<PAGE>   1
                                                                       EXHIBIT 3


                                         ISSUANCE DATE: 03/19/2001
       SECRETARY OF STATE                REQUEST NUMBER: 01078579
   DIVISION OF BUSINESS SERVICES
     312 EIGHTH AVENUE NORTH             CHARTER/QUALIFICATION DATE: 12/13/1995
6TH FLOOR, WILLIAM R. SNODGRASS TOWER    STATUS: ACTIVE
   NASHVILLE, TENNESSEE 37243            CORPORATE EXPIRATION DATE: PERPETUAL
                                         CONTROL NUMBER: 0304178
                                         JURISDICTION: TENNESSEE



TO:                                      REQUESTED BY:
GERRISH & MCCREARY, PC                   GERRISH & MCCREARY, PC
222 2ND AVE N                            222 2ND AVE N
SUITE 424                                SUITE 424
NASHVILLE, TN 37201                      NASHVILLE, TN 37201



I, RILEY C DARNELL, SECRETARY OF STATE OF THE STATE OF TENNESSEE DO HEREBY
CERTIFY THAT
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                       "COMMUNITY FINANCIAL GROUP, INC."
-----------------------------------------------------------------------------
WAS INCORPORATED OR QUALIFIED TO DO BUSINESS IN THE STATE OF TENNESSEE ON THE
ABOVE DATE, AND THAT THE ATTACHED DOCUMENT(S) WAS/WERE FILED IN OFFICE ON THE
DATE(S) AS BELOW INDICATED:

REFERENCE       DATE FILED     FILING TYPE              FILING ACTION
 NUMBER                                      NAE DUR STK PRN OFC AGT INC MAL FYC
3085-0004      12/13/1995     CHART-PROFIT
3167-0766      04/30/1996     SHARE EXCHANGE
3511-2620      05/18/1998     AMEND-CHARTER














------------------------------------------------------------------------------
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FOR: REQUEST FOR COPIES                                      ON DATE: 03/19/01

                                                               FEES
FROM:                                             RECEIVED:    $20.00    $0.00
GERRISH & MCCREARY (BOX 242120/MEMPHIS)
P.O. BOX 242120                                TOTAL PAYMENT RECEIVED:  $20.00

MEMPHIS, TN 38124-2120                             RECEIPT NUMBER: 00002831537
                                                   ACCOUNT NUMBER: 00076109



       [SEAL]                                        /S/ RILEY C. DARNELL


        SS-4458                                         RILEY C. DARNELL
                                                        SECRETARY OF STATE
<PAGE>   2

                                    CHARTER
                                       OF
                        COMMUNITY FINANCIAL GROUP, INC.




The undersigned acting as the incorporator of a corporation under the Tennessee
Business Corporation Act, adopts the following Charter for such corporation:


1.  The name of the Corporation is:

                        COMMUNITY FINANCIAL GROUP, INC.

2.  The maximum number of shares which the Corporation shall have the authority
    to issue is 50,000,000 shares, having a par value of $6.00 per share, which
    shares shall contain preemptive rights. There is no preemptive right with
    respect to:

    (a)  Shares issued as compensation to directors, officers, agents,
         employees, or vendors of the corporation, its subsidiaries or
         affiliates;

    (b)  Shares issued to satisfy conversion, option, or warrant rights created
         to provide compensation to directors, officers, agents, employees, or
         vendors of the corporation, its subsidiaries or affiliates, or sold to
         shareholders purchasing such rights in connection with the purchase of
         shares from the Corporation;

    (c)  Shares sold otherwise than for money; or

    (d)  Shares sold to directors to meet the requirement of Article 7 below.

3.  The Corporation's initial registered office is 401 Church Street,
    Nashville, Tennessee 37219, which is located in Davidson County, Tennessee,
    and its initial registered agent at that office is Anne J. Cheatham.

4.  The address of the principal office of the Corporation shall be 401 Church
    Street, Nashville, Tennessee 37219.

5.  The Corporation is for profit.

                                       1











<PAGE>   3
6.   The purpose for which the Corporation is organized is to operate as a
     registered bank holding company under the Bank Holding Company Act of 1956,
     as amended, and with all other corporate powers permitted to Tennessee
     corporations under the Tennessee Business Corporation Act not specifically
     prohibited to such banking corporations.

7.   The property, affairs and business of the Corporation shall be managed by a
     Board of Directors. The number of directors shall be as specified in the
     Bylaws of the Corporation. The directors shall be elected by the
     shareholders at the annual meeting of the shareholders and each director
     shall be elected for a term of one (1) year or until his successor shall be
     elected and shall qualify. A director need not be a shareholder in order to
     be elected to the Board of Directors but shall purchase and continue to own
     at least ten (10) shares of Common Stock within 90 days of election or
     appointment.

     In furtherance and not in limitation of the powers conferred by the laws of
     the State of Tennessee, the Board of Directors is expressly authorized and
     empowered:

     (a)  To make, alter, amend and repeal the Bylaws, subject to the power of
          the shareholders to alter or repeal the Bylaws made by the Board of
          Directors;

     (b)  To authorize and issue, without shareholder consent, obligations of
          the Corporation, secured and unsecured, under such terms and
          conditions as the Board in its sole discretion may determine, and to
          pledge or mortgage as security therefor any real or personal property
          of the Corporation, including after acquired property;

     (c)  To determine whether any and, if so, what part of the earned surplus
          of the Corporation in compliance with applicable law shall be paid in
          dividends to the shareholders, and to direct and determine other use
          and disposition of any such earned surplus;

     (d)  To establish bonus, profit sharing, stock option, or other types of
          incentive compensation plans for the employees, including officers and
          directors of the Corporation; to fix the amount of profits to be
          shared or distributed; and to determine the persons who participate in
          any such plans and the amount of their respective participations;

     (e)  To designate by resolution or resolutions passed by a majority of the
          whole Board one or more committees, each consisting of two (2) or more
          directors, which, to the extent permitted by law and authorized by the
          resolution or the Bylaws, shall have and may exercise the powers of
          the Board;



                                       2
<PAGE>   4
    (f)  To elect such officers as the Board may deem necessary, who shall have
         such authority and perform such duties as may be prescribed from time
         to time by the Board;

    (g)  To provide for the reasonable compensation of its own members in the
         Bylaws and to fix their terms and conditions upon which such
         compensation will be paid;

    (h)  In addition to the powers and authority hereinbefore or by statute
         expressly conferred upon it, the Board of Directors may exercise all
         such powers and do all such acts and things as may be exercised or done
         by the Corporation, subject nevertheless to the provisions of the laws
         of the State of Tennessee, this Charter, and the Bylaws of the
         Corporation.

