<PAGE>
                PURCHASE AND ASSUMPTION AGREEMENT

     This Agreement, dated July 24, 1998 is between Newport
Federal Bank, Newport, Tennessee ("Buyer"), and Union Planters
Bank of the Lakeway Area, Morristown, Tennessee ("Seller").

                             RECITALS   

     A.   Seller desires to dispose of certain assets and
liabilities of its branch located in Newport, Tennessee upon the
terms and conditions provided in this Agreement.

     B.   Buyer has proposed to purchase such assets and assume
such liabilities upon the terms and conditions provided in this
Agreement.

                            AGREEMENT

1.   DEFINITIONS

     1.1  Certain Defined Terms.
          ---------------------

          Some of the capitalized terms appearing in this
Agreement are defined below.  The definition of a term expressed
in the singular also applies to that term as used in the plural
and vice versa.

          "Affiliate" means a Person that directly or
indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, a specified
Person, except in those cases where the controlling Person
exercised control solely in a fiduciary capacity.

          "Amount of Premium" has the meaning set forth in
Section 3.1 of this Agreement.

          "Assets" has the meaning set forth in Section 2.1 of
this Agreement.

          "Benefit Plan" means any pension, profit-sharing,
retirement or other employee benefit, fringe benefit, severance
or welfare plan maintained or with respect to which
contributions are made by Seller or any of its Affiliates in
connection with Seller's employees.

          "Book Value of the Real Property" means the amount
determined pursuant to Section 2.5(b).

          "Branch" means the branch office of Seller located as
345 Cosby Highway in Newport, Tennessee.

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         "Business Day" means any Monday, Tuesday, Wednesday,
Thursday, or Friday on which Seller is open for business.

          "Check Credit Lines of Credit" means those consumer
lines of credit made available to customers of the Branch as a
protection against overdrafts on Deposit Accounts (Deposit
Accounts associated with Check Credit Lines of Credit are
included in the Deposits).

          "Check Credit Loans" means those loans made under
Check Credit Lines of Credit (Check Credit Loans are included in
the Loans).

          "Closing" means the transfer of the Assets and the
assumption of the Liabilities on the Closing Date.

          "Closing Date" has the meaning set forth in Section
9.1 of this Agreement.

          "Deposit Accounts" means those existing deposit
accounts at the Branch the balances of which are included in the
Deposits (the Deposit Accounts include any individual retirement
accounts but do not include any other retirement plan accounts
or any other accounts for which Seller acts as a custodian,
trustee or other fiduciary).

          "Deposits" means all deposits as defined in 12 U.S.C.
Section 1813(1) which are held in Deposit Accounts booked at the
Branch (including Deposit Accounts associated with Check Credit
Lines of Credit, Check Credit Loans and Overdrafts), including
in each case accrued but unpaid interest and both collected and
uncollected funds, but excluding deposits constituting official
checks, travelers checks, money orders or certified checks.  A
list of all Deposits as of a recent date is attached as Exhibit
D hereto.

          "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

          "ERISA Affiliate" means any entity that is considered
one employer with Seller under Section 4001 of ERISA or Section
414 of the Internal Revenue Code.
          
          "Federal Funds Rate" means, for any day, the rate per
annum (expressed on a basis of calculation of actual days in a
year) equal to the "near closing bid" federal funds rate
published in The Wall Street Journal on the Monday following the
Closing Date.

          "Fixed Assets" means all fixtures (including existing
signage poles and frames), leasehold improvements, furnishings
(excluding artwork owned by Seller), vaults, equipment
(excluding computers and printers, but including the Automated
Teller Machine), supplies (other than forms and other supplies
which bear Seller's logo), and other personal property, which
are owned or (to the extent of the lessee's interest) leased by
Seller, which are located at the Branch, as set forth in Exhibit
B hereto.

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          "Governmental Entity" means any government or any
agency, bureau, board, commission, court, department, official,
political subdivision, tribunal or other instrumentality of any
government having authority in the United States, whether
federal, state or local.

          "Liabilities" has the meaning set forth in Section 2.2
of this Agreement.

          "Loan Documentation" means all notes, loan or credit
agreements, security or other collateral agreements, disclosure
forms, and similar agreements or instruments, and all related
records, relating to any of the Loans.

          "Loans" means all loans secured by savings accounts
and/or certificates of deposit (including Check Credit Lines of
Credit, Check Credit Loans and Overdrafts) which are booked at
the Branch, and fully performing in accordance with their terms,
to be purchased by Buyer pursuant to this Agreement.  A list of
all Loans as of a recent date is attached as Exhibit C hereto.

          "Mediator" means the firm of Deloitte & Touche LLP or
if that firm declines to perform the functions of the Mediator
specified in this Agreement, then another firm of certified
public accountants mutually agreeable to Seller and Buyer.

          "Overdrafts" means those overdrafts of the book
balance of any active Deposit Accounts which are not subject to
a pre-existing line of credit (Overdrafts are included in the
Loans, and Deposit Accounts subject to Overdrafts are included
in the Deposits).

          "Person" means an association, a corporation, an
individual, a partnership, a trust, or any other entity or
organization, including a Governmental Entity.

          "Real Property" means the land (including the
improvements thereon) owned by Seller on which the Branch is
located, as more particularly described on Exhibit A hereto.

          "Welfare Benefit Plans" means those Benefit Plans
which are "welfare benefit plans" as defined by ERISA.

2.   TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

     2.1  Sale of Assets.
          --------------

          Seller will sell, assign and transfer possession of
and all right, title, and interest of Seller in and to the
following assets to Buyer (the "Assets") as of the close of
business on the Closing Date:

          (a)  the Real Property;

          (b)  the Fixed Assets;

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          (c)  cash on hand in the Branch; and

          (d)  Seller's rights under the Loans.

     2.2  Assumption of Liabilities.
          -------------------------

          Buyer agrees, as of the close of business on the
Closing Date, to assume, pay, perform and discharge the
following liabilities of Seller (the "Liabilities"):

          (a)  the Deposits and all terms and agreements
relating to the Deposit Accounts, as such terms and agreements
are in effect at Closing, and all requirements of applicable law
with respect to the Deposit Accounts.

     2.3  Transfer of Records.
          -------------------

          (a)  Seller also shall transfer to Buyer possession
and all right, title and interest of Seller in and to (i) all
books and records relating to the Assets and the Liabilities
which are maintained at the Branch, including any signature
cards, (ii) all signature cards for the Deposit Accounts which
are not held at the Branch and (iii) the Loan Documentation.

