<PAGE>   1
                                                                    EXHIBIT 4.5




                         REGISTRATION RIGHTS AGREEMENT

                 REGISTRATION RIGHTS AGREEMENT (the "Agreement") entered into
and effective as of March 24, 1998 among FirstCity Financial Corporation, a
Delaware corporation (the "Company"), and Texas Commerce Shareholders Company
(the "Stockholder").


                              W I T N E S S E T H:

                 WHEREAS, the Company and the Stockholder have entered into
that certain Stock Purchase Agreement dated as of March 24, 1998 (the "Stock
Purchase Agreement"), pursuant to which the Company is issuing and selling to
the Stockholder, and the Stockholder is acquiring, forty-one thousand (41,000)
shares of Common Stock, par value $.01 per share (the "Common Stock"), of the
Company; and

                 WHEREAS, in connection with the consummation of the
transactions contemplated by the Stock Purchase Agreement, the parties hereto
have entered into this Agreement in order to define certain rights, duties and
obligations of such parties.

                 NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

                 1.  Definitions.  Except as otherwise set forth below, terms
defined in the Stock Purchase Agreement are used herein as therein defined.

                 "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in the City of Houston, Texas are
authorized by law to close.

                 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                 "Indemnified Party" has the meaning set forth in Section 6(c) 
below.

                 "Indemnifying Party" has the meaning set forth in Section 6(c)
below.

                 "Material Adverse Effect" has the meaning set forth in Section
2(d) below.
        
                 
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                 "Offering" has the meaning set forth for such term in the
Stock Purchase Agreement.

                 "Pending Matters" has the meaning set forth in Section 2 below.

                 "Registrable Securities" means the Shares and any other
securities issuable with respect to the Shares by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization; provided that

                 (1)      any Registrable Security will cease to be a
                 Registrable Security when (a) a registration statement
                 covering such Registrable Security has been declared effective
                 by the SEC and it has been disposed of pursuant to such
                 effective registration statement, (b) it is sold under
                 circumstances in which all of the applicable conditions of
                 Rule 144 or Rule 145 under the Securities Act (or any similar
                 provisions then in force) under the Securities Act are met or
                 (c) (i) it has been otherwise transferred and (ii) the Company
                 has delivered a new certificate or other evidence of ownership
                 for it not bearing the legend pertaining to the Securities Act
                 and (iii) it may be resold without subsequent registration
                 under the Securities Act;

                 (2)      with respect to any Registrable Securities shall only
                 include such Registrable Securities which any Requesting
                 Holder could not otherwise sell pursuant to Rule 144 or Rule
                 145, without restriction as a result of volume limitations,
                 whether under subsection (k) of Rule 144 or otherwise.

                 "Registration Expenses" has the meaning set forth in Section 5
below.

                 "Registration Period" has the meaning set forth in Section 2
below.

                 "Registration Statement" has the meaning set forth in Section
2 below.





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                 "Securities Act" means the Securities Act of 1933, as amended.

                 "SEC" means the Securities and Exchange Commission.

                 "Stoppage Notice" has the meaning set forth in Section 2 below.

                 2.  Registration. (a)  In the event some or all of the Shares
have not been sold in the Offering on or prior to June 30, 1998, upon the
written request of the Stockholder, the Company shall, as promptly as
reasonably practicable, file with the SEC a registration statement (the
"Registration Statement") on any form reasonably acceptable to the Stockholder
for which the Company then qualifies or which counsel for the Company shall
deem appropriate and which form shall be available for the sale of the
Registrable Securities to be registered thereunder, to permit the Stockholder
to offer and sell its Registrable Securities on a delayed or continuous basis
under Rule 415 under the Securities Act, and shall use its reasonable efforts
to cause the Registration Statement to become effective under the Securities
Act.  After the Registration Statement has been declared effective, the Company
shall use all reasonable efforts to keep the Registration Statement effective
until March 24, 1999 (the "Registration Period").

