and (ii) will not be accepted if
      attempted to be made in person.

            (g) As of the opening of business on the first business day after
      the Closing Date, Seller and Buyer shall provide the appropriate Federal
      Reserve Bank (the "FRB") with all information necessary in order to
      expedite the clearing and sorting of all checks, drafts, instruments and
      other commercial paper relative to the Deposit Liabilities and/or the
      Branch Loans (hereinafter collectively referred to as "Paper Items").
      Buyer shall bear all charges and costs imposed by the Federal Reserve in
      connection with the reassignment of account number ranges for sorting the
      Paper Items.

            If the Federal Reserve and/or any other regional or local
      clearinghouse for negotiable instruments fails, refuses or is unable to
      direct sort such Paper Items for delivery to Buyer with the result that
      such Paper Items are presented to Seller, on each business day following
      the Closing and continuing until one hundred twenty (120) days after the
      Closing, Seller will make available to Buyer, all of the Paper Items which
      are received by Seller from the Federal Reserve and/or any regional or
      local clearinghouse on the prior business day. Seller shall electronically
      transmit to Buyer by 5:00 a.m. Central Daylight Standard Time each
      business day, information relating to checks received by Seller on the
      prior business day. On the same day, Seller will deliver physical custody
      of Paper Items to Buyer at a time and method agreed upon by Buyer and
      Seller, Seller shall also make available to Buyer information and records,
      including but not limited to systems printouts, concerning such Paper
      Items and concerning incoming ACH items as well as outstanding Automatic
      Teller Machine ("ATM") transactions. Such information and records,
      including but not limited to systems printouts, will utilize the most
      recent account number designated by Seller for each of the Deposit
      Accounts and/or the Branch Loans. Seller shall initiate appropriate
      Notification of Change requests relating to appropriate routing matters at
      the sole expense of Buyer up to one hundred twenty (120) days following
      the Closing Date . Each business day Seller will endeavor to see that the
      sum of (a) the actual Paper Items provided to Buyer plus (b) all ACH items
      and ATM transactions captured by Seller in its information and records
      balance with the sum of (c) the information and records, including but not
      limited to systems printouts, provided by Seller relative to the Paper
      Items plus (d) the information and records, including but not limited to
      systems printouts, provided relative to the ACH items and ATM transactions
      affecting the Deposit Accounts and/or the Branch Loans.

            Except as otherwise expressly noted, Seller shall provide the
      foregoing at no charge to Buyer, except that Buyer shall pay any charges
      assessed to Seller by the Federal Reserve, a national or local
      clearinghouse, and/or Seller's agent and/or processor to the extent such
      assessments relate to the Deposit Accounts.

            Seller and Buyer shall arrange for appropriate daily settlement
      between the parties in order that the transmission of all monies
      associated with the matters set forth in this Section 7.02(g) might be
      effected promptly. Buyer shall establish and maintain a settlement account
      to facilitate the daily settlements.


                                     - 31 -
<PAGE>
            Seller shall not be liable to Buyer for any failure to provide the
      data required by this Section 7.02(g) to the extent any such failure
      results from causes beyond Seller's control including war, strike or other
      labor disputes, acts of God, terrorists, errors or failures of the FRB,
      and/or a participating regional or local clearinghouse, or equipment
      failure or other emergency wherein Seller and/or its agent processor has
      been unable to process in clearings from the FRB or such clearinghouse.

            (h) For a period of sixty (60) days after the Closing Date, Seller
      will forward to Buyer, within two (2) business days of receipt, loan
      payments received by Seller with respect to the Branch Loans. Buyer will
      forward, within two (2) business days of receipt payments received by
      Buyer with respect to any loans not assigned to Buyer under this
      Agreement. Buyer and Seller further agree to refer customers to the
      branches of the other when such customers present payments over the
      counter to the party not holding their respective loan. Buyer shall
      reimburse Seller within thirty (30) days of notice by Seller to Buyer for
      any payments tendered by borrowers which were credited to the outstanding
      balance of any Branch Loan prior to the Closing Date and which are
      subsequently returned or otherwise withdrawn for any reason and Seller
      shall assign to Buyer any rights of Seller to recovery of such payments as
      against the relevant borrower.

            (i) The duties and obligations of the parties in this Section 7.02
      shall survive the Closing; provided, however, that Seller shall have no
      obligation to take any action or furnish any service for the benefit of,
      or in favor of, any third party, unless such third party is a permitted
      assignee of Buyer pursuant to Section 10.06 hereof.

      7.03 Overdrafts and Transitional Action. Overdrafts paid on the Deposit
Accounts with respect to ledger dates after the Closing Date will be the
responsibility and risk of Buyer. Overdrafts approved with respect to ledger
dates prior to the Closing Date will be the responsibility and risk of Seller.

      7.04 ATMs and Debit Cards.

            (a) Upon the execution of this Agreement and again prior to the
      Closing Date, Seller shall provide electronic media, along with a file
      format, containing customer name, card number, withdrawal limits, the
      Deposit Accounts activated by, accessible to or committed to such cards,
      issue dates and/or open dates, last transaction dates, and expiration
      dates as to all ATM and debit cards issued to customers of the Seller for
      the Branches. Seller shall cause the deactivation of its debit cards at a
      time mutually agreed upon by the Buyer and Seller.

            (b) Seller agrees to deactivate the ATMs located at the Branches at
      a time mutually agreed upon by the Buyer and Seller. Thereafter, Buyer
      shall reconfigure the ATMs to its standards for activation after the
      Closing Date.