          (b)  Any books and records relating to the Assets, the
Liabilities, or the Branch (including historical information on
Deposit Accounts) held by either Seller or Buyer after Closing
shall be maintained in accordance with (and for the period
provided in) that party's standard record keeping policies and
procedures.  Throughout that period, the party holding any such
books and records shall comply with the reasonable request of
the other party to provide copies of specified documents, at the
expense of the requesting party.  The requesting party shall
give reasonable notice of any such request.  Except for the
destruction by Seller or Buyer in the ordinary course of records
which are commingled with records relating to assets and
liabilities which are not related to the Branch, neither party
will destroy any books or records relating to the Assets, the
Liabilities, or the Branch before the fifth anniversary of the
Closing without providing at least forty-five (45) days written
notice to the other party.  Subject to any obligation of Seller
or Buyer to keep the records confidential, the party receiving
the notice shall be permitted to inspect any such records, and
to take possession of them, provided that it shall reimburse the
party providing the notice for any out-of-pocket expense
incurred in that regard.

     2.4  Tax Matters.
          -----------

          (a)  Notwithstanding Section 2.6, Buyer shall pay to
Seller or the relevant taxing jurisdiction (as appropriate under
the circumstances), or reimburse to Seller if Seller shall have
paid, any sales and use taxes and any interest and penalties
thereon which are payable or arise as a result of this Agreement
or the consummation of the transactions contemplated by this
Agreement.  Seller shall deposit and/or pay over to the relevant
taxing jurisdiction amounts

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received from Buyer at the time required by law so as to avoid
such interest or penalties.  The purchase price of the Fixed
Assets shall be the amount set forth in Section 3.2(b).

          (b)  Notwithstanding Section 2.6, Buyer shall pay to
Seller or the relevant taxing jurisdiction (as appropriate under
the circumstances), or reimburse to Seller if Seller shall have
paid, all real property transfer, recording, and similar
documentary taxes arising out of the transfer, transfer of title
to or assignment of the Loans, the Loan Documentation, the Real
Property, and the Fixed Assets.  Seller shall deposit and/or pay
over to the relevant taxing jurisdiction such amounts received
from Buyer at the time required by law so as to avoid any such
interest or penalties.

     2.5  Matters Relating to the Sale of the Real Property.
          -------------------------------------------------

          (a)  Buyer shall pay any fee (other than the taxes
referred to in Section 2.4(b)) for recording the deeds for the
Real Property.

          (b)  The purchase price of the Real Property and Fixed
Assets shall be $285,000.00.

     2.6  Proration of Certain Expenses.
          -----------------------------

          Subject to the provisions of Section 2.4, all rentals,
real estate taxes, personal property taxes (tangible or
intangible), utility, water and sewer charges and assessments,
as well as semiannual assessments paid to the Savings
Association Insurance Fund, with respect to the Deposits, shall
be adjusted on a pro rata basis as of the close of business on
the Closing Date.

     2.7  Back Office Conversion.
          ----------------------

          Seller and Buyer shall cooperate with each other and
shall use their reasonable best efforts (as consistent with
their internal day-to-day operations) in order to cause the
timely transfer of information concerning the Assets and
Liabilities which is maintained on Sellers data processing
systems so that Buyer can incorporate the Deposits and the Loans
onto its deposit and loan accounting system no later than the
opening of business on the Business Day following the Closing
Date.  Upon Buyer's reasonable request, Seller also shall
provide  Buyer from time to time before Closing with proposed
detailed record layouts and file descriptions and with computer
tapes in Seller's computer format as may be reasonably necessary
to conduct test conversions.  Within fifteen (15) days after the
date of this Agreement, Seller and Buyer shall each designate an
appropriate officer to be responsible for the necessary
cooperation of the parties and to act as an initial contact for
questions and requests for information.  Buyer shall bear the
expense of conversion, and Seller shall bear the expense of
deconversion.

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     2.8  Information Returns.
          -------------------

          Buyer shall file all required information returns with
the Internal Revenue Service with respect to interest paid on
the Deposits after the Closing Date, interest received on Loans
after the Closing Date, and any other information return
required with respect to the Deposits, Loans, Real Property, and
any other transferred Assets and Liabilities for the period
beginning after the Closing Date.  Seller will file all required
information returns with the Internal Revenue Service and any
information return required by state and local tax authorities
with respect to interest paid on the Deposits on or before the
Closing Date, and any other information return required with
respect to the Deposits, Loans, Real Property, and any other
transferred Assets and Liabilities for any period ending on or
before the Closing Date.  The parties shall cooperate upon
request in preparing these information returns.

     2.9  ACH Transactions.
          ----------------

          Seller will provide Buyer, within 30 days prior to
Closing, a list of its ACH entries for electronic transfer
accounts domiciled at the Branch together with all supporting
documentation.  After the Closing for a period of 180 days,
Seller will, on a daily basis, remit and transfer to Buyer all
ACH entries and corresponding direct deposits intended for
accounts to be assumed hereunder.

3.  BID AMOUNT AND PAYMENTS

     3.1  Amount of Premium.
          -----------------

          In further consideration of Seller entering into this
Agreement, Buyer will pay to Seller, on the Closing Date, as
described in Sections 3.2 and 3.3 of this Agreement, an amount
equal to 8% of the Deposits ("Amount of Premium").

     3.2  Payments by Seller.
          ------------------

          In consideration of Buyer's purchase of the Assets and
its assumption of the Liabilities, Seller shall pay to Buyer in
immediately available funds an amount equal to the Deposits, as
of the close of business on the Closing Date, less the sum of
the following, calculated as at the close of business on the
Closing Date:

          (a)  $285,000 for the Real Property and Fixed Assets
purchased by Buyer;

          (b)  the aggregate principal amounts outstanding plus
any accrued interest on the Loans as recorded on Seller's books;

          (c)  the amount of cash on hand at the Branch;

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          (d)  the net amount (which may be a negative amount)
of taxes payable by Buyer and Seller under Section 2.4 (i.e.,
the amount payable by Buyer less the amount payable by Seller);

          (e)  the net amount (which may be a negative amount)
of any adjustments under Section 2.6 (i.e., the amount payable
by Buyer less the amount payable by Seller); and

          (f)  the Amount of Premium.

          In addition, in consideration of Buyer's purchase of
the Check Credit Loans and Overdrafts and its assumption of the
Deposit Accounts associated therewith, Seller shall pay or
credit to Buyer, in connection with the Adjustment Payment under
the Final Closing Statement, an amount equal to (i) any Check
Credit Loans and Overdrafts outstanding as of the Closing Date
which remain unpaid as of the Final Settlement Date plus (ii)
all premium amounts paid by Buyer for the Deposits associated
with any such Check Credit Loans and Overdrafts.