                 (b)  If at the time the Company or any of its subsidiaries
become engaged in confidential negotiations or other confidential business
activities or developments, disclosure of which may, in the good faith judgment
of the Board of Directors of the Company, materially and adversely affect the
Company or the Company's ability to pursue any such negotiations or business
activities, or the Board of Directors commences consideration of making a
registered or unregistered offering of the Company's securities for the
Company's account (such negotiations, activities, developments or prospective
offering referred to herein as "Pending Matters"), the Company may notify the
Stockholder that it is required to cease using the Registration Statement (and
the prospectus forming a part thereof) in connection with the offer and sale of
Registrable Securities (such notice a "Stoppage Notice"), and the Stockholder
shall immediately discontinue disposition of Registrable Securities pursuant to
the Registration Statement.  If the Pending Matters are publicly disclosed or
terminated or abandoned, the Company shall promptly so notify the Stockholder
who then may offer and sell Registrable Securities pursuant to the Registration
Statement





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<PAGE>   4
                 3.  Piggyback Registration Rights.  Subject to the provisions
of this Agreement, if the Company proposes to file a registration statement
under the Securities Act with respect to an offering of its Common Stock by the
Company for its own account, then the Company shall give prompt written notice
of such proposed filing to the Stockholder.  Upon the written request of the
Stockholder made within 20 days after the receipt of any such notice, except as
set forth below, the Company shall include in each such registration (a
"Piggyback Registration") all Registrable Securities requested to be included
in the registration for such offering.  The Company shall use its reasonable
efforts to cause the managing underwriter of any such proposed underwritten
offering to permit the Registrable Securities requested by the holder thereof
to be included in the registration statement for such offering ("Piggyback
Securities") on the same terms and conditions as the Company's Common Stock
included therein.  Notwithstanding the foregoing, the Company shall not be
required to include such holder's Piggyback Securities in such offering if the
managing underwriter of such proposed underwritten offering advises the Company
that in its opinion the total amount of securities, including Piggyback
Securities, exceeds the number which can be sold in such offering without
causing a material adverse effect on the price or success of such offering.  If
the managing underwriter so advises the Company, the Company will include in
such registration, to the extent of the number which the Company is so advised
can be sold in such offering without causing such a material adverse effect,
first the securities being sold by the Company, and next any other securities
pro rata among the Stockholder and any other persons who have similar rights on
the basis of the number of shares of Common Stock requested to be included in
such registration by each such person.

                 4.  Registration Procedures.  The Company will:

                 (a)  prepare and promptly file with the SEC such amendments
and supplements to the Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for the Registration Period (except as provided in the last paragraph
of this Section 4) and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the Stockholder set forth in the Registration Statement;

                 (b)  furnish to the Stockholder such number of copies of the
Registration Statement, each amendment and supplement





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<PAGE>   5
thereto (in each case including all exhibits thereto), the prospectus included
in the Registration Statement and such other documents as the Stockholder may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by the Stockholder;

                 (c)  notify the Stockholder promptly, and (if requested by the
Stockholder) confirm such notice in writing, (i) when the Registration
Statement or any post-effective amendment has become effective under the
Securities Act and applicable state law, (ii) of any request by the SEC or any
other Federal or state governmental authority for amendments or supplements to
the Registration Statement or related prospectus or for additional information,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and (v) of the happening of any
event which makes any statement made in the Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in such registration statement, prospectus or documents so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;

                 (d)  use its reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of the Registration Statement, or the
lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment;

                 (e)  use its reasonable efforts to cooperate with the
Stockholder to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not
bear any restrictive legends and shall be in a form eligible for deposit with
The Depositary Trust Company; and enable such Registrable Securities to be
registered





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in such names as the Stockholder may request at least two business days prior
to any sale of Registrable Securities;

                 (f)  use its reasonable efforts to register or qualify such
Registrable Securities as promptly as practicable under such other securities
or blue sky laws of such jurisdictions as the Stockholder reasonably (in light
of the intended plan of distribution) requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable the
Stockholder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by the Stockholder; provided that the Company will
not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph (g),
(ii) subject itself to taxation in any such jurisdiction or (iii) consent to
general service of process in any such jurisdiction;

                 (g) use its reasonable efforts to cause such Registrable
Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company to enable the Stockholder thereof to consummate the
disposition of such Registrable Securities;

                 (h)  make available to its security holders, as soon as
reasonably practicable, an earnings statement covering a period of twelve
months, beginning within three months after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act;

                 (i)  use its reasonable efforts to cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Company are then listed or quoted on any inter-dealer quotation
system on which similar securities issued by the Company are then quoted; and

                 (j)  if any event contemplated by Section 4(c)(v) above shall
occur (subject to Section 2(b) above), as promptly as practicable prepare a
supplement or amendment or post-effective amendment to the Registration
Statement or the related prospectus or any document incorporated therein by
reference or promptly file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, the prospectus will
not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading.





