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                                                                    EXHIBIT 10.1

                         FRANKLIN FINANCIAL CORPORATION

                     2001 KEY EMPLOYEE RESTRICTED STOCK PLAN



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                                TABLE OF CONTENTS

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<S>        <C>                                                             <C>
ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION.............................2
ARTICLE 2. DEFINITIONS.....................................................2
ARTICLE 3. ADMINISTRATION..................................................4
ARTICLE 4. SHARES SUBJECT TO THE PLAN......................................5
ARTICLE 5. ELIGIBILITY AND PARTICIPATION...................................5
ARTICLE 6. RESTRICTED STOCK................................................6
ARTICLE 7. BENEFICIARY DESIGNATION.........................................7
ARTICLE 8. RIGHTS OF EMPLOYEES.............................................7
ARTICLE 9. CHANGE IN CONTROL...............................................8
ARTICLE 10. AMENDMENT, MODIFICATION, AND TERMINATION.......................8
ARTICLE 11. WITHHOLDING....................................................8
ARTICLE 12. INDEMNIFICATION................................................9
ARTICLE 13. SUCCESSORS.....................................................9
ARTICLE 14. LEGAL CONSTRUCTION.............................................9
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                         FRANKLIN FINANCIAL CORPORATION
                     2001 KEY EMPLOYEE RESTRICTED STOCK PLAN


ARTICLE 1.  ESTABLISHMENT, PURPOSE AND DURATION

         1.1      ESTABLISHMENT OF THE PLAN. Franklin Financial Corporation, a
Tennessee corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Franklin
Financial Corporation 2001 Key Employee Restricted Stock Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of Restricted Stock.

         Subject to approval by the Company's shareholders, the Plan shall
become effective as of April 17, 2001 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.

         1.2      PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal interests
of Participants to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants upon
whose judgment, interest and special effort the successful conduct of its
operation largely is dependent.

         1.3      DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, as described in Section 1.1 hereof, and shall remain in effect, subject to
the right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 10 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan on or after April 17, 2011.

ARTICLE 2.  DEFINITIONS

         Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

         2.1      "AWARD" means, individually or collectively, a grant under
this Plan of Restricted Stock.

         2.2      "AWARD AGREEMENT" means an agreement entered into by the
Company and the applicable Participant, setting forth the terms and provisions
applicable to the Award granted to such Participant under this Plan.

         2.3      "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.

         2.4      "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors
of the Company.

         2.5      "CHANGE IN CONTROL" of the Company means:

         (i)      a transfer of all or substantially all of the assets of the
Company, (ii) if any "Person" or "Group" of Persons (as such terms are
determined pursuant to Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934 and the rules and regulations promulgated thereunder) either alone or in
conjunction with its "affiliates" (as that term is defined in Rule 405), becomes
the beneficial owner, directly or indirectly, of voting securities of the
Company representing, or securities convertible into, or exchangeable for,
securities representing, more than 50% of the combined voting power of the


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Company's then outstanding securities eligible to vote for the election of
directors, or (iii) if any "Person" or "Group" of Persons (as such terms are
determined pursuant to Section 13(d) and 14(d) of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder) either alone or in
conjunction with its "Affiliates" (as that term is defined in Rule 405),
acquires the right or power to nominate and/or control, directly or indirectly,
whether through the ownership of voting securities of the Company, by contract
or otherwise, a majority of the members of the Company's Board of Directors
without having first received the prior written consent of at least two-thirds
of the members of the Board of Directors of the Company then in office prior to
such person or group of persons acquiring such right or power.

         2.6      "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

         2.7      "COMMITTEE" means the Committee of the Board, as specified in
Article 3 herein, appointed by the Board to administer the Plan with respect to
grants of Awards.

         2.8      "COMPANY" means Franklin Financial Corporation, a Tennessee
corporation, and the Company's Subsidiaries, as well as any successor to any of
such entities as provided in Article 13 herein.

         2.9      "DIRECTOR" means any individual who is a member of the Board
of Directors of the Company.

         2.10     "DISABILITY" shall have the meaning ascribed to such term in
the Participant's governing long-term disability plan or policy or if no such
plan or policy shall then be in effect, any physical or mental disability or
incapacity which the Committee determines would render a Participant incapable
of performing the services required of such participant for a period of at least
180 consecutive days or for other periods aggregating 180 days during any
52-week period.

         2.11     "EFFECTIVE DATE" shall have the meaning ascribed to such term
in Section 1.1 hereof.