     3.3  Settlement.
          ----------

          (a)  Not less than two (2) Business Days before the
Closing Date, Seller shall deliver to Buyer a proposed
Preliminary Closing Statement, together with supporting
documentation reasonably satisfactory to Buyer, certified by an
officer of Seller.  The Preliminary Closing Statement shall be
prepared in consultation with Buyer and in accordance with
Seller's customary practices and procedures used in preparing
financial statements, in the form of Exhibit E hereto, completed
as at the close of business on the Friday before the Closing
Date.  The parties shall agree upon the Preliminary Closing
Statement before the Closing Date, and it shall be the basis of
a preliminary payment to be made to Buyer's account on the
Closing Date (the "Preliminary Payment").  A party's agreement
to the Preliminary Closing Statement shall not be binding with
respect to the Final Closing Statement.

          (b)  The parties shall cooperate in the preparation of
a proposed Final Closing Statement, together with supporting
documentation reasonably satisfactory to Buyer, to be certified
by an appropriate officer of Seller between thirty (30) and
forty (40) days after the Closing Date (or on a different date
agreed upon by the parties), and the parties shall use their
best efforts to agree upon the Final Closing Statement promptly. 
The Final Closing Statement shall be prepared in consultation
with Buyer and in accordance with Seller's customary practices
and procedures used in preparing financial statements, in the
form of Exhibit F hereto, and it shall be completed as of the
close of business on the Closing Date.  On the Business Day
after Buyer and Seller agree to the Final Closing Statement, or
Seller receives notice of any determination of the Final Closing
Statement under subsection (d) (the "Final Settlement Date"),
Seller shall pay to Buyer (or Buyer shall pay to Seller, as the
case may be) an amount (the "Adjustment Payment") equal to the
amount due stated on the Final Closing Statement, plus interest
from the Closing Date until the calendar day before the
Adjustment Payment is made at a rate per annum (calculated daily
based on a 360-day year) equal to the Federal Funds Rate.

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          (c)  If the parties are unable to agree on a Final
Closing Statement within sixty (60) days after Closing, then
subject to Section 11.3(b), either party may submit the matter
to the Mediator, which shall determine all disputed portions of
the Final Closing Statement in accordance with the terms and
conditions of this Agreement within thirty (30) days after the
submission.  The parties shall each pay half of the fees and
expenses of the Mediator, except that the Mediator may assess
the full amount of its fees and expenses against either party if
it determines that party negotiated the Final Closing Statement
in bad faith.  The Final Closing Statement, as agreed upon by
the parties and/or determined under this subsection, shall be
final and binding upon the parties.

          (d)  The Preliminary Payment and the Adjustment
Payment shall all be made by wire transfer of immediately
available Federal Reserve Funds to the account of the party
receiving the payment, which account shall be identified by the
party receiving the funds to the other party not less than two
(2) Business Days prior to the Closing.

4.   SELLER'S REPRESENTATIONS AND WARRANTIES

          Seller makes the following representations and
warranties to Buyer.

     4.1  Power and Authority.
          -------------------

          (a)  Seller has the corporate power and authority to
enter into and perform this Agreement.  The execution and
delivery of this Agreement has been duly authorized by all
necessary corporate action by Seller.  Upon execution and
delivery by both parties, this Agreement will constitute a valid
and binding obligation of Seller, enforceable in accordance with
its terms, subject to conservatorship, receivership, and a
court's right under general principles of equity to refuse to
direct specific performance.

          (b)  The performance of this Agreement by Seller will
not violate any provision of the Articles of Association or
By-Laws of Seller, or any applicable law, rule, regulation or
order or any contract or instrument by which Seller is bound
except for such violations which, in the aggregate, would not
reasonably be expected to have a material adverse effect on the
financial condition, business, or operations of the Branch,
taken as a whole, or the consummation of the transactions
contemplated by this Agreement (a "Seller Material Adverse
Effect").

     4.2  Litigation and Regulatory Proceedings.
          -------------------------------------

          There are no actions, complaints, petitions, suits or
other proceedings, or any decree, injunction, judgment, order or
ruling, entered, promulgated or pending or (to Seller's
knowledge) threatened against Seller or any of the Assets,
Liabilities, or Branch, which alone, or taken in the aggregate,
reasonably would be expected to have a Seller Material Adverse
Effect.  No governmental agency has notified Seller that it
would oppose or not approve or consent to the

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transactions contemplated by this Agreement and Seller knows of
no reason for any such opposition, nonapproval, or nonconsent.

     4.3  Consents and Approvals.
          ----------------------

          Except for the regulatory approvals mentioned in
Section 9.4(a) of this Agreement, no consents or approvals, or
filings or registrations with any third party or any public
body, agency, or authority are necessary in connection with
Seller's consummation of the transactions contemplated by this
Agreement other than as a result of any facts or circumstances
relating solely to Buyer.

     4.4  Real Property and Fixed Assets.
          ------------------------------

          (a)  Seller has good and marketable title to the Real
Property and Fixed Assets (except for leased equipment, in which
case it has the right to assign such leases in accordance with
and subject to the disclosed terms and conditions thereof), free
and clear of all encumbrances, except for easements and
restrictions of record, applicable zoning laws, the rights of
landlords under any ground leases relating to the Real Property,
the rights of any tenants under any written tenancy agreements
(Seller represents that there are none), and imperfections or
irregularities of title, claims, charges, security interests,
liens or encumbrances, if any, which do not materially detract
from the value of or interfere with the use of the Real Property
or Fixed Assets, as the case may be, current taxes and
assessments not delinquent, or liens incurred in the ordinary
course of Seller's business at the Branch.

          (b)  Except as expressly set forth herein, Buyer does
hereby acknowledge and agree that:  (a) Buyer is expressly
purchasing the Real Property in its existing condition "AS IS,
WHERE IS, AND WITH ALL FAULTS" with respect to any facts,
circumstances, conditions and defects; (b) Seller has no
obligation to repair or correct any such facts, circumstances,
conditions or defects or to compensate Buyer for same; (c)
Seller has specifically bargained for the assumption by Buyer of
all responsibility to inspect and investigate the Real Property
and of all risk of adverse conditions; and (d) Buyer has or will
have prior to the Closing undertaken all such physical
inspections and examinations of the Real Property as Buyer deems
necessary or appropriate as to the condition of the Real
Property.  Except as expressly set forth herein, Buyer
acknowledges that Seller has made no representations or
warranties and shall have no liability to Buyer (and Buyer
hereby waives any right to recourse against Seller) with respect
to the conditions of the soil, the existence or non-existence of
hazardous substances, any past use of the Real Property, the
economic feasibility of the Real Property, or the Real
Property's compliance or non-compliance with all laws, rules or
regulations affecting the Real Property.