8.  The shareholders may adopt or amend a bylaw that fixes a greater quorum or
    voting requirement for shareholders (or voting groups of shareholders) than
    is required by law.

9.  Liability.

    (a)  To the fullest extent that the law of the State of Tennessee as it
         exists on the date hereof or as it may hereafter be amended permits the
         limitation or elimination of the liability of directors, no director of
         the Corporation shall be personally liable to the Corporation or its
         shareholders for monetary damages for breach of fiduciary duty as a
         director.

    (b)  The Corporation shall have the power to indemnify any director,
         officer, employee, agent of the Corporation, or any other person who
         is serving at the request of the Corporation in any such capacity with
         another corporation, partnership, joint venture, trust, or other
         enterprises to the fullest extent permitted by the law of the State of
         Tennessee as it exists on the date hereof or as it may hereafter be
         amended, and any such indemnification may continue as to any person who
         has ceased to be a director, officer, employee, or agent and may inure
         to the benefit of the heirs, executors, and administrators of such a
         person.

    (c)  If the Tennessee Business Corporation Act is amended after approval of
         the Article to authorize corporate action, further eliminating or
         limiting the personal liability of directors, then the liability of a
         director of the Corporation shall be eliminated or limited to the
         fullest extent permitted by the Tennessee Business Corporation Act, as
         so amended.

10. Any or all of the directors of the Corporation may be removed for cause by a
    vote of a majority of the entire Board of Directors. "Cause" shall include,
    but not be limited to, a director willfully or without reasonable cause
    being absent from any regular or special meeting for the purpose of
    obstructing or hindering the business of the Corporation.


                                       3




<PAGE>   5

     The private property of the shareholders shall not be subject to the
     payment of any corporate debts to any extent whatever.

12.  The Corporation's corporate existence shall begin when the Charter is filed
     by the Tennessee Secretary of State.

13.  (a)  In addition to the requirements of the provisions of any series of
          preferred stock which may be outstanding, and whether or not a vote of
          the shareholders is otherwise required, the affirmative vote of the
          holders of not less than seventy percent (70%) of the Voting Stock
          shall be required for the approval or authorization of any Business
          Transaction with a Related Person, or any Business Transaction in
          which a Related Person has an interest (other than only a
          proportionate interest as a shareholder of the corporation, provided,
          however, that the seventy percent (70%) voting requirement shall not
          be applicable if (i) the Business Transaction is Duly Approved by the
          Continuing Directors, or (ii) all of the following conditions are
          satisfied:

          (A)  the aggregate amount of cash and the fair market value of the
               property, securities or other consideration to be received per
               share (on the date of effectiveness of such Business Transaction)
               by holders of stock of the corporation (other than such Related
               Person) in connection with such Business Transaction is at least
               equal in value to such Related Person's Highest Common Stock
               Purchase Price;

          (B)  the consideration to be received by holders of stock of the
               corporation in connection with such Business Transaction is in
               (a) cash or (b) if the majority of the shares of any particular
               class or series of stock of the corporation as to which the
               Related Person is the Beneficial Owner shall have been acquired
               for a consideration in a form other than cash, in the same form
               of consideration used by the Related Person to acquire the
               largest number of shares of such class or series;

          (C)  after such Related Person has become a Related Person and prior
               to the consummation of such Business Transaction, such Related
               Person shall not have become the Beneficial Owner of any
               additional shares of stock of the corporation or securities
               convertible into stock of the corporation, except (a) as a part
               of the transaction which resulted in such Related Person becoming
               a Related Person or (b) as a result of a pro rata stock dividend
               or stock split;

          (D)  prior to the consummation of such Business Transaction, such
               Related Person shall not have, directly or indirectly, except as
               Duly Approved by the Continuing Directors (a) received the
               benefit (other than only a


                                       4







<PAGE>   6
         proportionate benefit as a shareholder of the corporation) of any
         loans, advances, guarantees, pledges or other financial assistance or
         tax credits or tax advantages provided by the corporation or any of its
         subsidiaries, (b) caused any material change in the corporation
         business or equity capital structure, including, without limitation,
         the issuance of shares of capital stock of the corporation or (c)
         caused the corporation to fail to declare and pay at the regular date
         therefor quarterly cash dividends on the outstanding stock on a per
         share basis at least equal to the cash dividends being paid thereon by
         the corporation immediately prior to the date on which the Related
         Person became a Related Person; and

    (E)  a proxy or information statement describing the proposed Business
         Transaction and substantially complying with the requirements of the
         Securities Exchange Act of 1934, as amended (the "Act"), and the rules
         and regulations thereunder (or any subsequent provisions replacing such
         Act, rules or regulations) shall be mailed to holders of Voting Stock
         of the corporation at least 20 days prior to the consummation of such
         Business Transaction (whether or not such proxy or information
         statement is required to be mailed pursuant to such Act or subsequent
         provisions).

(b) For the purpose of this Paragraph 13:

    (i)  The term "Business Transaction" shall mean (A) any merger, share
         exchange or consolidation involving the corporation or a subsidiary of
         the corporation, (B) any sale, lease, exchange, transfer or other
         disposition (in one transaction or a series of related transactions),
         including, without limitation, a mortgage, pledge or any other security
         device, of all or any Substantial Part of the assets either of the
         corporation or of a subsidiary of the corporation, (C) any sale, lease,
         exchange, transfer or other disposition (in one transaction or a series
         of related transactions) of all or any Substantial Part of the assets
         of any entity to the corporation or a subsidiary of the corporation,
         (D) the issuance, sale, exchange, transfer or other disposition (in one
         transaction or a series of related transactions) by the corporation or
         a subsidiary of the corporation of any securities of the corporation or
         any subsidiary of the corporation in exchange for cash, securities or
         other property, or a combination thereof, having an aggregate fair
         market value of $1,000,000 or more, (E) any merger, share exchange or
         consolidation of the corporation with any of its subsidiaries or any
         similar transaction in which the corporation is not the survivor and
         the charter of the consolidated or surviving corporation does not
         contain provisions substantially similar to those in this Paragraph 13,
         (F) any recapitalization or reorganization of the Corporation or any
         reclassification of the securities of the corporation (including,
         without limitation, any

                                       5

<PAGE>   7
         reverse stock split) or other transaction that would have the effect of
         increasing the voting power of a Related Person or reducing the number
         of shares of each class of voting securities outstanding, (G) any
         liquidation, spinoff, split off, split up or dissolution of the
         corporation, and (H) any agreement, contract or other arrangement
         providing for any of the transactions described in this definition of
         Business Transaction or having a similar purpose or effect.

