CAPITAL BANCORP INC
EX-10.1 LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g96944exv10w1.txt
<DESCRIPTION>EX-10.1 LEASE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                COMMERCIAL LEASE
                           1816 HAYES STREET BUILDING

                              NASHVILLE, TENNESSEE

                                DECEMBER 1, 1998

      THIS COMMERCIAL LEASE AGREEMENT (lease") made this 1st day of December,
1998, between MICHAEL D. SHMERLING & CO., LLC. ("Landlord"), and CAPITAL BANK &
TRUST COMPANY ("Tenant")

      Section 1 Background, Premises, and Consideration. The Landlord and the
Tenant have agreed upon the terms of this Lease in respect of the property known
as 1816 Hayes Street, Nashville, Davidson County, Tennessee. As parties hereto,
Landlord and Tenant agree that the following terms as used herein shall have the
meanings provided in this Section 1, unless otherwise specifically modified by
provisions of this Lease.

      The following Lease data and exhibits are applicable to this Lease:

      1.1   Building: ("Building"), situated at 1816 Hayes Street, Nashville,
            Tennessee 37203 on the real property on which the building is
            situated ("Land"); consisting of one story containing a total of
            4,295 rentable square The Land and the Building are sometimes
            referred to herein collectively as the "Property."

      1.2   Premises: Consisting of that area of the 1816 Hayes Street Building
            on the first floor as outlined in Exhibit A.

      1.3   Agreed Areas: As used in this Lease, Landlord and Tenant agree to
            the following areas and percentage:

<TABLE>
<S>                                          <C>
Total rentable area of the Building          4,295 square feet
Area of Tenant's Premises                    4,295 square feet
Tenant prorated share of common area         100%
Tenant total rentable area                   100%
Tenant percentage of the Building            100%
</TABLE>

      1.4   Leasehold Improvements Plan Date: December ___, 1998

      1.5   Lease Commencement Date: February 1. 1999 or such earlier date as
            the is provided in Article 3 of this Lease ("Commencement Date").

      1.6   Lease Expiration Date: The Lease shall expire, and the "Lease
            Expiration Date" shall be, the later of January 31, 2004 or five
            years from the date of occupancy by the Tenant for the Permitted
            Uses.

      1.7   Rent: Monthly rent shall be as follows:

<TABLE>
<S>                                 <C>
Year One                            $4,116.04
Year Two                            $4,205.52
Year Three                          $4,295.00
Year Four                           $4,473.96
Year Five                           $4,652.92
</TABLE>

      1.8   Notices and Payment Address:

            Tenant:   Capital Bank & Trust Company: 1820 West End Avenue,
                      Nashville, Tennessee 37203.

            Landlord: Michael D. Shmerling & Co., LLC, 1900 Church Street, Suite
                      400, Nashville, Tennessee 37203.

      1.9   Exhibits: The following exhibits and riders are made a part of this
            Lease:

            Exhibit A - Existing Floor. Plan of Premises; and

<PAGE>

      Section 2 Premises. The Landlord does hereby lease to Tenant, and Tenant
does hereby lease from Landlord, the Premises described in Section 1.2 upon the
terms and conditions set forth in this Lease.

      Section 3 Commencement and Expiration Dates. The Landlord and the Tenant
agree to the following Lease Commencement Date and Lease Expiration Date.

      3.1 Lease Commencement Date: The Lease Commencement Date shall be the
earlier of the date specified in Section 1.5 or the date that the Tenant
receives its certificate of occupancy or comparable approval ("Certificate of
Occupancy") from the Metropolitan Government of Nashville and Davidson County to
move into the Building. In the event that no such Certificate of Occupancy is
needed, then the Commencement Date will be the date that the Tenant moves into
the Building (that is, the date of actual occupancy).

      3.2 Tenant Obligations: If Tenant's improvements are not completed on the
Lease Commencement Date specified in Section 1.5, due to the failure of Tenant
to fulfill any obligation pursuant to the terms of this Lease or any Exhibit
hereto, including without limitation Tenant's failure to comply with the Plan
Delivery Date described in Section 1.4, the Lease shall be deemed to have
commenced on February 1, 1999. However, this provision is subject to the
satisfaction of the conditions to the Tenant's obligations that are set forth in
this Lease.

      3.3 Lease Expiration Date: The Lease shall expire on the date specified in
Section 1.6.

      3.4 Acceptance: By the execution of this Lease, Tenant accepts the
Premises in "as is" condition, subject to all laws and regulations without
representation by Landlord as to condition." However, the foregoing sentence is
qualified by the following special agreements between the Landlord and the
Tenant: Although the Tenant accepts the Property in an "as is" condition, the
Landlord has represented and warranted to the Tenant, and the Tenant has
reasonably relied on the Landlord's representation and warranty, that the zoning
for the Land and the Building is consistent with the Permitted Uses. Further, in
the event that the applicable authorities do not promptly approve the Tenant's
plans for improvements and parking, and/or do not promptly issue applicable
building and other permits, including a Certificate of Occupancy, without undue
expense to the Tenant, then the Tenant may terminate this Lease without
obligation to the Landlord. However, the Tenant shall promptly notify the
Landlord of any problems with the foregoing and afford the Landlord a reasonable
opportunity to resolve the same at Landlord's expense.

      Further, it is agreed that Landlord shall maintain and keep in good repair
and working order the parking areas, roof; and exterior walls. On the date of
possession, the Landlord shall assure that the sprinkler system, smoke and fire
alarm system (if any), electrical wiring, heating and air conditioning
(including all HVAC) systems, and plumbing system of the Land and the Building
are in good working order and in good repair. Thereafter, the repair and
maintenance of these items shall be the responsibility of the Tenant. Landlord
will keep the Building insured against damage by fire and other casualty in
commercially reasonable amounts; however, nothing hereto shall require Landlord
to provide insurance on Tenant's leasehold improvements and/or other property
located at the premises. Landlord shall promptly make all repairs and
refurbishments of the items specified in this paragraph. The Tenant shall
reimburse the Landlord for the Landlord's actual premium paid on the Building.

      Section 4 Rent.

      4.1 The Tenant shall pay Landlord the rental stated in Section 1.7 hereof
without demand, deduction or offset, payable in lawful money in the United
States in advance on or before the first day of each month to Landlord at the
address noted in Section 1.8 hereof; or to such other party or at such other
place as Landlord may hereafter from time to time designate in writing, subject
to the following: The following setoffs to the rental and other payments due to
the Landlord are permitted:

            4.1.1 Setoffs and deductions related to `Landlord's willful breach
of any of Landlord's obligations under the Lease;

                                     - 2 -
<PAGE>

            4.1.2 Setoffs and deductions for Landlord's involuntary or negligent
breaches of any of Landlord's obligations under the Lease if one or more of the
same remain uncured for more than thirty (30) days after delivery of Tenant's
written notice to the Landlord specifying the ostensible Landlord defaults in
reasonable detail; and

            4.1.3 Setoffs and deductions as otherwise set forth in this Lease.

      4.2 Rent for any partial month at the beginning or end of the Lease term
shall be prorated.

      Section 5 Security Deposit. There shall be no security deposit.

      Section 6 Uses. The Tenant is authorized to use the Property for all
Permitted Uses (as herein defined). The term "Permitted Uses" includes operating
an operations center, conducting bank operations, and the use of the Property
for general banking purposes, all as determined by the Tenant from time to time.