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<PAGE>   7
                 The Company may require the Stockholder to promptly furnish in
writing to the Company such information regarding the distribution of the
Registrable Securities as it may from time to time reasonably request and such
other information as may be legally required in connection with such
registration.  Notwithstanding anything herein to the contrary, the Company
shall have the right to exclude from the Registration Statement the Registrable
Securities if the Stockholder does not comply with the provisions of the
immediately preceding sentence.

                 The Stockholder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
4(c)(v) hereof, the Stockholder will forthwith discontinue disposition of
Registrable Securities pursuant to the Registration Statement until the
Stockholder receives copies of the supplemented or amended prospectus
contemplated by Section 4(c)(v) hereof, and, if so directed by the Company, the
Stockholder will deliver to the Company all copies, other than permanent file
copies, then in the Stockholder's possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice.

                 5.  Registration Expenses.  In connection with the
Registration Statement the Company shall pay the following registration
expenses (the "Registration Expenses"): (i) all registration and filing fees
(including, without limitation, with respect to filings to be made with the
National Association of Securities Dealers, Inc.), (ii) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), (iii) word processing, duplicating and printing
expenses, (iv) internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), (v) transfer agents', trustees', depositories', registrars' and fiscal
agents' fees, (vi) the fees and expenses incurred in connection with the
listing on an exchange or quotation on an inter-dealer quotation system of the
Registrable Securities, (vii) reasonable fees and disbursements of counsel for
the Company and customary fees and expenses for independent certified public
accountants retained by the Company and (viii) the reasonable fees and expenses
of any special experts retained by the Company in connection with such
registration.  The Company shall not be responsible for underwriting fees,
discounts and commissions and transfer taxes, if any, in respect of the
Registrable Securities or the fees and expenses of counsel or other
professionals retained by the





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Stockholder in connection with the preparation of the Registration Statement or
the disposition of Registrable Securities thereunder.

                 6.  Indemnification; Contribution.  (a)  Indemnification by
the Company.  The Company agrees to indemnify and hold harmless the
Stockholder, each Person, if any, who controls the Stockholder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
and the officers, directors, agents, general and limited partners, and
employees of the Stockholder and each such controlling person from and against
any and all losses, claims, damages, liabilities, and reasonable expenses
(including reasonable attorneys' fees and costs of investigation) directly or
indirectly arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
prospectus relating to the Registrable Securities or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
reasonable expenses arise out of, or are based upon, any such untrue statement
or omission or allegation thereof based upon information furnished in writing
to the Company by the Stockholder or on the Stockholder's behalf expressly for
use therein; and the Company will reimburse such Indemnified Party for any
legal or other expenses reasonably incurred by them in connection with
enforcing its rights hereunder or to which it is entitled to indemnity
hereunder, provided, however, that with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus, the indemnity agreement contained in this paragraph shall not apply
to the extent that any such loss, claim, damage, liability or expense results
from the fact that a current copy of the prospectus was not sent or given to
the persons asserting any such loss, claim, damage, liability or expense at or
prior to the written confirmation of the sale of the Registrable Securities
concerned to such person if it is determined that (A) it was the responsibility
of such Selling Holder to provide such person with a current copy of the
prospectus, (B) such Selling Holder was provided with a current copy of the
prospectus prior to the written confirmation of sale and (C) such current copy
of the prospectus would have cured the defect giving rise to such loss, claim,
damage, liability or expense.





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                 (b)  Indemnification by Holder of Registrable Securities.  The
Stockholder agrees to indemnify and hold harmless the Company, and each Person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and the officers, directors,
agents and employees of the Company and each such controlling Person to the
same extent as the foregoing indemnity from the Company to the Stockholder, but
only with respect to written information furnished by the Stockholder or on the
Stockholder's behalf expressly for use in the Registration Statement or
prospectus relating to the Registrable Securities.  The liability of the
Stockholder under this Section 8(b) shall be limited to the net amount of
proceeds received by the Stockholder pursuant to the sale of Registrable
Securities covered by the Registration Statement or prospectus.