   (ii)  The term "Related Person" shall mean and include (A) any
         individual, corporation, partnership, group, association or other
         person or entity which, together with its Affiliates and Associates, is
         the Beneficial Owner of not less than twenty-five percent (25%) of the
         voting power of the Common Stock or was the Beneficial Owner of not
         less than twenty-five percent (25%) of the voting power of the Common
         Stock (X) at the time of the definitive agreement providing for the
         Business Transaction (including any amendment thereof) was entered
         into, (Y) at the time a resolution approving the Business Transaction
         was adopted by the Board of Directors of the corporation or (Z) as of
         the record date for the determination of shareholders entitled to
         notice of and to vote on, or consent to, the Business Transaction, and
         (B) any Affiliate or Associate of any such individual, corporation,
         partnership, group, association or other person or entity; provided,
         however, and notwithstanding anything in the foregoing to the contrary,
         the term "Related Person" shall not include the corporation, a
         wholly-owned subsidiary of the corporation, any employee stock
         ownership or other employee benefit plan of the corporation or any
         wholly-owned subsidiary of the corporation, or any trustee of, or
         fiduciary with respect to, any such plan when acting in such capacity.

  (iii)  The term "Beneficial Owner" shall be defined by reference to
         Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as
         of January 1, 1989; provided, however, that any individual,
         corporation, partnership, group, association or other person or entity
         which has the right to acquire any Common Stock at any time in the
         future, whether such right is contingent or absolute, pursuant to any
         agreement, arrangement or understanding or upon exercise of conversion
         rights, warrants or options, or otherwise, shall be deemed the
         Beneficial Owner of such Common Stock.

                                       6
<PAGE>   8
     (iv)  The term "Highest Common Stock Purchase Price" shall mean the
           greater of the following:

           (A)  the highest amount of consideration paid by such Related
                Person for a share of Common Stock of the operations (including
                any brokerage commissions, transfers taxes and soliciting
                dealers' fees) in the transaction which resulted in such
                Related Person becoming a Related Person or within two years
                prior to the first public announcement of the Business
                Transaction (the "Announcement Date"), whichever is higher
                provided, however, that the Highest Common Stock Purchase Price
                calculated under this subsection (A) shall be approximately
                adjusted to reflect the occurrence of any reclassification,
                recapitalization, stock split, reverse stock split or other
                similar corporate readjustment in the number of outstanding
                shares of common stock of the corporation between the last date
                upon which such Related Person paid the Highest Common Stock
                Purchase Price to the effective date of the merger, share
                exchange or consolidation or the date of distribution to
                shareholders of the corporation of the proceeds from the sale
                of substantially all of the assets of the corporation referred
                to in subparagraph (A) of Section (a)(ii) of this Paragraph 13;

           (B)  the Fair Market Value per share of the respective classes and
                series of stock of the corporation on the Announcement Date;

           (C)  the Fair Market Value per share of the respective classes and
                series of stock of the date that the Related Person becomes a
                Related Person;

           (D)  if applicable, the Fair market Value per share determined
                pursuant to subsection (b)(iv)(B) or (C), whichever is higher,
                multiplied by the ration of (i) the highest price per share
                (including any brokerage commissions, transfer taxes or
                soliciting dealers' fees and adjusted for any subsequent stock
                dividends, splits, combinations, recapitalizations,
                reclassifications, or other such reorganizations) paid to
                acquire any shares of such respective classes and series
                Beneficially Owned by the Related Person within the two years
                prior to the Announcement Date to (ii) the Fair Market Value
                per share (adjusted for any subsequent stock dividends, splits,
                combinations, recapitalizations, reclassifications


                                       7
<PAGE>   9
                   or other such reorganizations) of shares of such respective
                   classes and series on the first day in the two-year period
                   ending on the Announcement Date on which such Shares
                   Beneficially Owned by the Related Person were acquired; or

              (E)  the amount per share of any preferential payment to which
                   holders of shares of such respective classes and series are
                   entitled in the event of liquidation, dissolution or winding
                   up of the corporation.

      (v)     The term "Substantial Part" shall mean more than twenty percent
              (20%) of the total assets of the entity in question, as reflected
              on the most recent consolidated balance sheet of such entity
              existing at the time the shareholders of the corporation would be
              required to approve or authorize the Business Transaction
              involving the assets constituting any such Substantial Part.


      (vi)    In the event of a merger in which the corporation is the surviving
              corporation, for the purpose of subparagraph (A) of Section
              (a)(ii) of this Paragraph 13, the phrase "property, securities or
              other consideration to be received" shall include, without
              limitation, common stock of the corporation retained by its
              shareholders (other than such Related Person).

      (vii)   The term "Voting Stock" shall mean all outstanding shares of
              capital stock of the corporation whose holders are present at a
              meeting of shareholders, in person or by proxy, and which entitle
              their holders to vote generally in the election of directors,
              considered for the purpose of this Paragraph 13 as one class.

      (viii)  The term "Preferred Stock" shall mean each class or series of
              capital stock which may from time to time be authorized and is not
              designated as "Common Stock".


      (ix)    The term "Continuing Director" shall mean a director who either
              was a member of the initial Board of Directors of the corporation
              or who became a director of the corporation subsequent to such
              date and whose election, or nomination for election by the
              corporation subsequent to such date and whose election, or
              nomination for election by the corporation shareholders, was Duly
              Approved by the Continuing Directors then on the Board, either by
              specific vote or by approval of the proxy statement issued by the
              corporation on behalf of the Board of Directors in which such
              person is named as nominee for director; provided, however, that
              in no


                                       8






<PAGE>   10

              event shall a director be considered a "Continuing Director" if
              such director is a Related Person and the Business Transaction to
              be voted upon is with such Related Person or is one in which such
              Related Person has an interest (other than only a proportionate
              interest as a shareholder of the corporation).


      (x)     The term "Duly Approved by the Continuing Directors" shall mean an
              action approved by the vote of at least a majority of the
              Continuing Directors in favor of such action would be insufficient
              to constitute an act of the Board of Directors (if a vote by the
              entire Board of Directors were to have been taken), then such term
              shall mean an action approved by the unanimous vote of the
              Continuing Directors so long as there are at least three (3)
              Continuing Directors on the Board at the time of such unanimous
              vote.