     4.5  Ownership of Loans.
          ------------------

          Seller has full power and authority to hold each Loan;
and has good title to the Loans free and clear of all liens and
encumbrances, except for liens and encumbrances (i) which

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do not detract from the Loans' value or interfere with the
Loans' use or (ii) are, in aggregate amounts, not material to
the value of the Loans as a whole.  Seller is authorized to sell
and assign the Loans to Buyer and, upon such assignment, Buyer
will have all rights of the lender with respect to the Loans. 
The Loans are valid and binding obligations of the parties
thereto and are enforceable in accordance with their terms
(except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar
laws relating to or affecting the enforcement of lenders' rights
generally or the rights of lenders to consumers or by general
equity principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law).

     4.6  Taxes.
          -----

          Seller either has paid all payroll, withholding,
property, sales, use, transfer, documentary, backup withholding,
license and similar taxes imposed by any taxing authority which
are due and payable by Seller with respect to the activities
conducted by the Branch, Assets, Liabilities, or has properly
accrued for the same by reserves shown on Seller's books and
records of account, or will have done one or the other of the
foregoing on or before the Closing Date.  Subject to Sections
2.4, 2.5 and 2.6, all taxes for which Seller has properly
accrued by reserves on Seller's books and records of account
shall be paid by Seller on its own behalf or on behalf of the
Buyer.  Notwithstanding any other provision in this Agreement,
Seller shall retain all right to any refund with respect to any
such tax paid by Seller on its own behalf.

     4.7  Compliance with Certain Laws.
          ----------------------------

          The Deposit Accounts and the Loans were opened,
extended or made, and have been maintained, in accordance with
all applicable federal and state laws, regulations, rules, and
orders, and the Branch has been operated in compliance with
Seller's policies and procedures and all applicable federal and
state laws, regulations, rules, and orders, except for such
instances of non-compliance which have not had, and are not
reasonably likely to have, a Seller Material Adverse Effect.

     4.8  FDIC Insurance.
          --------------

          The Deposits are insured by the Federal Deposit
Insurance Corporation through the Savings Association Insurance
Fund to the full extent permitted by law, and all premiums and
assessments required in connection therewith have been paid when
due by Seller.

5.   BUYER'S REPRESENTATIONS AND WARRANTIES

     5.1  Power and Authority.
          -------------------

          (a)  Buyer has the corporate power and authority to
enter into and perform this Agreement.  The execution and
delivery of this Agreement has been duly authorized by all

                             10<PAGE>
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necessary corporate action by Buyer.  Upon execution and
delivery by both parties, this Agreement will constitute a valid
and binding obligation of Buyer, enforceable in accordance with
its terms subject to conservatorship, receivership, and a
court's right under general principles of equity to refuse to
direct specific performance.

          (b)  The performance of this Agreement by Buyer will
not violate any provision of the Federal Stock Charter, Bylaws
or similar governing documents of Buyer, or any applicable law,
rule, regulation, or order or any contract or instrument by
which Buyer is bound except for such violations which, in the
aggregate, would not reasonably be expected to have a material
adverse effect on the consummation of the transactions
contemplated by this Agreement (a "Buyer Material Adverse
Effect").

     5.2  Litigation and Regulatory Proceedings.
          -------------------------------------

          There are no actions, complaints, petitions, suits or
other proceedings, or any decree, injunction, judgment, order or
ruling, entered, promulgated or pending or (to Buyer's
knowledge) threatened against Buyer or any of its properties or
assets which alone, or taken in the aggregate, reasonably would
be expected to have a Buyer Material Adverse Effect.  No
governmental agency has notified Buyer that it would oppose or
not approve or consent to the transactions contemplated by this
Agreement, and Buyer knows of no reason for any such opposition,
nonapproval, or nonconsent.

     5.3  Consents and Approvals.
          ----------------------

          Except for the regulatory approvals mentioned in
Section 9.3(a) of this Agreement, no consents or approvals, or
filings or registrations with any third party or any public
body, agency, or authority are necessary in connection with
Buyer's consummation of the transactions contemplated by this
Agreement other than what may be necessary as a result of any
facts or circumstances relating solely to Seller.

     5.4  Financing.
          ---------

          Buyer has sufficient funds available to it to purchase
the Assets and assume the Liabilities in accordance with this
Agreement.

6.   ADDITIONAL AGREEMENTS OF SELLER

     6.1  Access to Seller's Premises, Records, Personnel.
          -----------------------------------------------

          (a)  Upon execution of this Agreement, Seller shall
give Buyer and its representatives and counsel reasonable access
to the Branch premises, records and personnel as Buyer may
reasonably request, provided that Buyer does not unreasonably
interfere with the Branch's business operations.  Seller shall
not be required to provide access to or to disclose

                             11<PAGE>
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information where such access or disclosure might violate or
prejudice the rights of any customer or employee or would be
contrary to law, rule, regulation or any legal or regulatory
order or process or any fiduciary duty or binding agreement
entered into prior to the date of this Agreement.

          (b)  Anything contained in this Agreement to the
contrary notwithstanding, Seller shall not be required to
disclose, or to cause the disclosure to Buyer or its
representatives (or provide access to any offices, properties,
books or records of Seller, that could result in the disclosure
to such Persons or others), of any tax returns and/or any work
papers relating thereto or any other confidential information
relating to income or franchise taxes or other taxes of Seller
or of trade secrets or patent or trademark applications, or
product research and development belonging to or performed by or
for Seller, nor shall Seller be required to permit or to cause
others to permit Buyer or its representatives to copy or remove
from the offices or properties of Seller any documents, drawings
or other materials that might reveal any such confidential
information; provided, however, Buyer shall have access to tax
returns to the extent that liability for the taxes at issue
could be imposed on Buyer.

          (c)  At Buyer's request, Seller shall authorize and
permit certain of its officers and members of management to
engage in discussions with Buyer for the purposes of discussing
the Branch' business and negotiating and concluding management
employment contracts, employee benefit plans, and new incentive
plans and Buyer shall maintain the confidentiality of any
information furnished by such officers or members of management
of Seller pursuant to such discussions with Buyer.

     6.2  Communications with Seller's Customers.
          --------------------------------------

          (a)  Subject to Section 6.2(b), Seller and Buyer shall
prepare a joint notice to Seller's customers of Buyer's
impending acquisition of the Branch within ten (10) Business
Days following Seller's receipt of notice that Buyer has
obtained the approval of the Office of Thrift Supervision for
the transactions contemplated by this Agreement or such earlier
date as Seller and Buyer may mutually agree upon.  Buyer shall
bear the expense of preparing and mailing this notice. Buyer
shall then be permitted to mail material to the depositors of
the Branch concerning the proposed transaction and Buyer's
products. Seller will be permitted to mail material to the Loan
customers retained by Seller regarding how their Loans will be
serviced after Closing.  Each party's communication shall be
subject to the approval of the other party, which approval shall
not be refused unreasonably.