      The Tenant shall never be authorized to commit any waste upon the Premises
or the Building, or any public or private nuisance. Tenant shall comply with all
laws relating to its use or occupancy of the Premises and shall observe such
reasonable rules and regulations as may be adopted and made available to Tenant
by Landlord from time to time for the safety, care and cleanliness of the
Premises and/or the Building, and for the preservation of good order therein.
Tenant shall not, nor shall Tenant knowingly allow or cause any other person to,
bring onto the Premises, or store, release or discharge within the Building or
on the Premises any hazardous substances, as such term is given its broadest
meaning under state and federal laws. However, the Tenant shall be permitted to
store and to use customary cleaning solvents, printing inks, and comparable
items in connection with its use and maintenance of the Property,
notwithstanding the fact that some of these materials may fall within the
definition of "hazardous substances" within the meaning of applicable state and
federal laws subject to Tenant being solely liable and responsible for any
liability associated with the storage and/or use of said materials, including
liability under any state or federal laws.

      Section 7 Services and Utilities.

      7.1 Duty of Landlord: It is acknowledged and agreed that this is a
1'triple net lease" requiring the Tenant to provide and be responsible for all
maintenance, insurance, and taxes required in the ordinary use of the Property.
Landlord's duty shall principally be to permit the Tenant's quiet enjoyment of
the Property. However, the Landlord is specifically responsible for the
following items (together with any other items expressly listed in this Lease):
the maintenance of the roof and the maintenance of the exterior walls and the
parking lot; however, Tenant shall be liable and shall reimburse Landlord for
any maintenance and/or repairs to said items caused intentionally and/or as a
result of negligence of the Tenant, Employees, Invitees or Guests.

      7.2 Disclaimer: Landlord shall not be liable for any loss, injury or
damage to property caused by or resulting from any variation, interruption, or
failure of such services due to any cause whatsoever, unless due to Landlord's
gross negligence or willful misconduct, or from failure to make any repairs or
perform any maintenance, or from any other violation of this Lease. No temporary
interruption or temporary failure of such services incident to making of
repairs, alterations, or improvements, or due to accident, strike, or conditions
or events beyond Landlord's control shall be deemed an eviction of Tenant or
relieve Tenant from any of Tenant's obligations hereunder. An interruption or
failure shall be deemed "temporary" if it lasts no more than two consecutive
business days or no more than a total of five business days in any twelve month
period. However, the Tenant shall be entitled to rent abatement for any
interruption or failure that exceeds the number of days deemed "temporary."
Finally, the Tenant shall be entitled to terminate this Lease in the event that
the Building or any other part of the Property is materially untenantable for
the Tenant's then-applicable business uses for ten or more consecutive days or
for twenty days in any twenty-four month period.

      7.3 Heat Producing Equipment: The Landlord acknowledges that it is the
Tenant's initial intent to use the Building for an operations center. As a
result, the Tenant will be using machinery and equipment that can be expected to
use electrical power, and to generate heat therefrom, in excess of the levels
that might ordinarily be the case of most small businesses. This

                                     - 3 -
<PAGE>

Lease and all Special Stipulations are deemed amended to reflect this Permitted
Use. Tenant acknowledges and agrees that should additional HVAC and/or other
improvements be required to service said special needs of Tenant, the Tenant
shall be responsible for all costs associated therewith.

      Section 8 Cost of Services and Utilities.

      8.1 The Tenant shall be responsible for the utilities for the Building,
which shall be separately metered at Landlord's expense. The Tenant shall also
pay premiums for insurance on the Building in an amount of coverage not to
exceed Five Hundred Thousand Dollars ($500,000.00) and for janitorial services
for the Building. The Tenant shall not be required to pay any other items,
except for rent and the other items expressly identified in this Lease. The
Tenant shall not be obligated to pay any management or other fees to the
Landlord.

      8.2 As used herein, the term "utilities" means all expenses paid or
incurred for electricity, water, gas, sewers, and similar utilities, including
any surcharge imposed for these services, on the Building.

      Section 9 Real Property Taxes.

      9.1 The Tenant shall pay the real property taxes on the Property,
including the value of the improvements made by the Tenant on the Property
during the term of this Lease. As used herein, the term "real property taxes"
means taxes on real property and personal property including all tenant
Improvements which are the sole responsibility of the Tenant, not the Landlord.
This shall include but not be limited to, charges and assessments levied with
respect to the Land, the Building, any improvements, fixtures and equipment, and
all other property of Landlord, real or personal, used directly in the operation
of the Building and located in or on the Building or the Land.

      However, it is expressly agreed that the term "taxes" and the term "real
property taxes" do not include any franchise, excise, income, sales, or
comparable taxes attributable to the Landlord's business or income.

      9.2 The Landlord shall furnish the Tenant with copies of all tax bills for
the Property that the Landlord receives immediately upon receipt. Assuming that
the Tenant receives tax bills at least thirty days prior to the delinquency date
thereof; the Tenant shall pay all taxes prior to their delinquency. However, the
Tenant is authorized to contest all taxes and assessments in accordance with
law. Any rebate or refund (or comparable credit) related to taxes and/or real
property taxes paid by the Tenant shall belong to the Tenant and the Landlord,
in the event that it receives the same, shall pay the same over to the Tenant
forthwith, whether or not the Lease is still in effect or shall have expired or
been terminated.

      Section 10 Improvements. Upon expiration or sooner termination of this
Lease, all improvements and additions to the Building, except for Tenant's
equipment, furnishings, trade fixtures, security and/or fire alarm system,
communications equipment, sign age, am-id other personalty, shall be deemed
property of the Landlord.

      Section 11 Care of Premises. Tenant shall take good care of the Premises.
Tenant shall not make any alterations, additions or improvements in or to the
Premises except in accordance with plans approved by the Landlord. The Landlord
agrees not to withhold its approval of any plans unreasonably. If the Landlord
fails or refuses to approve the Tenant's initial plans for renovating the
Property, then this Lease shall, at the option of the Tenant, be deemed void. It
is expressly agreed that the Tenant is permitted to change the locks and to
install a security and/or alarm system consistent with prudent banking and/or
any applicable federal or state regulations applicable to commercial banks. All
damages or injury done to the Premises or Building by Tenant or by any persons
who may be in or upon the Premises or Building with the expressed consent of the
Tenant shall be repaired at the cost and expense of the Tenant. All normal
repairs necessary to maintain the Premises in a tenantable condition shall be
done by or under the direction. of Landlord and at Landlord's expense except as
otherwise provided herein. Landlord shall be the sole judge as to what repairs
are necessary, but the Landlord agrees to act reasonably under all of the
attendant circumstances.

                                     - 4 -
<PAGE>

      Section 12 Acceptance of the Premises. Acceptance of the Premises is
acknowledged upon acceptance of this Lease, except as otherwise expressly stated
in this Lease.

      Section 13 Access; Landlord's Right of Entry. Landlord and persons
authorized by Landlord may enter the Building at any time without notice to
Tenant in the event of emergency involving possible injury to property or
persons in or around the Land or the Building. Landlord and persons authorized
by Landlord shall also have the right to enter the Building at all reasonable
times during regular business hours and upon reasonable notice for the purposes
of making repairs, making alterations, additions, or improvements to the
Building, installing utilities, providing services to the Building other than
routine janitorial service, making inspections, or showing the Building to
prospective purchasers of the Property. Landlord acknowledges that Tenant, as a
commercial bank, has extensive security requirements. Consequently, Landlord
shall in all cases notify, in advance if possible, one or more of R. Rick Hart,
H. Edward Jackson, III, and/or John W. Gregory, Jr., at their home telephone
numbers if any entry is to be made into the Building other than during Tenant's
regular business hours.

      Landlord agrees that no visitations or entries shall be made, emergency
conditions excepted, that interfere with Tenant's business in any material
respects or that violate Tenant's right to quiet enjoyment of the Property.

      During the last one hundred eighty (180) days of the initial (or, if
applicable, any renewal) term, Landlord and persons authorized by Landlord shall
have the right at reasonable times and upon reasonable notice during regular
business hours or by mutually agreed special arrangement with Tenant to show the
Property to prospective tenants. Any such showing shall be conducted in a
nondisruptive manner that does not interfere with Tenant's business.

      Section 14 Damage or Destruction.