      (xi)    The term "Affiliate", used to indicate a relationship to a
              specified person, shall mean a person that directly, or indirectly
              through one or more intermediaries, controls, or is controlled by,
              or is under common control with, such specified person.


      (xii)   The term "Associate", used to indicate a relationship with a
              specified person, shall mean (A) any corporation, partnership or
              other organization of which such specified person is an officer or
              partner (B) any trust or other state in which such specified
              person serves as trustee or in a similar fiduciary capacity, (C)
              any relative or spouse of such specified person, or any relative
              of such spouse, who has the same home as such specified person or
              who is a director or officer of the corporation or any of its
              subsidiaries and (D) any person who is a director, officer or
              partner of such specified person or of any corporation (other than
              the corporation or any wholly-owned subsidiary of the
              corporation), partnership or other entity which is an Affiliate of
              such specified person.


      (xiii)  The term "Fair Market Value", in the case of stock, means the
              highest closing sale price during the 30-day period immediately
              preceding the date in question of a share of such stock on the
              Composite Tape for New York Stock Exchange-Listed Stocks, or, if
              such stock is not quoted on the Composite Tape, on the New York
              Stock Exchange, or, if such stock is not listed on such Exchange,
              on the principal United States securities exchange registered
              under the Securities Exchange Act of 1934 on which such stock is
              listed, or, if such stock is not listed on any such exchange, the
              highest closing bid quotation with respect to a share of such
              stock during the 30-day period preceding the date in question on
              the National


                                       9

<PAGE>   11
           Association of Securities Dealers, Inc., Automated Quotations
           Systems or any system then in use, or if no such quotations are
           available, the fair market value on the date in question of a share
           of such stock as determined by a majority of the Continuing
           Directors in good faith.

(c)  For the purpose of this Paragraph 13, so long as Continuing
     Directors constitute at least two-thirds (2/3) of the entire Board of
     Directors, the Board of Directors shall have the power to make a good
     faith determination, on the basis of information known to them, of: (i)
     the number of shares of Voting Stock of which any person is the Beneficial
     Owner, (ii) whether a person is a Related Person or is an Affiliate or
     Associate of another, (iii) whether a person has an arrangement, agreement
     or understanding with another as to the matters referred to in the
     definition of Beneficial Owner herein, (iv) whether the assets subject to
     any Business Transaction constitute a Substantial Part, (v) whether any
     Business Transaction is with a Related Person or is one in which a Related
     Person has an interest (other than only a proportionate interest as a
     shareholder of the corporation), (vi) whether a Related Person has,
     directly or indirectly, received the benefits or caused any of the changes
     referred to in subparagraph (D) of Section (a)(ii) of this Paragraph 13,
     (vii) the fair market value of any consideration to be received in a
     Business Transaction and (viii) such other matters with respect to which a
     determination is required under this Paragraph 13; and such determination
     by the Board of Directors shall be conclusive and binding for all purposes
     of this Paragraph 13.

(d)  Nothing contained in the Paragraph 13 shall be construed to relieve any
     Related Person of any fiduciary obligation imposed by law.

(e)  The fact that any Business Transaction complies with the provisions of
     Section (a) of this Paragraph 13 shall not be construed to impose any
     fiduciary duty, obligation or responsibility on the Board of Directors, or
     any member thereof, to approve such Business Transaction or recommended
     its adoption or approval to the shareholders of the corporation.

(f)  Notwithstanding any other provisions of this Charter or the Bylaws of the
     corporation (and notwithstanding that a lesser percentage may be specified
     by law), the provisions of this Paragraph 13 may not be repealed or
     amended, directly or indirectly in any respect, unless such action is
     approved by the affirmative vote of the holders of not less than seventy
     percent (70%) of the Voting Stock.


                                      10
<PAGE>   12
14.  Whenever the Board of Directors or the shareholders of the Corporation are
     required or permitted to take any action by vote, such action may be taken
     without a meeting on written content setting forth the action so taken,
     signed by all of the Directors or shareholders entitled to vote thereon.

15.  The provisions of this Charter of Incorporation may be amended, altered,
     or repealed from time to time to the extent, and in the manner prescribed
     by the laws of the State of Tennessee, and any additional provisions so
     authorized may be added. All rights herein conferred on the directors,
     officers, and shareholders are granted subject to this reservation.


Dated: December 13, 1995                    /s/ Mack S. Linebaugh, Jr.
                                            ------------------------------------
                                            Mack S. Linebaugh, Jr., Incorporator


                                       11
<PAGE>   13
                           ARTICLES OF SHARE EXCHANGE
                                       OF
                             THE BANK OF NASHVILLE
                                      AND
                        COMMUNITY FINANCIAL GROUP, INC.

Pursuant to the provisions of Section 48-21-107 of the Tennessee Business
Corporation Act, the undersigned corporations adopt the following Articles of
Share Exchange for the purpose of engaging in a share exchange:

      1.  The attached Agreement and Plan of Exchange, which serves as the plan
          of share exchange, was approved by each of the undersigned
          corporations in the manner prescribed by the Tennessee Business
          Corporation Act.

      2.  The Agreement and Plan of Exchange was approved by at least a majority
          of The Bank of Nashville Board of Directors at a meeting held on
          December 19, 1995. The Agreement and Plan of Exchange was approved by
          the holders of a majority of the outstanding capital stock of The Bank
          of Nashville at the Annual Meeting of Shareholders held on April 16,
          1996.

      3.  The Agreement and Plan of Exchange was approved by at least a majority
          of the Community Financial Group, Inc. Board of Directors at a meeting
          held on December 19, 1995. Pursuant to Section 48-21-104(h) of the
          Tennessee Business Corporation Act, the approval of the Shareholders
          is not required.

      4.  Upon the filing of these Articles of Share Exchange with the Secretary
          of State, the Share Exchange is to be effective as of the close of
          business April 30, 1996.

Dated April 22, 1996

                                         THE BANK OF NASHVILLE


                                         By: /s/ Mack S. Linebaugh, Jr.
                                             -----------------------------
                                             Mack S. Linebaugh, Jr.,
                                             Chairman, President and Chief
                                             Executive Officer


                                         COMMUNITY FINANCIAL GROUP, INC.


                                         By: /s/ Mack S. Linebaugh, Jr.
                                             -----------------------------
                                             Mack S. Linebaugh, Jr.,
                                             Chairman, President and Chief
                                             Executive Officer

Approved for registration on April 29, 1996.