          (b)  Unless Buyer shall certify in writing at the time
that (x) Buyer is not aware of the occurrence of any event or
condition, which, if not corrected, would be reasonably expected
to result in the failure of any condition to Closing under
Section 9.3 or 9.4, (y) Buyer has no reason to believe that any
regulatory approval required under Section 9.3(a) will not be
forthcoming and (z) no challenge has been threatened or filed
and is pending with respect to any such regulatory approval:

                             12<PAGE>
<PAGE>

               (i)  Buyer shall not take any action with respect
to the Branch which would require that notices be posted or
provided to customers or regulators, as required by 12 U.S.C.
Subsection 1831r-1, on or prior to the Closing Date.

     6.3  Regulatory Approvals.
          --------------------

          Seller shall use its best efforts to obtain promptly
any regulatory approval on which its consummation of the
transactions contemplated by this Agreement is conditioned. 
Seller also shall cooperate fully and promptly with Buyer in
obtaining any regulatory approval which Buyer must obtain before
Closing.  Seller shall notify  Buyer promptly of any significant
development with respect to any application it files under this
section.  Seller also shall provide Buyer with a copy of any
regulatory approval it receives under this section, promptly
after Seller's receipt of the same.

     6.4  Conduct of Business.
          -------------------

          Except as provided in this Agreement and as may be
agreed upon otherwise with Buyer, Seller will continue to carry
on the business at the Branch until Closing in the ordinary
course of business, consistent with prudent past business
practices.  Seller shall not terminate the operation of the
Branch, unless those operations cease due to events beyond
Seller's control.  Seller will notify Buyer of any event of
which Seller obtains knowledge which would make any of Seller's
representations under Article IV of this Agreement false in any
material respect.

     6.5  No Solicitation.
          ---------------

          From the date of this Agreement and for a period of
eighteen (18) months after the Closing Date, (i) Seller will not
specifically target and solicit customers of the Branch and will
not directly or indirectly operate or take any action in
furtherance of operating in the future any branch office,
automated teller machine or other banking facility or service
provider in Cocke County, Tennessee, and (ii) Buyer will not
directly or indirectly operate or take any action in furtherance
of operating in the future any branch office, automated teller
machine or other banking facility or service provider in Hamblen
County, Tennessee; provided, however, these restrictions shall
not (a) restrict general mass mailings and other communications
directed to the general public or newspaper, radio or television
advertisements of a general nature, (b) prevent or restrict
Seller or Buyer from acquiring and operating any existing
banking facility actively operated by another bank in Cocke or
Hamblen County, Tennessee, respectively, whether by means of a
purchase and assumption or a merger, or (c) otherwise prevent
Seller and/or Buyer from taking such actions as may be required
to comply with any applicable federal or state laws, rules or
regulations.

                            13<PAGE>
<PAGE>

     6.6  Fixed Assets.
          ------------

          Seller has provided Buyer with a current list of the
Fixed Assets for Buyer's review (Exhibit B hereto).

     6.7  Insurance.
          ---------

          Seller shall maintain adequate insurance on all
property owned or leased by Seller constituting the Real
Property and Fixed Assets subject to sale under this agreement. 
In the event of any damage, destruction or condemnation
affecting such property and/or assets between the date hereof
and the time of the Closing, Seller shall deliver to Buyer any
insurance proceeds and other payments receive by Seller as a
result thereof and shall have duly and validly assigned to Buyer
all of Seller's rights and claims against any third party by
reason thereof unless, in the case of damage or destruction,
Seller has repaired or replaced the damaged or destroyed
property.

7.   ADDITIONAL AGREEMENTS OF BUYER

     7.1  Regulatory Approvals.
          --------------------

          Buyer agrees to use its reasonable best efforts to
complete and file within thirty (30) days after the date of this
Agreement every application necessary to obtain any regulatory
approval on which Buyer's consummation of the transactions
contemplated by this Agreement is conditioned and to use its
reasonable best efforts to obtain all such approvals promptly. 
Buyer also shall cooperate fully and promptly with Seller in
obtaining any regulatory approval which Seller must obtain
before Closing.  Buyer shall notify Seller promptly of any
significant development with respect to any application it files
under this section.  Buyer also shall provide Seller with a copy
of any regulatory approval it receives under this section,
promptly after Buyer's receipt of the same.

     7.2  Change of Name, Etc.
          -------------------

          Promptly after Closing, Buyer will (i) change the name
on all documents and facilities relating to the Assets,
Liabilities and Branch to Buyer's name, (ii) modify all persons
whose Loans or Deposits are transferred under this Agreement of
the consummation of the transactions contemplated by this
Agreement and (iii) provide all appropriate notices to the
Federal Deposit Insurance Corporation and any other appropriate
regulatory authorities required as a result of the consummation
of these transactions.  Buyer agrees not to use any forms and
other documents bearing Seller's name or logo after Closing
without the prior written consent of Seller, and, if such
consent is given, Buyer agrees that all such forms or other
documents to which such consent relates will be stamped or
otherwise marked in such a way that identifies Buyer as the
party using the form or other document.  Promptly and, in any
event, within seven (7) calendar days after the Closing Date,
Buyer will issue new checks reflecting its transit and routing
number to customers of the Branch with checking privileges. 
Buyer shall use its best efforts to encourage these customers to
begin using these checks and cease using checks bearing Seller's
name.

                             14<PAGE>
<PAGE>

8.   SELLER'S EMPLOYEES

     8.1  Transferred Employees.
          ---------------------

          (a)  Buyer will offer to hire on the Closing Date all
of Seller's employees assigned to the Branch.  Buyer further
agrees not to terminate any such employees without cause for at
least ninety days following the Closing Date.

          (b)  Buyer will not attempt to hire current Branch
Manager temporarily reassigned by Seller to Branch.

          (c)  Seller is responsible for the filing of Forms W-2
with the Internal Revenue Service and any required filing with
state tax authorities, with respect to wages and benefits paid
to each Transferred Employee for periods ending on or prior to
the Closing Date.

     8.2  Employee Benefits.
          -----------------

          (a)(i)    Following the Closing, Buyer shall not have
any liability or obligation under Seller's Benefit Plans or any
other program or arrangement of Seller or an ERISA Affiliate
thereof under which any current or former employee of Seller or
any of its Affiliates has any right to any benefits.

          (ii) Upon the Closing, the participation of
Transferred Employees in Seller's Benefit Plans shall cease in
accordance with the terms of such plans.