      14.1 If any part of the Building is damaged by fire or other casualty,
Tenant shall give prompt notice to Landlord. If damage by fire or other casualty
renders any substantial part of the Building untenantable and the repair time to
restore the Building to a tenantable condition will exceed one hundred twenty
(120) days (or will exceed thirty (30) days in the case of damage occurring
during the last twelve (12) months of the term), or if any part of the Land
and/or the Building is so damaged that in Landlord's judgment, substantial
alteration or reconstruction is required, or if any mortgagee of the Property
requires application of the insurance proceeds to the reduction of the mortgage
debt, or if any material uninsured loss occurs, Landlord may, at its option,
terminate this Lease by so notifying Tenant in writing within sixty (60) days
after the date of the casualty. If the damage by fire or other casualty renders
any substantial part of the Building untenantable and if the repair time to
restore the Building to a tenantable condition will exceed one hundred twenty
(120) days (or will exceed thirty (30) days in the case of damage occurring
during the last twelve (12) months of the term), Tenant may elect to terminate
this Lease by so notifying Landlord in writing within sixty (60) days after the
date of the casualty. In the event that notice of termination is given by either
or both of Landlord and/or Tenant, the Lease shall be deemed to terminate on the
sixtieth (60th) day after the first such notice is sent to the other party by
the party effecting the termination.

      If neither party terminates this Lease as a result of casualty damage as
specified above, Landlord shall promptly begin and diligently pursue the work of
restoring the Building (including the tenant improvements) to substantially
their former condition as soon as reasonably possible. The rent shall abate
during the time and to the extent the Building is untenantable (or access to the
Land and/or the Building is obstructed) in whole or in part, as the result of
fire or other casualty, but such abatement shall not extend the term. If the
Building is more than forty percent (40%) untenantable, then all rent shall
abate. The foregoing right of the Tenant to terminate this Lease shall be in
addition to any other right of Tenant to terminate this Lease.

      14.2 As long as Tenant is not in material default hereunder, Landlord
covenants that Tenant shall peaceably hold and enjoy the Land and the Building,
subject to the terms of this Lease. All entrances, exits, and all access to
light and air now enjoyed by the Land and the Building, shall be and remain
intact and uninterrupted by any act or omission of Landlord, its managers,
owners, partners, officers, directors, employees, agents, customers, or
contractors during the term of this Lease. The Landlord will not knowingly
suffer or permit any material violation of the Tenant's right of quiet
enjoyment.

                                     - 5 -
<PAGE>

      14.3 Landlord shall maintain property and casualty insurance on the Land
and the Building, with an insurance company licensed to do business in
Tennessee, with extended coverage or such other additional coverage as Landlord
shall elect, in an amount of not less than Five Hundred Thousand Dollars
($500,000.00), said premium for said policy of insurance to be reimbursed by
Tenant to Landlord. Landlord shall use the proceeds of any insurance payment
related to a casualty loss to the Land and/or the Building to, among other
things, repair the Property to its condition immediately prior to such casualty
loss, unless this Lease is terminated in accordance with Subsection 14.1 hereof.

      14.4 Other than rental abatement provided in Section 14.1, except for the
Landlord's gross negligence, willful misconduct or voluntary act, no damages,
compensation or claim shall be payable by Landlord for inconvenience or loss of
business arising from interruption of business, repair or restoration of the
Building or Premises. Landlord shall use its best efforts t& effect repairs and
restoration in a prompt manner.

      Section 15 Waiver of Subrogation. Whether the loss or damage is due to the
negligence of either Landlord or Tenant, their agents or employees or any other
cause, Landlord and Tenant to each herewith and hereby release and relieve the
other, their agents, or employees, from responsibility for, and waive their
entire claim of recovery for (i) any loss or damage to the real or personal
property of either located anywhere in the Building, arising out of or incident
to the perils which are covered by their respective fire insurance policies,
with extended coverage endorsements, or (ii) loss resulting from business
interruption at the Premises or loss of rental income from the Building, arising
out of or incident to the occurrence of any of the perils which may be covered
by the business interruption insurance policy amid by the loss of rental income
insurance policy held by Landlord or Tenant. Each party shall cause its
insurance carriers to consent to such waiver of all rights or subrogation
against the other party. Notwithstanding the foregoing, no such release shall be
effective unless the aforesaid insurance policy or policies shall expressly
permit such a release or contain a waiver of the carrier' s right to be
subrogated.

      Section 16 Indemnification and Liability Insurance.

      16.1 Tenant shall indemnify Landlord and save it harmless from and against
any and all liability, damages, costs, or expenses, including attorneys fees,
arising from any act, omission, or negligence of Tenant or its officers,
contractors, licensees, agents, servants, employees, guests, invitees, or
visitors in or about the Building or arising from any breach or default under
this Lease by Tenant or arising from any accident, injury or damage howsoever
caused by Tenant or its officers, contractors, licensees, agents, servants,
employees, guests, invitees or visitors, to any person or property, occurring in
or about the Building or premises. This provision shall not be construed to make
Tenant responsible for loss, damage, liability or expense resulting from
injuries to third parties caused by the negligence of Landlord or of its
officers, contractors, licensees, agents, employees, or invitees.

      Landlord shall indemnify Tenant and save Tenant harmless from and against
any and all liability, damages, costs, or expenses, including attorneys' fees,
arising from any act, omission, or negligence of Landlord or its officers,
managers, contractors, licensees, agents, servants, employees, guests, invitees,
or visitors in or about the Land and/or the Building or arising from any breach
or default under this Lease by Landlord or arising from any accident, injury or
damage howsoever caused by Landlord or its managers, officers, contractors,
licensees, agents, servants, employees, guests, invitees or visitors, to any
person or property, occurring in or about the Property. This provision shall not
be construe to make Landlord responsible for loss, damage, liability or expense
resulting from injuries to third parties caused by the negligence of Tenant or
of its managers, officers, contractors, licensees, agents, employees, invitees,
or visitors.

      16.2 Tenant shall, at the Tenant's expense, obtain and keep in force
during the term of this Lease a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises. Such insurance shall
be in the amount of not less than One Million Dollars ($1,000,000) for injury or
death of one person in any one accident or occurrence and in the amount of not
less than One Million Dollars ($1,000,000) for injury or death of more than one
person in any one accident or occurrence. Such insurance shall further insure
Landlord and Tenant against liability for property damage of at least One
Million Dollars. ($1,000,000) . The limit of any such insurance shall not limit
the liability of the Tenant hereunder. Tenant may provide this insurance under a
blanket policy, provided that said insurance shall have a

                                     - 6 -
<PAGE>

Landlord's protective liability endorsement attached thereto. If Tenant fails to
procure and maintain said insurance, Landlord may, but shall not be required to,
procure and maintain same, but at the expense of Tenant. Insurance required
hereunder shall be in companies rated A:xiii or better in "Best's Key Rating
Guide." Tenant shall deliver to Landlord certified copies of policies or
certificates of liability insurance required herein with loss payable clauses
satisfactory to Landlord prior to the commencement of each lease year. No policy
shall be cancelable or subject to reduction of coverage, without written notice
at least thirty (30) days in advance that said policy is to be canceled. All
such policies shall be written as primary policies not contributing with and not
in excess of coverage which Landlord may carry and shall be written with an
insurance carrier reasonably satisfactory to Landlord.

      In the alternative, the Tenant may endorse the Landlord to the Tenant's
existing insurance casualty policies.

      Section 17 Assignment and Subletting.

      17.1 Tenant shall not sell assign, mortgage or transfer this Lease, sublet
the Premises or any part thereof; or knowingly any willingly allow any transfer
by operation of law without the prior written consent of Landlord subject to the
credit worthiness of the sublessee said consent shall not be unjustly withheld.
Tenant shall deliver to Landlord a true and complete copy of the sublease with
said notice. The rent shall be adjusted on a pro rata basis to the number of
square feet retained by Tenant and this Lease as so amended shall continue
thereafter in full force and effect.