            (c) Buyer and Seller agree to cooperate with each other to assure
      that all transactions originated through the ATM or originated with the
      ATM Cards prior to or on


                                     - 32 -
<PAGE>
      the Closing Date shall be for the account of Seller and all transactions
      originated after the Closing Date shall be for the account of Buyer. A
      post-closing adjustment shall be made in the manner set forth in Section
      6.04 hereof to reflect all such transactions which cannot be reasonably
      calculated as of the Closing.

      7.05 Environmental Matters.

            (a) Seller shall provide to Buyer, within twenty (20) days following
      the Effective Date, Phase I environmental site assessments (the "Phase I
      Assessments") for all Owned Real Estate.

            (b) If such Phase I Assessments reasonably indicate the necessity or
      desirability of further investigation to determine whether or not an
      Environmental Hazard exists at such Owned Real Estate, Buyer shall notify
      Seller in writing, not later than five (5) days after receipt of the Phase
      I Assessments, of Buyer's desire to have an environmental consultant
      selected by Buyer (the "Environmental Consultant"), to the extent
      reasonable and appropriate, conduct Phase II environmental site
      assessments (the "Phase II Assessments"). Any such further investigation
      or testing shall be conducted in such a manner as not to interfere with
      the normal operation of the Branches involved. All such Phase II
      Assessments shall be treated as information subject to Section 8.01 of
      this Agreement, shall be completed not more than forty (40) days after the
      Effective Date, and shall be conducted at no cost or expense to Buyer.

            (c) In the event that the Phase II Assessment is conducted and the
      Environmental Consultant discovers an Environmental Hazard during any such
      Phase II Assessment at any single parcel of Owned Real Estate, the
      remediation of which, in the reasonable judgment of the Environmental
      Consultant, is or would be the responsibility of Seller, or Buyer should
      it acquire such Owned Real Estate, and will result in projected
      remediation costs of $50,000 or more for such single parcel of Owned Real
      Estate, Buyer may, at Buyer's option, lease from Seller such single parcel
      of Owned Real Estate pursuant to a lease agreement which shall provide as
      follows:

                  (i) Such lease agreement shall be for a term of two (2) years
            from the Closing Date, with no obligation or right to renew (it
            being the intention of Seller that Buyer locate an alternative
            branch site during such two year period unless remediation occurs
            pursuant to this Section 7.05), at a rental equal to a fair market
            rental value;

                  (ii) Seller may sell such Owned Real Estate to any person at
            any time during the term of such lease agreement, subject to such
            lease agreement;

                  (iii) During the term of such lease agreement, in the event
            that Seller shall deliver to Buyer a report of a qualified
            environmental engineer or consultant certifying that the
            Environmental Hazard, at or on any such parcel of Owned Real Estate
            which is the subject of the lease agreement, has been remediated to
            the extent reasonably required under applicable Environmental Laws,
            Buyer shall be


                                     - 33 -
<PAGE>
            required to purchase such parcel of Owned Real Estate at the net
            book value as of the close of business of the month-end day most
            recently preceding the Closing Date; and

                  (iv) Other terms and conditions of the lease agreement shall
            be typical to branch leases in the relevant market of the subject
            Owned Real Estate and as negotiated between Seller and Buyer.

            If the projected remediation cost is less than $50,000 for any
      single parcel of Owned Real Estate, Buyer shall acquire such parcel and
      such cost shall be borne by Seller. In such case, Buyer shall be deemed to
      have waived any and all claims against Seller and its affiliates and its
      and their officers, directors, employees, or arising directly or
      indirectly as a result of the Environmental Hazards.

            (d) Buyer agrees that it and the Environmental Consultant shall
      conduct any Phase II Assessments or other investigations pursuant to this
      Section with reasonable care and subject to customary practices among
      environmental consultants and engineers, including, without limitation,
      following completion thereof, the restoration of any site to the extent
      practicable to its condition prior to such site assessment or
      investigation and the removal of all monitoring wells.

            (e) Any lease of a parcel of Owned Real Estate pursuant to this
      Section 7.05 shall in no way affect the transfer of any related assets or
      liabilities other than such parcel of Owned Real Estate to the Buyer at
      the Closing.

            (f) For purposes of this Section 7.05, the term "Environmental Law"
      shall mean any Federal or state law, statute, rule, regulation, code,
      order, judgment, decree, injunction, or agreement with any Federal or
      state governmental authority: (i) relating to the protection,
      preservation, or restoration of the environment (including, without
      limitation, air, water, vapor, surface water, groundwater, drinking water
      supply, surface land, subsurface land, plant and animal life or any other
      natural resource) or to human health or safety; or (ii) the exposure to,
      or the use, storage, recycling, treatment, generation, transportation,
      processing, handling, labeling, production, release or disposal of
      Hazardous Substances, in each case as amended and now in effect.
      Environmental Laws include, without limitation, the Clean Air Act (42
      U.S.C. section 7401 et seq.), the Comprehensive Environmental Response
      Compensation and Liability Act (42 U.S.C. section 9601 et seq.), the
      Federal Water Pollution Control Act (33 U.S.C. section 1251 et seq.), and
      the Occupational Safety and Health Act (29 U.S.C. section 651 et seq.).

            (g) For purposes of this Section 7.05, the term "Environmental
      Hazard" shall mean the presence of any Hazardous Substance in violation of
      and reasonably likely to require material remediation costs under,
      applicable Environmental Laws.