          (iii)     Buyer shall not under any circumstances be
responsible for any welfare or other benefits for, or claims by,
current or former employees of Seller or any of its Affiliates
arising under a Benefit Plan or as a result of events occurring
prior to the Closing Date.  Seller shall, solely with respect to
such employees, continue to be responsible after the Closing
Date for any welfare or other benefits or claims which will,
under a Benefit Plan or by reason of events which take place on
or prior to the Closing Date, become payable under the terms of
any group insurance, workers' compensation, self-funded or other
welfare, fringe or other benefit program, plan, coverage,
obligation, practice or other arrangement affecting such
employees, and Seller shall under no circumstances be
responsible for any benefits or claims of such persons arising
under a Benefit Plan or by reason of events that take place
following the Closing Date.  With respect to Transferred
Employees, Buyer shall be responsible for any welfare or other
benefits or claims which will, solely by reason of events that
take place after the Closing Date, become payable under the
terms of any group insurance, worker's compensation, self-funded
or other welfare, fringe or other benefit program, plan,
coverage, obligation, practice or other arrangement of Buyer or
any of its Affiliates affecting the Transferred Employees, and
Seller shall under no circumstances be responsible for any
benefits or claims of such persons arising by reason of events
that take place following the Closing Date; provided, however,
that Seller shall remain responsible for all benefits or claims
arising under disability or workers' compensation plans which
are or become payable after the Closing Date which result from
any disabilities or injuries occurring prior to the Closing
Date.

                             15<PAGE>
<PAGE>


          (b)(i)    On and after the Closing Date, Buyer shall
provide the Transferred Employees with the employee benefits, if
any, provided to employees of Buyer and its Affiliates, subject
to the terms of Buyer's benefit plans, provided that past
service credit for periods of service as an employee of Seller,
based on their respective date hired by Seller, shall be granted
to all Transferred Employees for eligibility and vesting (but
not benefit accrual) purposes, subject to any requirements under
Buyer's benefit plans with respect to participation entry dates.

          (ii) Buyer will grant for purposes of vacation
benefits, severance pay, and all welfare benefit plans (as
defined in ERISA) past service credit to all Transferred
Employees for periods of time credited to such Transferred
Employees under the Seller's Welfare Benefit Plans.  To the
extent that any Transferred Employee has satisfied in whole or
in part any deductible under a Welfare Benefit Plan, or has paid
any out-of-pocket expenses pursuant to any Welfare Benefit Plan
co-insurance provision, which has been disclosed to Buyer, such
amount shall be counted toward the satisfaction of any
applicable deductible or out-of-pocket expense maximum,
respectively, under the benefit plans and programs provided to
Transferred Employees by Buyer, and Buyer will use its
reasonable best efforts to cause such plans and programs to be
provided on the same basis as Buyer's current employees, subject
to the terms of Buyer's medical insurer regarding preexisting
conditions.

          (iii)     Buyer shall take whatever action is
reasonable and necessary to grant to each Transferred Employee
past service credit for purposes of eligibility and vesting (but
not benefit accrual), subject to any requirements under Buyer's
benefit plans with respect to participation entry dates, under
Buyer's defined contribution retirement plan for all periods of
service credited to each such Transferred Employee under the
Seller's defined contribution retirement savings plans.  Within
forty-five (45) days after the Closing Date, Seller shall
provide to Buyer such information as Buyer reasonably requires
to establish the service for the Transferred Employees credited
under the Seller's defined contribution retirement savings
plans.

     8.3  Training.
          --------

          Seller shall permit Buyer to train the Transferred
Employees before Closing with regard to Buyer's operations,
policies, and procedures.  This training shall take place
outside of business hours and may, at Buyer's option, take place
at the Branch.  Buyer shall promptly reimburse Seller for any
overtime expense incurred as a result of training activities.

                             16<PAGE>
<PAGE>

9.   CLOSING AND CONDITIONS TO CLOSING

     9.1  Time and Place of Closing.
          -------------------------

          The closing ("Closing") shall be a date mutually
agreed upon by the parties (the "Closing Date") which shall be
on a Tuesday and shall be no later than the later of (i)
September 29, 1998 or (ii) sixty (60) days after the last
regulatory approval necessary to the Closing has been obtained
(without regard to any statutory waiting periods following such
approval).  Closing shall take place at Seller's or Buyer's
offices, or such other location, as may be agreed by the parties
on the Closing Date.

     9.2  Exchange of Closing Documents.
          -----------------------------

          The parties shall exchange drafts of all documents to
be delivered at Closing (other than the Preliminary Closing
statement) at least ten (10) Business Days prior to the Closing
Date.

     9.3  Buyer's Conditions to Closing.
          -----------------------------

          Buyer's obligations to purchase the Assets and assume
the Liabilities is contingent upon and subject to the
fulfillment of the following conditions:

          (a)  The parties obtaining all regulatory approvals
which are necessary for them to proceed with the transactions
contemplated by this Agreement and the expiration of any
required waiting period without the commencement of adverse
proceedings by any governmental authority with jurisdiction over
the transactions contemplated by this Agreement;

          (b)  Each express representation, covenant and
warranty of Seller in this Agreement being true and correct in
all material respects as of the Closing Date and all covenants
and conditions of Seller to be performed or met by Seller on or
before the Closing Date having been performed or met in all
material respects;

          (c)  The aggregate amount of the Deposits to be
assumed by Buyer, as set forth in the Preliminary Closing
Statement, shall not be below 20% less, or above 6% more, than
the aggregate amount of the Deposits set forth in Exhibit D
hereto.

          (d)  Any title report, engineering survey, inspection
results and/or environmental survey obtained or performed by or
for Buyer with respect to the Real Property and Fixed Assets
before the Closing Date shall be satisfactory to Buyer in its
reasonable judgment.

          (e)  Seller's delivery to Buyer of the following
documents in form and substance satisfactory to counsel for
Buyer:

                             17<PAGE>
<PAGE>

               (i)  The executed Preliminary Closing Statement;

               (ii) General warranty deeds conveying the Real
Property;

               (iii)     Bills of sale, assignments, and other
instruments of transfer sufficient to convey to Buyer all of
Seller's right, title, and interest in and to the Assets; and

               (iv) A certificate executed by an appropriate
officer of Seller attesting, to the officer's best knowledge, to
Seller's compliance with the conditions set forth in Section
9.3; and

          (f)  Buyer's receipt of the Preliminary Payment as
provided in Section 3.3

          The assignments and other instruments of transfer
relating to the Loans shall be blanket assignments except to the
extent that individual assignments are necessary to perfect
Buyer's interest in any Loan.