/s/
--------------------------------------
Commissioner of Financial Institutions


<PAGE>   14


                         AGREEMENT AND PLAN OF EXCHANGE



THIS AGREEMENT AND PLAN OF EXCHANGE, dated as of the 19th day of December, 1995,
by and between The Bank of Nashville located in Nashville, Tennessee ("Bank")
and Community Financial Group, Inc. located in Nashville, Tennessee ("Holding
Company").

                                   RECITALS:

The parties acknowledge the following to be true and correct:

A.  The Bank is a state bank duly organized under Sections 45-2-201, et seq. of
    the Tennessee Code Annotated and has its principal office and place of
    business in Nashville, Davidson County, Tennessee.

B.  On September 30, 1995 the Bank had outstanding capital stock of $13,147,000
    divided into 2,191,097 shares of common capital stock of a par value of
    $6.00 each, additional paid-in capital of $8,498,000 and undivided profits
    of $(2,439,000) and,

C.  On September 30, 1995, the Bank had 4,744,927 outstanding warrants
    exercisable for the purchase of common capital stock at $12.50 per share
    until December 31, 1998, (the "Warrants");

D.  The Holding Company is a corporation duly organized under the laws of the
    State of Tennessee, having its principal place of business in Nashville,
    Davidson County, Tennessee, and as of the effective date of the exchange the
    Holding Company will have authorized and unissued 50,000,000 shares of
    common stock of a par value of $6.00 each; and,

E.  A majority of the entire Board of Directors of the Bank and a majority of
    the entire Board of Directors of the Holding Company, respectively, have
    approved this Agreement and Plan of Exchange and authorized its execution.

In consideration of the premises, the Bank and the Holding Company hereby enter
into this Agreement and Plan of Exchange and prescribe the terms and conditions
of the exchange (the "Exchange") of all the issued and outstanding shares of
stock of the Bank for shares of stock of the Holding Company to be issued, and
the change or exchange of all issued and outstanding Warrants of the Bank for
Warrants of the Holding Company to be issued, and the mode of carrying it into
effect as follows:


                                      -1-
<PAGE>   15
                                   ARTICLE I


Section 1.0. At the time when the Exchange shall become effective each one (1)
issued and outstanding share of stock of the Bank shall be exchanged for one (1)
share of stock of the Holding Company, and each one (1) issued and outstanding
Warrant of the Bank shall be changed or exchanged for one (1) Warrant of the
Holding Company pursuant to the provisions of and with the effect provided in
Sections 48-21-101 et seq. of the Tennessee Code Annotated, as amended. As a
result of the Exchange, the Holding Company shall become the sole shareholder of
the Bank.

                                   ARTICLE II


Section 2.0. When the Exchange shall have been effected, the Bank and the
Holding Company shall remain separate and distinct entities.

Section 2.1. Upon the Exchange becoming effective, the name of the Bank shall
remain The Bank of Nashville and the head office and established and authorized
branches of the Bank shall remain as such.

Section 2.2. Upon the Exchange becoming effective, all the members of the Board
of Directors of the Bank shall continue to be Directors of the Bank. Such
directors shall serve until the next annual meeting of the stockholders.

Section 2.3. Upon the Exchange becoming effective, the Officers of the Bank
shall consist of all the persons who are officers of the Bank as of the date of
the execution of this Agreement and Plan of Exchange, including any changes in
officers immediately before the Exchange becomes effective.

Section 2.4. Upon the Exchange becoming effective, the Charter of the Bank and
all amendments thereto shall be as they exist immediately prior to the Exchange
becoming effective.

Section 2.5. Upon the Exchange becoming effective, the Bylaws of the Bank and
all amendments thereto shall be as they exist immediately prior to the Exchange
becoming effective until the same shall be altered, amended, or repealed as
therein provided.

Section 2.6. The amount and number of shares of the authorized capital stock of
the Bank, and the par value thereof outstanding immediately before the Exchange
becomes effective shall remain the same after the Exchange shall become
effective with the effect that the amount and number of shares of the capital
stock of the Bank outstanding upon completion of the Exchange shall be equal to
the amount and number of shares of the capital stock of the Bank outstanding
immediately before the Exchange. No preferred stock of


                                      -2-


<PAGE>   16
the Holding Company or Bank is to be issued. The additional paid-in capital and
the Undivided Profits Account of the Bank as they exist immediately before the
Exchange becomes effective shall remain the same after the Exchange shall become
effective.

Section 2.7. Any shareholder of the Bank who properly dissents from the
Agreement and Plan of Exchange shall have the rights of a "dissenting
stockholder" as set forth in Tennessee Code Annotated ss. 48-23-101 et seq.

                                  ARTICLE III


Section 3.0. Upon and by reason of the Exchange becoming effective:

a.  Each share of capital stock of the Bank shall, ipso facto and without any
    action on the part of the holder thereof, be converted into the right to
    receive one (1) share of capital stock of the Holding Company pursuant to
    subsection b, below.

    Each holder of capital stock of the Bank shall cease to be a shareholder of
    the Bank and the ownership of all shares of the issued and outstanding
    capital stock of the Bank shall thereupon vest in the Holding Company as the
    acquiring person automatically.

b.  The Holding company shall issue one (1) share of stock of the Holding
    Company for each one (1) share of stock of the Bank properly endorsed and
    surrendered to the Holding Company by each such shareholder.

c.  Each Warrant issued by the Bank and each option to purchase shares of the
    capital stock of the Bank shall, ipso facto and without any action on the
    part of the holder thereof, be converted to a Warrant or option, as the case
    may be, to purchase an equivalent number of shares of capital stock of the
    Holding Company


                                   ARTICLE IV


Section 4.0. If required under applicable law, this Agreement and Plan of
Exchange shall be submitted to the shareholders of the Bank for approval at a
meeting to be called and held in accordance with the applicable provisions of
law and the Charter and Bylaws of the Bank. The Bank and the Holding Company
shall proceed expeditiously and cooperate fully in the procurement of any other
consents and approvals and the taking of any other action, and the satisfaction
of all other requirements prescribed by law or otherwise, necessary for
consummation of the Exchange at the times provided herein.


                                      -3-







<PAGE>   17
                                   ARTICLE V

Section 5.0.  Effectuation of the Exchange is conditioned upon:

a.   Approval of this Agreement and Plan of Exchange by the vote of the
     shareholders of the Bank if required by law; and

b.   Procurement of all other consents and approvals, and satisfaction of all
     other requirements prescribed by law which are necessary for consummation
     of the Exchange, specifically the approval of the Tennessee Department of
     Financial Institutions and any necessary approval of the Federal Reserve
     Board.

