8-A12G

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549



                             FORM 8-A


         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
              PURSUANT TO SECTION 12(b) OR (g) OF THE
                  SECURITIES EXCHANGE ACT OF 1934



                  COMMUNITY FINANCIAL GROUP, INC.
      (Exact name of registrant as specified in its charter)


Tennessee                                              62-1626938
(States or other jurisdiction of                  (IRS Employer
Incorporation)                               Identification No.)

401 Church Street
Second Floor
Nashville, Tennessee                                        37219
(Address of principal executive offices)          (Zip Code)


If  this form relates to the registration of a class of debt securities and
is effective  upon  filing  pursuant  to General Instruction A(c)(1) please
check the following box: ____

If this form related to the registration  of a class of debt securities and
is  to  become  effective  simultaneously  with   the  effectiveness  of  a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2) please check the following box: ___


Securities to be registered pursuant to Section 12(b) of the Act:   NONE

Securities to be registered pursuant to Section 12(g) of the Act:

                   Common Stock Purchase Rights
                         (Title of Class)

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

          The board of directors of Community Financial  Group,  Inc.  (the
"Company")  has  declared  a dividend of one common share purchase right (a
"Right") for each outstanding  share  of  common  stock,  no par value (the
"Common Shares"), of the Company.  The dividend is payable  on  February 5,
1998   (the  "Record  Date"),  to the shareholders of record on that  date.
Each Right entitles the registered  holder to purchase from the Company one
share of the Company's Common Stock at  a  price of $55.00 per Common Share
(the "Purchase Price"), subject to adjustment.   The  description and terms
of  the  Rights  are  set  forth  in  a Shareholders Rights Agreement  (the
"Shareholders Rights Agreement") between  the  Company  and  Registrar  and
Transfer  Company, as Rights Agent (the "Rights Agent"), a copy of which is
filed as Exhibit  4.1  to this Form 8-A.  The Shareholders Rights Agreement
is incorporated herein by  reference  and  this summary is qualified in its
entirety by reference thereto.

          Until the earlier to occur of (i)  10  days  following  a  public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
Common Shares, directly or indirectly, including through the acquisition of
warrants, without the prior approval of the board of directors, including a
majority  of  "Continuing  Directors,"  as  that  term  is  defined  in the
Shareholders Rights Agreement, or (ii) 10 business days (or such later date
as  may  be determined by action of the board of directors before such time
as any person  or  group of affiliated persons becomes an Acquiring Person)
following the commencement  of,  or announcement of an intention to make, a
tender offer or exchange offer the  consummation  of  which would result in
the  beneficial  ownership  by  a  person or group of 15% or  more  of  the
outstanding Common Shares (the earlier  of  such  dates  being  called  the
"Distribution  Date"), the Rights will be evidenced, with respect to any of
the Common Share  certificates  outstanding  as of the Record Date, by such
Common  Share  certificate  with  a copy of a Summary  of  Rights  attached
thereto.

          The  Shareholders  Rights  Agreement  provides  that,  until  the
Distribution Date (or earlier redemption  or expiration of the Rights), the
Rights will be transferred with and only with the Common Shares.  Until the
Distribution Date (or earlier redemption or  expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance  of  Common  Shares  will  contain  a notation  incorporating  the
Shareholders Rights Agreement by reference.  Until  the  Distribution  Date
(or  earlier  redemption  or  expiration  of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy  of this Summary of Rights being
attached  thereto,  will  also  constitute  the  transfer   of  the  Rights
associated with the Common Shares represented by such certificate.  As soon
as  practicable  following  the  Distribution  Date,  separate certificates
evidencing the Rights ("Right Certificates") will be mailed  to  holders of
record of the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution Date.   The
Rights  will  expire  on  February  4,  2008 (the "Final Expiration Date"),

unless  the Final Expiration Date is extended  or  unless  the  Rights  are
earlier redeemed  or  exchanged  by  the Company, in each case as described
below.

          The Purchase Price payable,  and  the  number of Common Shares or
other  securities or property issuable, upon exercise  of  the  Rights  are
subject  to  adjustment  from  time  to time to prevent dilution (i) in the
event   of  a  stock  dividend  on,  or  a  subdivision,   combination   or
reclassification  of,  the Common Shares, (ii) upon the grant to holders of
the  Common Shares of certain  rights  or  warrants  to  subscribe  for  or
purchase  Common  Shares  at a price, or securities convertible into Common
Shares with a conversion price,  less than the then-current market price of
the Common Shares or (iii) upon the  distribution  to holders of the Common
Shares of evidences of indebtedness or assets (excluding  regular  periodic
cash  dividends  paid  out  of  earnings  or retained earnings or dividends
payable in Common Shares) or of subscription rights or warrants (other than
those referred to above).

          The number of outstanding Rights  and the number of Common Shares
issuable upon exercise of each Right are also  subject to adjustment in the
event  of a stock split of the Common Shares or a  stock  dividend  on  the
Common Shares  payable  in Common Shares or subdivisions, consolidations or
combinations of the Common  Shares  occurring, in any such case, before the
Distribution Date.

          If  the  Company  is acquired  in  a  merger  or  other  business
combination transaction or 50%  or  more  of  its  consolidated  assets  or
earning  power  are sold, proper provision will be made so that each holder
of a Right will thereafter  have  the  right  to receive, upon the exercise
thereof at the then current exercise price of the  Right,  that  number  of
shares  of  common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right.  In the  event  that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that
each  holder of a Right,  other  than  Rights  beneficially  owned  by  the
Acquiring Person (which will thereafter be void), will from the date of the
first public  announcement  of  the Acquiring Person's acquisition have the
right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price  of  the  Right  or,  if  there is an
insufficient  number of authorized and unissued Common Shares to allow  the
full exercise of  the  Rights, a package of other securities or property of
the Company and/or cash  which  the  board of directors determines with the
advice of an investment banking firm to  be  equivalent  to  such number of
Common Shares.

          At  any  time  after  any Person becomes an Acquiring Person  and
before the acquisition by such person  or  group  of  50%  or  more  of the
outstanding  Common  Shares,  the  board  of  directors  of the Company may
exchange the Rights (other than Rights owned by such person  or group which
will  have become void), in whole or in part, at an exchange ratio  of  one
Common Share, per Right (subject to adjustment).

          With certain exceptions, no adjustment in the Purchase Price will
be required  until cumulative adjustments require an adjustment of at least
1% in such Purchase  Price.   At  the  Company's  option, fractional Common
Shares  may  be  issued  which  may,  at the election of  the  Company,  be
evidenced  by depositary receipts.  If fractional  Common  Shares  are  not
issued,  an  adjustment  in  cash will be made in lieu thereof based on the
market price of the Common Shares  on  the last trading day before the date
of exercise.


          At any time before the close of  business ten days after the date
of the first public announcement of the acquisition by a person or group of
affiliated or associated persons of beneficial  ownership of 15% or more of
the outstanding Common Shares, the board of directors  of  the  Company may
redeem  the Rights in whole, but not in part, at a price of $.01 per  Right
(the "Redemption  Price"),  payable  in  cash or in shares of the Company's
stock.  If, however, there is an Acquiring  Person  at the time, a majority
of Continuing Directors must concur in the redemption  of  the Rights.  The
redemption of the Rights may be made effective at such time  on  such basis
with  such conditions as the board of directors in its sole discretion  may
establish.   Immediately  upon  any  redemption of the Rights, the right to
exercise the Rights will terminate and  the  only  right  of the holders of
Rights will be to receive the Redemption Price.

          The terms of the Rights may be amended by the board  of directors
of the Company without the consent of the holders of the Rights,  including
an  amendment to lower certain thresholds described above to not less  than
the greater  of  (i)  the  sum  of .001% plus the largest percentage of the
outstanding Common Shares then known  to  the  Company  to  be beneficially
owned by any person or group of affiliated or associated persons  and  (ii)
10%,  except  that from and after such time as there is an Acquiring Person
no such amendment  may adversely affect the interests of the holders of the
Rights.

          Until a Right  is  exercised,  the  holder thereof, as such, will
have  no  rights  as  a  shareholder  of  the Company,  including,  without
limitation, the right to vote or to receive dividends.

          The Rights have certain anti-takeover  effects.   The  Rights may
cause  substantial  dilution  to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors.  The
Rights should not interfere with  any  merger or other business combination
approved by the Company's Board of Directors  prior  to  the  time that the
person  or  group  became  an  Acquiring Person, since until such time  the
Rights may be redeemed by the Company at a price of $0.01 each.


ITEM 2    EXHIBITS.The following  items  are  filed  as  exhibits  to  this
Registration Statement:

Exhibit No.    Description of Document

4.1            Rights  Agreement  dated  as  of  January  21,  1998 between
               Community  Financial Group, Inc. and Registrar and  Transfer
               Company, as  Rights Agent, including Exhibit A thereto (Form
               of Right Certificate and Forms of Assignment and Election to
               Purchase) and  Exhibit  B  thereto  (Summary  of  Rights  to
               Purchase Common Shares)

4.3            Form  of  press  release  announcing  the declaration of the
               rights

4.4            Form of letter to shareholders announcing the declaration of
               the rights


                            SIGNATURES

          Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange Act of 1934, the registrant  has  duly  caused  this  registration
statement  to  be  signed  on its behalf by the undersigned thereunto  duly
authorized.


                                   COMMUNITY FINANCIAL GROUP,  INC.


Date: January 26, 1998             By:/s/ Mack Linebaugh
                                        Mack Linebaugh
                                   Its: President

EX-4.1

                   COMMUNITY FINANCIAL GROUP, INC.

                                 and

                   REGISTRAR AND TRANSFER COMPANY

                           as Rights Agent

                    SHAREHOLDERS RIGHTS AGREEMENT

                    Dated as of January 21, 1998






                          TABLE OF CONTENTS

                                                                 PAGE

Section 1.Certain Definitions.....................................1

Section 2.Appointment of Rights Agent.............................6

Section 3.Issue of Right Certificates.............................6

Section 4.Form of Right Certificates..............................9

Section 5.Countersignature and Registration.......................9

Section 6.Transfer, Split Up, Combination and Exchange of Right
          Certificates; Mutilated, Destroyed, Lost or Stolen Right
          Certificates...........................................10

Section 7.Exercise of Rights; Purchase Price; Expiration Date
          of Rights..............................................11

Section 8.Cancellation and Destruction of Right Certificates.....13

Section 9.Reservation, Authorization and Registration.........   14

Section 10.Common Shares Record Date.............................15

Section 11.Adjustment of Purchase Price, Number of Shares or
           Number of Rights......................................16

Section 12.Certificate of Adjusted Purchase Price or Number
           of Shares.............................................27

Section 13.Consolidation, Merger or Sale or Transfer of Assets
           or Earning Power......................................28

Section 14.Fractional Rights and Fractional Shares...............29

Section 15.Rights of Action......................................31

Section 16.Agreement of Right Holders............................32

Section 17.Right Certificate Holder Not Deemed a Stockholder.....33

Section 18.Concerning the Rights Agent...........................33

Section 19.Merger or Consolidation or Change of Name of
           Rights Agent..........................................34

Section 20.Duties of Rights Agent................................35

Section 21.Change of Rights Agent................................37

Section 22.Issuance of New Right Certificates....................39

Section 23.Redemption and Termination............................39

Section 24.Exchange..............................................41

Section 25.Notice of Certain Events..............................43

Section 26.Notices...............................................44

Section 27.Supplements and Amendments............................45

Section 28.Successors............................................46

Section 29.Benefits of this Agreement........................... 46

Section 30.Severability..........................................46

Section 31.Governing Law.........................................46

Section 32.Counterparts..........................................46

Section 33.Descriptive Headings..................................47

Signatures.......................................................47



Exhibit A -Form of Right Certificate

Exhibit B -Summary of Rights to Purchase Common Shares





                   SHAREHOLDERS RIGHTS AGREEMENT



          This  Shareholders  Rights Agreement (the "Agreement"), is entered

into as of January 21, 1998, between  COMMUNITY  FINANCIAL  GROUP,  INC.,  a

Tennessee  corporation  (the  "Company"), and REGISTRAR AND TRANSFER COMPANY

(the "Rights Agent").

          The Board of Directors  of the Company has authorized and declared

a dividend of one common share purchase  right  (a  "Right") for each Common

Share  (as hereinafter defined) of the Company outstanding  on  February  5,

1998 (the  "Record   Date"), each Right representing the right to purchase a

Common Share (as hereinafter  defined),  upon  the  terms and subject to the

conditions  herein set forth, and has further authorized  and  directed  the

issuance of one  Right  with  respect  to  each  Common  Share  that becomes

outstanding  between  the  Record  Date and the earliest of the Distribution

Date, the Redemption Date and the Final  Expiration  Date (as such terms are

hereinafter defined).

          Accordingly,  in  consideration  of the premises  and  the  mutual

agreements herein set forth, the parties hereby agree as follows:

          Section 1.CERTAIN DEFINITIONS.  For  purposes  of  this Agreement,

the following terms have the meanings indicated:

          (a)  "Acquiring Person" means any Person (as hereinafter  defined)

who  or  which,  together with all Affiliates and Associates (as hereinafter

defined) of such Person, is the Beneficial Owner (as hereinafter defined) of

15% or more of the  Common  Shares of the Company then outstanding, but does

not include the Company, any  Subsidiary  (as  hereinafter  defined)  of the

Company,  any  employee benefit plan of the Company or of any Subsidiary  of

the Company, any  entity  holding Common Shares for or pursuant to the terms

of any such plan or any Person  who  or  which, together with all Affiliates

and Associates of such Person, has delivered  to  the Company a notification

that he or it is the Beneficial Owner of 15% or more  of the Common Stock of

the Company as of the date of this Agreement until and  unless  such  Person

acquires additional Common Shares of the Company; provided, however, that if

a Person becomes the beneficial owner of 15% or more of the Common Shares of

the  Company then outstanding in  a transaction which is approved in advance

of its occurrence by a majority of the Company's Board of Directors and by a

majority  of  Continuing  Directors, as hereinafter defined, as being in the

best interests of the Company,  such  Person  shall  not  be deemed to be an

"Acquiring Person."  Notwithstanding the foregoing, no Person  shall  become

an  "Acquiring  Person" as the result of an acquisition of Common Shares  by

the Company which,  by  reducing the number of shares outstanding, increases

the proportionate number  of shares beneficially owned by such Person to 15%

or more of the Common Shares  of  the  Company  then outstanding;  provided,

however, that if a Person becomes the Beneficial Owner of 15% or more of the

Common Shares of the Company then outstanding by  reason  of share purchases

by the Company and, after such share purchases by the Company,  becomes  the

Beneficial  Owner  of any additional Common Shares of the Company, then such

Person shall be deemed  to  be  an  "Acquiring Person."  Notwithstanding the

foregoing, if the Board of Directors of the Company determines in good faith

that  a Person who would otherwise be  an  "Acquiring  Person",  as  defined

pursuant  to the foregoing provisions of this paragraph (a), has become such

inadvertently,  and  such  Person  divests  as  promptly  as  practicable  a

sufficient number of Common Shares so that such Person would no longer be an

Acquiring  Person,  as  defined pursuant to the foregoing provisions of this

paragraph (a), then such  Person  shall  not  be  deemed to be an "Acquiring

Person" for purposes of this Agreement.