     9.4  Seller's Conditions to Closing.
          ------------------------------

          Seller's obligation to sell the Assets and transfer
the Liabilities to Buyer is contingent upon and subject to the
fulfillment of the following conditions:

          (a)  The parties obtaining all regulatory approvals
which are necessary for them to proceed with the transactions
contemplated by this Agreement and the expiration of any
required waiting period without the commencement of adverse
proceedings by any governmental authority with jurisdiction over
the transactions contemplated by this Agreement;

          (b)  Each express representation, covenant and
warranty of  Buyer in this Agreement being true and correct in
all material respects as of the Closing Date and all covenants
and conditions of Buyer to be performed or met by Buyer on or
before the Closing Date having been performed or met in all
material respects; and

          (c)  Buyer's delivery to Seller of the following
documents in form and substance reasonably satisfactory to
counsel for Seller and Buyer:

               (i)  One or more executed instruments assuming
the remaining Liabilities; and

               (ii) A certificate executed by an appropriate
officer of Buyer attesting, to the officer's best knowledge, to
Buyer's compliance with the conditions set forth in Section
9.4(b).

                             18<PAGE>
<PAGE>

10.  TERMINATION

     10.1 Termination by Either Party.
          ---------------------------

          Either party may terminate this Agreement upon written
notice to the other if:

          (a)  as a result of any material breach of any
representation, warranty, or covenant, the party terminating the
agreement would be justified in not proceeding to Closing, but
only if the breach, by its nature, cannot be cured substantially
by the Closing;

          (b)  the Closing does not occur within two hundred
seventy (270) days after the date of this Agreement,
notwithstanding the reasonable best efforts of the party
terminating this Agreement; or

          (c)  the other party so agrees in writing.

     The termination of this Agreement under Subsection (a) of
this section shall not absolve the breaching party from any
liability to the other party arising out of its breach of this
Agreement.

11.  MISCELLANEOUS

     11.1 Continuing Cooperation.
          ----------------------

          (a)  On and after the Closing Date, Seller agrees to
give such further reasonable assurances and to execute,
acknowledge and deliver such bills of sale, deeds,
acknowledgments and other instruments of conveyance and transfer
as in Buyer's reasonable judgment may be necessary or
appropriate to vest effectively in Buyer the full legal and
equitable title to all the Assets and Liabilities.

          (b)  On and after the Closing Date, Buyer shall
execute, acknowledge, and deliver any documents or instruments
as in Seller's reasonable judgment may be necessary or
appropriate to relieve and discharge Seller from its obligations
with respect to the Liabilities.

          (c)  Seller and Buyer shall cooperate fully with each
other in connection with any examination conducted by any tax
authority subsequent to the Closing Date by promptly providing
upon request information relating to the tax liability of any
business operated by Seller or Buyer with respect to the Branch
and promptly informing the other of the institution of, any
material developments concerning, and the outcome of, the same.

          (d)  Except as provided in Section 7.2, no interest in
Union Planters' logo or the name "Union Planters" or any other
similar word, name, symbol or device in which Seller has any
interest by itself or in combination with any other word, name,
symbol or device, or any

                            19<PAGE>
<PAGE>

similar variation of any of the foregoing (collectively, the
"Retained Name and Marks") is being transferred to Buyer
pursuant to the transactions contemplated hereby.  Seller shall
remove all signage bearing its name or logo at the Branch no
later than the Closing Date.  Unless permitted pursuant to
Section 7.2, Buyer shall not after the Closing Date in any way
knowingly use any materials or property, whether or not in
existence on the Closing Date, that bear any Retained Name or
Mark.  Buyer agrees that Seller shall have no responsibility for
claims by third parties arising out of, or relating to, the use
by the Buyer of any Retained Name or Mark after the Closing
Date, and Buyer agrees to indemnify and hold harmless Seller
from any and all claims (and all expenses, including reasonable
attorneys' fees and disbursements incurred in connection with
any such claim) that may arise out of the use thereof by Buyer.

     11.2 Merger and Amendment.
          --------------------

          This Agreement sets out the complete agreement of the
parties with respect to the matters discussed in this Agreement,
and it supersedes all prior agreements between the parties,
whether written or oral, which apply to these matters.  No
provision of this Agreement may be changed or waived except as
expressly stated in a document executed by both parties.

     11.3 Indemnification; Dispute Resolution Procedure.
          ---------------------------------------------

     11.3.1  Indemnification.
             ---------------

          (a)  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 or based on (i) any actions, suits or
proceedings commenced prior to the Closing Date (other than
proceedings to prevent or limit the consummation of the
transactions contemplated by this Agreement) relating to the
Assets transferred to or Liabilities assumed by Buyer; (ii) any
actions, suits or proceedings commenced on or after the Closing
Date to the extent the same relate to the Assets transferred to
or the Liabilities and the other obligations and liabilities
assumed by Buyer, but arising out of occurrences prior to or on
the Closing Date; (iii) any breach of, or failure by Seller to
perform, any of the representations, warranties, covenants or
agreements in this Agreement or in any schedule, certificate,
exhibit or other instrument furnished by Seller pursuant to this
Agreement; (iv) any asset not transferred to or liability not
assumed by the Buyer pursuant to this Agreement; or (v) any
criminal or otherwise unlawful conduct occurring on or before
the Closing Date by any current or former officer or employee at
or with respect to the Branch or its business.  The obligations
of Seller under this section 11.3.1(a) 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
11.3.1(a), including copies thereof, and (ii) of the assertion
of any claim or demand relating to the Assets transferred to or
the Liabilities and the other obligations and liabilities
assumed by Buyer as of the close of business on the Closing
Date, including, to the extent known to Buyer, the identity of
the person(s) or entity(s) asserting such claim or making such
demand and the nature thereof, and including copies of any
correspondence or other 

                             20<PAGE>
<PAGE>

writings relating thereto.  All notices required by the
preceding sentence shall be given within twenty (20) days of the
receipt by Buyer of any such process or pleadings or any oral or
written notice of the assertion of any such claim 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.  Seller's obligations under
this section 11.3.1(a) shall not extend to transactions or
occurrences which involve checks, negotiable orders of
withdrawal or drafts which were drawn or otherwise dated prior
to the Closing Date but not presented to Seller as of the close
of business on the Closing Date.  The obligations of Seller
pursuant to this section 11.3.1(a) shall survive the Closing.