         2.12     "EMPLOYEE" means any full-time employee of the Company.
Directors who are not otherwise employed by the Company shall not be considered
Employees under this Plan.

         2.13     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

         2.14     "FAIR MARKET VALUE" shall be determined on the basis of: (i)
the average sale price of the Company's Common Stock on the applicable day on
the principal stock exchange, or the National Association of Securities Dealers'
Automated Quotation National Market System ("NASDAQ/NMS"), as the case may be,
on which such Common Stock is then listed or admitted to trading, (ii) if no
sale takes place on such day on such exchange or the NASDAQ/NMS, as the case may
be, the average of the last reported closing bid and asked prices on such day as
officially quoted on such exchange or the NASDAQ/NMS, as the case may be, (iii)
if the Common Stock is not then listed or admitted to trading on any stock
exchange or the NASDAQ/NMS, as the case may be, the average of the last reported
closing bid and asked prices on such day in the over-the-counter market, as
furnished by the NASDAQ system or the National Quotation Bureau, Inc, (iv) if
neither such corporation at the time is engaged in the business of reporting
such prices, as furnished by any similar firm then engaged in such business, or
(v) if there is no such firm, as furnished by any member of the National
Association of Securities Dealers ("NASD") selected mutually by the Optionee and
the Company or, if they cannot agree upon such selection, as selected by two
such members of the NASD, one of which shall be selected by the Optionee and one
of which shall be selected by the Company.


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         2.15     "INSIDER" shall mean an individual who is, on the relevant
date, an officer, director or ten percent (10%) beneficial owner of any class of
the Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         2.16     "NAMED EXECUTIVE OFFICER" means a Participant who, as of the
date of vesting and/or payout of an Award is one of the group of "covered
employees," as defined in the regulations promulgated under Code Section 162(m),
or any successor statute.

         2.17     "OFFICER" means an Employee of the Company included in the
definition of Officer under Section 16 of the Exchange Act and the rules
promulgated thereunder of other Employees designated as "Officers" by the Board.

         2.18     "PARTICIPANT" means an Employee who has outstanding an Award
granted under the Plan.

         2.19     "PERFORMANCE-BASED EXCEPTION" means the performance-based
exception from the deductibility limitations of Code Section 162(m).

         2.20     "PERIOD(S) OF RESTRICTION" means the period(s) during which
the transfer of Shares of Restricted Stock is limited in some way (based on the
passage of time, the achievement of performance goals, or upon the occurrence of
other events as determined by the Committee, at its discretion), and the Shares
are subject to a substantial risk of forfeiture, as provided in Article 6
herein.

         2.21     "PERSON" means any corporation, individual, joint stock
company, joint venture, partnership, unincorporated association and, as the
context shall require, shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.

         2.22     "RESTRICTED STOCK" means Shares granted to a Participant
pursuant to Article 6 herein.

         2.23     "RETIREMENT" shall mean the retirement from the Company by a
Participant who has been employed by the Company for a continuous period of not
less than seven years and is at least 60 years of age; provided, however, that
"Retirement" shall not include a situation where a Participant terminates his or
her employment with the Company to work for another financial institution.

         2.24     "SHARES" means the shares of Common Stock, no par value, of
the Company.

         2.25     "SUBSIDIARY" means, with respect to any Person, including the
Company, (i) a corporation at least fifty percent of whose Capital Stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, is owned by such Person, by such Person and one or more
Subsidiaries of such Person or by one or more Subsidiaries of such Person, or
(ii) a partnership in which such Person or a Subsidiary of such Person is, at
the time, a general partner of such partnership, or (iii) any other Person
(other than a corporation or a partnership) in which such Person, one or more
Subsidiaries of such Person, or such Person and more or more Subsidiaries of
such Person, directly or indirectly, at the date of determination thereof has
(x) at least a fifty percent ownership interest or (y) the power to elect or
direct the election of the directors or other governing body of such Person or
(iv) any other person who the Committee shall determine is entitled to have the
Employees thereof participate in the Plan under the Code and under the Federal
and state securities laws, and which the Committee designates as a participating
entity in the Plan.

ARTICLE 3. ADMINISTRATION


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         3.1      THE COMMITTEE. The Plan shall be administered by the Board of
Directors or the Committee. The Committee shall be comprised of not less than
two (2) members appointed by the Board of Directors of the Company from among
its members, each of whom qualifies as a "Non-Employee Director" as such term is
defined in Rule 16b-3 under the Exchange Act and who are considered outside
directors for the purposes of the Performance-Based Exception. The members of
the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.