                                  ARTICLE VI

Section 6.0.  This Agreement and Plan of Exchange may be terminated at any time
before the Exchange becomes effective upon the occurrence of any of the
following:

a.   The number of shares of capital stock of the Bank voted against the
     Exchange shall make consummation of the Exchange contrary to the best
     interest of the Bank in the sole discretion of its Board of Directors; or

b.   Any action, suit, proceeding or claim has been instituted, made, pursued,
     or threatened relating to the proposed Exchange which shall make
     consummation of the Exchange inadvisable or impracticable in the sole
     discretion of the Board of Directors of the Bank;

c.   Any action, consent or approval, governmental or otherwise, which in the
     opinion of counsel for the Bank is or may be necessary to consummate the
     Exchange, shall not have been obtained by September 30, 1996; or

d.   The transaction contemplated by this Agreement shall not have been
     consummated by September 30, 1996; or

e.   For any other reason consummation of the Exchange is inadvisable in the
     opinion of the Board of Directors of the Bank.

Section 6.1.  Upon the occurrence of any events set forth in Section 6.0, this
Agreement and Plan of Exchange may be terminated by the unilateral action of
the Board of Directors of either the Bank or the Holding Company prior to the
time this Exchange becomes effective, by giving written notice of the basis of
termination to the Holding Company or Bank, at its principal office address and
directed to the attention of the respective President thereof. Such termination
shall be effective upon receipt.


                                      -4-
<PAGE>   18
Section 6.2.  Upon termination by written notice as provided in this
Article VI, this Agreement and Plan of Exchange shall be void and of no
further effect, and there shall be no liability by reason of this Agreement
and Plan of Exchange or the termination thereof on the part of either the Bank,
the Holding Company or the directors, officers, employees, agents or
shareholders of either of them.


                                  ARTICLE VII

Section 7.0.  Subject to the terms and upon satisfaction of all the requirements
of law and the conditions specified in this Agreement and Plan of Exchange,
including among other conditions, if required by law, the affirmative approval
by the holders of a majority of the outstanding shares of voting stock of the
Bank and receipt of the requisite approvals of the Tennessee Department of
Financial Institutions and the Federal Reserve Board, the Exchange shall become
effective upon the filing of Articles of Exchange with the Tennessee Department
of Financial Institutions.


                                  ARTICLE VIII

Section 8.0.  If the Exchange becomes effective, the Bank, the Holding Company,
and their respective shareholders shall each pay their own expenses, if any,
incurred in the proposed transaction. If the Exchange does not become
effective, the Bank shall pay all reasonable and necessary expenses associated
with the transaction proposed herein.



                                      -5-
<PAGE>   19
IN WITNESS WHEREOF, the Bank and the Holding Company have caused this Agreement
and Plan of Exchange to be executed and attested in counterparts by their duly
authorized officers and directors, as of the day and year first above written.

                                              THE BANK OF NASHVILLE

Attest:  /s/ Joan B. Marshall                 By: /s/ Mack S. Linebaugh, Jr.
         -------------------                      --------------------------
         Joan B. Marshall                         Mack S. Linebaugh, Jr.
         Secretary                                Chairman, President and
                                                  Chief Executive Officer

                                               COMMUNITY FINANCIAL GROUP, INC.

Attest:  /s/ Joan B. Marshall                  By: /s/ Mack S. Linebaugh, Jr.
         --------------------                      --------------------------
         Joan B. Marshall                          Mack S. Linebaugh, Jr.
         Secretary                                 Chairman, President and
                                                   Chief Executive Officer

                                      -6-


<PAGE>   20
                               STATE OF TENNESSEE

                      DEPARTMENT OF FINANCIAL INSTITUTIONS

                         CERTIFICATE OF SHARE EXCHANGE

TO:      Share Exchange between The Bank of Nashville, Nashville, Tennessee and
         Community Financial Group, Inc., Nashville, Tennessee

WHEREAS, application was made to the Commissioner of Financial Institutions by
the above named corporations as required by SS. 48-21-105 of the Tennessee Code
Annotated to engage in a share exchange; and

WHEREAS, a full investigation has been made, and it appears that the agreement
and plan of share exchange meets the requirements of state law;

NOW, THEREFORE, all formalities having been complied with, I do by virtue of
the authority vested in me, issue this Certificate of Merger to Share Exchange
to the above named corporations, to be effective as of the close of business
April 30, 1996.

                                    Given under my hand and seal of office in
                                    Nashville, Tennessee this 29th day of
                                    April, 1996


                                    /s/ Bill C. Houston
                                    -------------------
                                    Bill C. Houston
                                    Commissioner
<PAGE>   21


                      ARTICLES OF AMENDMENT TO THE CHARTER


                        COMMUNITY FINANCIAL GROUP, INC.

                            (Control Number 0304178)

         Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the under signed corporation adopts the following
Articles of Amendment to its Charter:

         1.    Name of the Corporation:  COMMUNITY FINANCIAL GROUP, INC.


         2.    The text of the amendment is as follows:


         A.    The first paragraph of section 7 of the Charter is hereto
deleted in its entirety and replaced with the following:

         The property, affairs and business of the Corporation shall be managed
         by a Board of Directors. The number of directors shall be as specified
         in the Bylaws of the Corporation. The directors shall be divided into
         three classes, designated Class I, Class II and Class III. Each class
         shall consist, as nearly as may be possible, of one-third of the total
         number of directors constituting the entire Board of Directors. At the
         1998 annual meeting of shareholders, Class I directors shall be elected
         for a one-year term, Class II directors for a two-year term and Class
         III directors for a three-year term. At each succeeding annual meeting
         of shareholders beginning in 1999, successors to the class of directors
         whose term expires at that annual meeting shall be elected for a
         three-year term. If the number of directors is changed, any increase or
         decrease shall be apportioned among the classes so as to maintain the
         number of directors in each class as nearly equal as possible, and any
         additional director of any class elected to fill a vacancy resulting
         from an increase in such class shall hold office for a term that shall
         coincide with the remaining term of that class, but in no case will a
         decrease in the number of directors shorten the term of any incumbent
         director. A director shall hold office until the annual meeting for the
         year in which his or her term expires and until his or her successor
         shall be elected and shall qualify, subject, however, to prior death,
         resignation, retirement, disqualification or removal from office.