            (h) For purposes of this Section 7.05, the term "Hazardous
      Substance" shall mean any substance, whether liquid, solid, or gas, (a)
      listed, identified or designated as hazardous or toxic to a level which
      requires remediation under any Environmental Law;


                                     - 34 -
<PAGE>
      (b) which, applying criteria specified in any Environmental Law, is
      hazardous or toxic; (c) the use or disposal of which is regulated under
      Environmental Law; or (d) toxic mold spores.

      7.06 Effect of Transitional Action. Except as and to the extent expressly
set forth in this Article 7, nothing contained in this Article 7 shall be
construed to be an abridgment or nullification of the rights, customs and
established practices under applicable banking laws and regulations as they
affect any of the matters addressed in this Article 7.

                                  ARTICLE VIII

                      GENERAL COVENANTS AND INDEMNIFICATION

      8.01 Confidentiality Obligations of Buyer. From and after the date hereof,
Buyer, its affiliates, and parent company shall treat all information received
from Seller concerning the business, assets, operations, and financial condition
of Seller, and its affiliates, and its customers (including without limitation
the Branches), as confidential (the "Confidential Information"), unless and to
the extent that Buyer can demonstrate that such Confidential Information was
already known to Buyer and its affiliates, or in the public domain, or received
from a third person not known by Buyer to be under any obligation to Seller; and
Buyer shall not use any such Confidential Information for any purpose except in
furtherance of the transactions contemplated hereby. Upon the termination of
this Agreement, Buyer shall, and shall cause its affiliates, if any, to,
promptly return all documents and work papers containing, and all copies of, any
Confidential Information received from or on behalf of Seller in connection with
the transactions contemplated hereby. The covenants of Buyer contained in this
Section 8.01 are of the essence and shall survive any termination of this
Agreement, but shall terminate at the Closing, if it occurs, with respect to any
Confidential Information that is limited solely to the activities and
transactions of the Branches; provided, however, that neither Buyer nor any of
its affiliates shall be deemed to have violated the covenants set forth in this
Section 8.01 if Buyer shall in good faith disclose any of such Confidential
Information in compliance with any legal process, order or decree issued by any
court or agency of government of competent jurisdiction. It is expressly
acknowledged by Seller that all Confidential Information provided to Buyer
related to the Acquisition may be provided to Buyer's affiliates as necessary
for the purpose of consummating the Acquisition subject to compliance with the
foregoing restrictions.

      8.02 Confidentiality Obligations of Seller. From and after the date
hereof, Seller, its affiliates, and its parent corporation shall treat all
information received from Buyer concerning Buyer's business, assets, operations,
and financial condition as confidential (the "Confidential Information"), unless
and to the extent Seller can demonstrate that such Confidential Information was
already known to Seller or its affiliates, or in the public domain, or received
from a third person not known by Seller to be under any obligation to Buyer; and
Seller shall not use any such Confidential Information for any purpose except in
furtherance of the transactions contemplated hereby. Upon the termination of
this Agreement, Seller shall, and shall cause its affiliates, if any, to
promptly return all documents and work papers containing, and all copies of, any
such Confidential Information received from or on behalf of Buyer in connection
with the transactions contemplated hereby. The covenants of Seller contained in
this Section 8.02 are of


                                     - 35 -
<PAGE>
the essence and shall survive any termination of this Agreement; provided,
however, that Seller nor any of its affiliates shall be deemed to have violated
the covenants set forth in this Section 8.02 if Seller shall in good faith
disclose any of such Confidential Information in compliance with any legal
process, order or decree issued by any court or agency of government of
competent jurisdiction. It is expressly acknowledged by Buyer that all
Confidential Information provided to Seller related to the Acquisition may be
provided to Seller's affiliates for the purpose of consummating the Acquisition
subject to compliance with the foregoing restrictions. The covenants and
obligations of Seller hereunder shall survive the Closing and any earlier
termination of this Agreement.

      8.03 Indemnification by Seller. From and after the Closing Date, Seller
shall indemnify, hold harmless, and defend Buyer from and against all losses and
liabilities, including reasonable attorneys' fees and expenses, arising out of
any actions, suits, or proceedings commenced prior to the Closing (other than
proceedings to prevent or limit the consummation of this Agreement) relating to
operations at the Branches and/or the Deposit Liabilities of the Branches; and
Seller shall further indemnify, hold harmless, and defend Buyer from and against
all losses and liabilities, including reasonable attorneys' fees and expenses,
arising out of any actions, suits, or proceedings commenced on or after the
Closing Date to the extent the same relate to operations at the Branches and/or
the Deposit Liabilities of the Branches conducted prior to the Closing Date. The
obligations of Seller under this Section 8.03 shall be contingent upon Buyer
giving Seller written notice (i) of receipt by Buyer of any process and/or
pleadings in or relating to any actions, suits, or proceedings of the kinds
described in this Section 8.03, including copies thereof, and (ii) of the
assertion of any claim or demand relating to the operation of the Branches
and/or the Deposit Liabilities or Branch Loans prior to the Closing, including,
to the extent known to Buyer, the identity of the person(s) or entity(ies)
asserting such claim or making such demand and the nature thereof, and including
copies of any correspondence or other writings relating thereto. The rights of
Buyer under this Section shall not apply to any suits, judgments, demands,
set-offs, or other claims arising directly or indirectly in conjunction with the
Branch Loans or other Assets transferred in accordance with this Agreement
except claims for personal injury arising from injuries occurring at the
Branches prior to the Closing. All notices required by the preceding sentence
shall be given within fifteen (15) days of the receipt by Buyer of any such
process or pleadings or any oral or written notice of the assertion of any such
claims or demands. Seller shall have the right to take over Buyer's defense in
any such actions, suits, or proceedings through counsel selected by Seller, to
compromise and/or settle the same and to prosecute any available appeals or
reviews of any adverse judgment or ruling that may be entered therein. The
covenants and obligations of Seller hereunder shall survive the Closing.

