PROXY

                            HFB FINANCIAL CORPORATION

                         SPECIAL MEETING OF SHAREHOLDERS
                            to be held _______, 200_

                      THIS REVOCABLE PROXY IS SOLICITED BY
               THE BOARD OF DIRECTORS OF HFB FINANCIAL CORPORATION


         The undersigned shareholder of HFB Financial Corporation, a Tennessee
corporation ("the "Company"), hereby appoints __________ and ____________ (the
"Proxies"), and each of them, with full power to act alone and with full power
of substitution and revocation, as proxies of the undersigned to attend the
special meeting of shareholders of the Company to be held at ___________________
___________________, located at __________________, on ________, 200_ at ______
_.m. local time, and any adjournment or postponement thereof, and to vote all of
the shares of common stock, par value $1.00 per share, that the undersigned
would be entitled to vote if personally present upon the following item and to
vote according to their discretion on any other matter which may properly be
presented for action at said meeting or any adjournment or postponement thereof:


1.       APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. The approval and
         adoption of the Agreement and Plan of Merger, dated October 28, 2003,
         between the Company and HFB Merger Corp., a wholly-owned subsidiary of
         the Company, as described in the Proxy Statement, dated _______, 200_.

         [ ]    For               [ ]   Against           [ ]    Abstain

         The undersigned hereby ratifies and confirms all that said Proxies, or
either of them or their substitutes, may lawfully do or cause to be done by
virtue hereof, and acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement accompanying it.

         This Proxy will be voted as specified by you above, or if no choice is
specified, this Proxy will be voted "For" the proposal set forth above.

         Please sign exactly as your name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
provide full corporate name and name and capacity of the authorized officer
signing on behalf of such corporation. If a partnership, please provide
partnership name and name and capacity of the person signing on behalf of such
partnership.


Dated:                          , 2003
      --------------------------




                                          Signature:
                                                    ----------------------------

                                          Signature:
                                                    ----------------------------
                                          (If held jointly)

SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.