         Except as otherwise required by law, any vacancy on the Board of
         Directors that results from an increase in the number of directors
         shall be
<PAGE>   22

         filled only by a majority of the Board of Directors then in office,
         provided that a quorum is present, and any other vacancy occurring on
         the Board of Directors shall be filled by a majority of the directors
         then in office, even if less than a quorum, or by a sole remaining
         director. Any director elected to fill a vacancy not resulting from an
         increase in the number of directors shall have the same remaining term
         as that of his or her predecessor. A director need not be a shareholder
         in order to be elected to the Board of Directors but shall purchase and
         continue to own at least ten (10) shares of Common Stock within 90 days
         of election or appointment.


     The remaining portions of section 7 of the Charter shall remain in full
force and effect and are not amended hereby.

         B.  Section 10 of the Charter is hereby deleted in its entirety and
replaced with the following:

         Directors of the Corporation may be removed only for cause by a vote
         of the holders of a majority of all the shares of stock of the
         Corporation outstanding and entitled to vote for the election of
         directors, given at a duly called annual or special meeting of the
         shareholders, or by the vote of a majority of the entire Board of
         Directors. "Cause" shall include, but not be limited to, a director
         willfully or without reasonable cause being absent from any regular or
         special meeting for the purpose of obstructing or hindering the
         business of the Corporation.

         C.  Section 15 of the Charter is hereby deleted in its entirety and
replaced with the following:

         The provisions of this Charter of Incorporation may be amended,
         altered, or repealed from time to time to the extent, and in the
         manner prescribed by the laws of the State of Tennessee, and any
         additional provisions so authorized may be added; provided, however,
         that the first paragraph of Section 7, Section 10 and Section 15 may
         be amended only after the approval of the holders of 3/4ths of all of
         the shares of stock of the Corporation outstanding and entitled to
         vote at a duly called annual or special meeting of the shareholders.
         All rights herein conferred on the directors, officers and
         shareholders are granted subject to this reservation.

     3.  The corporation is for profit.








<PAGE>   23

         4.  The amendment was duly adopted on May 13, 1998 by the shareholders
of the corporation.



                                            COMMUNITY FINANCIAL GROUP, INC.

                                            By:  /s/
                                                 ----------------------------


                                            Its: President
                                                 ----------------------------
<PAGE>   24
                                     BYLAWS
                                       OF
                        COMMUNITY FINANCIAL GROUP, INC.

                                   ARTICLE I
                                     OFFICES

1.01.    Registered Office.  The registered office of the Corporation shall be
at 401 Church Street, Nashville, Tennessee 37219.

1.02.    Other Offices.  The Corporation may also have offices at other places
in or out of the state of Tennessee as the Board of Directors may determine or
as the business of the Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

2.01.    Place of Meeting.  Meetings of shareholders shall be held at the time
and place, in or out of the State of Tennessee, stated in the notice of the
meetings or in a waiver of notice.

2.02.    Annual Meetings.  An annual meeting of the shareholders shall be held
each year at the registered office of the Corporation or such other place as the
Board of Directors may designate at such time as may be fixed by the Board of
Directors and pursuant to the provisions of law. If the day is a legal holiday,
then the meeting shall be on the next business day following. At the meeting,
shareholders shall elect directors and transact other business as may properly
be brought before the meeting.

2.03.    Voting List.  A complete list of shareholders entitled to vote at a
meeting of shareholders shall be maintained in accordance with applicable law.

2.04.    Special Meetings.  Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
or by these Bylaws, may be called by Chairman of the Board, the President, the
Board of Directors, or the holders of not less than twenty percent (20%) of all
the shares entitled to vote at the meeting pursuant to the provisions of the
charter. Business transacted at a special meeting shall be confined to the
purposes stated in the notice of the meeting.


                                       1
<PAGE>   25

2.05.    Notice.  Written or printed notice, stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) days nor more
than two (2) months before the date of the meeting, either personally or by
mail, by or at the direction of the Chairman of the Board, the President, the
Secretary, or the officer or person calling the meeting, to each shareholder of
record entitled to vote at the meeting.

2.06.    Quorum.  The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at meetings of the shareholders for
the transaction of business except as otherwise provided by statute, by the
Charter or by these Bylaws. If a quorum is not present or represented at a
meeting of the shareholders, the shareholders entitled to vote, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present or represented, and any business may be transacted at the
reconvened meeting which might have been transacted at the meeting as originally
notified.

2.07.    Majority Vote.  When a quorum is present at a meeting, the vote of the
holders of a majority of the shares having voting power, present in person or
represented by proxy, shall decide any question brought before the meeting,
unless the question is the election of directors or one on which, by express
provision of the statutes, the Charter, or these Bylaws, a higher vote is
required, in which case the express provision shall govern. There shall be no
cumulative voting by the shareholders on any matter.

2.08.    Method of Voting.  Each outstanding share shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares are limited or denied by the
Charter. At any meeting of the shareholders, every shareholder having the right
to vote may vote either in person, or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable by law. Each
proxy shall be filed with the Secretary of the Corporation prior to or at the
time of the meeting. Voting for directors shall be in accordance with Section
3.06 of these Bylaws. Any vote may be taken by voice or by show of hands unless
someone entitled to vote objects, in which case written ballots shall be used.


                                       2
<PAGE>   26

2.09.    Record Date; Closing Transfer Books. The Board of Directors may fix in
advance a record date for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of the shareholders, the record date to be not
more than seventy (70) days prior to the meeting; or the Board of Directors may
close the stock transfer books for such purpose for a period of not more than
seventy (70) days prior to such meeting. In the absence of any action by the
Board of Directors, the date upon which the notice of the meeting is mailed
shall be the record date.

2.10.    Action Without Meeting. Any action required by statute to be taken at a
meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote. The affirmative vote of the number of shares that would be
necessary to authorize or take such action at a meeting is the act of the
shareholders. The consent may be in more than one counterpart so long as each
shareholder signs one of the counterparts. The signed consent, or a signed copy
shall be placed in the minute book.

                                  ARTICLE III
                                   DIRECTORS

3.01.    Management. The business and affairs of the Corporation shall be
managed by the Board of Directors who may exercise all powers of the Corporation
and do all such lawful acts and things as are not (by statute or by the Charter
or by these Bylaws) directed or required to be exercised or done by the
shareholders.

3.02.    Number; Qualification; Term. The Board of Directors shall consist of at
least five (5) but no more than twenty-five (25) directors. The number of
directors serving initially shall be nine (9). At least three-fourths (3/4) of
the directors shall be citizens of the United States; at least two-thirds (2/3)
shall be residents of Tennessee or reside within 25 miles of the main office of
the Corporation, and a majority shall reside within 100 miles of the main office
of the Corporation. Each Director elected shall hold office until his successor
shall be duly elected and shall qualify.