      8.04 Indemnification by Buyer. From and after the Closing Date, Buyer
shall indemnify, hold harmless and defend Seller from and against all claims,
losses, liabilities, demands and obligations, including without limitation
reasonable attorneys' fees and operating expenses, which Seller may receive,
suffer, or incur in connection with (i) any losses incurred by Seller related to
Seller's compliance with instructions from Buyer made pursuant to Section 7.04
of this Agreement and not related to any negligence or malfeasance on the part
of Seller, and (ii) operations and transactions occurring after the Closing and
which involve the Assets transferred, the Deposit Liabilities, or Branch Loans
and the other obligations and liabilities assumed


                                     - 36 -
<PAGE>
pursuant to this Agreement and (iii) any actions, suits, or proceedings
commenced in connection with the Buyer's operation of the Branches after the
Closing Date. The obligations of Buyer under this Section 8.04 shall be
contingent upon Seller giving Buyer written notice (i) of the receipt by Seller
of any process and/or pleadings in or relating to any actions, suits or
proceedings of the kinds described in this Section 8.04, including copies
thereof, and (ii) of the assertion of any claim or demand relating to the Assets
transferred to and/or the Deposit Liabilities or Branch Loans and the other
obligations and liabilities assumed by Buyer on or after the Closing, including,
to the extent known to Seller, the identity of the person(s) or entity(ies)
asserting such claim or making such demand and the nature thereof, and including
copies of any correspondence or other writings relating thereto. All notices
required by the preceding sentence shall be given within fifteen (15) days of
the receipt by Seller of any such process or pleadings or any oral or written
notice of the assertion of any such claims or demands. Buyer shall have the
right to take over Seller's defense in any such actions, suits, or proceedings
through counsel selected by Buyer, to compromise and/or settle the same and to
prosecute any available appeals or review of any adverse judgment or ruling that
may be entered therein. The covenants and obligations of Buyer hereunder shall
survive the Closing.

      8.05 Non-Competition. For a period of two (2) years following the Closing
Date, the parties do hereby agree as follows:

            (a) Seller. Without the written consent of the Buyer, the Seller and
      its subsidiaries and affiliates will not, directly or indirectly (1) open
      a banking office, branch office, ATM or loan or deposit production office;
      (2) solicit the former customers; (3) sponsor targeted advertisements to
      the former customers; (4) directly solicit Deposit Accounts of the type
      assumed by Buyer from customers whose Deposit Liabilities are assumed or
      acquired by Buyer pursuant to this Agreement; (5) solicit the refinance of
      any of Branch Loans from borrowers whose Branch Loans are being acquired
      by Buyer hereunder, except as may occur in connection with (i)
      solicitations outside the designated market area of the Branches, and (ii)
      customers or borrowers with a banking or other relationship with Seller or
      its affiliates at branches other than the Branches, including deposit or
      loan relationships (including non-Branch loans), or who have or maintain
      more than one place of business; or (6) otherwise engage in any form of
      competition with the business of Buyer in Okaloosa, Walton, and Bay
      Counties, Florida. Nothing contained in this Section 8.05(a) shall
      preclude Seller from continuing to operate its existing branch office
      within five (5) miles from the existing municipal boundaries of Mexico
      Beach located in Bay County, Florida on the Effective Date. In the event
      Seller subsequently agrees to sell any of its other Florida branches
      (whether by means of a merger or a purchase and assumption transaction),
      then this Section 8.05(a) shall terminate as to such branch or branches
      and Buyer's noncompete agreement set forth in Section 8.05(b) shall
      terminate as to the County or Counties in which such branch or branches
      are located. Notwithstanding the foregoing sentence, in the event Seller
      subsequently agrees to sell any of its other Florida branches (whether by
      means of a merger or a purchase and assumption transaction) to any entity
      controlled by James A. Taylor, Sr., James A. Taylor, Jr., or David R.
      Carter, then the provisions of this Section 8.05(a) will continue in full
      force and effect as set forth herein. For the purpose of this Section
      "control" shall mean ownership of five percent (5%) or more of the voting
      stock of the entity or any


                                     - 37 -
<PAGE>
      affiliate of the entity, or any entity on which any two of the above
      persons are members of the board of directors. The covenants and
      obligations of Seller hereunder shall survive the Closing.

            (b) Buyer. Subject to Section 8.05(a), without the written consent
      of the Seller, the Buyer and its subsidiaries and affiliates will not,
      directly or indirectly (1) sponsor targeted advertising to customers of
      Seller, (2) open a banking office, branch office, ATM or loan or deposit
      production office, or (3) otherwise engage in any form of direct
      competition with the business of the Buyer within five (5) miles of the
      existing municipal boundaries of Mexico Beach located in Bay County,
      Florida on the Effective Date or otherwise in Gulf, Franklin, Liberty and
      Calhoun Counties, Florida. The covenants and obligations of the Buyer
      shall survive the Closing.