          (b)  "Affiliate"  and  "Associate"  have the  respective  meanings

ascribed to such terms in Rule 12b-2 of the General  Rules  and  Regulations

under the Securities Exchange Act of 1934, as amended (the "Exchange  Act"),

as in effect on the date of this Agreement.

          (c)   A Person shall be deemed the "Beneficial Owner" of and shall

be deemed to "beneficially own" any securities:

                (i) which such Person or any of such Person's Affiliates  or

          Associates   beneficially   owns,   directly   or  indirectly  (as

          determined  pursuant  to  Rule  13d-3  of  the General  Rules  and

          Regulations  under  the Exchange Act) including  pursuant  to  any

          agreement,  arrangement   or  understanding,  whether  or  not  in

          writing;

               (ii)  which such Person or any of such Person's Affiliates or

          Associates has (A) the right  to  acquire  (whether  such right is

          exercisable  immediately  or  only  after  the  passage  of  time)

          pursuant  to  any  agreement,  arrangement or understanding (other

          than  customary  agreements  with  and  between  underwriters  and

          selling group members with respect to  a bona fide public offering

          of  securities),  or  upon  the  exercise  of  conversion  rights,

          exchange  rights,  rights (other than these Rights),  warrants  or

          options, or otherwise;  provided, however, that a Person shall not

          be  deemed  the Beneficial  Owner  of,  or  to  beneficially  own,

          securities tendered pursuant to a tender or exchange offer made by

          or on behalf  of such Person or any of such Person's Affiliates or

          Associates  until   such  tendered  securities  are  accepted  for

          purchase or exchange;  or  (B)  the  right to vote pursuant to any

          agreement, arrangement or understanding; provided, however, that a

          Person  shall  not  be  deemed  the Beneficial  Owner  of,  or  to

          beneficially own, any security if  the  agreement,  arrangement or

          understanding  to  vote  such  security (1) arises solely  from  a

          revocable proxy or consent given  to  such Person in response to a

          public  proxy or consent solicitation made  pursuant  to,  and  in

          accordance  with, the applicable rules and regulations promulgated

          under the Exchange  Act  and  (2)  is  not also then reportable on

          Schedule  13D  under  the  Exchange  Act  (or  any  comparable  or

          successor report or schedule); or

               (iii) which are beneficially owned, directly  or  indirectly,

          by any other Person with which such Person or any of such Person's

          Affiliates  or  Associates  has  any  agreement,  arrangement   or

          understanding  (other  than  customary agreements with and between

          underwriters and selling group members with respect to a bona fide

          public  offering of securities)  for  the  purpose  of  acquiring,

          holding,  voting (except to the extent contemplated by the proviso

          to Section  l(c)(ii)(B))  or  disposing  of  any securities of the

          Company.



          Notwithstanding   anything   in  this  definition  of   Beneficial

Ownership to the contrary, the phrase "then  outstanding,"  when  used  with

reference  to  a Person's Beneficial Ownership of securities of the Company,

means the number  of  such  securities  then issued and outstanding plus the

number of such securities not then actually  issued  and  outstanding  which

such Person would be deemed to own beneficially hereunder.

          (d)    "Business  Day"  means  any  day  other  than a Saturday, a

Sunday, or a day on which banking institutions in Nashville,  Tennessee  are

authorized or obligated by law or executive order to close.

          (e)    "Close  of  Business"  on  any  given date means 5:00 P.M.,

Nashville, Tennessee time, on such date; provided,  however,  that  if  such

date  is not a Business Day, "Close of Business" means 5:00 P.M., Nashville,

Tennessee time, on the next succeeding Business Day.

          (f)    "Common  Shares"  when  used with reference to the Company,

means the shares of common stock, par value $6.00 per share, of the Company.

"Common Shares," when used with reference  to  any  Person  other  than  the

Company,  means  the  capital  stock  (or equity interest) with the greatest

voting power of such other Person or, if  such  other Person is a Subsidiary

of another Person, of the Person or Persons which  has  the power ultimately

to control or direct the management of the first-mentioned Person.

          (g)  "Continuing Director" means (i) any member  of  the  Board of

Directors of the Company, while such Person is a member of the Board, who is

not  an  Acquiring  Person,  or  an  Affiliate  or Associate of an Acquiring

Person, or a representative of an Acquiring Person  or of any such Affiliate

or  Associate,  and  was a member of the Board prior to  the  date  of  this

Agreement, or (ii) any Person who subsequently becomes a member of the Board

if such Person's nomination  for  election  or  election  to  the  Board  is

recommended or approved by a majority of the Continuing Directors.

          (h)  "Distribution  Date"  has  the meaning set forth in Section 3

hereof.

          (i)  "Final Expiration Date" has  the meaning set forth in Section

7 hereof.

          (j)   "Person" means any individual,  firm,  corporation  or other

entity, and includes any successor (by merger or otherwise) of such entity.

          (k)    "Redemption  Date"  has the meaning set forth in Section  7

hereof.

          (l)   "Shares Acquisition Date" means the date of the first public

announcement (which, for purposes of this definition, shall include, without

limitation, a report or schedule filed  pursuant  to Section 13(d) under the

Exchange Act) by the Company or an Acquiring Person that an Acquiring Person

has become such.

          (m)  "Subsidiary"  of any Person means any  corporation  or  other

entity  of  which a majority of  the  voting  power  of  the  voting  equity

securities or  other  equity  interest  is owned, directly or indirectly, by

such Person.

          Section  2.   APPOINTMENT OF RIGHTS  AGENT.   The  Company  hereby

appoints the Rights Agent to act as agent for the Company and the holders of

the Rights (who, in accordance  with  Section  3  hereof,  shall  before the

Distribution  Date  also  be the holders of the Common Shares) in accordance

with the terms and conditions  hereof,  and  the Rights Agent hereby accepts

such appointment.  The Company may from time to  time appoint such co-Rights

Agents as it may deem desirable.

          Section 3.  ISSUE OF RIGHT CERTIFICATES.

          (a)  Until the earlier of (i) the Close  of  Business on the tenth

day after the Shares Acquisition Date (or, if the tenth day after the Shares

Acquisition Date occurs before the Record Date, the Record Date) or (ii) the

Close of Business on the tenth Business Day (or such later  date  as  may be

determined by action of the Board of Directors before any Person becomes  an

Acquiring  Person)  after  the date of the commencement by any Person (other

than the Company, any Subsidiary  of  the Company, any employee benefit plan

of the Company or of any Subsidiary of  the  Company  or  any entity holding

Common Shares for or pursuant to the terms of any such plan  or  any  Person

who,  or  which, together with all Affiliates and Associates of such Person,

has notified  the  Company  that  he or it is the Beneficial Owner of 15% or

more of the Common Stock of the Company  as  of  the  date of this Agreement

until and unless such Person acquires additional Common  Shares)  of,  or of

the first public announcement of the intention of any Person (other than the

Company,  any  Subsidiary  of  the Company, any employee benefit plan of the

Company or of any Subsidiary of  the  Company  or  any entity holding Common

Shares for or pursuant to the terms of any such plan  or  any Person who, or

which,  together  with  all  Affiliates and Associates of such  Person,  has

notified the Company that he or it is the Beneficial Owner of 15% or more of

the Common Stock of the Company  as  of the date of this Agreement until and

unless such Person acquires additional  Common Shares) to commence, a tender

or exchange offer the consummation of which  would  result  in  any Person's

becoming  the Beneficial Owner of Common Shares aggregating 15% or  more  of

the then outstanding  Common  Shares, including any such date which is after

the date of this Agreement and  before  the  issuance  of  the  Rights  (the

earlier  of such dates being herein referred to as the "Distribution Date"),

the Rights  will  be  evidenced  (subject  to the provisions of Section 3(b)

hereof) by the certificates for Common Shares registered in the names of the

holders  thereof  (which  certificates shall also  be  deemed  to  be  Right

Certificates) and not by separate  Right  Certificates,  and  the  right  to

receive  Right Certificates will be transferable only in connection with the

transfer of  Common  Shares.   As soon as practicable after the Distribution

Date,  the  Company  will  prepare  and   execute,  the  Rights  Agent  will

countersign, and the Company will send or cause  to  be sent (and the Rights

Agent  will,  if  requested, send) by first-class, insured,  postage-prepaid

mail, to each record  holder of Common Shares as of the Close of Business on

the Distribution Date, at the address of such holder shown on the records of

the Company, a Right Certificate,  in  substantially  the  form of Exhibit A

hereto (a "Right Certificate"), evidencing one Right for each  Common  Share

so  held.   As of the Distribution Date, the Rights will be evidenced solely

by such Right Certificates.

          (b)    On  the  Record Date, or as soon as practicable thereafter,

the Company will send a copy  of  a  Summary  of  Rights  to Purchase Common

Shares,  in  substantially  the  form of Exhibit B hereto (the  "Summary  of

Rights"), by first-class, postage-prepaid  mail,  to  each  record holder of

Common Shares as of the Close of Business on the Record Date, at the address

of  such  holder  shown  on  the  records  of the Company.  With respect  to

certificates for Common Shares outstanding as  of the Record Date, until the

Distribution  Date  (or  the earlier of the Redemption  Date  or  the  Final

Expiration  Date),  the  Rights  will  be  evidenced  by  such  certificates

registered in the names of  the  holders thereof together with a copy of the

Summary of Rights attached thereto.   Until  the  Distribution  Date (or the

earlier of the Redemption Date or the Final Expiration Date), the  surrender

for transfer of any certificate for Common Shares outstanding on the  Record

Date,  with  or  without  a  copy of the Summary of Rights attached thereto,

shall also constitute the transfer  of the Rights associated with the Common

Shares represented thereby.

          (c)    Certificates for Common  Shares  which  become  outstanding

(including, without  limitation, reacquired Common Shares referred to in the

last sentence of this  paragraph  (c))  after the Record Date but before the

earliest  of  the  Distribution  Date,  the Redemption  Date  or  the  Final

Expiration Date shall have impressed, printed  or  written  on  or otherwise

affixed to them the following legend:

          This  certificate also evidences and entitles the holder
          hereof  to certain rights as set forth in a Shareholders

          Rights Agreement between Community Financial Group, Inc.
          and Registrar  and Transfer Company, dated as of January
          21,  1998  (the "Shareholders  Rights  Agreement"),  the
          terms  of  which   are  hereby  incorporated  herein  by
          reference  and  a copy  of  which  is  on  file  at  the
          principal offices  of  Community  Financial  Group, Inc.
          Under   certain  circumstances,  as  set  forth  in  the
          Shareholders  Rights  Agreement,  such  rights  will  be
          evidenced by separate certificates and will no longer be
          evidenced  by  this  certificate.   Community  Financial
          Group,  Inc. will mail to the holder of this certificate
          a copy of  the  Shareholders  Rights  Agreement  without
          charge  after its receipt of a written request therefor.
          Under  certain   circumstances,  as  set  forth  in  the
          Shareholders Rights  Agreement,  rights  issued  to  any
          Person  who  becomes  an Acquiring Person (as defined in
          the Shareholders Rights  Agreement)  may become null and
          void.

With  respect  to certificates containing the foregoing  legend,  until  the

Distribution Date,  the Rights associated with the Common Shares represented

by such certificates  shall be evidenced by such certificates alone, and the

surrender for transfer  of  any  such  certificate shall also constitute the

transfer  of  the  Rights  associated  with the  Common  Shares  represented

thereby.  If the Company acquires any Common  Shares  after  the Record Date

but  before  the  Distribution Date, any Rights associated with such  Common

Shares shall be deemed  canceled  and  retired  so  that  the Company is not

entitled to exercise any Rights associated with the Common  Shares which are

no longer outstanding.

          Section  4.   FORM OF RIGHT CERTIFICATES.  The Right  Certificates

(and the forms of election to purchase Common Shares and of assignment to be

printed on the reverse thereof) shall be substantially the same as Exhibit A

hereto and may have such  marks  of  identification  or designation and such

legends,  summaries  or endorsements printed thereon as  the  Company  deems

appropriate  and  as are  not  inconsistent  with  the  provisions  of  this

Agreement, or as may  be required to comply with any applicable law, rule or

regulation or with any rule or regulation of any stock exchange on which the

Rights may from time to  time  be listed or to conform to usage.  Subject to

the provisions of Section 24 hereof,  the  Right  Certificates shall entitle

the  holders  thereof  to  purchase the number of Common  Shares  set  forth

therein at the price per Common  Share  set  forth  therein  (the  "Purchase

Price"),  but the number of such Common Shares and the Purchase Price  shall

be subject to adjustment as provided herein.

          Section  5.   COUNTERSIGNATURE  AND  REGISTRATION.   The Company's

President and Chief Executive Officer or any of its Executive or Senior Vice

Presidents  shall  execute  the  Right Certificates, either manually  or  by

facsimile signature, on behalf of  the  Company  and  the  Secretary  or  an

Assistant  Secretary  of  the  Company  shall  attest such execution, either

manually  or  by  facsimile  signature.   The Rights  Agent  shall  manually

countersign the Right Certificates.  No Right Certificate shall be valid for

any purpose unless countersigned.  In case  any  officer  of the Company who

executed  any of the Right Certificates ceases to hold the office  in  which

capacity he  executed  before  countersignature  by  the  Rights  Agent  and

issuance   and   delivery  by  the  Company,  such  Right  Certificates  may

nevertheless be countersigned  by  the Rights Agent and issued and delivered

by the Company with the same force and  effect  as  though  the  person  who

executed  such  Right Certificates continued to hold such office.  Any Right

Certificate may be  executed  on behalf of the Company by any person who, at

the date of such execution, is  authorized  hereunder  to execute such Right

Certificate, although as of the date of the execution hereof such person was

not so authorized.

          Following  the Distribution Date, the Rights Agent  will  keep  or

cause to be kept at its principal office books for registration and transfer

of the Right Certificates issued hereunder.  Such books shall show the names

and addresses of the respective holders of Right Certificates, the number of

Rights evidenced by each  Right  Certificate  and  the  date  of  each Right

Certificate.

          Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE  OF RIGHT

CERTIFICATES;  MUTILATED,  DESTROYED,  LOST  OR  STOLEN  RIGHT CERTIFICATES.