      It is expressly agreed, however, that a change in control of the Tenant
shall not constitute an assignment or subletting. In addition, where this
Subsection 17.1 refers to an adjustment of the rent pro rata, it is intended by
the parties that all other charges to the Tenant (such as, without limitation,
for utilities and taxes) shall be reduced by the same proportion.

      17.2 Sublease Obligations: Any subletting hereunder by Tenant shall not
result in Tenant being released or discharged from any liability under this
Lease. As a condition of Landlord's prior written consent as provided for in
this paragraph, the subtenant or subtenants shall agree in writing to comply
with and be bound by all of the terms, covenants, conditions, provisions and
agreements of this Lease and Tenant shall deliver to Landlord, promptly after
execution, an executed copy of each sublease and an agreement of said compliance
by each subtenant.

      17.3 Void Assignment or Subletting: Any subletting not approved by the
Landlord is voidable as to the Landlord at Landlord's option exercised by
written notice sent to the Tenant within thirty (30) days after receiving actual
knowledge of the non-permitted subletting.

      Section 18 Advertising. Tenant shall not inscribe any inscription, or
post, place, or in any manner display any sign, graphics, notice, picture,
placard or poster, or any advertising matter whatsoever, anywhere in or about
the Premises or the Building at places visible (either directly or indirectly as
an outline or shadow on a glass pane) from anywhere outside Tenant's occupied
area or at the entrance to Premises without first obtaining Landlord's written
consent thereto, such consent to be at Landlord's sole discretion. Any such
consent by Landlord shall be upon the understanding and condition that Tenant
will remove the same at the expiration or sooner termination of this Lease and
Tenant shall repair any damage to the Premises or the Building caused thereby.

      However, the foregoing prohibitions notwithstanding, (1) customary sign
age used by the Tenant is acceptable to the Landlord (but the removal thereof at
the expiration of the Lease shall be at Tenant's expense); and (2) Landlord will
not unreasonably withhold Landlord's consent as to any sign age or advertising
related to the Tenant's banking business.

      Section 19 Liens and Insolvency. Tenant shall keep the Premises and the
Building free from any liens arising out of any work performed, materials
ordered or obligations incurred by or on behalf of Tenant, and Tenant
indemnifies and holds Landlord harmless from any liability for such liens,
including without limitation, liens arising from work performed pursuant to
Exhibit A. If Tenant becomes insolvent, voluntarily or involuntarily bankrupt,
or if a receiver or assignee or other liquidating officer is appointed for the
business of Tenant, then Landlord may terminate this Lease and Tenant's right of
possession under this Lease or any rights or

                                     - 7 -
<PAGE>

privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or
reorganization proceedings. Landlord warrants that Tenant shall enjoy the right
of quiet enjoyment as long as Tenant is not in material default under the terms
and conditions of this Lease.

      Section 20 Defaults. The following default provisions apply to this Lease.

      20.1 Events of Default by Tenant. Each of the following constitutes a
default by Tenant (herein, a "Tenant Default"):

            20.1.1 Tenant fails or refuses to pay any installment of rent or any
other sum payable under this Lease when due, and the failure or refusal
continues for at least fifteen (15) days after the due date.

            20.1.2 Tenant fails or refuses to comply with any provision of this
Lease not requiring the payment of money, and the failure or refusal continues
for at least thirty (30) days after written notice from Landlord; provided,
however, if any failure by Tenant to comply with this Lease cannot be corrected
within such 30-day period solely as a result of nonfinancial circumstances
outside of Tenant's control, and if Tenant has commenced substantial corrective
actions within such 30-day period and is diligently pursuing such corrective
actions, such 30-day period shall be extended for such additional time as is
reasonably necessary to allow completion of actions to correct Tenant's
noncompliance.

            20.1.3 Tenant's leasehold estate is taken on execution or other
process of law in any action against Tenant.

            20.1.4 Tenant fails or refuses to take occupancy of the Property
upon the Commencement Date or as soon thereafter as the requisite Certificate of
Occupancy is issued.

            20.1.5 Tenant or any successor or assignee of Tenant while in
possession files a petition under any chapter of the United States Bankruptcy
Code, as amended, or under any similar law or statute of the United States or
any state, or a petition is filed against Tenant or any such guarantor under any
such statute and not dismissed with prejudice within sixty (60) days of filing,
or a receiver or trustee is appointed for Tenant's leasehold estate or for any
substantial part of the assets of Tenant or any such successor or assignee and
such appointment is not dismissed with prejudice within sixty (60) days.

      20.2 Landlord's Remedies. If a Tenant Default occurs, Landlord shall then
be entitled to do any one or more of the following at Landlord's option:

            20.2.1 Either (a) enter the Building if need be, and take whatever
curative actions are necessary to rectify Tenant's noncompliance with this
Lease; and in that event Tenant shall reimburse Landlord on written demand for
any expenditures by Landlord to effect compliance with Tenant's obligations
under this Lease; or (b) terminate this Lease, in which event Tenant shall
immediately surrender possession of the Property to Landlord, or without
terminating this Lease, terminate Tenant's right to possession of the Property;
and in either case, Landlord may re-enter and take possession of the Property
and evict Tenant and all parties then in occupancy or possession.

            20.2.2 If Landlord has terminated this Lease, recover all remit and
other sums owing and unpaid under this Lease as of the date of termination plus
damages measured by the difference in the rental value of the Property if this
Lease had been fully performed for the balance of the term and the rental value
of the Building following the Tenant Default.

            20.2.3 If Landlord has not terminated this Lease (whether or not
Landlord has terminated Tenant's right to possession of the Property or actually
retaken possession), recover (in one or more suits from time to time or at any
time before or after the end of the term) all rent and other sums then or
thereafter owing and unpaid under this Lease, together with all costs, if any,
incurred in reletting the Building (including lease commission), less all rent,
if any, actually received from any reletting of the Property during the
remainder of the term. Landlord shall have the right following a. Tenant Default
to relet the Land and the Building without terminating the Lease, any such
reletting to be on such commercially reasonable terms as Landlord considers
reasonable under the circumstances. To the extent, in the manner, and on the
conditions permitted or required by applicable law, Landlord shall have the
option to accelerate payment of

                                     - 8 -
<PAGE>

all future rent and other sums due from Tenant to the date the Tenant Default
occurred; and if Landlord actually receives the future rent and other sums due
from Tenant on such acceleration, then to the extent necessary to avoid
Landlord's retaining funds in excess of the rent and other sums due from Tenant,
Landlord shall thereafter refund to Tenant from time to time any net proceeds of
any reletting of the Property during the remainder of the term remaining after
paying the costs of such reletting.

           20.2.4 Recover all costs of retaking possession of the Land and the
Building and any other damages incidental to the Tenant Default including but
not limited to reasonable attorneys fees and costs.

      20.3 Notwithstanding any of the foregoing, at any time before the Tenant
actually receives written notice of termination of the Lease by Landlord, the
Tenant may cure the Tenant Default(s) by promptly paying time amounts of any
bills received by Tenant from Landlord and curing any other Tenant Default(s) in
a commercially reasonable manner, and this Lease shall them be deemed to be
reinstated and the Tenant shall be entitled to. re-enter the Land and the
Building; provided, that Tenant must agree to, and must actually, pay Landlord's
reasonable costs and actual damages as provided in this Subsection within five
(5) business days of receipt of a reasonably detailed statement for amounts
previously unbilled.

      20.4 No lockout shall occur. However, Landlord may seek a court order to
permit it to change the locks or otherwise to bar Tenant from the Land and the
Building after Tenant's regularly scheduled business hours and after notice is
sent to each of the Tenant, the FDIC, and the Tennessee Department of Financial
Institutions at the addresses specified in this Lease by a courier service of
national or regional standing for next business day delivery, and no hearing on
any such changing of the locks shall occur sooner than five (5) business days
after the scheduled delivery of the notice.