      8.06 No Shop.

            (a) Certain Definitions. The following terms are used in this
      Section 8.06 with the meanings set forth below:

            "Acquisition Proposal" means any proposal or offer with respect to
      any of the following (other than the transactions contemplated hereunder)
      involving the Seller or any of the Branches: (i) any merger,
      consolidation, share exchange, business combination or other similar
      transaction that includes the Branches; (ii) any sale, lease, exchange,
      mortgage, pledge, transfer or other disposition of the Branches; or (iii)
      any public announcement of a proposal, plan or intention to do any of the
      foregoing or any agreement to engage in any of the foregoing.

            "Acquisition Transaction" means any of the following (other than the
      transaction contemplated hereunder) involving the Seller or any of the
      Branches: (i) any merger, consolidation, share exchange, business
      combination or other similar transaction that includes the Branches; or
      (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
      disposition of the Branches.

            "Superior Proposal" has the meaning set forth in Section 8.06(b).

            (b) Acquisition Proposals. Seller agrees that neither it nor any of
      its affiliates shall, and that it shall direct and use its reasonable best
      efforts to cause its and each such affiliate's directors, officers,
      employees, agents and representatives not to, directly or indirectly,
      initiate, solicit, knowingly encourage or otherwise facilitate any
      inquiries or the making of any proposal or offer with respect to an
      Acquisition Proposal. Seller further agrees that neither Seller nor any of
      its affiliates shall, and that it shall direct and use its reasonable best
      efforts to cause its and each such affiliate's directors, officers,
      employees, agents and representatives not to, directly or indirectly,
      engage in any negotiations concerning, or provide any confidential
      information or data to, or have any discussions with, any third party
      relating to an Acquisition Proposal, or otherwise knowingly facilitate any
      effort or attempt to make or implement an Acquisition Proposal; provided,
      however, that nothing contained in this subsection 8.06(b) shall prevent
      the


                                     - 38 -
<PAGE>
      Seller or its Board of Directors from (A) complying with its disclosure
      obligations under federal or state law; (B) engaging in any negotiations
      or discussions with any third party who has made an unsolicited bona fide
      written Acquisition Proposal; or (C) recommending such an Acquisition
      Proposal to the shareholder of Seller, if and only to the extent that, in
      each such case referred to in clause (B) or (C) above, (i) Seller's Board
      of Directors determines in good faith (after consultation with legal
      counsel) that such action would be required in order for its directors to
      comply with their respective fiduciary duties under applicable law and
      (ii) Seller's Board of Directors determines in good faith (after
      consultation with its legal counsel and other advisors) that such
      Acquisition Proposal, if accepted, is reasonably likely to be consummated,
      taking into account all legal, financial and regulatory aspects of the
      proposal and the third party making the proposal and would, if
      consummated, result in a transaction more favorable to Seller from a
      financial point of view than the transaction proposed in this letter of
      intent. An Acquisition Proposal which is received and considered by the
      Seller in compliance with this subsection 8.06(b) and which meets the
      requirements set forth in clause (C) of the preceding sentence is herein
      referred to as a "Superior Proposal." Seller agrees that it will
      immediately cease and cause to be terminated any existing activities,
      discussions or negotiations with any parties conducted heretofore with
      respect to any Acquisition Proposals. Seller agrees that it will notify
      Buyer immediately if any such inquiries, proposals or offers are received
      by, any such information is requested from, or any such discussions or
      negotiations are sought to be initiated or continued with, Seller or any
      of its representatives.

            (c) Fee. If at any time prior to September 30, 2003, Seller enters
      into an acquisition agreement or similar agreement (each, an "Acquisition
      Agreement") with respect to a Superior Proposal which has been received
      and considered by Seller and Seller's Board of Directors in compliance
      with subsection 8.06(b) hereof, then Seller shall immediately notify Buyer
      and, in recognition of the efforts, expenses and other opportunities
      foregone by Buyer while structuring and pursuing the proposed transaction,
      the parties hereto agree that Seller shall pay Buyer the termination fee
      described in Section 9.05 herein in immediately available funds on the
      date Seller enters the Acquisition Agreement.

      8.07 Further Assurances. From and after the date hereof, each party hereto
agrees to execute and deliver such instruments and to take such other actions as
the other party hereto may reasonably request in order to carry out and
implement this Agreement. Without limiting the foregoing, Seller agrees to
execute and deliver such deeds, bills of sale, acknowledgments, and other
instruments of conveyance and transfer as, in the judgment of Buyer, shall be
necessary and appropriate to vest in Buyer the legal and equitable title to the
Assets of Seller being conveyed to Buyer hereunder. Further, Buyer, at its sole
cost and expense, shall prepare and shall file, or shall cause to be prepared
and filed, with any appropriate third parties, any and all documents and notices
which are necessary and proper to transfer to Buyer any security interests and
other rights of Seller in and to collateral securing the Branch Loans being
transferred hereunder. Seller shall cooperate with Buyer in executing any
necessary and proper documents and notices as may be appropriate in furtherance
of the foregoing covenant and consistent with the terms of this Agreement
provided, however, that nothing contained herein shall relieve Buyer


                                     - 39 -
<PAGE>
of its obligations as set forth herein. The covenants and obligations of the
parties hereunder shall survive the Closing.

