MEMPHIS -- First Tennessee National Corp. and Cleveland Bank and Trust Co. of Cleveland, Tenn., announced Wednesday a definitive agreement by which First Tennessee will buy Cleveland Bank.

Cleveland Bank and Trust has $225 million of total assets, $198 million in total deposits, and $22.2 million in capital. First Tennessee reported total assets of $9 billion and shareholders' equity of $635.3 million at June 30.

Subject to Approval

In trading late Wednesday afternoon, First Tennessee shares were up $ 1, to $42.50.

The agreement is subject to approval by regulators and Cleveland Bank's shareholders.

Based on a price of $40 per share for First Tennessee's common stock, Cleveland Bank shareholders would receive 10.95 shares of the buyer's common stock for each share of their stock.

First Tennessee will pay out about 1.1 million shares of its common stock, subject to adjustments for increases or reductions in the price of its common.

Retaining Name and Charter

Cleveland Bank will retain its charter and name and will continue to be managed by its current officers and directors.

"We're very pleased to welcome the customers and employees of Cleveland Bank and Trust to the First Tennessee group of companies," said Ronald Terry, First Tennessee's chairman.

"Our goal is to go beyond what our customers expect in order to provide the highest level of service available from any bank. Our affiliation with Cleveland Bank and Trust will further strengthen our position in east Tennessee."

Cleveland Bank chairman Sam McReynolds said the deal should provide new products for its customers.

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