Subject to the provisions of Section 14 hereof, at any time  after the Close

of Business on the Distribution Date, and at or before the Close of Business

on  the  earlier  of the Redemption Date or the Final Expiration  Date,  any

Right Certificate (other  than  a Right Certificate representing Rights that

have become void pursuant to Section  11(a)(ii)  hereof  or  that  have been

exchanged  pursuant  to  Section  24  hereof)  may be transferred, split up,

combined or exchanged for another Right Certificate  or  Right Certificates,

entitling the registered holder to purchase a like number  of  Common Shares

as the Right Certificate surrendered entitled such holder to purchase.   Any

registered  holder  desiring  to transfer, split up, combine or exchange any

Right Certificate or Right Certificates  shall  deliver a written request to

the  Rights  Agent  and  shall  surrender  the  Right Certificate  or  Right

Certificates  to  be transferred, split up, combined  or  exchanged  at  the

principal office of  the  Rights  Agent.   Thereupon  the Rights Agent shall

countersign and deliver to the person entitled thereto  a  Right Certificate

or Right Certificates as so requested.  The Company may require payment of a

sum sufficient to cover any tax or governmental charge imposed in connection

with any transfer, split up, combination or exchange of Right Certificates.

          Upon  receipt  by  the  Company  and the Rights Agent of  evidence

reasonably  satisfactory  to  them  of  the  loss,   theft,  destruction  or

mutilation  of  a  Right  Certificate  and,  in  case  of  loss,   theft  or

destruction,  of indemnity or security reasonably satisfactory to them  and,

at the Company's  request,  of  reimbursement  to the Company and the Rights

Agent of all reasonable expenses incidental thereto,  and  upon surrender to

the Rights Agent and cancellation of the Right Certificate if mutilated, the

Company will make and deliver a new Right Certificate of like  tenor  to the

Rights  Agent  for  delivery  to  the registered holder in lieu of the lost,

stolen, destroyed or mutilated Right Certificate.

          Section 7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF

RIGHTS.

          (a)  The registered holder  of  any Right Certificate may exercise

the Rights evidenced thereby (except as otherwise  provided herein) in whole

or  in part at any time after the Distribution Date upon  surrender  of  the

Right Certificate, with the form of election to purchase on the reverse side

thereof  duly  executed,  to the Rights Agent at the principal office of the

Rights Agent, together with  payment  of  the Purchase Price for each Common

Share as to which the Rights are exercised,  at  or prior to the earliest of

(i) the Close of Business on February 4, 2008 (the "Final Expiration Date"),

(ii) the time at which the Rights are redeemed as  provided  in  Section  23

hereof  (the  "Redemption Date"), or (iii) the time at which such Rights are

exchanged as provided in Section 24 hereof.

          (b)  The purchase price for each Common Share purchasable pursuant

to the exercise  of a Right shall initially be Fifty Five and NO/100 Dollars

($55.00), subject  to adjustment from time to time as provided in Section 11

or 13 hereof (the "Purchase Price"), and shall be payable in lawful money of

the United States of America in accordance with paragraph (c) below.

          (c)   Upon receipt of a Right Certificate representing exercisable

Rights, with the form  of election to purchase duly executed, accompanied by

payment of the Purchase  Price  for the shares to be purchased and an amount

equal to any applicable transfer  tax  required  to be paid by the holder of

such  Right Certificate in accordance with Section  9  hereof  by  certified

check,  cashier's  check or money order payable to the order of the Company,

the Rights Agent shall  thereupon  promptly  (i)  (A)  requisition  from any

transfer  agent  of  the Common Shares certificates for the number of Common

Shares  to  be purchased  or  (B)  requisition  from  the  depositary  agent

depositary receipts  representing  such number of Common Shares as are to be

purchased (in which case certificates  for  the Common Shares represented by

such receipts shall be deposited by the transfer  agent  with the depositary

agent), (ii) when appropriate, requisition from the Company  the  amount  of

cash  to be paid in lieu of issuance of fractional shares in accordance with

Section  14  hereof,  (iii) after receipt of such certificates or depositary

receipts, cause the same  to  be  delivered  to  or  upon  the  order of the

registered  holder  of  such  Right Certificate, registered in such name  or

names as may be designated by such  holder  and (iv) when appropriate, after

receipt, deliver such cash to or upon the order  of the registered holder of

such  Right  Certificate.   The  Company hereby irrevocably  authorizes  and

directs its transfer agents and depository  agents  to  comply with requests

made hereunder.

          (d)    In  case  the  registered  holder of any Right  Certificate

exercises  less  than  all  the  Rights  evidenced   thereby,  a  new  Right

Certificate evidencing Rights equivalent to the Rights remaining unexercised

shall be issued by the Rights Agent to the registered  holder  of such Right

Certificate or to his duly authorized assigns, subject to the provisions  of

Section 14 hereof.

          (e)  The  Company  covenants  and  agrees that it will cause to be

reserved and kept available out of its authorized and unissued Common Shares

a number of Common Shares that will be sufficient  to permit the exercise in

full of all outstanding Rights in accordance with this Section 7.

          (f)  Notwithstanding anything in this Agreement  to  the contrary,

neither  the  Rights  Agent  nor the Company shall be obligated to take  any

action with respect to a registered  holder  upon  any purported exercise as

set  forth  in  this  Section  7  unless such registered holder  shall  have

provided such evidence of the identity  of  the  Beneficial Owner (or former

Beneficial Owner) or Affiliates or Associates thereof  as  the  Company  may

reasonably require.

          Section  8.   CANCELLATION  AND DESTRUCTION OF RIGHT CERTIFICATES.

All Right Certificates surrendered for  the  purpose  of exercise, transfer,

split up, combination or exchange shall, if surrendered to the Company or to

any of its agents, be delivered to the Rights Agent for  cancellation  or in

canceled form, or, if surrendered to the Rights Agent, shall be cancelled by

it,  and  no  Right  Certificates shall be issued in lieu thereof, except as

expressly permitted by  any  of  the  provisions of this Shareholders Rights

Agreement.  The Company shall deliver to  the  Rights Agent for cancellation

and  retirement, and the Rights Agent shall cancel  and  retire,  any  other

Right  Certificate  purchased or acquired by the Company otherwise than upon

the exercise thereof.   The  Rights  Agent shall deliver all cancelled Right

Certificates to the Company or shall, at the written request of the Company,

destroy cancelled Right Certificates,  and  in  such  case  shall  deliver a

certificate of destruction thereof to the Company.

          Section 9.  RESERVATION, AUTHORIZATION AND REGISTRATION.

          (a)  Following  the Shares Acquisition Date, the Company covenants

and agrees that it will cause  to  be reserved and kept available out of its

then authorized and unissued Common  Shares the number of Common Shares that

will be sufficient to permit the exercise in full of all outstanding Rights,

subject to the rights of the Company under Section 11(a)(iii) hereof.

          (b)   Following the Shares Acquisition  Date the Company covenants

and agrees that it will take all such action as may  be  necessary to ensure

that all Common Shares delivered upon exercise of Rights shall,  at the time

of  delivery of the certificates for such Common Shares (subject to  payment

of the  Purchase Price), be duly and validly authorized and issued and fully

paid and non-assessable shares.

          (c)    The Company shall use its best efforts to (i) file, as soon

as practicable following  the  earliest  date after the Distribution Date on

which the consideration to be delivered by  the Company upon exercise of the

Rights has been determined or as soon as is required  by  law  following the

Distribution  Date, as the case may be, a registration statement  under  the

Securities Act  of  1933,  as  amended  (the  "Act"),  with  respect  to the

securities  purchasable  upon exercise of the Rights on an appropriate form,

(ii) cause such registration  statement  to  become  effective  as  soon  as

practicable after the filing, and (iii) cause such registration statement to

remain effective (with a prospectus at all times meeting the requirements of

the  Act)  until  the  earlier of (A) the date as of which the Rights are no

longer exercisable for such  securities  and  (B) the Final Expiration Date.

The  Company will also use its best efforts to comply  with  the  securities

laws of  the  various  states  in  connection with the exercisability of the

Rights.  The Company may temporarily  suspend,  for  a period of time not to

exceed ninety (90) days after the date set forth in clause  (i) of the first

sentence of this Section 9(c), the exercisability of the Rights  in order to

prepare  and  file  such  registration  statements and permit them to become

effective.   Upon  any  suspension,  the  Company   shall   issue  a  public

announcement  stating  that  the  exercisability  of  the  Rights  has  been

temporarily suspended, as well as a public announcement at such time  as the

suspension  is  no  longer in effect.  Notwithstanding any provision of this

Agreement to the contrary,  the  Rights  shall  not  be  exercisable  in any

jurisdiction  unless  the  requisite  registration  or qualification in that

jurisdiction shall have been obtained.

          (d)  The Company further covenants and agrees  that  it  will  pay

when  due  and  payable  any  and  all  federal and state transfer taxes and

charges which may be payable in respect of  the  issuance or delivery of the

Right Certificates or of any Common Shares upon the exercise of Rights.  The

Company shall not, however, be required to pay any transfer tax which may be

payable in respect of any transfer or delivery of  Right  Certificates  to a

Person other than, or the issuance or delivery of certificates or depositary

receipts  for the Common Shares in a name other than that of, the registered

holder of the  Right  Certificate evidencing Rights surrendered for exercise

or to issue or to deliver  any  certificates  or depositary receipts for the

Common Shares upon the exercise of any Rights until  any such tax shall have

been  paid  (any  such  tax  being  payable  by  the  holder of  such  Right

Certificate  at the time of surrender) or until it has been  established  to

the Company's satisfaction that no such tax is due.

          Section 10.  COMMON SHARES RECORD DATE.  Each person in whose name

any certificate  for  Common  Shares  is  issued upon the exercise of Rights

shall for all purposes be deemed to have become  the holder of record of the

Common Shares represented thereby on, and such certificate shall be dated as

of,  the date upon which the Right Certificate evidencing  such  Rights  was

duly surrendered  and  payment  of  the  Purchase  Price (and any applicable

transfer  taxes)  was  made; provided, however, that if  the  date  of  such

surrender and payment is  a date upon which the Common Shares transfer books

of the Company are closed,  such  person  shall be deemed to have become the

record holder of such shares on, and such certificate  shall be dated as of,

the next succeeding Business Day on which the Common Shares  transfer  books

of  the  Company  are  open.   Before  the  exercise of the Rights evidenced

thereby, the holder of a Right Certificate shall  not  be  entitled  to  any

rights  of  a  holder  of  Common  Shares  for  which  the  Rights  shall be

exercisable,  including, without limitation, the right to vote or to receive

dividends or other  distributions  and  shall not be entitled to receive any

notice of any proceedings of the Company, except as provided herein.

          Section 11.  ADJUSTMENT OF PURCHASE  PRICE,  NUMBER  OF  SHARES OR

NUMBER  OF  RIGHTS.  The Purchase Price, the number of Common Shares covered

by each Right and the number of Rights outstanding are subject to adjustment

from time to time as provided in this Section 11.

          (a)    (i)  If  at  any  time after the date of this Agreement the

Company  (A) declares a dividend on the  Common  Shares  payable  in  Common

Shares, (B)  subdivides  the  outstanding  Common  Shares,  (C) combines the

outstanding  Common  Shares  into a smaller number of Common Shares  or  (D)

issues any shares of its capital  stock  in a reclassification of the Common

Shares (including any reclassification in connection with a consolidation or

merger  in which the Company is the continuing  or  surviving  corporation),

except as  otherwise  provided  in this Section 11(a), the Purchase Price in

effect at the time of the record  date for such dividend or of the effective

date of such subdivision, combination  or  reclassification,  and the number

and  kind  of  shares  of  capital  stock  issuable  on such date, shall  be

proportionately  adjusted  so that the holder of any Right  exercised  after

such time shall be entitled  to  receive  the  aggregate  number and kind of

shares of capital stock which, if such Right had been exercised  immediately

prior  to  such date and at a time when the Common Shares transfer books  of

the Company  were open, he would have owned upon such exercise and have been

entitled to receive  by virtue of such dividend, subdivision, combination or

reclassification.

          (ii)  Subject  to  Sections  23  and  24 of this Agreement, in the

event any Person becomes an Acquiring Person, each  holder  of a Right shall

from  the  Shares  Acquisition  Date have a right to receive, upon  exercise

thereof at a price equal to the then-current  Purchase  Price  multiplied by

the  number  of  Common  Shares  for  which a Right is then exercisable,  in

accordance with the terms of this Agreement, such number of Common Shares of

the Company as shall equal the result obtained  by  (x) multiplying the then

current Purchase Price by the number of Common Shares  for  which a Right is

then  exercisable and dividing that product by (y) 50% of the  then  current

per share  market  price of the Company's Common Shares (determined pursuant

to Section 11(d) hereof)  on  the  date of the occurrence of such event.  In

the event that any Person becomes an  Acquiring  Person while the Rights are

outstanding,  the  Company  shall take no action which  would  eliminate  or

diminish the benefits intended  to be afforded by the Rights, provided that,

the Company's exercise of its power to redeem the Rights pursuant to Section

23  hereof  or  of any other right or  power  specifically  reserved  to  it

hereunder shall not be deemed an elimination or diminution of such benefits.

          On and  after  the Shares Acquisition Date, any Rights that are or

were  acquired  or beneficially  owned  by  any  Acquiring  Person  (or  any

Associate or Affiliate  of  such  Acquiring  Person)  shall be void, and any

holder of such Rights shall thereafter have no right to exercise such Rights

under any provision of this Agreement.  No Right Certificate shall be issued

pursuant  to  Section  3  that represents Rights beneficially  owned  by  an

Acquiring Person whose Rights  would  be  void  pursuant  to  the  preceding

sentence  or  by  any  Associate  or Affiliate thereof; no Right Certificate

shall be issued at any time upon the  transfer of any Rights to an Acquiring

Person whose Rights would be void pursuant  to  the preceding sentence or to

any  Associate  or  Affiliate thereof or to any nominee  of  such  Acquiring

Person, Associate or  Affiliate;  and any Right Certificate delivered to the

Rights Agent for transfer to an Acquiring  Person whose Rights would be void

pursuant to the preceding sentence shall be canceled.