          (b)  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 expenses,
which Seller may receive, suffer or incur in connection with (i)
operations and transactions occurring on or after the Closing
Date and which involve the Assets transferred, the Liabilities
and the other obligations and liabilities assumed pursuant to
this Agreement; or (ii) any breach of, or failure by Buyer to
perform, any of the representations, warranties, covenants or
agreements in this Agreement or in any schedule, certificate,
exhibit or other instrument furnished by Buyer pursuant to this
Agreement.  The obligations of Buyer under this section
11.3.1(b) 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 11.3.1(b), including
copies thereof, and (ii) of the assertion of any claim or demand
relating to the Assets transferred to and/or the Liabilities and
the other obligations and liabilities assumed by Buyer on or
after the Closing Date, 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 twenty (20) 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 reviews of any adverse judgment or ruling
that may be entered therein.  The obligations of Buyer pursuant
to this Section 11.3.1(b) shall survive the Closing.

     11.3.2    Dispute Resolution Procedure.
               ----------------------------

          (a)  Neither Seller nor Buyer shall assert any claim
arising out of or relating to this Agreement (except with
respect to claims submitted to the Mediator under Section 3.3(c)
unless:

               (i)  except for claims arising under or in
respect of Sections 2.4, 2.5, 2.6 or 11.1(d), the amount in
dispute with respect to any claim exceeds $10,000;

                             21<PAGE>
<PAGE>

               (ii) the aggregate amount of all liabilities and
damages collected by Buyer or Seller (as the case may be) shall
not exceed the Amount of Premium; and

               (iii) except for claims arising in respect of
Sections 2.4, 2.5 or 2.6, the notification required by Section
11.3(b) (if any) is given on or before the first anniversary of
the Closing Date, and, if no notification is required by Section
11.3(b) written notice of the claim is given on or before the
third anniversary of the Closing Date.

          (b)  The parties shall attempt in good faith to
resolve any dispute arising out of or relating to this Agreement
promptly by negotiations, as follows.  Either party may give the
other party written notice of any dispute not resolved in the
normal course of business.  Executives of both parties at
comparable levels at least one step above the personnel who have
previously been involved in the dispute shall meet at a mutually
acceptable time and place within ten (10) days after delivery of
such notice, and thereafter as often as they reasonably deem
necessary, to exchange relevant information and to attempt to
resolve the dispute.  If the matter has not been resolved by
these persons within thirty (30) days of the disputing party's
notice, or if the parties fail to meet within ten (10) days, the
dispute shall be referred to more senior executives of both
parties who have authority to settle the dispute and who shall
likewise meet to attempt to resolve the dispute.  All
negotiations under this section are confidential and shall be
treated as compromise and settlement negotiations for purposes
of the Federal Rules of Evidence, state rules of evidence, and
common law.  The procedures set forth above will be followed in
advance of litigation of any dispute between the parties;
nevertheless, either party may seek a preliminary injunction or
other provisional judicial relief if in its reasonable judgment
such an action is necessary to avoid irreparable damage or to
preserve the status quo.  Despite any such action, the parties
will continue to participate in good faith in the procedures set
forth in this section.

          (c)  Neither party shall have any liability for lost
profits or punitive damages with respect to any claim arising
out of or relating to this Agreement.  The sole recourse and
remedy of a party hereto for breach of this Agreement by the
other party hereto shall be against such other party and its
assets, and no officer, director, employee, stockholder or
affiliate of any party shall be liable at law or in equity for
the breach by such party of any of its obligations under this
Agreement.

     11.4 Counterparts.
          ------------

          This Agreement may be executed in any number of
counterparts, each of which will constitute an original, but all
of which taken together shall constitute one and the same
instrument.

                             22<PAGE>
<PAGE>

     11.5 Exhibits and Schedules.
          ----------------------

          All exhibits and schedules referred to in this
Agreement shall constitute a part of this Agreement.

     11.6 Assignment.
          ----------

          This Agreement is not assignable by either party
without the written consent of the other party.

     11.7 Headings.
          --------

          The headings contained in this Agreement are inserted
for convenience only and shall not affect the meaning of this
Agreement or any of its provisions.

     11.8 Notices.
          -------

          Any notice under this Agreement shall be made in
writing and shall be deemed given when delivered in person, when
delivered by first class mail postage prepaid, (in which case
the notice shall be deemed given on the third Business Day
following the date on which the notice is postmarked), or when
delivered by facsimile transmission (which transmission also
shall be sent by first class mail, postage prepaid before the
second Business Day following the transmission) (in which case
the notice shall be deemed given on the day transmitted if
transmitted before or during normal business hours or,
otherwise, on the next succeeding Business Day) to the parties
at the address set forth below or at such other addresses as
each party shall inform the other in writing.

     If to Seller to: Union Planters Bank of the Lakeway Area
                      Attn: Sam F. Grigsby, Jr.
                      P. O. Box 1217
                      Morristown, TN 37816-1217

     If to Buyer to:  Newport Federal Bank          
                      Attn: Richard G. Harwood
                      P. O. Box 249
                      Newport, TN 37822-0249

     11.9 Expenses.
          --------

          Unless specifically stated to the contrary in this
Agreement, each party will assume and pay for the expenses it
incurs with respect to the purchase and sale of the Assets and
assumption of the Liabilities under this Agreement.  Each party
shall be responsible for any fee payable to any agent, broker or
finder acting on its behalf in this transaction.

                             23<PAGE>
<PAGE>

     11.10 Public Announcements.
           --------------------

          Each party shall consult with the other before making
any announcement or other public communication with respect to
the transactions contemplated by this Agreement and shall
furnish a copy of the text to the other party of the
announcement of other communication.

     11.11 Governing Law; Jurisdiction.
           ---------------------------

          This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with
the laws of the State of Tennessee applicable to contracts made
and to be performed entirely within the State of Tennessee.

     11.12 Severability.
           ------------

          If any provision of this Agreement is determined to be
invalid, illegal, or unenforceable by any Governmental Entity,
the remaining provisions of this Agreement to the extent
permitted by applicable law, rule or regulation shall remain in
full force and effect provided that the economic and legal
substance of the transactions contemplated is not affected in
any manner materially adverse to any party.  In the event of any
such determination, the parties agree to negotiate in good faith
with a view to replacing this Agreement with a new agreement
which would fulfill as closely as possible the original intents
and purposes hereof.

     11.13 No Third Party Beneficiaries.
           ----------------------------

          The parties intend that this Agreement shall not
benefit or create any right or cause of action in or on behalf
of any Person other than Seller and Buyer.


                     [signature page is next]<PAGE>
<PAGE>

          Each of the parties to this Agreement has caused this
Agreement to be executed by a duly authorized officer as of the
date written on page one of this Agreement.


                         UNION PLANTERS BANK OF THE LAKEWAY AREA



                         By:  /s/ Sam Grigsby, Jr.
                              ---------------------

                         Its: CEO
                              ---------------------


                         NEWPORT FEDERAL BANK



                         By:  /s/ Richard Harwood
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                         Its: President
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