      8.08 Operation of the Branches. Except as otherwise expressly provided in
this Agreement, after the Closing Date neither Seller, its subsidiaries,
affiliates nor parent corporation shall be obligated to provide for any
managerial, financial, business, or other services to the Branches, including
without limitation any personnel, employee benefit, data processing, accounting,
risk management, or other services or assistance that may have been provided to
the Branches prior to the close of business on the Closing Date, and Buyer shall
take such action as may in its judgment appear to be necessary or advisable to
provide for the ongoing operation and management of, and the provision of
services and assistance to, the Branches after the Closing Date. Preceding the
Closing, Seller shall cooperate with any reasonable requests of Buyer directed
to obtaining specifications for the procurement of new signs of Buyer's choosing
for installation by Buyer of new signs immediately following the close of
business on the Closing Date; provided however that Buyer's receipt of all sign
specifications shall be obtained by Buyer in a manner that does not
significantly interfere with the normal business activities and operations of
the Branches and shall be at the sole and exclusive expense of Buyer. It is
understood by the parties hereto that all mounting facilities for the signs
shall be considered as Fixed Assets for purposes of this Agreement.

      8.09 Information After Closing. Until the expiration of applicable legal
requirements for retention of the specific records, upon written request of
Seller to Buyer or Buyer to Seller, as the case may be, such requested party
shall provide the requesting party with reasonable access to, or copies of,
information and records relating to the Branches which are then in the
possession or control of the requested party reasonably necessary to permit the
requesting party or any of its subsidiaries or affiliates to comply with or
contest any applicable legal, tax, banking, accounting, or regulatory, policies
or requirements, or any legal or regulatory proceeding thereunder or requests
related to customer relationships at the Branches prior to Closing. In the event
of any such requests, the requesting party shall reimburse the requested party
for the reasonable costs of the requested party related to such request. After
such requirements have expired, Buyer or Seller, as the case may be, may destroy
such records unless within fifteen (15) days of the expiration of such
requirement, the Buyer or Seller, as the case may be, requests that such records
be delivered at the requesting party's expense, to the requesting party. The
covenants and obligations of the parties hereunder shall survive the Closing.

      8.10 Additional Loans. If Seller makes a new extension of credit to a
borrower at the Branches for $250,000 or more (excluding renewals of existing
loans) without prior notice to Buyer, Buyer may, in addition to other reasons
which render such credit unsatisfactory to Buyer, refuse to purchase such loan
at Closing.

      8.11 Advisory Directors. Buyer agrees that the current advisory directors
of Seller for the Emerald Coast Bank, except for Messrs. James A. Taylor and
James A. Taylor, Jr., shall be asked to serve as the Emerald Coast Community
Advisory Group of Buyer after Closing. Messrs. James A. Taylor and James A.
Taylor, Jr. shall submit their written resignations as advisory directors of the
Emerald Coast Bank at or prior to Closing.


                                     - 40 -
<PAGE>
                                   ARTICLE IX

                                   TERMINATION

      9.01 Termination by Mutual Agreement. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned by mutual consent of the
parties authorized by a vote of a majority of the Board of Directors (or by the
vote of the Executive Committee of such Board, if so empowered) of each of
Seller and Buyer.

      9.02 Termination by Seller. This Agreement may be terminated and the
transactions contemplated hereby abandoned by a vote of a majority of the Board
of Directors (or by the vote of the Executive Committee of such Board, if so
empowered) of Seller:

            (a) in the event of a material breach by Buyer of this Agreement;

            (b) in the event any of the conditions precedent specified in
      Section 5.01 of this Agreement have not been met as of the date required
      by this Agreement and have not been waived by Seller;

            (c) in the event any regulatory approval for the consummation of the
      Acquisition is denied by the applicable regulatory authority; or

            (d) on or after September 30, 2003 if the Closing has not then
      occurred unless the failure to consummate by such date is due to a breach
      of this Agreement by Seller.

      9.03 Termination by Buyer. This Agreement may be terminated and the
transactions contemplated hereby abandoned by a vote of a majority of the Board
of Directors (or by the vote of the Executive Committee of such Board, if so
empowered) of Buyer:

            (a) in the event of a material breach by Seller of this Agreement;

            (b) in the event any of the conditions precedent specified in
      Section 5.02 of this Agreement have not been met as of the date required
      by this Agreement and have not been waived by Buyer;

            (c) in the event any regulatory approval required for consummation
      of the Acquisition or Merger is denied by the applicable regulatory
      authority;

            (d) on or after September 30, 2003 if the Closing has not then
      occurred unless the failure to consummate by such time is due to a breach
      of this Agreement by Buyer; or

            (e) at the option of Buyer in the event that there is a material
      adverse change in the Assets, Liabilities, financial condition or results
      of operations of Seller, or pending or threatened litigation or claims
      with respect to the transactions contemplated by this Agreement which, in
      the opinion of Buyer, may hinder or delay the Seller's ability to


                                     - 41 -
<PAGE>
      perform its obligations hereunder and to consummate the Acquisition and
      which cannot be cured by the Seller prior to September 30, 2003.

      9.04 Effect of Termination. The termination of this Agreement pursuant to
Sections 9.02 or 9.03 of this Article 9 shall not release any party hereto from
any liability or obligation to the other party hereto arising from (i) a breach
of any provision of this Agreement occurring prior to the termination hereof, or
(ii) the failure to timely satisfy all conditions precedent to the obligations
of a party to the extent that such failure is attributable to the actions or
inactions of such party.

      9.05 Termination Fee. In the event this Agreement is terminated by (i)
Seller pursuant to Section 8.06, or (ii) Buyer for a reason other than as set
forth in Section 9.03, the terminating party shall pay to the non-terminating
party a termination fee in the amount of Five Million Dollars ($5,000,000). The
termination fee shall be payable to the appropriate party in full by the other
party in immediately available funds on, as to the Seller the date Seller enters
an Acquisition Agreement and, as to Buyer, the date of the delivery of the
notice of termination.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      10.01 Expenses. Except as and to the extent specifically allocated
otherwise herein, each of the parties hereto shall bear its own expenses,
whether or not the transactions contemplated hereby are consummated. The
provision of this Section 10.01 are of the essence and shall survive the
termination of this Agreement.