         If for any reason the Committee does not qualify to administer the
Plan, as contemplated by Rule 16b-3 of the Exchange Act or the Performance-Based
Exception, the Board of Directors may appoint a new Committee so as to comply
with Rule 16b-3 and/or the Performance-Based Exception.

         3.2      AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees who
shall participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner consistent with the
Plan; construe and interpret the Plan and any agreement or instrument entered
into under the Plan; establish, amend, or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 10 herein),
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate, from time to time, its authority with respect to the
Plan, administration of the Plan and the making of Awards to one or more
Participants, including, without limitation, the authority described above.

         3.1      DECISIONS BINDING. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all Persons,
including the Company, its shareholders, Employees, Participants, and their
estates and beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN

         4.1      NUMBER OF SHARES AVAILABLE FOR GRANTS OF AWARDS. Subject to
adjustment as provided in Section 4.3 herein, there is hereby reserved for
issuance of Awards under the Plan Two Hundred and Fifty Thousand (250,000)
Shares.

         4.1      LAPSED AWARDS. If any Award granted under this Plan is
canceled, terminates, expires, or lapses for any reason, any Shares subject to
such Award again shall be available for the grant of an Award under the Plan.

         4.2      ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change
in corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under
Section 4.1, and in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1      ELIGIBILITY. Persons eligible to participate in this Plan
include top executives or key management of the Company, as determined at the
discretion of the Board of Directors or the Committee.


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         5.2      ACTUAL PARTICIPATION. Subject to the provisions of the Plan,
the committee may, from time to time, select from all eligible Employees, those
to whom Awards shall be granted and shall determine the nature and amount of
each Award.

ARTICLE 6. RESTRICTED STOCK

         6.1      GRANT OF RESTRICTED STOCK. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to eligible Employees in such amounts as the Committee shall
determine.

         6.2      RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall
be evidenced by a Restricted Stock Agreement that shall specify the Period or
Periods of Restriction, the number of Shares of Restricted Stock granted, and
such other provisions as the Committee shall determine.

         6.3      TRANSFERABILITY. Except as provided in this Article 6, the
Shares of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Period or Periods of Restriction established by the Committee and specified in
the Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Agreement. All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be available during his or
her lifetime only to such Participant.

         6.4      OTHER RESTRICTIONS. The Committee may impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each Share of
Restricted Stock, restrictions based upon the achievement of specific
performance goals (Company-wide, divisional and/or individual), time-based
restrictions on vesting following the attainment of the performance goals,
and/or restrictions under applicable Federal or state securities laws.

         6.5      CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to Section 6.4 herein, each certificate representing
Shares of Restricted Stock granted pursuant to the Plan may bear the following
legend:

                  The sale or other transfer of the Shares of stock represented
                  by this certificate, whether voluntary, involuntary, or by
                  operation of law, is subject to certain restrictions on
                  transfer as set forth in the Franklin Financial Corporation
                  Key Employee Restricted Stock Plan, and in a Restricted Stock
                  Award Agreement. A copy of the Plan and such Restricted Stock
                  Award Agreement may be obtained from Franklin Financial
                  Corporation.

         The Company shall have the right to retain the certificates
representing Shares of Restricted Stock in the Company's possession until such
time as all conditions and/or restrictions applicable to such Shares have been
satisfied.

         6.6      REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Article 6, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction. Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 6.5 removed from his or her Share certificate.


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         6.1      VOTING RIGHTS. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares.

         6.2      DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
may be credited with regular cash dividends paid with respect to the underlying
Shares while they are so held. The Committee may apply any restrictions to the
dividends that the Committee deems appropriate.

         In the event that any dividend constitutes a "derivative security" or
an "equity security" pursuant to Rule 16(a) under the Exchange Act, such
dividend shall be subject to a vesting period equal to the remaining vesting
period of the Shares of Restricted Stock with respect to which the dividend is
paid.

         6.3      TERMINATION OF EMPLOYMENT. Each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have the
right, if any, to receive unvested Restricted Shares following termination of
the Participant's employment with the Company and its Subsidiaries. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with the Participants, need not be
uniform among all Shares of Restricted Stock issued pursuant to the Plan, and
may reflect distinctions based on the reasons for termination of employment.