          (iii)Notwithstanding anything in this  Agreement  to the contrary,

the  number  of  Common  Shares required to be issued upon exercise  of  the

Rights pursuant to subparagraph  (ii) of this Section 11(a) shall not exceed

the total number of authorized but  unissued  Common Shares as of the Record

Date;  provided  that, if at any time before the  end  of  the  Substitution

Period, as hereinafter  defined, the total number of authorized but unissued

Common Shares becomes greater  than  the  number of such Common Shares as of

the Record Date, this Agreement may be amended  pursuant  to  Section  27 to

increase  the  number  of Common Shares issuable upon exercise of the Rights

under subparagraph (ii) of this Section 11(a).  In the event that the number

of Common Shares which are  authorized  by  the  Company's  charter  but not

outstanding  or  reserved for issuance for purposes other than upon exercise

of the Rights is not sufficient to permit the exercise in full of the Rights

in accordance with  the  foregoing  subparagraph  (ii) of this Section 11(a)

(without regard to any adjustment in the number of  Common  Shares  issuable

upon  such  exercise  which  is  required  by  the  first  sentence  of this

subparagraph (iii)), the Company shall: (A) determine the excess of (x)  the

value of the unavailable Common Shares issuable upon the exercise of a Right

over  (y)  the  Purchase  Price applicable to such unavailable Common Shares

(such excess, the "Spread"),  and  (B) make adequate provision to substitute

for such unavailable Common Shares,  upon payment of the applicable Purchase

Price,  (1) cash, (2) other equity securities  of  the  Company  (including,

without limitation, shares, or units of shares, of preferred stock which the

Board of  Directors  of  the  Company  has  deemed to have the same value as

Common Shares (such shares of preferred stock,  "common share equivalents"),

(3) debt securities of the Company, (4) other assets, or (5) any combination

of the foregoing, having an aggregate value equal  to the Spread, where such

aggregate value has been determined by the Board of Directors of the Company

based  upon  the advice of a nationally recognized investment  banking  firm

selected by the  Board  of  Directors  of  the  Company (any of (1)-(5), the

"Substitute Consideration"); provided, however, if  the  Company  shall  not

have  made  adequate provision to deliver value pursuant to clause (B) above

within thirty  days  following the Shares Acquisition Date, then the Company

shall be obligated to  deliver,  upon  the surrender for exercise of a Right

and payment of the Purchase Price, Common  Shares  (to the extent available)

and  then, if necessary, cash, in an amount equal to  the  Spread.   If  the

Board  of  Directors  determines  in  good  faith  that  it  is  likely that

sufficient  additional  Common Shares could be authorized for issuance  upon

full exercise of the Rights,  the  thirty-day  period set forth above may be

extended for not more than ninety additional days  during  which the Company

may  seek  shareholder  approval  for  the authorization of such  additional

Common  Shares  (such  thirty-day  period,  as   it  may  be  extended,  the

"Substitution Period").  If Substitute Consideration  is paid on exercise of

the  Rights,  all  outstanding  Rights  shall  receive  the same  Substitute

Consideration.  The Board of Directors may suspend the exercisability of the

Rights until the expiration of the Substitution Period.  In the event of any

such suspension, the Company shall issue a public announcement  stating that

the exercisability of the Rights has been temporarily suspended,  as well as

a public announcement at such time as the suspension is no longer in effect.

For  purposes  of  this  Section  11(a)(iii), the value of the Common Shares

shall  be the current per share market  price  (as  determined  pursuant  to

Section  11(d)  hereof)  of the Common Shares on the Shares Acquisition Date

and the value of any "common  share  equivalent" shall be deemed to have the

same value as a Common Share on such date.

          (b)   If the Company fixes a  record  date  for  the  issuance  of

rights,  options  or warrants to all holders of Common Shares entitling them

(for a period expiring  within  45  calendar days after such record date) to

subscribe for or purchase Common Shares  (or  shares having the same rights,

privileges  and preferences as the Common Shares  ("equivalent  shares")  or

securities convertible  into  Common  Shares or equivalent shares at a price

per  Common Share or equivalent share (or  having  a  conversion  price  per

share,  if  a  security convertible into Common Shares or equivalent shares)

less than the then  current  per share market price of the Common Shares (as

defined in Section 11(d)) on such  record  date, the Purchase Price to be in

effect  after  such  record  date  shall be determined  by  multiplying  the

Purchase Price in effect immediately  before such record date by a fraction,

the numerator of which shall be the number  of  Common Shares outstanding on

such  record  date  plus  the number of Common Shares  which  the  aggregate

offering price of the total number of Common Shares and/or equivalent shares

so to be offered (and/or the  aggregate  initial  conversion  price  of  the

convertible  securities  so  to  be  offered) would purchase at such current

market price and the denominator of which  shall  be  the  number  of Common

Shares outstanding on such record date plus the number of additional  Common

Shares  and/or  equivalent shares to be offered for subscription or purchase

(or into which the  convertible  securities  so  to be offered are initially

convertible).  If such subscription price may be paid in part or in whole in

a consideration other than cash, the value of such consideration shall be as

determined in good faith by the Board of Directors  of  the  Company,  whose

determination shall be described in a statement filed with the Rights Agent.

Such  adjustment  shall  be made successively whenever such a record date is

fixed; and in the event that  such  rights,  options  or warrants are not so

issued, the Purchase Price shall be adjusted to be the  Purchase Price which

would then be in effect if such record date had not been fixed.

          (c)   If the Company fixes a record date for a distribution to all

holders of the Common Shares (including any distribution  made in connection

with  a  consolidation or merger in which the Company is the  continuing  or

surviving  corporation) of evidences of indebtedness or assets (other than a

regular quarterly  cash  dividend or a dividend payable in Common Shares) or

subscription rights or warrants  (excluding  those  referred  to  in Section

11(b)  hereof),  the  Purchase Price to be in effect after such record  date

shall be determined by  multiplying the Purchase Price in effect immediately

prior to such record date by a fraction, the numerator of which shall be the

then current per share market  price  of  the  Common  Shares on such record

date, less the fair market value (as determined in good  faith  by the Board

of  Directors  of the Company, whose determination shall be described  in  a

statement filed  with  the  Rights  Agent)  of  the portion of the assets or

evidences  of  indebtedness  so to be distributed or  of  such  subscription

rights or warrants applicable  to  one  Common  Share and the denominator of

which shall be such current per share market price  of  the  Common  Shares.

Such  adjustments shall be made successively whenever such a record date  is

fixed;  and  if  such  distribution is not so made, the Purchase Price shall

again be adjusted to be  the Purchase Price which would be in effect if such

record date had not been fixed.

          (d)    (i) For the  purpose  of  any  computation  hereunder,  the

"current per share  market  price"  of  any  security (a "Security") for the

purpose of this Section 11(d)(i)) on any date  shall  be  deemed  to  be the

average of the daily closing prices per share of the Security for the thirty

(30)  consecutive  Trading  Days (as hereinafter defined) immediately before

such date; provided, however,  that if the current per share market price of

the Security is determined during a period following the announcement by the

issuer of such Security of (A) a  dividend  or  other  distribution  on such

Security  payable in shares of such Security or securities convertible  into

such shares, or (B) any subdivision, combination or reclassification of such

Security and  before  the  expiration  of thirty (30) Trading Days after the

ex-dividend date for such dividend or distribution  or  the  record date for

such  subdivision, combination or reclassification, then, and in  each  such

case, the  current per share market price shall be appropriately adjusted to

take into account ex-dividend trading.  The closing price for each day shall

be the last sale price, regular way, or, in case no such sale takes place on

such day, the  average  of the closing bid and asked prices, regular way, in

either case as reported in  the principal consolidated transaction reporting

system with respect to securities  listed  or admitted to trading on the New

York Stock Exchange or, if the Security is not listed or admitted to trading

on the New York Stock Exchange, as reported  in  the  principal consolidated

transaction  reporting  system  with  respect to securities  listed  on  the

principal national securities exchange  on  which  the Security is listed or

admitted to trading or, if the Security is not listed or admitted to trading

on any national securities exchange, the last quoted  price  or,  if  not so

quoted,   the  average  of  the  high  bid  and  low  asked  prices  in  the

over-the-counter   market,  as  reported  by  the  National  Association  of

Securities Dealers,  Inc.  Automated  Quotations  System  ("NASDAQ") or such

other system then in use, or, if on any such date the Security is not quoted

by any such organization, the average of the closing bid and asked prices as

furnished  by  a professional market maker making a market in  the  Security

selected by the  Board  of Directors of the Company.  The term "Trading Day"

shall mean a day on which  the  principal  national  securities  exchange on

which  the  security  is  listed  or  admitted  to  trading  is open for the

transaction  of  business  or, if the Security is not listed or admitted  to

trading on any national securities exchange, a Business Day.

          (ii) For the purpose  of  any  computation hereunder, the "current

per  share  market  price"  of  the Common Shares  shall  be  determined  in

accordance with the method set forth  in  Section  11(d)(i).   If the Common

Shares  are  not publicly held or so listed or traded,  "current  per  share

market price"  shall  mean  the  fair  value per share as determined in good

faith by the Board of Directors of the Company, whose determination shall be

described in a statement filed with the Rights Agent.

          (e)  No adjustment in the Purchase  Price shall be required unless

such adjustment would require an increase or decrease  of at least 1% in the

Purchase Price; provided, however, that any adjustments  which  by reason of

this Section 11(e) are not required to be made shall be carried forward  and

taken  into  account  in  any subsequent adjustment.  All calculations under

this Section 11 shall be made  to  the  nearest  cent  or to the nearest one

one-millionth  of a Common Share or of any other share or  security  as  the

case may be.  Notwithstanding  the first sentence of this Section 11(e), any

adjustment required by this Section  11  shall  be  made  no  later than the

earlier  of (i) three years from the date of the transaction which  requires

such adjustment  or (ii) the date of the expiration of the right to exercise

any Rights.

          (f)  If  as result of an adjustment made pursuant to Section 11(a)

hereof, the holder of  any  Right  thereafter  exercised becomes entitled to

receive any shares of capital stock of the Company other than Common Shares,

thereafter the number of such other shares so receivable  upon  exercise  of

any  Right  shall be subject to adjustment from time to time in a manner and

on terms as nearly  as practicable equivalent to the provisions with respect

to the Common Shares  contained in Section 11(a) through (c), inclusive, and

the provisions of Sections 7, 9, 10 and 13 with respect to the Common Shares

shall apply on like terms to any such other shares.

          (g)  All  Rights  originally  issued  by  the  Company  after  any

adjustment made to the  Purchase Price hereunder shall evidence the right to

purchase, at the adjusted  Purchase  Price,  the  number  of  Common  Shares

purchasable  from  time  to  time hereunder upon exercise of the Rights, all

subject to further adjustment as provided herein.

          (h)  Unless the Company  has exercised its election as provided in

Section 11(i), upon each adjustment of the Purchase Price as a result of the

calculations  made  in  Sections  11(b)  and  (c),  each  Right  outstanding

immediately prior to the making of such adjustment shall thereafter evidence

the right to purchase, at the adjusted Purchase Price, that number of Common

Shares (calculated to the nearest one-millionth  of a Common Share) obtained

by  (i)  multiplying  (x) the number of Common Shares  covered  by  a  Right

immediately before this  adjustment  by  (y)  the  Purchase  Price in effect

immediately  before such adjustment of the Purchase Price and (ii)  dividing

the product so  obtained  by  the Purchase Price in effect immediately after

such adjustment of the Purchase Price.

          (i)  The Company may  elect on or after the date of any adjustment

of the Purchase Price to adjust the  number  of  Rights, in substitution for

any adjustment in the number of Common Shares purchasable  upon the exercise

of  a  Right.  Each of the Rights outstanding after such adjustment  of  the

number of  Rights  shall  be exercisable for the number of Common Shares for

which a Right was exercisable  immediately  before  such  adjustment.   Each

Right  held  of  record before such adjustment of the number of Rights shall

become that number  of Rights (calculated to the nearest one ten thousandth)

obtained  by dividing  the  Purchase  Price  in  effect  immediately  before

adjustment of the Purchase Price by the Purchase Price in effect immediately

after adjustment  of  the  Purchase  Price.  The Company shall make a public

announcement of its election to adjust  the number of Rights, indicating the

record date for the adjustment, and, if known at the time, the amount of the

adjustment to be made.  This record date  may  be  the  date  on  which  the

Purchase  Price  is  adjusted  or  any  day  thereafter,  but,  if the Right

Certificates have been issued, it shall be at least ten (10) days later than

the  date  of  the  public  announcement.   If Right Certificates have  been

issued,  upon  each  adjustment of the number of  Rights  pursuant  to  this

Section 11(i), the Company  shall,  as  promptly as practicable, cause to be

distributed to holders of record of Right  Certificates  on such record date

Right Certificates evidencing, subject to Section 14 hereof,  the additional

Rights  to  which  such holders are entitled as a result of such adjustment,

or, at the option of  the  Company,  shall  cause  to be distributed to such

holders of record in substitution and replacement for the Right Certificates

held  by such holders prior to the date of adjustment,  and  upon  surrender

thereof,  if  required by the Company, new Right Certificates evidencing all

the Rights to which  such holders are entitled after such adjustment.  Right

Certificates  so  to  be   distributed   shall   be   issued,  executed  and

countersigned in the manner provided for herein and shall  be  registered in

the names of the holders of record of Right Certificates on the  record date

specified in the public announcement.

          (j)  Regardless of any adjustment or change in the Purchase  Price

or the number of Common Shares issuable upon the exercise of the Rights, the

Right Certificates theretofore and thereafter issued may continue to express

the  Purchase Price and the number of Common Shares which were expressed  in

the initial Right Certificates issued hereunder.

          (k)  In  any  case  in which this Section 11 shall require that an

adjustment in the Purchase Price be made effective as of a record date for a

specified event, the Company may elect to defer until the occurrence of such

event the issuance to the holder  of  any  Right exercised after such record

date  of the Common Shares and other capital  stock  or  securities  of  the

Company,  if  any,  issuable  upon  such  exercise over and above the Common

Shares  and  other  capital stock or securities  of  the  Company,  if  any,

issuable upon such exercise  on  the  basis  of the Purchase Price in effect

prior to such adjustment; provided, however, that  the Company shall deliver

to  such holder a due bill or other appropriate instrument  evidencing  such

holder's  right to receive such additional shares upon the occurrence of the

event requiring such adjustment.

          (l)  Anything  in this Section 11 to the contrary notwithstanding,

the Company shall be entitled to make such reductions in the Purchase Price,

in addition to those adjustments  expressly  required by this Section 11, as

and  to  the extent that it in its sole discretion  shall  determine  to  be

advisable  in  order  that  any  consolidation  or subdivision of the Common

Shares,  issuance  wholly for cash of any Common Shares  at  less  than  the

current  market  price,  issuance  wholly  for  cash  of  Common  Shares  or

securities which by  their  terms  are  convertible into or exchangeable for

Common  Shares,  dividends on Common Shares  payable  in  Common  Shares  or

issuance of rights,  options  or warrants referred to hereinabove in Section

11(b), hereafter made by the Company  to  holders of its Common Shares shall

not be taxable to such stockholders.

          (m)  If at any time between the date  of  this  Agreement  and the

Distribution  Date,  the  Company  (i)  declares or pays any dividend on the

Common  Shares  payable  in Common Shares or  (ii)  effects  a  subdivision,

combination or consolidation  of  the  Common Shares (by reclassification or

otherwise than by payment of dividends in  Common  Shares) into a greater or

lesser  number  of  Common  Shares,  then (A) the number  of  Common  Shares

purchasable after such event upon proper  exercise  of  each  Right shall be

determined  by  multiplying  the  number  of  Common  Shares  so purchasable

immediately before such event by a fraction, the numerator of which  is  the

number  of  Common  Shares outstanding immediately before such event and the

denominator of which  is the number of Common Shares outstanding immediately

after such event, and (B)  each  Common  Share outstanding immediately after

such event shall have issued with respect  to it that number of Rights which

each Common Share outstanding immediately before  such event had issued with

respect to it.  The adjustments provided for in this  Section 11(m) shall be

made successively whenever such a dividend is declared  or, if not declared,

paid, or such a subdivision, combination or consolidation is effected.