      20.5 In no event will Tenant's files or records, or any property of any
regulatory agency, customer or correspondent of Tenant, be taken or impounded by
Landlord or become the property of Landlord; nor shall any of the same be
disposed of by Landlord.

      20.6 In the event that the FDIC (or its successor) is appointed receiver
of the Tenant, then the FDIC (or its successor) shall have the right to reject
this Lease at which time Landlord may then enter and take possession of the
premises.

      20.7 Landlord's Default. It shall be a default by Landlord (herein a
"Landlord Default") if Landlord breaches any of its representations or
warranties made in this Lease and/or if Landlord fails to comply with any
provision of this Lease and the failure continues for at least thirty (30) days
after written notice from Tenant to Landlord; provided, however, if any failure
by Landlord to comply with this .Lease cannot be corrected within such 30-day
period solely as a result of nonfinancial circumstances outside of the control
of Landlord, and if substantial corrective actions have commenced within such
30-day period and are being diligently pursued, such 30-day period shall be
extended for such additional time as is reasonably necessary to allow completion
of actions to correct Landlord's noncompliance. This provision does not override
any specific provisions concerning the Tenant's right to terminate this Lease or
to receive abatement of rent under specified circumstances.

      20.8 Tenant's Remedies. Except as otherwise provided in this Lease, in the
event of a Landlord Default Tenant shall be entitled to any remedies available
at law or in equity. The Tenant shall be expressly entitled to recover all of
its costs and expenses (including attorneys fees) related to any Landlord
Default, including amounts disbursed to attempt to cure or ameliorate the
Landlord's Default(s), plus interest at the rate of ten percent per annum until
the Tenant has been reimbursed. In addition, the Tenant shall be entitled to set
off against any amounts due to the Landlord without thereby violating the terms
of this Lease. This provision shall not serve to limit the Tenant's rights to
terminate this Lease and to abate the amounts payable to the Landlord (including
rent) as is elsewhere set forth in this Lease.

      Section 21 Subordination. Except as provided in this Section 21, this
Lease is subject and subordinate to any and all mortgages now or hereafter
encumbering the Property. Such subordination shall be self-operative without the
necessity of any further instrument but, if requested by Landlord, Tenant shall
promptly execute and deliver to Landlord any instrument Landlord may reasonably
request to evidence the subordination of this Lease to such mortgages

                                     - 9 -
<PAGE>

or to acknowledge the assignment of this Lease as additional security for such
mortgages. If any person acquires the Property through the exercise of remedies
provided in a mortgage, Tenant shall automatically attorn to and become the
tenant of the new owner of the Property, except that the new Landlord shall not
be bound by any payment of rent for more than one (1) month in advance. Upon
request by any successor owner of the. Property, Tenant shall execute an
instrument confirming the attornment required by this Lease.

      21.1 Any mortgagee, beneficiary of a deed of trust, new owner (exclusive
of the current owner, which is the Landlord), or comparable person or entity
must, however, recognize this Lease, and acknowledge its obligations as Landlord
under this Lease, in a writing addressed and promptly delivered to Tenant and
signed by an authorized officer or partner of such person or entity, or this
Lease shall not be deemed subordinate to such person's or entity's interest in
the Property by reason of any provision of this Lease.

      21.2 Notwithstanding this subordination, Tenant does not agree to any
subordination the result of which would allow either a foreclosure or a deed in
lieu of foreclosure (or comparable transaction) to void, terminate, or cut off
this Lease or Tenant's leasehold interest or other rights hereunder.

      Section 22 Surrender of Possession. Upon expiration of the tern of this
Lease, whether by lapse of time or otherwise, Tenant shall promptly and
peacefully surrender the Premises to Landlord in as good condition as when
received by Tenant from Landlord or as thereafter improved, reasonable use and
wear and tear excepted.

      Section 23 Removal of Property. Tenant shall remove all of its moveable
property and trade fixtures which can be removed without damage to the Premises
at the termination of this Lease either by expiration of term or other cause,
and shall pay Landlord any reasonable damages for injury to the Premises or
Building resulting from such removal. If Tenant shall fail to remove any of its
property of any nature whatsoever (other than the records and property specified
in Subsection 20.5 of this Lease) from the Premises or the Building at the.
termination of this Lease or when Landlord has the right of reentry, Landlord
may, in accordance with the provisions of applicable statutes covering
commercial landlord and tenant matters, remove and store said property without
liability for loss thereof or damage thereto, such storage to be for the account
and at the expense of Tenant. If Tenant shall not pay the cost of storing any
such property after it has been stored for a period of thirty (30) days or more,
Landlord. may, at is option, sell, or permit to be sold, any or all such
property at a commercially reasonable public sale, in such manner and at such
times and places as the Landlord in its sole discretion may deem reasonable and
proper, after first sending notice to Tenant at lease ten (10) days prior to the
date of any scheduled sale specifying the time and place thereof; unless greater
or lesser notice is required under applicable statutes, and shall apply the
proceeds of such sale as follows: first, to the cost and expense of such sale,
including reasonable attorneys fees actually incurred; second, to the payment of
the costs or charges for storing any such property; third, to the payment of any
other sums of money which may then be or thereafter become due Landlord from
Tenant under any of the terms hereof; and fourth, the balance, if any, to
Tenant. Tenant shall remain liable for any differences.

      Section 24 Non-Waiver. Waiver by Landlord of any breach of any term,
covenant or condition herein contained shall not be deemed to be a waiver of
such term, covenant, or condition; or of any subsequent breach of time same or
any other term, covenant, or condition of this Lease, other than the failure of
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such rent.

      Section 25 Holdover. If Tenant shall, with the written consent of
Landlord, hold over after the expiration of the term of this Lease, such tenancy
shall be deemed a month-to-month tenancy, which tenancy may be terminated as
provided by applicable state law. During such tenancy, Tenant agrees to pay
Landlord the fair market value for the Premises which shall be reasonably
determined by Landlord but in no event less than the amount paid in the last
month of the expired term and to be bound by all of the terms, covenants and
conditions herein specified, so far as applicable.

      Section 26 Condemnation; Eminent Domain. If all or substantially all of
the Property is condemned or is taken by eminent domain, or is sold in lieu of
condemnation, then this Lease shall terminate on the date the condemning
authority takes possession. If less than all of the

                                     - 10 -
<PAGE>

Property is so condemned or sold and, in Landlord's judgment, the Property
cannot be restored to an economically viable condition, or if any mortgagee of
the Property requires application of condemnation pro deeds to the reduction of
the mortgage debt, Landlord may terminate this Lease by written notice to Tenant
effective on the date the condemning authority takes possession. If any proposed
condemnation would render any substantial part of the Property untenantable,
Tenant may terminate this Lease by written notice to Landlord effective on the
date the condemning authority takes possession of the affected part of the
Property or on such earlier date as the Tenant shall specify to the Landlord in
writing. If this Lease is not so terminated by Landlord or Tenant, Landlord
shall, to the extent feasible, restore the Property (including the tenant
improvements) to substantially their former condition. Rent shall abate during
the time and to the extent the Property is untenantable as the result of any
condemnation, but such abatement shall not extend the term. If the Building is
more than forty percent (40%) untenantable, then all rent shall abate. Landlord
shall give Tenant prompt notice of the filing or other instigation of any action
of condemnation, or comparable action or proceeding, in respect of all or any
part of the Property. Loss of forty percent (40%) or more of the parking area,
by numbers of spaces and/or by area, shall be deemed to render the Property
untenantable at the option of the Tenant.

      Section 27 Notices.