                 (c)  Conduct of Indemnification Proceedings.  If any action or
proceeding (including any governmental investigation) shall be brought or
asserted against any Person entitled to indemnification under Section 8(a) or
8(b) above (an "Indemnified Party") in respect of which indemnity may be sought
from any party who has agreed to provide such indemnification under Section
8(a) or 8(b) above (an "Indemnifying Party"), the Indemnified Party shall give
prompt notice to the Indemnifying Party, provided that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 8, except to the
extent that such Indemnifying Party is materially prejudiced by such failure to
give notice.  The Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all reasonable expenses of such defense.
Such Indemnified Party shall have the right to employ separate counsel in any
such action or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (i) the Indemnifying Party has agreed to pay such fees and
expenses or (ii) the Indemnifying Party fails promptly to assume the defense of
such action or proceeding or fails to employ counsel reasonably satisfactory to
such Indemnified Party or (iii) the named parties to any such action or
proceeding (including any impleaded parties) include both such Indemnified
Party and Indemnifying Party (or an Affiliate of the Indemnifying Party), and
such Indemnified Party shall have been advised by counsel that there is a
conflict of interest, or a conflict of interest may reasonably be anticipated
to arise, on the part of counsel employed by the Indemnifying Party to
represent such Indemnified Party (in which case, if such Indemnified Party
notifies the





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Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of such action or proceeding on behalf of such
Indemnified Party).  Notwithstanding the foregoing, the Indemnifying Party
shall not, in connection with any one such action or proceeding or separate but
substantially similar related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable at any
time for the fees and expenses of more than one separate firm of attorneys
(together in each case with appropriate local counsel).  The Indemnifying Party
shall not be liable for any settlement of any such action or proceeding
effected without its written consent (which consent will not be unreasonably
withheld), but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such action or proceeding, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Party from and against
any loss or liability (to the extent stated above) by reason of such settlement
or judgment.  The Indemnifying Party shall not consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release, in form and substance satisfactory to the Indemnified Party, from all
liability in respect of such action or proceeding for which such Indemnified
Party would be entitled to indemnification hereunder.

                 (d)  Contribution.  If the indemnification provided for in
this Section 8 is unavailable to the Indemnified Parties in respect of any
losses, claims, damages, liabilities, expenses or judgments referred to herein,
then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages, liabilities, expenses and
judgments as between the Company on the one hand and the Stockholder on the
other, in such proportion as is appropriate to reflect the relative fault of
the Company and of the Stockholder in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations.  The
relative fault of the Company on the one hand and the Stockholder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.





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                 The Company and the Stockholder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages, liabilities or judgments
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim.  Notwithstanding the provisions of this
Section 8(d), the Stockholder shall not be required to contribute any amount in
excess of the amount by which the net amount of proceeds received by the
Purchaser pursuant to the sale of Shares in the applicable offering exceeds the
amount of any damages which the Stockholder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                 (e)  Survival.  This Section 6 shall survive the sale of
Shares pursuant to any offering thereof.

                 7.  Miscellaneous. (a)  Rule 144 etc.  The Company will file
the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Commission
thereunder, and will take such further action the Stockholder may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, or (ii) any
successor rule or regulation hereafter adopted by the Commission.  Upon the
request of the Stockholder, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

                 (b)  Amendment.  Any provision of this Agreement may be
altered, supplemented, amended, or waived only by the written consent of each
of the parties hereto.

                 (c)  Specific Performance.  The parties hereto recognize that
the obligations imposed on them in this Agreement are special, unique, and of
extraordinary character, and that in the event of breach by any party, damages
will be an insufficient





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remedy; consequently, it is agreed that the parties may have specific
performance and injunctive relief (in addition to damages) as a remedy for the
enforcement hereof, without proving damages.

                 (d)  Assignment.  Except as otherwise expressly provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto.  Any purported assignment made in violation of this Section 10(d) shall
be void and of no force and effect.