      10.02 Certificates. All statements contained in any certificate
("Certificate') delivered by or on behalf of Seller or Buyer pursuant to this
Agreement or in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties of the party delivering the
Certificate hereunder. Each such Certificate shall be executed on behalf of the
party delivering the Certificate by duly authorized officers of such party.

      10.03 Termination of Representations and Warranties. The respective
representations and warranties of Seller and Buyer contained or referred to in
this Agreement or in any Certificate, schedule, or other instrument delivered or
to be delivered pursuant to this Agreement shall terminate at the Closing,
except for:

            (a) those representations and warranties contained in the Warranty
      Deeds delivered by Seller to Buyer at the Closing;

            (b) those representations and warranties contained in any bill of
      sale relating to the Assets delivered by Seller to Buyer at Closing;

            (c) those representations and warranties contained in any instrument
      of assumption, or any Third Party Lease delivered by Buyer to Seller at
      the Closing; and


                                     - 42 -
<PAGE>
            (d) those representations and warranties contained in any
      Certificate delivered by the parties at the Closing.

      10.04 Waivers. Prior to Closing, any provision of this Agreement may be
waived by the party benefited by the provision by written instrument signed by
duly authorized officers of such party.

      10.05 Notices. All notices and other communications hereunder may be made
by mail, hand-delivery or by courier service and notice shall be deemed to have
been given when received; provided, however, if notices and other communications
are made by nationally recognized overnight courier service for overnight
delivery, such notice shall be deemed to have been given one business day after
being forwarded to such a nationally recognized overnight courier service for
overnight delivery.

            If to Seller:

            The Bank
            17 North Twentieth Street
            Birmingham, AL 35203
            Attention: James A. Taylor, Chairman

            With copies to:

            The Bank
            17 North Twentieth Street
            Birmingham, AL 35203
            Attention: F. Hampton McFadden, Jr., Esq.

            If to Buyer:

            Trustmark National Bank
            248 E. Capitol Street, Suite 540
            Jackson, MS 39201
            Attention: Richard G. Hickson, Chairman
                       and Chief Executive Officer

            With a copy to:

            Brunini, Grantham, Grower & Hewes, PLLC
            248 E. Capitol Street, Suite 1400
            Jackson, MS 39201
            Attention: Granville Tate, Jr., Esq.

or such other person or address as any such party may designate by notice to the
other parties, and shall be deemed to have been given as of the date received.


                                     - 43 -
<PAGE>
      10.06 Parties in Interest; Assignment; Amendment. The rights and
obligations of each party hereto shall be exclusively and individually binding
upon, and shall inure exclusively and individually to the benefit of, that party
and its respective permitted successors and assigns. This Agreement is binding
upon and is for the benefit of the parties hereto and their respective
successors, legal representatives, and permitted assigns, and no person who is
not a party hereto (or a permitted successor or assignee of such party) shall
have any rights or benefits under this Agreement, either as a third party
beneficiary or otherwise. This Agreement cannot be amended or modified, except
by a written agreement executed by the parties hereto and is not assignable.

      10.07 Headings. The headings, table of contents, and index to defined
terms (if any) used in this Agreement are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

      10.08 Terminology. The specific terms that are defined in various
provisions of this Agreement shall apply throughout this Agreement (including
without limitation each Schedule hereto), unless expressly indicated otherwise.
In addition, the following terms and phrases shall have the meanings set forth
for purposes of this Agreement (including such Schedule):

            (a) The term "business day" shall mean any day other than a
      Saturday, Sunday, or a day on which either Seller or Buyer is closed in
      accordance with applicable law or regulation. Any action, notice, or right
      which is to be taken or given or which is to be exercised or lapse on or
      by a given date which is not a business day may be taken, given, or
      exercised, and shall not lapse, until the next business day following.

            (b) The term "affiliate" shall mean, with respect to any person, any
      other person directly or indirectly controlling, controlled by or under
      common control with such person.

            (c) The term "material" shall mean, with respect to the Seller, a
      breach of any representation, warranty or covenant contained in this
      Agreement which, separately or in the aggregate with any other such
      breach, does or could result in a cost, loss, detriment or obligation in
      excess of $400,000 or a reduction in the total Branch Loans of $20 million
      or Deposit Liabilities of $30 million. Provided, however, with reference
      to the representations, warranties, and covenants of Buyer contained in
      this Agreement, "material" shall have the meaning normally accorded such
      terms considering the relative importance of such representation,
      warranty, or covenant in the context of an organization of the type of and
      size of Buyers.

            (d) The term "Permitted Exceptions" shall mean, with respect to the
      Owned Real Estate and the Leased Real Estate: (i) those standard
      exceptions appearing as Schedule B items in a standard ALTA owners or
      leasehold title insurance policy (other than for matters revealed by a
      current survey), and any other exceptions, restrictions, easements, rights
      of way, and encumbrances referenced in the Title Commitments delivered by
      Seller to Buyer as indicated in Section 2.01(b) of this Agreement; (ii)
      statutory liens for current taxes or assessments not yet due, or if due
      not yet delinquent, or the validity of which is being contested in good
      faith by appropriate proceedings; (iii)


                                     - 44 -
<PAGE>
      such other liens, imperfections in title, charges, easements,
      restrictions, and encumbrances (but in all cases of Owned Real Estate
      excluding those which secure borrowed money) which, individually and in
      the aggregate, do not materially detract from the value of, or materially
      interfere with the present use of, any property subject thereto or
      affected thereby; and (iv) such other exceptions as are approved by Buyer
      in writing.