          (n)  The Company covenants and agrees that it shall  not,  at  any

time  after  the  Distribution  Date, (i) consolidate with any other Person,

(ii) merge with or into any other  Person  or  (iii)  sell  or  transfer (or

permit any Subsidiary to sell or transfer), in one transaction or  a  series

of  related  transactions  outside  the  ordinary  course  of  the Company's

business, assets or earning power aggregating more than 50% of the assets or

earning power of the Company and its Subsidiaries (taken as a whole)  to any

other  Person  or  Persons,  if  at  the  time  of or immediately after such

consolidation,  merger  or  sale  there are any rights,  warrants  or  other

instruments or securities outstanding  or  agreements  in effect which would

substantially diminish or otherwise eliminate the benefits  intended  to  be

afforded by the Rights.

          Section  12.   CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF

SHARES.  Whenever an adjustment  is  made  as  provided  in Section 11 or 13

hereof, the Company shall promptly (a) prepare a certificate  setting  forth

such  adjustment,  and  a  brief  statement of the facts accounting for such

adjustment, (b) file with the Rights  Agent and with each transfer agent for

the Common Shares a copy of such certificate  and  (c)  mail a brief summary

thereof to each holder of a Right Certificate in accordance  with Section 25

hereof.

          Section 13.  CONSOLIDATION, MERGER OR SALE OR TRANSFER  OF  ASSETS

OR  EARNING POWER.  If, directly or indirectly, (a) the Company consolidates

with, or merges with and into, any other Person, (b) any Person consolidates

with  or  merges with and into the Company and the Company is the continuing

or surviving corporation of such merger and, in connection with such merger,

all or part  of the Common Shares are changed into or exchanged for stock or

other securities  of  any other Person (or the Company) or cash or any other

property or engages in  a  share  exchange  with the Company in which all or

part of the Common Shares are changed into or  exchanged  for stock or other

securities  of  any  other  Person  or  (c)  the Company sells or  otherwise

transfers (or one or more of its Subsidiaries sells or otherwise transfers),

in one or more transactions, assets or earning power aggregating 50% or more

of the assets or earning power of the Company and its Subsidiaries (taken as

a  whole)  to  any Person other than the Company  or  one  or  more  of  its

wholly-owned Subsidiaries,  then,  and  in  each such case, proper provision

shall  be  made  so  that (i) each holder of a Right  (except  as  otherwise

provided herein) shall  thereafter  have  the  right  to  receive,  upon the

exercise  thereof  at  a  price  equal  to  the  then current Purchase Price

multiplied  by  the  number  of  Common Shares for which  a  Right  is  then

exercisable, in accordance with the  terms  of this Agreement and in lieu of

Common Shares, such number of Common Shares of  such other Person (including

the Company as successor thereto or as the surviving  corporation)  free and

clear  of  any liens, encumbrances, rights of first refusal or other adverse

claims, as shall  equal  the  result  obtained  by  (A) multiplying the then

current Purchase Price by the number of Common Shares  for  which a Right is

then  exercisable and dividing that product by (B) 50% of the  then  current

per share market price of the Common Shares of such other Person (determined

pursuant  to  Section  11(d)  hereof)  on  the  date of consummation of such

consolidation,  merger, sale or transfer; (ii) the  issuer  of  such  Common

Shares shall thereafter  be  liable for, and shall assume, by virtue of such

consolidation, merger, sale or  transfer,  all the obligations and duties of

the Company under this Agreement; (iii) the  term "Company" shall thereafter

be  deemed to refer to such issuer; and (iv) such  issuer  shall  take  such

steps (including, but not limited to, the reservation of a sufficient number

of its Common Shares in accordance with Section 9 hereof) in connection with

such  consummation  to assure that the provisions hereof shall thereafter be

applicable, as nearly as reasonably may be, in relation to the Common Shares

thereafter deliverable  upon  the exercise of the Rights.  The Company shall

not consummate any such consolidation,  merger,  sale  or transfer until the

Company and such issuer have executed and delivered to the  Rights  Agent  a

supplemental  agreement  so providing.  The Company shall not enter into any

transaction of the kind referred  to  in  this  Section 13 if at the time of

such transaction there are any rights, warrants,  instruments  or securities

outstanding  or  any  agreements or arrangements which, as a result  of  the

consummation of such transaction,  would eliminate or substantially diminish

the benefits intended to be afforded  by the Rights.  The provisions of this

Section 13 shall similarly apply to successive  mergers or consolidations or

sales or other transfers.

          Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a)  The  Company  shall not be required  to  issue  fractions  of

Rights or to distribute Right Certificates which evidence fractional Rights.

In lieu of such fractional Rights,  the  Company shall pay to the registered

holders  of  the Right Certificates with regard  to  which  such  fractional

Rights would otherwise  be  issuable,  an  amount  in cash equal to the same

fraction of the current market value of a whole Right.  For purposes of this

Section  14(a),  the  current  market value of a whole Right  shall  be  the

closing price of the Rights for  the Trading Day immediately before the date

on which such fractional Rights would  otherwise  have  been  issuable.  The

closing price for any day shall be the last sale price, regular  way, or, in

case  no  such sale takes place on such day, the average of the closing  bid

and asked prices,  regular  way, in either case as reported in the principal

consolidated transaction reporting  system with respect to securities listed

or admitted to trading on the New York  Stock Exchange or, if the Rights are

not  listed  or  admitted to trading on the  New  York  Stock  Exchange,  as

reported in the principal  consolidated  transaction  reporting  system with

respect  to securities listed on the principal national securities  exchange

on which the  Rights are listed or admitted to trading or, if the Rights are

not listed or admitted  to  trading on any national securities exchange, the

last quoted price or, if not  so quoted, the average of the high bid and low

asked prices in the over-the-counter  market,  as reported by NASDAQ or such

other system then in use or, if on any such date  the  Rights are not quoted

by any such organization, the average of the closing bid and asked prices as

furnished  by  a  professional market maker making a market  in  the  Rights

selected by the Board  of  Directors of the Company.  If on any such date no

such market maker is making  a  market  in the Rights, the fair value of the

Rights on such date as determined in good faith by the Board of Directors of

the Company shall be used.

          (b)   The Company shall not be  required  to  issue  fractions  of

Common  Shares  upon  exercise  of  the Rights or to distribute certificates

which evidence fractional Common Shares.   If  the  Company  elects to issue

fractions  of  Common  Shares  such  fractions may, at the election  of  the

Company, be evidenced by depositary receipts,  pursuant  to  an  appropriate

agreement  between  the  Company  and a depositary selected by it; provided,

that  such  agreement shall provide that  the  holders  of  such  depositary

receipts have  all  the rights, privileges and preferences to which they are

entitled as beneficial  owners  of  the  Common  Shares  represented by such

depositary receipts.  In lieu of fractional Common Shares, the Company shall

pay to the registered holders of Right Certificates at the  time such Rights

are  exercised  as  herein  provided  an  amount  in cash equal to the  same

fraction of the current market value of one Common  Share.   For purposes of

this Section 14(b), the current market value of a Common Share  shall be the

closing  price  of  a  Common  Share  (as  determined pursuant to the second

sentence of Section 11(d)(i) hereof) for the  Trading Day immediately before

the date of such exercise.

          (c)  The  holder  of  a  Right  by  the acceptance  of  the  Right

expressly  waives  his  right  to  receive  any  fractional  Rights  or  any

fractional shares upon exercise of a Right (except as provided above).

          Section 15.  RIGHTS OF ACTION.  All rights of action in respect of

this Agreement, excepting the rights of action given  to  the  Rights  Agent

under Section 18 hereof, are vested in the respective registered holders  of

the  Right Certificates (and, prior to the Distribution Date, the registered

holders  of  the  Common  Shares);  and  any  registered holder of any Right

Certificate  (or, prior to the Distribution Date,  of  the  Common  Shares),

without the consent  of the Rights Agent or of the holder of any other Right

Certificate (or, prior to the Distribution Date, of the Common Shares), may,

in his own behalf and  for  his  own benefit, enforce, and may institute and

maintain any suit, action or proceeding  against  the Company to enforce, or

otherwise act in respect of, his right to exercise  the  Rights evidenced by

such Right Certificate in the manner provided in such Right  Certificate and

in this Agreement.  Without limiting the foregoing or any remedies available

to the holders of Rights, it is specifically acknowledged that  the  holders

of  Rights  would  not have an adequate remedy at law for any breach of this

Agreement and will be  entitled  to  specific performance of the obligations

under, and injunctive relief against actual  or threatened violations of the

obligations of any Person subject to, this Agreement.

          Section 16.  AGREEMENT OF RIGHT HOLDERS.  Every holder of a Right,

by accepting the same, consents and agrees with  the  Company and the Rights

Agent and with every other holder of a Right that:

          (a)    before the Distribution Date, the Rights  are  transferable

only in connection with the transfer of the Common Shares;

          (b)   after  the  Distribution  Date,  the  Right Certificates are

transferable only on the registry books of the Rights Agent  if  surrendered

at the principal office of the Rights Agent, duly endorsed or accompanied by

a proper instrument of transfer;

          (c)    the  Company  and  the Rights Agent may deem and treat  the

person  in whose name the Right Certificate  (or,  before  the  Distribution

Date, the  associated  Common  Shares  certificate)  is  registered  as  the

absolute  owner thereof and of the Rights evidenced thereby (notwithstanding

any notations  of  ownership  or  writing  on  the Right Certificates or the

associated Common Shares certificate made by anyone  other  than the Company

or  the Rights Agent) for all purposes whatsoever, and neither  the  Company

nor the Rights Agent shall be affected by any notice to the contrary; and

          (d)    notwithstanding anything in this Agreement to the contrary,

neither the Company  nor  the  Rights  Agent shall have any liability to any

Person  as  a  result of its inability to perform  any  of  its  obligations

hereunder by reason  of any preliminary or permanent injunction or any other

order,  decree  or  ruling   of   a   court  of  competent  jurisdiction,  a

governmental, regulatory or administrative  agency  or  commission,  or  any

statute,  rule,  regulation or executive order promulgated or enacted by any

governmental authority,  prohibiting or otherwise restraining performance of

such obligation; provided,  however,  that  the Company must take reasonable

measures  to  have  any  such order, decree or ruling  lifted  or  otherwise

reversed.

          Section 17.  RIGHT  CERTIFICATE  HOLDER  NOT DEEMED A SHAREHOLDER.

No  holder,  as such, of any Right Certificate shall be  entitled  to  vote,

receive dividends  or  be  deemed  for  any purpose the holder of the Common

Shares or any other securities of the Company  which  may  at  any  time  be

issuable  on  the  exercise  of  the  Rights  represented thereby, nor shall

anything contained herein or in any Right Certificate be construed to confer

upon the holder of any Right Certificate, as such,  any  of  the rights of a

stockholder  of  the  Company  or  any  right  to  vote for the election  of

directors  or  upon  any  matter submitted to stockholders  at  any  meeting

thereof, or to give or withhold  consent  to  any  corporate  action,  or to

receive  notice  of meetings or other actions affecting stockholders (except

as provided in Section  25  hereof), or to receive dividends or subscription

rights, or otherwise, until the  Right  or  Rights  evidenced  by such Right

Certificate  shall  have  been  exercised  in accordance with the provisions

hereof.

          Section 18.  CONCERNING THE RIGHTS  AGENT.   The Company agrees to

pay to the Rights Agent reasonable compensation for all services rendered by

it  hereunder  and,  from time to time, on demand of the Rights  Agent,  its

reasonable expenses and counsel fees and other disbursements incurred in the

administration  and  execution  of  this  Agreement  and  the  exercise  and

performance of its duties  hereunder.   The Company also agrees to indemnify

the Rights Agent, and its officers, agents  and  directors, for, and to hold

them  harmless  against,  any loss, liability, or expense  incurred  without

gross negligence, bad faith  or willful misconduct on the part of the Rights

Agent, for anything done or omitted  by the Rights Agent or such indemnified

Persons  in  connection  with  the acceptance  and  administration  of  this

Agreement, including the costs and  expenses  of defending against any claim

of liability in the premises.

          The Rights Agent shall be protected by the Company and shall incur

no liability for or in respect of any action taken,  suffered  or omitted by

it in connection with its administration of this Agreement in reliance  upon

any  Right  Certificate  or  certificate  for the Common Shares or for other

securities of the Company, instrument of assignment  or  transfer,  power of

attorney,   endorsement,  affidavit,  letter,  notice,  direction,  consent,

certificate,  statement  or  other  paper  or  document believed by it to be

genuine  and  to  be  signed,  executed  and, where necessary,  verified  or

acknowledged, by the proper person or persons,  or otherwise upon the advice

of counsel as set forth in Section 20 hereof.

          Section 19.  MERGER OR CONSOLIDATION OR  CHANGE  OF NAME OF RIGHTS

AGENT.  Any corporation into which the Rights Agent or any successor  Rights

Agent  may be merged or with which it may be consolidated or any corporation

resulting  from any merger or consolidation to which the Rights Agent or any

successor Rights Agent shall be a party or any corporation succeeding to the

stock transfer  or  corporate  trust  powers  of  the  Rights  Agent  or any

successor Rights Agent shall be the successor to the Rights Agent under this

Agreement without the execution or filing of any paper or any further act on

the  part  of any of the parties hereto provided that such corporation would

be eligible for appointment as a successor Rights Agent under the provisions

of Section 21 hereof.  In case at the time such successor Rights Agent shall

succeed  to  the  agency  created  by  this  Agreement,  any  of  the  Right

Certificates shall  have  been  countersigned  but  not  delivered, any such

successor  Rights  Agent  may adopt the countersignature of the  predecessor

Rights Agent and deliver such  Right  Certificates  so countersigned; and in

case  at  that  time  any  of  the Right Certificates shall  not  have  been

countersigned,  any  successor  Rights  Agent  may  countersign  such  Right

Certificates either in the name of  the  predecessor  Rights Agent or in the

name  of  the  successor  Rights  Agent;  and in all such cases  such  Right

Certificates shall have the full force provided  in  the  Right Certificates

and in this Agreement.

          In case at any time the name of the Rights Agent  shall be changed

and at such time any of the Right Certificates shall have been countersigned

but not delivered, the Rights Agent may adopt the countersignature under its

prior name and deliver Right Certificates so countersigned; and  in  case at

that  time  any of the Right Certificates shall not have been countersigned,

the Rights Agent may countersign such Right Certificates either in its prior

name or in its  changed  name; and in all such cases such Right Certificates

shall have the full force  provided  in  the  Right Certificates and in this

Agreement.

          Section 20.  DUTIES OF RIGHTS AGENT.   The Rights Agent undertakes

the  duties  and obligations imposed by this Agreement  upon  the  following

terms and conditions,  by  all of which the Company and the holders of Right

Certificates, by their acceptance thereof, shall be bound:

          (a)  The Rights Agent  may  consult with legal counsel (who may be

legal counsel for the Company), and the  opinion  of  such  counsel shall be

full and complete authorization and protection to the Rights Agent as to any

action  taken  or  omitted by it in good faith and in accordance  with  such

opinion.