      27.1 Addresses: All notices under this Lease shall be in writing and
deliverable in person or sent by registered or certified mail to Landlord and to
Tenant at the addresses provided in Section 1.8 and to the holder of any first
mortgage or deed of trust at such place as such holder shall have specified to
Tenant or to Landlord in writing; or such other addresses as may from time to
time be designated by any such party in writing sent in accordance with this
Section 27.1. Notices mailed as aforesaid shall he deemed given on the second
business day after the same have been mailed properly addressed with first-class
postage prepaid. As used in this Lease, as business day is any day that
commercial banks in Nashville, Tennessee are open for business other than
Saturday or Sunday.

      27.2 Additional Notice Required of Tenant: Tenant agrees to give to
Mortgagees and/or Trust Deed holders, by registered mail, a copy of any notice
of default served upon the Landlord by Tenant, provided that prior to such
notice Tenant has been notified in writing (by way of Notice of Assignment of
Rents and Lease, or otherwise) of the addresses of such Mortgagees and/or Trust
Deed Holders. Tenant further agrees that if Landlord shall have failed to cure
such default within the time provided for in this Lease, then the Mortgagees
and/or Trust Deed Holders shall have an additional thirty (30) days within which
to cure such default or if such default cannot be cured within that time, then
such additional tin-me as may be necessary if within such thirty (30) days any
Mortgagee and/or Trust Deed Holder has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings if necessary to affect such cure), in
which event this Lease shall not be terminated while such remedies are being so
diligently pursued. The additional time periods specified in this Section 28
shall apply only to the time after which the Tenant shall be permitted to
terminate this Lease and shall riot affect the right of the Tenant to obtain
rent abatement.

      Section 28 Attorneys' Fees. In the event that a Tenant Default or a
Landlord Default occurs, the nondefaulting party shall be entitled to recover
reasonable attorneys' fees and any costs of negotiation, litigation, and/or
dispute resolution incurred in exercising and enforcing its remedies and/or in
protecting its rights under this Lease.

      Section 29 Landlord's Liability. Anything in this Lease to the contrary
notwithstanding, the covenants, undertakings and agreements herein made on the
part of Landlord are made and intended not as personal covenants, undertakings
and agreements or for the purpose of binding Landlord personally or the assets
of Landlord except Landlord's interest in the Premises and Building, but are
made amid intended for the purpose of binding only the Landlord's interest in
the Premises and Building, as the san-me may, from time to time, be encumbered.
No personal liability or personal responsibility is assumed by, nor shall at any
time be asserted or enforced against Landlord or their respective heirs, legal
representatives, successors and assigns on account of the Lease or on account of
any covenant, or undertaking or agreement of Landlord contained in this Lease,
unless such breach is knowing, willful, or grossly negligent and except to the
extent that the Landlord has failed to comply with the requirement that the
Landlord maintain a specified level of insurance on the Property.

                                     - 11 -
<PAGE>

      Section 30 Estoppel Certificates. Tenant shall, from time to time, upon
written request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement stating: the date this Lease was executed and the
date it expires; the date Tenant entered into occupancy of the Premises; the
amount of mini-mum monthly rent and the date to which such rent has been paid;
and certifying the following: if true and applicable, that this Lease is in full
force and effect and has not been assigned, modified, supplemented or amended in
any way (or specifying the date and terms of agreement so affecting this Lease);
that this Lease represents the entire agreement between the parties as to this
leasing; that all conditions under this Lease to be performed by the Landlord
have been satisfied, including but without limitation, all co-tenancy
requirements, if any; that all required contributions by Landlord to Tenant on
account of Tenant's improvements have been received; that on this date there are
no existing defenses or offsets which the Tenant has against the enforcement of
this lease by the Landlord; that no rent has been deposited with Landlord (or,
if so, the amount thereof). It is intended that any such statement delivered
pursuant to this paragraph may be relied upon by a prospective purchaser or
Landlord's interest or assignee of any mortgage upon Landlord's interest in the
Building. If Tenant shall fail to respond within ten (10) days of actual receipt
by Tenant of a written request by Landlord as herein provided, Tenant shall be
deemed to have given such certificate as above provided without modification,
subject to the right of the Tenant to contest the accuracy thereof as between
the Tenant and the Landlord.

      Section 31 Transfers by Landlord or Tenant.

      31.1 Transfers by Landlord. Landlord shall have the unrestricted right to
sell, assign, mortgage, encumber, or otherwise dispose of all or any part of the
Property or any interest therein. Upon sale or other disposition of the Property
to a party who assumes the obligations of Landlord under this Lease, the
Landlord shall be released and discharged from obligations and liabilities
thereafter accruing under this Lease, and Tenant shall look solely to Landlord's
successor for performance of the Lease thereafter. (Landlord shall require the
successor Landlord(s) to accept this obligation in writing or the foregoing
exculpation shall be void). Tenant's obligations under this Lease shall not be
affected by any sale, assignment, mortgage, encumbrance, or other disposition of
the Property by Landlord, and Tenant shall attorn to anyone who thereby becomes
the successor to Landlord's interest in this Lease so long as such successor in
interest of Landlord recognizes this Lease and agrees to Landlord's Lease
obligations hereunder in a writing addressed and delivered promptly to Tenant
and signed by the Landlord's proprietor or by an authorized officer or partner
of such successor Landlord. The Landlord shall notify the Tenant of any such
conveyance by sending Tenant written notice thereof to Tenant's address
specified in this Lease, as the same may have been modified by the Tenant from
time to time in accordance herewith.

      However, any such conveyance of Landlord's legal ownership of the
Property, or any conveyance which would result in releasing the Landlord from
this Lease, shall entitle the Tenant to terminate this Lease if (a) the new
Landlord is not reasonably shown to be financially capable of discharging
Landlord's duties hereunder. Rent shall not abate during such period. The
Landlord shall cooperate with Tenant in any inquiry by Tenant within such notice
period in ascertaining the requisite financial capacity of the new Landlord.

      31.2 Transfers by Tenant. Tenant may assign this Lease only to a
financially responsible successor of Capital Bank & Trust Company ("Transfer")
that utilizes the Premises for a Permitted Use. Any merger, share exchange, or
comparable transaction involving the Tenant shall not require the Landlord's
approval so long as the Property continues to be used after such transaction for
a commercial banking and trust business.

      Section 32 Right to Perform. Subject to the requirements and restrictions
set forth in this Lease, especially in Section 20, if the Tenant shall fail to
pay any sum of money, other than rent required to be paid by it hereunder or
shall fail to perform any other act on its part to be performed hereunder, and
such failure shall-continue for ten (10) days after Tenant's actual receipt of
written notice thereof by Landlord, Landlord may, but shall not be obligated to
do so, and without waiving or releasing Tenant from any obligations of Tenant,
make any such payment or perform any such other act on Tenant's part to be made
or performed as provided in this Lease. Landlord shall have (in addition to any
other right or remedy of Landlord) the same rights and remedies in the event of
the non-payment of sums due under this Section as in the case of default by
Tenant in the payment of rent.

                                     - 12 -
<PAGE>

      Section 33 General Terms and Provisions.

      33.1 Headings: The title to sections of this Lease are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part hereof. This Lease shall be construed and governed by the laws of the State
of Tennessee.

      33.2 Heirs and Assigns: All of the covenants, agreements, terms and
conditions contained in this Lease shall inure to and be binding upon Landlord
and Tenant and their respective heirs, executors, administrators, successors and
assigns.

      33.3 No Brokers: Tenant represents and warrants to Landlord that it has
not engaged any broker, finder, or other person who would be entitled to any
commission or fees in respect of the negotiation, execution or delivery of this
Lease other than James M. Wolchok Co. and shall indemnify and hold harmless
Landlord against any loss, cost, liability or expense incurred by Landlord as a
result of any claim asserted by any other broker, finder, or other person on the
basis of any arrangements or agreements made or alleged to have been made by or
on behalf of Tenant. The provisions of this Section 33.3 shall not apply to
brokers with whom Landlord has an express written broker agreement. The Tenant
shall not be responsible for the payment of any leasing fees, commission w other
payment to any agent or broker in connection with or related to the execution of
this Lease.