                 (e)  Notices.  Any and all notices, designations, consents,
offers, acceptances, or other communications provided for herein (each a
"Notice") shall be given in writing by overnight courier, telegram, or telecopy
(with receipt confirmed) which shall be addressed, or sent, to the respective
addresses as follows (or such other address as any party may specify to the
Company and all other parties by Notice):


The Company:

                 FirstCity Financial Corporation
                 6400 Imperial Drive
                 Waco, Texas 76712
                 Attn: President
                 Telecopy Number: (254) 751-7648

         Copy to:

                 Weil, Gotshal & Manges LLP
                 700 Louisiana, Suite 1600
                 Houston, Texas 77002
                 Attention: Steven D. Rubin
                 Telecopy Number: (713) 224-9511

If to the Stockholder Parties, to:


                 Texas Commerce Shareholders, Inc.
                 717 Travis, 6th Floor
                 Houston, TX 77002
                 Attention:  Bob Salcetti
                 Telephone:  (713) 216-5367
                 Facsimile:  (713) 216-2082




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<PAGE>   13
                 with a copy to:

                 Liddell Sapp Zivley Hill & LaBoon LLP
                 3500 Chase Tower
                 Houston, Texas 77002
                 Attention:  Marcus A. Watts
                 Telephone:  (713) 226-1408
                 Facsimile:  (713) 223-3717

All Notices shall be deemed effective and received (a) if given by telecopy,
when such telecopy is transmitted to the telecopy number specified above and
receipt thereof is confirmed; (b) if given by overnight courier, on the
business day immediately following the day on which such Notice is delivered to
a reputable overnight courier service; or (c) if given by telegram, when such
Notice is delivered at the address specified above.  No party shall be entitled
to receive a Notice hereunder (or a copy of a Notice delivered to the Company)
if, at the time such Notice is to be sent, such party (including its Affiliates
and the employees of such party and its Affiliates) no longer owns any
Registrable Securities.

                 (f)  Counterparts.  This Agreement may be executed in two or
more counterparts and each counterpart shall be deemed to be an original and
which counterparts together shall constitute one and the same agreement of the
parties hereto.

                 (g)  Section Headings.  Headings contained in this Agreement
are inserted only as a matter of convenience and in no way define, limit, or
extend the scope or intent of this Agreement or any provisions hereof.

                 (h) No Punitive Damages; Waiver of Jury Trial; Prevailing
Party's Fees and Expenses.  The parties hereto agree to waive any and all
rights to request or receive punitive damages in connection with any action or
proceeding related to the subject matter of this Agreement.  The parties hereto
waive all right to trial by jury in any action or proceeding to enforce or
defend any rights under this Registration Rights Agreement.  The substantially
prevailing party in any action or proceeding relating to this Agreement shall
be entitled to receive an award of, and to recover from any non-prevailing
party, any fees or expenses incurred by him or it (including, without
limitation, fees and disbursements of such prevailing party's counsel) in
connection with any such action or proceeding.





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                 (i)  Choice of Law. This Agreement will be governed by and
construed and enforced in accordance with the laws of the State of Texas
(without regard to the principles of conflicts of law) applicable to a contract
executed and to be performed in such state.  Each of the parties hereto agrees
that service of process on any party in any such action shall be effective if
made by registered or certified mail addressed to such party at the address
specified herein, or to any party hereto at such other addresses as it or he
may from time to time specify to the other parties in writing for such purpose.

                 (j)  Entire Agreement.  This Agreement contains the entire
understanding of the parties hereto respecting the subject matter hereof and
supersedes all prior agreements, discussions and understandings with respect
thereto.

                 (k)  Severability.  If any term, provision, covenant, or
restriction of this Agreement is held by a court of competent jurisdiction 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.

                 (l)  Termination.  This Agreement shall terminate on March 25,
1998; provided that Section 6 shall survive any termination hereof.

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                 IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Registration Rights Agreement as of the date first above
written.

                             FirstCity Financial Corporation


                             By: /s/  MATT LANDRY, JR.
                                --------------------------------------
                             Name:  Matt Landry, Jr.
                                  ------------------------------------
                             Title: Executive Vice President 
                                   -----------------------------------


                             TEXAS COMMERCE SHAREHOLDERS COMPANY


                             By: /s/  KENNETH TILTON  
                                --------------------------------------
                             Name:  Kenneth Tilton 
                                  ------------------------------------
                             Title:                                   
                                   -----------------------------------






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