            (e) The term "person" shall mean any individual, corporation
      partnership, limited liability company, association, trust, or other
      entity, whether business, personal, or otherwise.

            (f) Unless expressly indicated otherwise in a particular context,
      the terms "herein," "hereunder," "hereto," "hereof," and similar
      references refer to this Agreement in its entirety and not to specific
      articles, sections, schedules, or subsections of this Agreement. Unless
      expressly indicated otherwise in a particular context, references in this
      Agreement to enumerated articles, sections, and subsections refer to
      designated portions of this Agreement (but do not refer to portions of any
      Schedule unless such Schedule is specifically referenced) and do not refer
      to any other document.

            (g) The term "subsidiary" shall mean a corporation, partnership,
      limited liability company, joint venture, or other business organization
      more than 50% of the voting securities or interests in which are
      beneficially owned or controlled by the indicated parent of such entity.

      10.09 Flexible Structure. References in this Agreement to federal or state
laws or regulations, jurisdictions, or chartering or regulatory authorities
shall be interpreted broadly to allow maximum flexibility in consummating the
transactions contemplated hereby in light of changing business, economic, and
regulatory conditions. Without limiting the foregoing, in the event Seller and
Buyer agree in writing to alter the legal structure of the transaction
contemplated by this Agreement to such laws, regulations, jurisdictions, and
authorities shall be deemed to be altered to reflect the laws, regulations,
jurisdictions, and authorities that are applicable in light of such change.

      10.10 Press Releases. Seller or Buyer, as the case may be, shall approve,
in writing prior to issuance, the form and substance of any press release or
other public disclosure relating to any matters relating to this Agreement
issued by the other. Nothing contained herein shall restrict or prohibit Buyer
or Seller from issuing press releases or public disclosures which, based on the
advice of counsel, are required by applicable law or regulation and limited to
information necessary for compliance with same.

      10.11 Entire Agreement. This Agreement supersedes any and all oral or
written agreements and understandings heretofore made relating to the subject
matter hereof and contains the entire agreement of the parties relating to the
subject matter hereof. All schedules, exhibits, and appendices to this Agreement
are incorporated into this Agreement by reference and made a part hereof.


                                     - 45 -
<PAGE>
      10.12 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Mississippi applicable to contracts
made and to be performed entirely within such State.

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

      10.14 Allocation Schedule. The total purchase price for the Acquisition
shall be allocated in accordance with Schedule L. After the Closing, the parties
shall make consistent use of the allocation, fair market value and useful lives
specified in Schedule L for all tax purposes and in all filings, declarations
and reports with the IRS in respect thereof, including the reports required to
be filed under Section 1060 of the Internal Revenue Code. Buyer shall prepare
and deliver IRS Form 8594 to Seller within forty-five (45) days after the
Closing Date to be filed with the IRS. In any proceeding related to the
determination of any tax, neither Buyer nor Seller shall contend or represent
that such allocation is not a correct allocation.

      10.15 Severability. Except to the extent that application of this Section
10.15 would have a Material Adverse Effect on Buyer or Seller, any term or
provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid on unenforceable
the remaining terms of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable. In all such cases, the parties shall use their reasonable best
efforts to substitute the valid, legal and enforceable provision which, insofar
as practicable, implements the original purposes and intents of this Agreement.

      10.16 Enforcement of Agreement. Seller hereby agrees that irreparable
damage would occur to Buyer in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that, except upon the occurrence of
an event described in Section 8.06 for which the termination fee set forth in
Section 9.05 will be payable by the Seller to the Buyer, Buyer shall be entitled
to an injunction or injunctions to prevent Seller's breach of this Agreement and
to enforce specifically the terms and provisions hereof in any court of
competent jurisdiction, this being in addition to any other remedy to which it
is entitled at law or in equity. In no event shall Seller be entitled to demand
specific performance of Buyer's obligations under this Agreement.

      10.17 Interpretation. When a reference is made in this Agreement to the
Sections, Schedules, or Exhibits, such reference shall be to a Section of,
Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and are not part of this Agreement. Whenever the words "include,"
"includes," or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation."


                                     - 46 -
<PAGE>
      10.18 No Rule of Construction. The parties acknowledge that this Agreement
was initially prepared by Buyer and that all parties have read and negotiated
the language used in this Agreement. The parties agree that, because all parties
participated in negotiating and drafting this Agreement, no rule of construction
shall apply to this Agreement which construes ambiguous language in favor of or
against any party by reason of that party's role in drafting this Agreement.

      [Remainder of page intentionally omitted]


                                     - 47 -
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized, all as of
the date first above written.

                                            THE BANK

ATTEST:

                                            /s/JAMES A. TAYLOR
------------------------------------        ------------------------------------
                                            James A. Taylor, Chairman


(Seal)
<PAGE>
                                            TRUSTMARK NATIONAL BANK

ATTEST:

/s/T.HARRIS COLLIER,III                     /s/RICHARD G. HICKSON
------------------------------------        ------------------------------------
T. Harris Collier, III,                     Richard G. Hickson, Chairman and
Secretary                                   Chief Executive Officer


(Seal)