      33.4 Entire Agreement: This Lease contains all covenants and agreements
between Landlord and Tenant relating in any manner to the rent, use and
occupancy of the Premises and Tenant's use of the Property and other matters set
forth in this Lease. No prior agreements or understanding pertaining to the same
shall be valid or of any force or effect arid the covenants and agreements of
this Lease shall not be altered, modified or added to except in writing signed
by Landlord and Tenant.

      33.5 Severability: If any clause or provision of this Lease is or becomes
illegal, invalid, or unenforceable because of present or future laws or any rule
or regulation of any governmental body or entity, effective during its term, the
intention of the Lease shall not be affected thereby, unless such invalidity is,
in the objectively reasonable determination of Landlord, essential to the rights
of both parties, in which event either the Landlord or the Tenant has the right
to terminate this Lease on written notice to the other party.

      33.6 Late Charges: Tenant hereby agrees to pay a one-time late charge of
five percent of the amount of any late payment of rent. For the purposes of this
Lease, a payment shall be deemed late if it is not sent to the Landlord or other
payee on or before the fifteenth day of any calendar month.

      33.7 Homestead and Attorneys Fees: Tenant hereby waives and renounces for
itself any and all homestead, redemption or exemption rights which it may have
under or by virtue of the Constitution and Laws of the United States and the
State of Tennessee, and any other state as against any debt Tenant may owe
Landlord under this Lease, and Tenant hereby transfers, conveys and assigns to
Landlord all homestead, redemption or exemption rights which may be allowed or
set apart to Tenant including such as may be set apart in any bankruptcy
proceedings, to pay any debt Tenant may owe Landlord hereunder.

      33.8 No Waiver: No failure or delay of either party to exercise any right
or power given it herein or to insist upon strict compliance by the, other party
with any obligation imposed on it herein, and no custom or practice of either
party hereto at variance with any term hereof shall constitute a waiver or a
modification of the terms hereof by any party or any right it has herein td
demand strict compliance with the terms hereof by the other party. No officer,.
agent, or employee of Landlord or Tenant has or shall have any authority to
waive any provisions of this Lease unless such waiver is expressly made in
writing and signed by an authorized officer of such party.

      33.9 Time of Essence: Time is of the essence of each and every provision
of this Lease.

      33.10 Construction: This Lease shall be construed under the laws of the
State of Tennessee.

                                     - 13 -
<PAGE>

      33.11 Parking: The Tenant shall have the right to utilize any parking
spaces on the land owned by the Landlord located at either 1814 or 1816 Hayes
Street on a non-exclusive, first-come first-serve basis. Should said parking
arrangement become overly burdensome to .Tenant, Landlord and Tenant agree that
upon written notice by Tenant to Landlord, Landlord will use its best efforts to
secure additional parking spaces for the benefit of Tenant within a reasonable
proximately to the premises.

      Section 34 Renewal Options. Tenant shall have the right, to be exercised
as hereinafter provided, to extend the term of this Lease for a period of five
(5) years, from the date of expiration of the original term hereof upon the
following terms and conditions:

      34.1 That at the time of the exercise of such right, Tenant shall not then
be in material default in the performance of any of the terms, covenants,
conditions or agreements herein contained; and further provided that the
exercise of Tenant's renewal rights by Tenant shall not constitute a waiver of
any then-existing Landlord Default(s).

      34.2 That such extension shall be upon the same terms, covenants,
conditions and agreements as in this Lease provided, except (i) the fixed
minimum rent during said option period shall be negotiated six months prior to
the initial Lease Expiration Date assuming mutual satisfaction of the parties
and (ii) there shall be no further privilege of extension for the term of the
Lease beyond the period referred to above. The rent required by the Landlord
shall not exceed the comparable rentals being demanded for like Property in the
immediate vicinity of the Property as reasonably determined by the parties. Any
extension shall be deemed to commence on the day next following the Lease
Expiration Date.

      34.3 That Tenant shall exercise its right to any extension of the term of
this Lease by notifying Landlord of Tenant's election to exercise such right at
least six (6) months prior to the expiration of the term of this Lease. Upon the
giving of such notice, this Lease shall be deemed extended for the specified
period, subject to the provisions of this paragraph, without execution of any
further instrument. Such extension shall be deemed to commence at the expiration
date of the initial term.

      Section 35 Additional Provisions. The following additional provisions are
added to the Lease:

      35.1 If requested by Landlord, Tenant shall furnish appropriate evidence
of the valid existence and good standing of Tenant and the authority of any
parties signing this Lease to act for Tenant. If requested by Tenant, Landlord
shall furnish appropriate evidence of the valid existence and good standing of
Landlord and the authority of any parties signing this Lease to act for
Landlord.

      35.2 The relationship created by this Lease is that of landlord and
tenant. Landlord and Tenant are not partners or joint venturers, and neither has
any agency powers on behalf of the other. There are no third party beneficiaries
of this Lease.

      35.3 No consent or approval by any party hereto shall be effective unless
given in writing signed by such party or its duly authorized representative. Any
consent or approval by a party shall extend only to the matter specifically
stated in writing. Whenever this Lease requires a party's consent to or approval
of any item, such party may condition such consent or approval on payment or
reimbursement of all reasonable costs and expenses incurred by such party.

      35.4 This -Lease is being executed in multiple counterparts, each of which
shall be considered an original for all purposes but all of which constitute but
one and the same agreement.

      35.5 Any liability or obligation of Landlord or Tenant arising during or
accruing with respect to the term of this Lease shall survive the expiration or
earlier termination of this Lease, including without limitation, obligations and
liabilities relating to indemnity and hold harmless provisions of this Lease.

      35.6 Tenant agrees not to record this Lease. Tenant may record a
memorandum of this Lease in a form approved by Landlord in writing prior to
recording provided Tenant pays all taxes, recording fees, or other governmental
charges incident to such recording. The

                                     - 14 -
<PAGE>

memorandum shall not disclose the rent payable under this Lease and shall
expressly provide that it shall be of no further 'force or effect after the last
day of the term or on filing by Landlord of an affidavit that this Lease has
expired or been terminated.

      35.7 This Lease shall not be effective until a counterpart executed by
both Landlord and Tenant is delivered by Landlord to Tenant.

      35.8 If any of the Landlord's rules is inconsistent with the terms of this
Lease, the tem-ms of this Lease shall govern.

      35.9 The Landlord agrees that the Tenant can commence construction or
renovation of the Property promptly upon execution of this Lease. Tenant shall
be solely responsible for all costs and any damages related to such
construction. In the event of a failure of any condition precedent to Tenant's
obligations under the Lease, Tenant shall nevertheless remain liable for the
costs and any damages related to such construction and, if Tenant does not
occupy the Property because of a failure of such condition precedent, then the
Tenant shall, at Landlord's option and at Tenant's sole expense, repair and/or
restore the affected portion(s) of the Building to its pre-existing condition.

      35.10 The Landlord hereby grants the Tenant a continuing right of first
refusal to purchase the Property if the Landlord offers the Property for sale,
or entertains a bona fide offer to purchase all or any part of the Property. The
Tenant must match any bona fide offer within five business days after actual
receipt of notice thereof from the Landlord.

      35.11 Alarms, Etc. The Tenant is hereby granted permission to install such
alarm systems as are typical in the banking industry and/or as are required by
law, rule or regulation.

      35.12 Vaults, Etc. The Tenant is hereby granted permission to install such
vaults as the Tenant shall deem appropriate. Tenant is to determine that the
same may safely be used in the space. Landlord approves the installation of a
vault in the Building in a commercially reasonable manner. However, it shall be
Tenant's sole obligation and risk to assure that the vault meets the engineering
requirements of the Building, which requirements have been provided by the
Landlord to the Tenant or to provide such structural work as needed for such
vault at Tenant's expense. At the termination or expiration of the Lease, the
Tenant is authorized to remove, and shall remove, the vault but Tenant shall
repair any damage to the Property resulting from or related to such removal at
Tenant's expense.