          (b)  Whenever   in  the  performance  of  its  duties  under  this

Agreement the Rights Agent  shall  deem  it  necessary or desirable that any

fact or matter be proved or established by the  Company  prior  to taking or

suffering  any action hereunder, such fact or matter (unless other  evidence

in respect thereof  be  herein  specifically prescribed) may be deemed to be

conclusively proved and established  by  a  certificate signed by any one of

the  President and Chief Executive Officer, any  Executive  or  Senior  Vice

President,  the  Treasurer  or the Secretary of the Company and delivered to

the Rights Agent; and such certificate  shall  be  full authorization to the

Rights Agent for any action taken or suffered in good  faith by it under the

provisions of this Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder to the Company and

any  other Person only for its own gross negligence, bad  faith  or  willful

misconduct.

          (d)   The Rights Agent shall not be liable for or by reason of any

of the  statements of fact or recitals contained in this Agreement or in the

Right Certificates  (except  its countersignature thereof) or be required to

verify the same, but all such  statements  and  recitals  are  and  shall be

deemed to have been made by the Company only.

          (e)  The  Rights  Agent  shall not be under any responsibility  in

respect of the validity of this Agreement  or  the  execution  and  delivery

hereof  (except  the due execution hereof by the Rights Agent) or in respect

of  the  validity  or   execution  of  any  Right  Certificate  (except  its

countersignature thereof); nor shall it be responsible for any breach by the

Company of any covenant or  condition  contained in this Agreement or in any

Right  Certificate;  nor  shall it be responsible  for  any  change  in  the

exercisability of the Rights  (including  the Rights' becoming void pursuant

to Section 11(a)(ii) hereof) or any adjustment  in  the  terms of the Rights

(including the manner, method or amount thereof) provided  for in Section 3,

11, 13, 23 or 24, or the ascertaining of the existence of facts  that  would

require  any  such change or adjustment (except with respect to the exercise

of Rights evidenced  by  Right  Certificates  after  actual notice that such

change  or  adjustment  is required); nor shall it by an  act  hereunder  be

deemed to make any representation  or  warranty  as  to the authorization or

reservation of any Common Shares to be issued pursuant  to this Agreement or

any Right Certificate or as to whether any Common Shares  will, when issued,

be validly authorized and issued, fully paid and nonassessable.

          (f)  The Company agrees that it will perform, execute, acknowledge

and deliver or cause to be performed, executed, acknowledged  and  delivered

all  such  further  and  other  acts,  instruments  and  assurances  as  may

reasonably  be  required  by  the  Rights  Agent  for  the  carrying  out or

performing by the Rights Agent of the provisions of this Agreement.

          (g)   The Rights Agent is hereby authorized and directed to accept

instructions  with  respect  to the performance of its duties hereunder from

any  one of the President and Chief  Executive  Officer,  any  Executive  or

Senior Vice President, the Secretary or the Treasurer of the Company, and to

apply  to  such  officers  for advice or instructions in connection with its

duties, and it shall not be liable for any action taken or suffered by it in

good faith in accordance with  instructions  of  any such officer or for any

delay in acting while waiting for those instructions.

          (h)  The Rights Agent and any stockholder,  director,  officer  or

employee  of  the Rights Agent may buy, sell or deal in any of the Rights or

other securities  of  the  Company  or  become pecuniarily interested in any

transaction in which the Company may be interested, or contract with or lend

money to the Company or otherwise act as  fully and freely as though it were

not Rights Agent under this Agreement.

          (i)  The Rights Agent may execute  and  exercise any of the rights

or powers hereby vested in it or perform any duty hereunder either itself or

by or through its attorneys or agents, and the Rights  Agent  shall  not  be

answerable or accountable for any act, default, neglect or misconduct of any

such attorneys or agents.

          Section  21.   CHANGE  OF  RIGHTS  AGENT.  The Rights Agent or any

successor Rights Agent may resign and be discharged  from  its  duties under

this  Agreement  upon  thirty  (30)  days'  notice in writing mailed to  the

Company and to each transfer agent of the Common  Shares  by  registered  or

certified  mail  and to the holders of the Right Certificates by first-class

mail.  The Company may remove the Rights Agent or any successor Rights Agent

upon thirty (30) days'  notice  in  writing,  mailed  to the Rights Agent or

successor Rights Agent, as the case may be, and to each  transfer  agent  of

the  Common  Shares  or Common Shares by registered or certified mail and to

the holders of the Right  Certificates  by  first-class mail.  If the Rights

Agent resigns or is removed or otherwise becomes  incapable  of  acting, the

Company shall appoint a successor to the Rights Agent.  If the Company fails

to  make  such appointment within a period of thirty (30) days after  giving

notice of such  removal  or  after  it  has been notified in writing of such

resignation or incapacity by the resigning  or incapacitated Rights Agent or

by the holder of a Right Certificate (who shall,  with  such  notice, submit

his  Right  Certificate for inspection by the Company), then the  registered

holder of any  Right  Certificate  may  apply  to  any  court  of  competent

jurisdiction for the appointment of a new Rights Agent. Any successor Rights

Agent,  whether  appointed  by  the  Company or by such a court, shall be  a

corporation organized and doing business under the laws of the United States

or of any state in good standing, which  is  authorized  under  such laws to

exercise  corporate  trust  or  stock  transfer  powers  and  is subject  to

supervision  or examination by federal or state authority and which  has  at

the time of its  appointment  as Rights Agent a combined capital and surplus

of at least $60,000,000.  After  appointment,  the  successor  Rights  Agent

shall be vested with the same powers, rights, duties and responsibilities as

if it had been originally named as Rights Agent without further act or deed;

but the predecessor Rights Agent shall deliver and transfer to the successor

Rights Agent any property at the time held by it hereunder and shall execute

and deliver any further assurance, conveyance, act or deed necessary for the

purpose.   Not  later  than  the effective date of any such appointment, the

Company shall file notice thereof  in  writing  with  the predecessor Rights

Agent  and  each transfer agent of the Common Shares or Common  Shares,  and

mail a notice  thereof  in  writing  to  the registered holders of the Right

Certificates.  Failure to give any notice  provided  for in this Section 21,

however, or any defect therein, shall not affect the legality or validity of

the  resignation or removal of the Rights Agent or the  appointment  of  the

successor Rights Agent, as the case may be.

          Section  22.  ISSUANCE OF NEW RIGHT CERTIFICATES.  Notwithstanding

any of the provisions  of  this  Agreement or of the Rights to the contrary,

the  Company may, at its option, issue  new  Right  Certificates  evidencing

Rights  in such form as may be approved by its Board of Directors to reflect

any adjustment  or  change  in  the Purchase Price and the number or kind or

class of shares or other securities  or property purchasable under the Right

Certificates made in accordance with the provisions of this Agreement.

          Section 23.  REDEMPTION AND TERMINATION.

          (a)  The Board of Directors  of the Company may, at its option, at

any time before the earlier of (i) the Close  of  Business  on the tenth day

following the Shares Acquisition Date and (ii) the Close of Business  on the

Final Expiration Date, redeem all but not less than all the then outstanding

Rights  at  a  redemption  price  of  $.01  per Right, as such amount may be

appropriately adjusted to reflect any stock split, stock dividend or similar

transaction occurring after the date hereof or,  in  the  discretion  of the

Board  of  Directors,  its  equivalent  in  shares  of  the Company's stock,

determined according to the current per share market price of such shares as

of  the date of redemption (such amount, the "Redemption Price");  provided,

however,  if  at  the  time the Board of Directors of the Company authorizes

redemption of the Rights  (i) such authorization occurs on or after the time

a Person becomes an Acquiring Person or (ii) such authorization occurs on or

after the date of a change  (resulting from a proxy or consent solicitation)

in  a majority of the directors  in  office  at  the  commencement  of  such

solicitation  if  any  Person  who is a participant in such solicitation has

stated (or, if upon the commencement of such solicitation, a majority of the

Board of Directors of the Company  has  determined  in good faith) that such

Person  (or any of its Affiliates or Associates) intends  to  take,  or  may

consider  taking  any action which would result in such Person's becoming an

Acquiring Person, then  in  either  such  event  there  must  be  Continuing

Directors   then   in  office  and  such  authorization  shall  require  the

concurrence of a majority  of  such  Continuing  Directors,  Notwithstanding

anything contained in this Agreement to the contrary, the Rights  shall  not

be  exercisable  following  an adjustment made pursuant to Section 11(a)(ii)

prior to the expiration of the Company's right of redemption hereunder.

          (b)   Immediately upon the action of the Board of Directors of the

Company ordering the redemption  of  the Rights pursuant to paragraph (a) of

this Section 23, and without any further  action and without any notice, the

right to exercise the Rights will terminate and the only right thereafter of

the holders of Rights shall be to receive the Redemption Price.  The Company

shall promptly give public notice of any such redemption; provided, however,

that the failure to give, or any defect in, any such notice shall not affect

the validity of such redemption.  Within ten  (10) days after such action of

the Board of Directors ordering the redemption  of  the  Rights, the Company

shall mail a notice of redemption to all the holders of the then outstanding

Rights at their last addresses as they appear upon the registry books of the

Rights  Agent or, prior to the Distribution Date, on the registry  books  of

the transfer agent for the Common Shares.  Any notice which is mailed in the

manner herein  provided  shall  be  deemed  given, whether or not the holder

receives the notice.  Each such notice of redemption  will  state the method

by  which  the  payment  of the Redemption Price will be made.  Neither  the

Company nor any of its Affiliates  or  Associates  may  redeem,  acquire  or

purchase  for  value  any  Rights  at any time in any manner other than that

specifically set forth in this Section  23 or in Section 24 hereof and other

than  in  connection  with  the  purchase  of Common  Shares  prior  to  the

Distribution Date.

          Section 24.  EXCHANGE.

          (a)  The Board of Directors of the  Company may, at its option, at

any time after any Person becomes an Acquiring  Person, exchange all or part

of  the  then outstanding and exercisable Rights (which  shall  not  include

Rights that have become void pursuant to the provisions of Section 11(a)(ii)

hereof) for  Common  Shares  at  an  exchange  ratio of one Common Share per

Right, appropriately adjusted to reflect any stock  split, stock dividend or

similar  transaction  occurring after the date hereof (such  exchange  ratio

being hereinafter referred to as the "Exchange Ratio").  Notwithstanding the

foregoing, the Board of  Directors  shall  not  be  empowered to effect such

exchange  at  any  time  after  any  Person  (other  than the  Company,  any

Subsidiary of the Company, any employee benefit plan of  the  Company or any

such Subsidiary, or any entity holding Common Shares for or pursuant  to the

terms  of  any  such  plan  or  any  Person who, or which, together with all

Affiliates and Associates of such Person,  has  notified the Company that he

or  it is the Beneficial Owner of 15% or more of the  Common  Stock  of  the

Company  as  of  the  date  of  this  Agreement until and unless such Person

acquires  additional  Common  Shares),  together  with  all  Affiliates  and

Associates of such Person, becomes the Beneficial  Owner  of  50% or more of

the Common Shares then outstanding.

          (b)   Immediately upon the action of the Board of Directors of the

Company  ordering  the exchange of any Rights pursuant to paragraph  (a)  of

this Section 24 and  without  any further action and without any notice, the

right to exercise such Rights shall  terminate and the only right thereafter

of a holder of such Rights shall be to  receive  a  number  of Common Shares

equal  to  the number of such Rights held by such holder multiplied  by  the

Exchange Ratio.   The  Company shall promptly give public notice of any such

exchange; provided, however,  that  the  failure  to give, or any defect in,

such  notice  shall not affect the validity of such exchange.   The  Company

promptly shall  mail  a notice of any such exchange to all of the holders of

such Rights at their last  addresses  as they appear upon the registry books

of  the Rights Agent.  Any notice which  is  mailed  in  the  manner  herein

provided  shall  be  deemed  given,  whether  or not the holder receives the

notice.  Each such notice of exchange will state  the  method  by  which the

exchange of the Common Shares for Rights will be effected and, in the  event

of any partial exchange, the number of Rights which will be exchanged.   Any

partial  exchange  shall  be effected pro rata based on the number of Rights

(other than Rights which have  become  void  pursuant  to  the provisions of

Section 11(a)(ii) hereof) held by each holder of Rights.

          (c)    In  the  event that there are not sufficient Common  Shares

authorized but unissued to  permit any exchange of Rights as contemplated in

accordance with this Section  24,  the Company shall take all such action as

may be necessary to authorize additional  Common  Shares  for  issuance upon

exchange of the Rights.

          (d)    The  Company  shall  not be required to issue fractions  of

Common Shares or to distribute certificates which evidence fractional Common

Shares.  In lieu of such fractional Common  Shares, the Company shall pay to

the registered holders of the Right Certificates  with  regard to which such

fractional Common Shares would otherwise be issuable an amount in cash equal

to  the same fraction of the current market value of a whole  Common  Share.

For the  purposes of this paragraph (e), the current market value of a whole

Common Share  shall  be  the  closing price of a Common Share (as determined

pursuant to the second sentence  of Section 11(d)(i) hereof) for the Trading

Day immediately prior to the date of exchange pursuant to this Section 24.

          Section 25.  NOTICE OF CERTAIN EVENTS.

          (a)  If the Company proposes  (i)  to  pay any dividend payable in

stock of any class to the holders of its Common Shares  or to make any other

distribution  to  the  holders  of its Common Shares (other than  a  regular

quarterly cash dividend), (ii) to  offer to the holders of its Common Shares

rights or warrants to subscribe for  or  to  purchase  any additional Common

Shares  or shares of stock of any class or any other securities,  rights  or

options,  (iii)  to  effect any reclassification of its Common Shares (other

than a reclassification involving only the subdivision of outstanding Common

Shares), (iv) to effect  any  consolidation  or  merger  into or with, or to

effect  any  sale  or  other  transfer  (or  to  permit one or more  of  its

Subsidiaries  to  effect  any  sale  or  other transfer),  in  one  or  more

transactions, of 50% or more of the assets  or  earning power of the Company

and its Subsidiaries (taken as a whole) to, or to engage in a share exchange

with any other Person in which all or part of the  Common Shares are changed

into or exchanged for stock or securities of, any other  Person,  or  (v) to

effect  the liquidation, dissolution or winding up of the Company, then,  in

each  such  case,  the  Company  shall  give  to  each  holder  of  a  Right

Certificate, in accordance with Section 26 hereof, a notice of such proposed

action,  which  shall specify the record date for the purposes of such stock

dividend, or distribution  of  rights or warrants, or the date on which such

reclassification,  consolidation,   merger,   sale,  transfer,  liquidation,

dissolution, or winding up is to take place and  the  date  of participation

therein  by  the  holders of the Common Shares, if any such date  is  to  be

fixed, and such notice  shall  be so given in the case of any action covered

by clause (i) or (ii) above at least  ten (10) days prior to the record date

for determining holders of the Common Shares  for  purposes  of such action,

and  in the case of any such other action, at least ten (10) days  prior  to

the date  of the taking of such proposed action or the date of participation

therein by the holders of the Common Shares, whichever shall be the earlier.

