CONSULTING AGREEMENT

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                                 EXHIBIT 10.2


                                  

                     CONSULTING AGREEMENT - XXXXXX X. XXXXX



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                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT made and entered into this 9th day of
February,1996, by and between FIRST NATIONAL BANK OF MCMINNVILLE (the"Bank")
and XXXXXX X. XXXXX ("Consultant");

         WHEREAS, Consultant has agreed to perform certain consulting services
for the Bank; and

         WHEREAS, the Bank desires to retain the services of Consultant; and

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows;

         1. CONSULTING SERVICES. Consultant agrees to provide the following 
services:

                  (a)  to serve as Chairman of the Board of Directors;

                  (b)  act as liaison between the Board of Directors;

                  (c)  recruit new Board members as needed;

                  (d)  to attend Bank related functions as is deemed necessary 
                       by the Board of Directors.

         2. COMPENSATION. As compensation for the consulting services provided
by Consultant, the Bank agrees to pay the Consultant on the first (1st) of every
month the amount of $1,000.00, which equates to an annual consulting fee of
$12,000.00. The first payment shall be due February 1, 1996. The Consultant
shall under no circumstances be deemed an employee of the Bank and Consultant
shall be responsible for self-employed tax on all consulting fees received. The
Consultant shall not be eligible to participate in any employee pension or
profit sharing plans.

         3. ATTENDANCE TO NATIONAL, STATE AND LOCAL MEETINGS. The Bank and the
Consultant mutually agree that in order for the Consultant to properly perform
his consulting services, the Consultant shall attend meetings. For example

                  (a)  Tennessee Bankers Association;
                  (b)  American Bankers Association; and
                  (c)  Other Bank related meetings.

                  The Consultant and his employees shall attend the meetings set
out above unless it its deemed unnecessary by Consultant. All expenses of
attendance of the meetings including travel, lodging, meals and entertainment
expenses shall be reimbursed to the Consultant by the Bank.

         4. ENTERTAINMENT EXPENSES. The Consultant shall be expected to perform
a limited amount of entertaining in his role as Chairman of the Board of
Directors with said expenses being reimbursed by the Bank. The Consultant shall
provide full documentation of all expenditures when submitting any request for
reimbursement.






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         5. CIVIC ORGANIZATIONS. The Bank believes that it is necessary in
order for the Consultant to fulfill his consulting obligations for the
Consultant to be an active member in various civic and community organizations
such as Rotary, etc. The Consultant shall pay all costs including, but not
limited to dues associated with said organizations.

         6. SECRETARIAL AND OFFICE SPACE. The Bank shall provide an office for
the Chairman to use on an as-needed basis at the Bank and shall provide
secretarial services and other support services as are necessary for the
Consultant to properly perform his consulting services.

         7. TERM. This Consulting Agreement shall begin on January 1, 1996 and
shall be renewed annually as long as Xxxxxx X. Xxxxx serves as Chairman of the
Board. This Consulting Agreement shall automatically be terminated upon the
death of the Consultant. The Consultants's estate shall be entitled to receive
payment for all expenditures incurred by the Consultant on behalf of the Bank
for which Consultant is entitled to reimbursement.

         8. Any notice required or desired to be given pursuant to this
Agreement shall be in writing and mailed to the parties and the following
addresses:

If to Consultant:
Xxxxxx Xxxxx




If to Bank:
First National Bank of McMinnville
000 Xxxx Xxxx Xxxxxx
XxXxxxxxxxx, XX 00000


         9. GOVERNING LAW. This Agreement shall be governed by Tennessee Law.

        10. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties. It may not be changes orally, but only by an Agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.

IN WITNESS WHEREOF; the parties have executed the Agreement on the date first
written above.
                                      FIRST NATIONAL BANK OF MCMINNVILLE


                                      By:/s/ Xxxxxxx X. Xxxxxx
                                         -------------------------------------
                                      Title:President
                                            ----------------------------------


                                       /s/ Xxxxxx X. Xxxxx
                                       ---------------------------------------
                                       Xxxxxx X. Xxxxx