      35.13 Use and Occupancy. It is a condition precedent to this Lease that
the Tenant be granted a use and occupancy (and any comparable) permit without
undue expense.

      35.14 Tenant's Software Licenses. No term of this Lease is intended or
designed as an authorization to anyone to violate any of the Tenant's software
licenses. Further, Tenant may remove at any time any collateral pledged by any
customer(s) of the Tenant, the contents of any safe deposit boxes, and any
property beneficially held for one or more of the Tenant's customers.

      35.15 Regulatory Approval. It is a condition precedent to the Tenant's
obligations hereunder that the Tenant receives actual approval from the FDIC and
the Tennessee Department of Financial Institutions for this office without undue
expense or restriction. This condition is waived if not invoked by Tenant on or
before February 1, 1999.

      35.16 Other Financial Services Tenant. Landlord agrees not to lease any
space in Building or on the Property to any other tenant which is engaged in the
sale or provision of financial services, or permit any of their electronic
banking or other remote facilities (including, without limitation, ATMs, other
than those of the Tenant). As used in this paragraph, "financial services"
means, whether done directly or indirectly, any lending or loan origination
business, any trust business, any check cashing or pawn brokering business,
and/or any business engaged as a significant part of its business in making
loans and/or taking deposits including, without limitation, any hank, savings
bank, savings association, thrift, and/or credit union. In addition to the
foregoing, the Landlord agrees not to lease any space in the Building or on the
Property to any insurance agency or insurance brokerage business or to any
business that provides investment services or investment advice without the
prior written consent of the Tenant, which consent the Tenant shall not withhold
if such business does not compete with the Tenant for deposits or loans from
such office(s) in the Building.

                                     - 15 -
<PAGE>

      35.17 After-Hours Repairs, Etc. The Tenant will be given the name of
reasonable repair and maintenance services to contact for repairs and
maintenance, particularly for use after hours and in emergencies. In the event
that an item for which the Landlord is responsible must be repaired repeatedly
in such a fashion that it must reasonably be concluded that it should be
replaced or subjected to a major overhaul, then the Landlord will upon written
request by Tenant replace the san-me or perform such major overhaul. Initially,
the Tenant is authorized to contact Michael D. Shmerling. The Landlord may
change this designation from time to time by sending notice to the Tenant.

      35.18 Tenant Signage. The Landlord agrees to allow a reasonable "Capital
Bank & Trust Company Coming Soon" sign on this site in a location clearly
visible from Hayes Street. Tenant acknowledges that it must obtain appropriate
local governmental approvals for all signage as a condition to placing such
signage into use.

      35.19 Notification Addresses, Etc. The following additional addresses and
telephone numbers are applicable to the Lease:

Business Hours:

Landlord:  Michael D. Shmerling                     (615) 320-9800, Ext. 221

Tenant:    R. Rick Hart                             (615) 327-9000
           H. Edward Jackson, III                   (615) 313-7840
           John W. Gregory, Jr.                     (615) 327-9000

After-Hours Notices:

Landlord:  Michael D. Shmerling                     (615) 352-8046

Tenant:    R. Rick Hart                             (615)356-5986
           H. Edward Jackson, III                   (615)356-8808
           John W. Gregory, Jr.                     (615)758-9534

Regulatory Agencies:

Federal Deposit Insurance Corporation ("FDIC")
5100 Poplar Avenue
Suite 1900
Memphis, Tennessee 38137
Attention:  Regional Director
(901)685-1603

Tennessee Department of Financial Institutions
John Sevier Building, Suite 400
500 Charlotte Avenue
Nashville, Tennessee 37219
Attention:  Commissioner
(615)741-2236

      Section 36 Good Faith and Fair Dealing. The provisions of the Lease are
subject to the requirement that the parties shall deal with each other in good
faith and in the spirit of fair dealing. Where one party is authorized to take
action unilaterally, or in its discretion, then such party shall be required to
act reasonably under the circumstances in accordance with accepted and customary
commercial practice in Davidson County, Tennessee.

      IN WITNESS WHEREOF, the parties have executed this Commercial Lease
Agreement to be effective as of the date first above written.

                                   LESSOR:

                                   MICHAEL D. SHMERLING & CO., LLC

                                     - 16 -
<PAGE>

                                   By: /s/ Michael D. Shmerling
                                       ---------------------------------------
                                       Michael D. Shmerling, Chief Manager

                                   LESSEE:

                                   CAPITAL BANK & TRUST COMPANY

                                   By: /s/ H. Edward Jackson III
                                       --------------------------------------
                                       H. Edward Jackson, III, Executive Vice
                                       President

                                     - 17 -
<PAGE>

                                 ACKNOWLEDGMENTS

STATE OF TENNESSEE   )
COUNTY OF DAVIDSON   )

      Before me the Undersigned, a Notary Public in and for the State and County
aforesaid, personally appeared MICHAEL D. SHMERLING, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged himself (or herself) to be the Chief Manager of the
within named bargainor, a Tennessee limited liability company, and that he as
such Chief Manager, being duly authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
limited liability company by himself as such Chief Manager.

      WITNESS by hand and seal at office, on this the 21st day of December,
1998.

                                   /s/ _________________________________________
                                   Notary Public
                                   My Commission Expires: __________________

STATE OF TENNESSEE   )
COUNTY OF DAVIDSON   )

      Before me, the Undersigned, a Notary Public in and for the State and
County aforesaid, personally appeared H. EDWARD JACKSON, III with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged himself to be the Executive Vice President of
CAPITAL BANK & TRUST COMPANY, the within named bargainor, a Tennessee banking
corporation, and that he as such Executive Vice President, being duly authorized
so to do, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as such Executive Vice
President.

      WITNESS by hand and seal at office, on this the 21st day of December~
1998.

                                   /s/ _________________________________________
                                   Notary Public
                                   My Commission Expires: ______________________

                                     - 18 -
<PAGE>

                        FIRST COUSINS PROPERTIES, L.L.C.
                              210 19TH AVENUE NORTH
                               NASHVILLE, TN 37203

June 16, 2003

Mr. Rick Hart, CEO
Capital Bank & Trust Co.
1820 West End Avenue
Nashville, TN 37203

RE:   REVISED 1816 Hayes Street Building; Lease Extension

Dear Rick,

This letter will set forth terms of a renewal of the lease agreement between
Capital Bank & Trust Co. and First Cousins Properties, LLC., for the 1816 Hayes
Street Building, upon expiration of the initial lease term on January 31, 2004.
Extension terms follow:

      1)    The extension of the existing lease will be for five years,
            beginning on February 1, 2004 and expiring on January 31, 2009.

      2)    Rent during the five year renewal will be as follows:

<TABLE>
<CAPTION>
                             MONTHLY AMOUNT   SQ. FOOTAGE COST
                             --------------   ----------------
<S>       <C>                <C>              <C>
a)        Year One             $4,742.40           $13.25
b)        Year Two             $4,921.35           $13.75
c)        Year Three           $5,100.31           $14.25
d)        Year Four            $5,279.27           $14.75
e)        Year Five            $5,458.23           $15.25
</TABLE>

      3)    Tenant is permitted to alter the building for the purpose of general
            improvements (including exterior paint); but at their sole and
            complete expenses - as set forth in the original lease.

      4)    All other terms and conditions of the existing lease will remain as
            stated.

If the above meets with your approval, please sign the acknowledgement below.

Sincerely,                              Acknowledged and Agreed

/s/ Michael D. Shmerling

Michael D. Shmerling                                /s/ R. Rick Hart
Partner                                 ---------------------------------------

                                        Date: 9/17/03

Cc:        Ben Zeitlin

                                     - 19 -
</TEXT>
</DOCUMENT>