          (b)  If  the  event  set forth in Section 11(a)(ii) hereof occurs,

then the Company shall as soon as practicable thereafter give to each holder

of a Right Certificate, in accordance  with  Section  26 hereof, a notice of

the occurrence of such event, which notice shall describe such event and the

consequences  of  such  event  to holders of Rights under Section  11(a)(ii)

hereof.

          Section 26.  NOTICES.   Notices  or  demands  authorized  by  this

Agreement  to  be  given or made by the Rights Agent or by the holder of any

Right Certificate to  or  on the Company shall be sufficiently given or made

if  sent by first-class mail,  postage  prepaid,  addressed  (until  another

address is filed in writing with the Rights Agent) as follows:

               Community Financial Group, Inc.
               401 Church Street
               Nashville, Tennessee 37219
               Attention: President & CEO


Subject  to  the  provisions  of  Section  21  hereof,  any notice or demand

authorized by this Agreement to be given or made by the Company  or  by  the

holder  of  any  Right  Certificate  to  or  on  the  Rights  Agent shall be

sufficiently  given  or  made if sent by first-class mail, postage  prepaid,

addressed (until another address  is  filed in writing with the Company), as

follows:

               Registrar and Transfer Company
               10 Commerce Drive
               Cranford, New Jersey 07016-3572
               Attention: Margaret A. Villani

Notices or demands authorized by this Agreement  to  be given or made by the

Company or the Rights Agent to the holder of any Right  Certificate shall be

sufficiently  given  or  made if sent by first-class mail, postage  prepaid,

addressed to such holder at  the  address  of  such  holder  as shown on the

registry books of the Company.

          Section 27.  SUPPLEMENTS AND AMENDMENTS.  Before the  Distribution

Date,  the  Company  and  the Rights Agent shall, if the Company so directs,

supplement or amend any provision  of this Agreement without the approval of

any holders of Common Shares.  From  and  after  the  Distribution Date, the

Company and the Rights Agent shall, if the Company so directs, supplement or

amend this Agreement without the approval of any holders  of  Rights  (i) to

cure  any  ambiguity,  (ii) to correct or supplement any provision contained

herein which may be defective  or  inconsistent  with  any  other provisions

herein,  (iii)  to  shorten  or  lengthen  any time period hereunder  (which

shortening or lengthening, following the first  occurrence  of  an event set

forth in clauses (i) and (ii) of the first proviso to Section 23(a)  hereof,

shall  be effective only if there are Continuing Directors and shall require

the concurrence  of  a  majority  of  such Continuing Directors), or (iv) to

change  or  supplement the provisions hereunder  in  any  manner  which  the

Company may deem necessary or desirable and which shall not adversely affect

the interests of the holders of Rights (other than an Acquiring Person or an

Affiliate or  Associate  of  an  Acquiring  Person)  so  long as the duties,

liabilities  and  indemnification  of  the  Rights  Agent are not  effected;

provided, however, that this Agreement may not be supplemented or amended to

lengthen,  pursuant  to clause (iii) of this sentence,  (A)  a  time  period

relating to when the Rights  may  be redeemed at such time as the Rights are

not then redeemable or (B) any other  time period unless such lengthening is

for the purpose of protecting, enhancing or clarifying the rights of, and/or

the benefits to, the holders of Rights.   Upon the delivery of a certificate

from an appropriate officer of the Company  which  states  that the proposed

supplement or amendment is in compliance with the terms of this  Section 27,

the Rights Agent shall execute such supplement or amendment.

          Section 28.  SUCCESSORS.  All the covenants and provisions of this

Agreement  by  or  for the benefit of the Company or the Rights Agent  shall

bind and inure to the  benefit  of  their  respective successors and assigns

hereunder.

          Section  29.   BENEFITS  OF  THIS  AGREEMENT.    Nothing  in  this

Agreement shall be construed to give to any person or corporation other than

the  Company,  the  Rights  Agent  and the registered holders of  the  Right

Certificates (and, prior to the Distribution  Date,  the  Common Shares) any

legal  or  equitable right, remedy or claim under this Agreement;  but  this

Agreement shall  be  for  the sole and exclusive benefit of the Company, the

Rights Agent and the registered  holders  of  the  Right  Certificates (and,

prior to the Distribution Date, the Common Shares).

          Section  30.  SEVERABILITY.  If any term, provision,  covenant  or

restriction of this  Agreement  is held by a court of competent jurisdiction

or other authority to be invalid,  void  or  unenforceable, the remainder of

the terms, provisions, covenants and restrictions  of  this  Agreement shall

remain in full force and effect and shall in no way be affected, impaired or

invalidated.

          Section  31.   GOVERNING  LAW.   This  Agreement  and  each  Right

Certificate issued hereunder shall be deemed to be a contract made under the

laws of the State of Tennessee and for all purposes shall be governed by and

construed in accordance with the laws of such State applicable to  contracts

to be made and performed entirely within such State.

          Section 32.  COUNTERPARTS.  This Agreement may be executed  in any

number  of counterparts and each of such counterparts shall for all purposes

be deemed  to  be  an  original,  and  all  such counterparts shall together

constitute but one and the same instrument.

          Section 33.  DESCRIPTIVE HEADINGS.   Descriptive  headings  of the

several  Sections  of  this  Agreement are inserted for convenience only and

shall not control or affect the  meaning  or  construction  of  any  of  the

provisions hereof.





          IN  WITNESS WHEREOF, the parties hereto have caused this Agreement

to be duly executed  and  attested,  all  as of the day and year first above

written.



                                   COMMUNITY FINANCIAL GROUP, INC.
Attest:


By  JOAN MARSHALL                  By  MACK LINEBAUGH
    Title: Corporate Secretary     Title: President & CEO


                                   REGISTRAR AND TRANSFER COMPANY
Attest:


By WILLIAM P. TATLER                By MARGARET A. VILLANI
    Title: Vice President           Title: Vice President
           Assistant Secretary




                                                       EXHIBIT   A

                     Form of Right Certificate

Certificate No. R-                                     ____ Rights

          NOT EXERCISABLE AFTER FEBRUARY 4,  2008  OR  EARLIER  IF
          REDEMPTION  OR  EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT
          TO REDEMPTION AT $ 0.01 PER RIGHT AND TO EXCHANGE ON THE
          TERMS SET FORTH IN THE SHAREHOLDERS RIGHTS AGREEMENT.


                         Right Certificate

                  COMMUNITY FINANCIAL GROUP, INC.

          This certifies that  _________________,  or registered assigns, is
the registered owner of the number of Rights set forth  above, each of which
entitles the owner thereof, subject to the terms, provisions  and conditions
of  the  Shareholders  Rights  Agreement  dated as of January 21, 1998  (the
'Shareholders Rights Agreement") between Community  Financial Group, Inc., a
Tennessee corporation (the "Company"), and Registrar  and  Transfer  Company
(the  "Rights  Agent"),  to  purchase from the Company at any time after the
Distribution  Date (as such term  is  defined  in  the  Shareholders  Rights
Agreement) and  before  5:00 P.M., Nashville, Tennessee time, on February 4,
2008, at the principal office  of  the Rights Agent, or at the office of its
successor  as Rights Agent, one fully  paid,  non-assessable  share  of  the
Company's Common  Stock  ("Common Share"), at a purchase price of $55.00 per
Common Share (the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the  Form of Election to Purchase duly executed.  The
number of Rights evidenced by  this  Right  Certificate  (and  the number of
Common Shares which may be purchased upon exercise hereof) set forth  above,
and the Purchase Price set forth above, are the number and Purchase Price as
of January 21, 1998, based on the Common Shares as constituted at such date.
As provided in the Shareholders Rights Agreement, the Purchase Price and the
number  of  Common  Shares  which  may be purchased upon the exercise of the
Rights evidenced by this Right Certificate  are  subject to modification and
adjustment upon the happening of certain events.

          This Right Certificate is subject to all  of the terms, provisions
and  conditions  of  the  Shareholders  Rights  Agreement,,   which   terms,
provisions  and  conditions  are hereby incorporated herein by reference and
made a part hereof and to which  Shareholders  Rights Agreement reference is
hereby  made for a full description of the rights,  limitations  of  rights,
obligations,  duties  and  immunities  hereunder  of  the  Rights Agent, the
Company,   its   officers  and  directors  and  the  holders  of  the  Right
Certificates.  Copies  of  the  Shareholders Rights Agreement are on file at
the principal executive offices of  the  Company and the principal office of
the Rights Agent.

          This Right Certificate, with or  without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged
for another Right Certificate or Right Certificates  of  like tenor and date
evidencing Rights entitling the holder to purchase a like  aggregate  number
of  Common  Shares as the Rights evidenced by the Right Certificate or Right
Certificates  surrendered  shall  have entitled such holder to purchase.  If
this Right Certificate shall be exercised  in  part,  the  holder  shall  be
entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.

          Subject  to  the  provisions of the Shareholders Rights Agreement,
the Rights evidenced by this  Certificate (i) may be redeemed by the Company
at a redemption price of $.01 per  Right  payable in cash or in stock of the
Company or (ii) may be exchanged by the Company  in  whole  or  in  part for
Common Shares, no par value.

          At  the  Company's  option, fractional Common Shares may be issued
upon the exercise of any Right  or Rights evidenced hereby which may, at the
election of the Company, be evidenced  by depositary receipts. If fractional
Common Shares are not issued, a cash payment  will  be made in lieu thereof,
as provided in the Shareholders Rights Agreement.

          No holder of this Right Certificate shall be  entitled  to vote or
receive  dividends  or  be  deemed  for any purpose the holder of the Common
Shares or of any other securities of  the  Company  which may at any time be
issuable  on  the  exercise  hereof,  nor  shall anything contained  in  the
Shareholders  Rights Agreement or herein be construed  to  confer  upon  the
holder hereof, as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter submitted
to shareholders  at  any  meeting thereof, or to give or withhold consent to
any corporate action, or to  receive  notice  of  meetings  or other actions
affecting  shareholders  (except  as  provided  in  the Shareholders  Rights
Agreement),  or to receive dividends or subscription rights,  or  otherwise,
until the Right  or  Rights  evidenced  by this Right Certificate shall have
been exercised as provided in the Shareholders Rights Agreement.

          This Right Certificate shall not  be  valid  or obligatory for any
purpose until it is countersigned by, the Rights Agent.






          WITNESS the facsimile signature of the authorized  officers of the
Company.

Dated as of ____________________, ____.

ATTEST:                            COMMUNITY FINANCIAL GROUP, INC.


                                   By:


Countersigned:

REGISTRAR AND TRANSFER COMPANY


By:
     Authorized Signature





             Form of Reverse Side of Right Certificate


                        FORM OF ASSIGNMENT

               (To  be  executed  by the registered holder if
               such  holder desires  to  transfer  the  Right
               Certificate.)

          FOR VALUE RECEIVED
hereby sells, assigns and transfers unto

 (PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE)

this Right Certificate, together with all right, title and interest therein,
and  does  hereby irrevocably  constitute  and  appoint  ___________________
Attorney, to transfer the within Right
Certificate  on  the  books  of the within-named Company, with full power of
substitution.

Dated:  ________________, ____


                              Signature

Signature Guaranteed:

          Signatures must be guaranteed  by  a  member  firm of a registered
national  securities  exchange,  a  member  of  the National Association  of
Securities Dealers, Inc., or a commercial bank or  trust  company  having an
office or correspondent in the United States.


          The undersigned hereby certifies that the Rights evidenced by this
Right  Certificate are not beneficially owned by an Acquiring Person  or  an
Affiliate  or  Associate  thereof  (as  defined  in  the Shareholders Rights
Agreement).


                             Signature






      Form of Reverse Side of Right Certificate -- continued

                   FORM OF ELECTION TO PURCHASE

               (To  be executed if holder desires to exercise
               Rights represented by the Right Certificate.)

To COMMUNITY FINANCIAL GROUP, INC.

          The   undersigned    hereby   irrevocably   elects   to   exercise
____________________  Rights  represented   by  this  Right  Certificate  to
purchase the Common Shares issuable upon the  exercise  of  such  Rights and
requests that certificates for such Common Shares be issued in the name of:

Please insert social security
or other identifying number


                  (Please print name and address)


If such number of Rights shall not be all the Rights evidenced by this Right
Certificate,  a  new  Right  Certificate  for  the balance remaining of such
Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number


                  (Please print name and address)



Signature Guaranteed:

          Signatures must be guaranteed by a member  firm  of  a  registered
national  securities  exchange,  a  member  of  the National Association  of
Securities Dealers, Inc., or a commercial bank or  trust  company  having an
office or correspondent in the United States.


          The undersigned hereby certifies that the Rights evidenced by this
Right  Certificate are not beneficially owned by an Acquiring Person  or  an
Affiliate  or  Associate  thereof  (as  defined  in  the Shareholders Rights
Agreement).


                             Signature


                              NOTICE

          The  signature in the Form of Assignment or Form  of  Election  to
Purchase, as the  case  may be, must conform to the name as written upon the
face of this Right Certificate  in  every  particular, without alteration or
enlargement or any change whatsoever.

          In the event the certification set  forth  above  in  the  Form of
Assignment  or the Form of Election to Purchase, as the case may be, is  not
completed, the  Company  and the Rights Agent will deem the beneficial owner
of the Rights evidenced by  this Right Certificate to be an Acquiring Person
or an Affiliate or Associate  thereof (as defined in the Shareholders Rights
Agreement) and such Assignment or Election to Purchase will not be honored.






                                                         EXHIBIT B


                   SUMMARY OF RIGHTS TO PURCHASE
                           COMMON SHARES


          On January 21, 1998,  the board of directors of Commnity Financial
Group, Inc. (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding  share  of common stock, no par value
(the "Common Shares"), of the Company.  The dividend  is payable on February
5, 1998  (the "Record Date"), to the shareholders of record  on  that  date.
Each  Right  entitles the registered holder to purchase from the Company one
share of the Company's  Common  Stock  ("Common Share") at a price of $55.00
per  Common  Share  (the  "Purchase Price"),  subject  to  adjustment.   The
description and terms of the  Rights  are set forth in a Shareholders Rights
Agreement  (the "Shareholders Rights Agreement")  between  the  Company  and
Registrar and Transfer Company, as Rights Agent (the "Rights Agent").