ARTICLE 7.  BENEFICIARY DESIGNATION

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 8.  RIGHTS OF EMPLOYEES

         8.1      EMPLOYMENT. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

         For purposes of the Plan, a transfer of a Participant's employment
between the Company and a Subsidiary, or between Subsidiaries, shall not be
deemed to be a termination of employment. Upon such a transfer, the Committee
may make such adjustments to outstanding Awards as it deems appropriate to
reflect the changed reporting relationships.

         8.2      PARTICIPATION. Participation by any individual employee shall
be determined by the Committee and no Employee shall otherwise have the right to
be selected to receive an Award under this Plan, or, having been so selected, to
be selected to receive a future Award.


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ARTICLE 9.  CHANGE IN CONTROL

         9.1      TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a
Change in Control, unless otherwise specifically prohibited under applicable
laws, or by the rules and regulations of any governing governmental agencies or
national securities exchanges or unless otherwise provided in the individual
option agreement or restricted stock award agreement:

         (a)      Any Period of Restriction and restrictions imposed on
                  Restricted Shares shall lapse; and

         (b)      Subject to Sections 9.3, 10.2 and Article 13 of this Plan, the
                  Committee shall have the authority to make any modifications
                  to the Awards as determined by the Committee to be appropriate
                  before the effective date of the Change in Control.

         9.2      ACCELERATION OF AWARD VESTING. Notwithstanding any provision
of this Plan or any Award Agreement provision to the contrary, the Committee, in
its sole and exclusive discretion, shall have the power at any time to
accelerate the vesting of any Award granted under the Plan, including without
limitation acceleration to such a date that would result in said Awards becoming
immediately vested.

         9.3      TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 9 may not be terminated,
amended, or modified (i) on or after the date of a Change in Control, (ii) in
contemplation of a Change in Control which Change in Control in fact occurs
within six (6) months of such action, in either case, to affect adversely any
Award granted under the Plan prior to such Change in Control without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards; provided, however, that except as provided above and subject
to any employment agreement or severance benefits agreement between the
Participant and the Company, the Board of Directors, upon recommendation of the
Committee, may terminate, amend, or modify this Article 9 at any time and from
time to time prior to the date of a Change in Control.

ARTICLE 10.  AMENDMENT, MODIFICATION, AND TERMINATION

         10.1     AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided, however, that no amendment which requires shareholder
approval in order for the Plan to continue to comply with Rule 16b-3 under the
Exchange Act, including any successor to such Rule, shall be effective unless
such amendment shall be approved by the requisite vote of shareholders of the
Company entitled to vote thereon.

         Subject to Section 10.2, the Committee shall have the authority to
cancel outstanding Awards and issue substitute Awards in replacement thereof.

         10.2     AWARDS PREVIOUSLY GRANTED. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award or otherwise be contrary to the Company's
obligations under any employment or severance benefits agreement.

ARTICLE 11.  WITHHOLDING

         11.1     TAX WITHHOLDING. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy Federal, state, local, and any other applicable
taxes (including any foreign taxes and the Participant's FICA obligation)
required by law to be withheld with respect to any taxable event arising as a
result of this Plan.


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         11.2     SHARE WITHHOLDING. With respect to withholding required upon
the lapse of restrictions on Restricted Stock, or upon any other taxable event
arising as a result of Awards granted hereunder, a Participant may elect,
subject to the approval of the Committee, to satisfy all or part of such
withholding requirement by tendering to the Company Shares owned by such
Participant (or by having the Company retain Shares then in the possession of
the Company but held for the benefit of such Participant); provided that such
Shares are not then subject to any Period of Restriction. Such withholding
requirement shall be deemed satisfied to the extent of the then current Fair
Market Value of the Shares so tendered to or retained by the Company. All such
elections shall be irrevocable, made in writing, signed by the Participant, and
shall be subject to any restrictions or limitations that the Committee, in its
sole discretion, deems appropriate.

ARTICLE 12.  INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Articles of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

ARTICLE 13.  SUCCESSORS

         All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 14.  LEGAL CONSTRUCTION

         14.1     GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         14.2     SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         14.3     REQUIREMENTS OF LAW. The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         14.4     SECURITIES LAW COMPLIANCE. With respect to Insiders,
transactions under this Plan are intended to comply with all applicable
conditions or Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.

         14.5     GOVERNING LAW. To the extent not preempted by United States
Federal law, the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Tennessee.


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