          Until  the  earlier  to  occur  of  (i) 10 days following a public
announcement that a person or group of affiliated  or associated persons (an
"Acquiring Person") has acquired beneficial ownership  of 15% or more of the
outstanding  Common  Shares  without  the  prior approval of  the  board  of
directors, including a majority of "Continuing  Directors,"  as that term is
defined in the Shareholders Rights Agreement, or (ii) 10 business  days  (or
such  later  date  as  may be determined by action of the board of directors
before such time as any  person  or  group  of affiliated persons becomes an
Acquiring  Person) following the commencement  of,  or  announcement  of  an
intention to  make,  a  tender  offer  or exchange offer the consummation of
which would result in the beneficial ownership  by  a person or group of 15%
or more of the outstanding Common Shares (the earlier  of  such  dates being
called the "Distribution Date"), the Rights will be evidenced, with  respect
to  any  of the Common Share certificates outstanding as of the Record Date,
by such Common  Share  certificate  with  a  copy  of this Summary of Rights
attached thereto.

          The  Shareholders  Rights  Agreement  provides   that,  until  the
Distribution Date (or earlier redemption or expiration of the  Rights),  the
Rights  will be transferred with and only with the Common Shares.  Until the
Distribution  Date  (or earlier redemption or expiration of the Rights), new
Common Share certificates  issued after the Record Date upon transfer or new
issuance  of  Common  Shares  will  contain  a  notation  incorporating  the
Shareholders Rights Agreement by reference.  Until the Distribution Date (or
earlier redemption or expiration  of the Rights), the surrender for transfer
of any certificates for Common Shares  outstanding  as  of  the Record Date,
even  without  such  notation  or  a  copy  of this Summary of Rights  being
attached thereto, will also constitute the transfer of the Rights associated
with  the  Common  Shares  represented  by  such certificate.   As  soon  as
practicable   following   the  Distribution  Date,   separate   certificates
evidencing the Rights ("Right  Certificates")  will  be mailed to holders of
record of the Common Shares as of the close of business  on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.

          The Rights are not exercisable until the Distribution  Date.   The
Rights will expire on February 4, 2008 (the "Final Expiration Date"), unless
the  Final  Expiration  Date  is  extended  or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.

          The Purchase Price payable, and the  number  of  Common  Shares or
other  securities  or  property  issuable,  upon  exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of  a stock dividend on, or a subdivision, combination  or  reclassification
of, the  Common  Shares, (ii) upon the grant to holders of the Common Shares
of certain rights  or warrants to subscribe for or purchase Common Shares at
a price, or securities  convertible  into  Common  Shares  with a conversion
price, less than the then-current market price of the Common Shares or (iii)
upon  the  distribution  to  holders  of  the Common Shares of evidences  of
indebtedness or assets (excluding regular periodic  cash  dividends paid out
of earnings or retained earnings or dividends payable in Common  Shares)  or
of subscription rights or warrants (other than those referred to above).

          The  number  of outstanding Rights and the number of Common Shares
issuable upon exercise of  each  Right are also subject to adjustment in the
event of a stock split of the Common  Shares  or  a  stock  dividend  on the
Common  Shares  payable in Common Shares or subdivisions, consolidations  or
combinations of the  Common  Shares  occurring, in any such case, before the
Distribution Date.

          If  the  Company  is  acquired  in  a  merger  or  other  business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive,  upon the exercise thereof at the
then current exercise price of the Right, that  number  of  shares of common
stock  of  the acquiring company which at the time of such transaction  will
have a market  value  of  two times the exercise price of the Right.  In the
event that any person or group  of  affiliated or associated persons becomes
an Acquiring Person, proper provision shall be made so that each holder of a
Right, other than Rights beneficially  owned  by the Acquiring Person (which
will  thereafter  be  void),  will  from  the  date  of   the  first  public
announcement of the Acquiring Person's acquisition have the right to receive
upon  exercise  that number of Common Shares having a market  value  of  two
times the exercise price of the Right or, if there is an insufficient number
of authorized and  unissued  Common Shares to allow the full exercise of the
Rights, a package of other securities or property of the Company and/or cash
which the board of directors determines  with  the  advice  of an investment
banking firm to be equivalent to such number of Common Shares.

          At  any  time  after  any  Person becomes an Acquiring Person  and
before the acquisition by such person  or  group  of  50%  or  more  of  the
outstanding  Common  Shares,  the  board  of  directors  of  the Company may
exchange the Rights (other than Rights owned by such person or  group  which
will  have  become  void),  in whole or in part, at an exchange ratio of one
Common Share, per Right (subject to adjustment).

          With certain exceptions,  no adjustment in the Purchase Price will
be required until cumulative adjustments  require  an adjustment of at least
1%  in  such  Purchase  Price.  At the Company's option,  fractional  Common
Shares may be issued which may, at the election of the Company, be evidenced
by depositary receipts.   If  fractional  Common  Shares are not issued,  an
adjustment in cash will be made in lieu thereof based on the market price of
the Common Shares on the last trading day before the date of exercise.

          At any time before the close of business  ten  days after the date
of the first public announcement of the acquisition by a person  or group of
affiliated or associated persons of beneficial ownership of 15% or  more  of
the  outstanding  Common  Shares,  the board of directors of the Company may
redeem the Rights in whole, but not  in  part,  at a price of $.01 per Right
(the  "Redemption  Price"), payable in cash or in shares  of  the  Company's
stock.  If, however, there is an Acquiring Person at the time, a majority of
Continuing Directors  must  concur  in  the  redemption  of the Rights.  The
redemption of the Rights may be made effective at such time  on  such  basis
with  such  conditions  as the board of directors in its sole discretion may
establish.  Immediately upon  any  redemption  of  the  Rights, the right to
exercise  the  Rights will terminate and the only right of  the  holders  of
Rights will be to receive the Redemption Price.

          The terms  of  the Rights may be amended by the board of directors
of the Company without the  consent  of the holders of the Rights, including
an amendment to lower certain thresholds  described  above  to not less than
the  greater  of  (i)  the sum of .001% plus the largest percentage  of  the
outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of  affiliated  or  associated  persons and (ii) 10%,
except that from and after such time as there is an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.

          Until a Right is exercised, the holder thereof, as such, will have
no  rights  as a shareholder of the Company, including, without  limitation,
the right to vote or to receive dividends.

          A copy  of  the  Shareholders Rights Agreement has been filed with
the Securities and Exchange  Commission  as  an  Exhibit  to  a Registration
Statement  on  Form  8-A  dated  ________________,  1998.   A  copy  of  the
Shareholders  Rights Agreement is available free of charge from the Company.
This summary description  of  the Rights does not purport to be complete and
is  qualified  in  its entirety by  reference  to  the  Shareholders  Rights
Agreement, which is hereby incorporated herein by reference.

EX-4.2

                    NEWS RELEASE
                 ___________________
             LOVELL COMMUNICATIONS INC.



FOR:           IMMEDIATE RELEASE
CONTACT:       Ren Evans (615) 794-4439
               Anne Bannister (615) 271-2049



                  COMMUNITY FINANCIAL GROUP, INC.
                      REPORTS 1997 EARNINGS,
                  DECLARES INCREASED DIVIDEND AND
                  ADOPTS SHAREHOLDER RIGHTS PLAN


     NASHVILLE,  Tenn.,  January  21, 1998--Community Financial Group, Inc.

(NASDAQ:   CFGI),  the parent company  of  The  Bank  of  Nashville,  today

reported earnings of  $2.1  million representing $.93 in basic earnings per

share for the year ended December  31,  1997,  compared  to $2.5 million or

$1.16  basic  earnings  per  share  for the year ended December  31,  1996,

according to Mack S. Linebaugh, Jr.,  Chairman and President.  Prior years'

earnings benefited from net operating loss  carryforwards  that  were fully

utilized in 1996; thus earnings in 1997 were fully taxed.  Pretax  earnings

of $3.4 million for 1997 increased 25 percent from pretax earnings of  $2.7

million  in  1996.   Return on average assets for 1997 was 1.08 percent and

return on average equity  was  9.05  percent.  Fourth quarter 1997 earnings

were $637,000 or $.29 basic earnings per  share  compared  with $597,000 or

$.27 for the fourth quarter of 1996.

     At December 31, 1997, total assets were $204.9 million,  up 23 percent

from  the  previous  year's close of $166.7 million.  Total loans,  net  of

unearned income, were  $122.7  million  at  December  31,  1997,  up  $14.8

million, or 13.7 percent, from the $107.9 million at December 31, 1996, and

deposits at year-end were $164.1 million, an increase of $30.8 million from

the $133.3 million reported at December 31, 1996.

     The  Board  of Directors announced a dividend increase by declaring  a

$.06 per share dividend  for  shareholders  of  record on February 5, 1998,

payable February 20, 1998.  This represents an increase  of  20%  from  the

dividend  of  $.05  paid  in  previous quarters, and is the second dividend

increase since the company instituted a dividend two years ago.

     "1997 was a pivotal year for the company," said Linebaugh.  "We opened

our  first  branch  office  in  Green  Hills,  located  a  site  and  began

construction of a second office in  Brentwood  which  will  open  Summer of

1998,  and  began work on plans for an office in Hendersonville.  While  we

have always maintained  that  we  will  not  establish  an extensive branch

network, we believe that these geographic locations along  with  our mobile

banking  service,  Bank  on Call, provide convenient and attractive service

availability to our clients."

     Today, the Board of Directors  also  announced  that  it has adopted a

Shareholder Rights Plan which authorizes the distribution of  a dividend of

one  common  share  purchase  right for each outstanding share of Community

Financial Group, Inc. common stock.  The rights will be exercisable only if

a person or group acquires 15% or more of Community Financial Group, Inc.'s

common stock or announces a tender  offer,  the consummation of which would

result  in ownership by a person or group of 15%  or  more  of  the  common

stock.  "The  rights are not being distributed in response to any effort to

acquire control  of  CFGI,  and  the Board is not aware of any such effort.

The rights are designed to assure  that  all  of Community Financial Group,

Inc.'s shareholders receive fair and equal treatment  in  the  event of any

proposed  takeover  of  the  company  and  to  guard against partial tender

offers, squeezeouts, open market accumulations and other abusive tactics to

gain control of the company without paying all shareholders  an appropriate

control premium," stated Linebaugh.

          If  CFGI were acquired in a merger or other business  combination

transaction, each  right  would  entitle  its  holder  to  purchase, at the

right's  then-current  exercise price, a number of the acquiring  company's

common shares having a market value of twice such price.  In addition, if a

person or group acquires  15%  or  more of CFGI's common stock, directly or

through the purchase of warrants exercisable  for  CFGI  common stock, each

right would entitle its holder (other than the acquiring person  or members

of  the  acquiring group) to purchase, at the right's then-current exercise

price, a number of CFGI's common shares having a market value of twice that

price.

     After  a  person or group acquires beneficial ownership of 15% or more

of the company's  common  stock and before an acquisition of 50% or more of

the common stock, the Board  of  Directors could exchange the rights (other

than rights owned by the acquiring  person  or group), in whole or in part,

at an exchange ratio of one share of common stock per right.

     Until a person or group has acquired beneficial  ownership  of  15% or

more of CFGI's common stock, the rights will be redeemable for one cent per

right at the option of the Board of Directors.

     The rights are intended to enable all Community Financial Group,  Inc.

shareholders  to  realize  the  long-term  value of their investment in the

company.  The company believes they will not prevent a takeover, but should

encourage anyone seeking to acquire the company to negotiate with the Board

prior to attempting a takeover.

     Details of the Shareholder Rights Plan  will  be  outlined in a letter

which will be mailed to all shareholders.  The rights will  be  granted  to

all  shareholders of record on February 5, 1998 and will expire February 4,

2008.  The rights distribution is not taxable to shareholders.





                  COMMUNITY FINANCIAL GROUP, INC.
                   SELECTED FINANCIAL HIGHLIGHTS
                         December 31, 1997
  (in thousands, except per share amounts and shares outstanding)

QUARTER ENDED DECEMBER 31       1997                  1996

Net income                $      637            $      597

Basic earnings per share  $      .29            $      .27

Diluted earnings per share$      .25            $      .27

Provision charged to
     operations            $      25            $      -0-

Net charge-offs (recoveries)$   (83)            $       93

Book value per share      $    10.74            $    10.00
  (Excluding SFAS #115 adjustment)


TWELVE MONTHS ENDED DECEMBER 31

Net income                $    2,058            $    2,547

Basic earnings per share  $      .93            $     1.16

Diluted earnings per share$      .89            $     1.15

Provision charged to
       operations         $      100            $      -0-

Net charge-offs (recoveries)$  (150)            $      156


DECEMBER 31

Total assets              $  204,887            $  166,679

Total loans, net of
       unearned income    $  122,749            $  107,888

Total deposits            $  164,099            $  133,270

Allowance for possible
      loan losses         $    3,128            $    2,878

Non-performing assets, net$    1,227            $      579

Shareholders' equity      $   24,052            $   22,085

Common shares outstanding  2,212,420             2,202,473

EX-4.3

           [COMMUNITY FINANCIAL GROUP, INC. LETTERHEAD]


February 5, 1998

Dear Shareholder:

          Your  Board  of  Directors has adopted a Shareholders Rights Plan
designed  to  ensure  that  shareholders  receive  protection  against  the
consequences of an unsolicited  proposal  to acquire control of the Company
that could prevent some of all of the shareholders from participating fully
in  the  Company's  value.  More than 1,800 companies  have  considered  it
prudent to adopt shareholder protection plans similar to the one adopted by
your Board.

          To implement the plan, the Board declared a dividend of one Right
to acquire a common share  of the Company for each common share outstanding
on February 5, 1998.  Generally, under the plan, upon the occurrence of one
of certain specific events involving  accumulation  of the Company's common
stock,  whether  directly or indirectly through accumulation  of  warrants,
shareholders of the  Company  would be entitled to exercise their rights to
acquire common shares of the Company,  or  shares of the acquiring company,
at a substantial discount from the then prevailing  market  for  equivalent
securities.  Accordingly, the existence of the Rights changes the economics
of  an  unsolicited  takeover  attempt  with  the result that a prospective
acquiror would be much more likely to negotiate with the Company, resulting
in a fair price to all shareholders.

          A Right to purchase common shares is  attached  automatically  to
each  outstanding  common  share  on  February  5, 1998.  A Right will also
attach to each common share issued thereafter, including shares issued upon
exercise of warrants.  No action by a shareholder is required at this time.
The issuance of the Rights has no dilutive effect, does not affect reported
earnings per share, is not taxable to the Company  or  to  you and will not
change the way in which you can presently trade the Company's shares.

          The  plan should not interfere with any merger or other  business
combination  that   is  in  the  best  interest  of  the  Company  and  its
shareholders, since the  Rights  may  be redeemed by the Board at $0.01 per
Right prior to being triggered.

          A summary of the terms of the  Shareholders  Rights  Agreement is
attached.  The summary is not complete and is qualified in its entirety  by
the  Shareholders Rights Agreement relating thereto, a copy of which can be
obtained  from  the corporate secretary of the Company.  I encourage you to
read the summary.   Although  the details of the plan are complex, its goal
is simple: to provide equitable treatment for every shareholder.


Very truly yours,


Mack Linebaugh, President