3.03.    Change in Number. The minimum or maximum number of Directors may be
increased or decreased from time to time by amendment to these Bylaws (subject
to any maximum number of Directors as provided by the Charter) but no decrease
shall have the effect of shortening the term of any incumbent Director.


                                       3
<PAGE>   27


3.04.    Removal. The Directors may remove one (1) or more directors for cause
as provided in the Charter.

3.05.    Vacancies. Any vacancy occurring in the Board of Directors, whether by
death, resignation, removal, creation of new directorship, or otherwise, may be
filled by an affirmative vote of a majority of the remaining Directors even
though the Directors remaining in office constitute fewer than a quorum of the
Board of Directors. A Director elected to fill a vacancy shall hold office until
the next annual election of Directors and until his successor is duly elected
and qualified.

3.06.    Election of Directors. Except as otherwise provided in Sections 3.03
and 3.05, Directors shall be elected by a plurality vote at the annual meeting
of the shareholders. At each such election of directors, every shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has a right to vote.

3.07.    Place of Meetings. Meetings of the Board of Directors, regular or
special, may be held in or out of the state of incorporation.

3.08.    Annual Meetings. The annual meeting of a newly elected Board shall be
held without further notice immediately following the annual meeting of
shareholders, and at the same place, unless the time or place is changed by the
Chairman of the Board or the President with the consent of a majority of the
Directors then elected and serving.

3.09.    Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.

3.10.    Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on two (2) days' notice to
each Director, either personally or by mail or by telegram. Special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two (2) Directors. Except as otherwise expressly
provided by statute, the Charter or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in a
notice or waiver of notice.

3.11.    Quorum; Majority Vote. At meetings of the Board of Directors a majority
of the number of Directors then serving shall constitute a quorum for the
transaction of business. The act of a


                                       4
<PAGE>   28


majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, except as otherwise specifically
provided by statute, the Charter or these Bylaws. If a quorum is not present at
a meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.

3.12.    Compensation. By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Director, or a combination of salary
and attendance fees. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.

3.13.    Procedure. The Board of Directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the Corporation.

3.14.    Action Without Meeting. Any action required or permitted to be taken at
a meeting of the Board of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all the members of
the Board of Directors. The affirmative vote of the number of directors that
would be necessary to authorize or take such action at a meeting is the act of
the Board of Directors. The signed consent, or a signed copy, shall be placed in
the minute book. The consent may be in more than one counterpart so long as each
Director signs one of the counterparts.

3.15.    Committees of the Board. There shall be an Audit Committee consisting
of at least three (3) members of the Board of Directors appointed by the Board,
none of whom are active officers of the Corporation. The committee shall meet
once each year, or more often if required by the Chairman of the Board or
President and shall examine, or cause to be examined, such books, assets and
securities of the Corporation as it deems necessary or proper, or as it may be
directed to examine. A record shall be kept of all such examinations, which
shall be certified by the committee serving, and presented to the Board of
Directors at its next meeting. The Audit Committee shall state whether the
Corporation is in a sound and solvent condition, whether adequate internal audit
controls and procedures are being maintained, and shall recommend to the Board
such changes as shall be deemed advisable. The Audit Committee, upon its own
recommendation and with the approval of the Board of Directors, may employ a
qualified firm of certified public accountants to make the examination and audit
of the Corporation. If such a procedure is followed, the one annual examination
and audit by such firm of accountants and the presenta-


                                       5
<PAGE>   29


tion of its report to the Board of Directors, shall be deemed sufficient to
comply with the requirements of the Audit Committee.

         The Board of Directors may appoint, from time-to-time, other
committees, for such purposes and with such powers as the Board may determine.
Unless otherwise specified by the Board or these Bylaws, a majority of the
committee members will constitute a quorum of any Board appointed committee.

                                   ARTICLE IV
                                     NOTICE

4.01.    Method. Whenever by statute, the Charter, these Bylaws, or otherwise,
notice is required to be given to a Director, Committee Member, or Shareholder,
and no provision is made as to how the notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given: (a) in
writing, by mail, postage prepaid, addressed to the Director, Committee Member,
or Shareholder at the address appearing on the books of the Corporation; or (b)
in any other method permitted by law. Any notice required or permitted to be
given by mail shall be deemed given at the time when the same is thus deposited
in the United States mails.

4.02.    Waiver. Whenever, by statute or the Charter or these Bylaws, notice is
required to be given to a Shareholder, Committee Member, or Director, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance at a meeting shall constitute a waiver of
notice of such meeting, except where a person attends for the express purpose of
objecting to the transaction of any business of the ground that the meeting is
not lawfully called or convened.

                                   ARTICLE V
                              OFFICERS AND AGENTS

5.01.    Number, Qualification; Election; Term.

         a.       The Corporation shall have: (1) a Chairman of the Board, a
                  President and a Secretary; and (2) such other officers
                  (including additional Vice Presidents) and assistant officers
                  and agents as the Board of Directors may deem appropriate.


                                       6
<PAGE>   30


         b.       Officers of the Corporation shall not be required to be
                  shareholders of the Corporation. Officers need not be members
                  of the Board of Directors.

         c.       Officers named in Bylaw 5.01(a)(1) shall be elected by the
                  Board of Directors on the expiration of an officer's term or
                  whenever a vacancy exists. Officers and agents named in Bylaw
                  5.01(a)(2) may be elected by the Board at any meeting,
                  whether regular or special.

         d.       Unless otherwise specified by the Board at the time of his
                  election or appointment, or in an employment contract approved
                  by the Board, each officer's and agent's term shall end at the
                  first meeting of Directors after the next annual meeting of
                  shareholders. He shall serve until the end of his term or, if
                  earlier, his death, resignation, or removal.

         e.       Any two (2) or more offices, other than the offices of
                  President and Secretary, may be held by the same person.

5.02.    Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

5.03.    Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) may be filled by the Board of
Directors.

5.04.    Authority. Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

5.05.    Compensation. The compensation of officers and agents shall be fixed
from time to time by the Board of Directors.

5.06.    Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the shareholders and Directors, and shall be an ex-officio member of
all committees, except the audit committee. The Chairman of the Board shall be
the Chief Executive officer of the Corporation.

5.07.    President. If the Chairman of the Board is absent, the President shall
preside at meetings of the shareholders and meetings of the Board of Directors.
The President shall have general and active management of the business and
affairs of the


                                       7
<PAGE>   31


Corporation subject to the supervision of the Chief Executive Officer; and shall
see that all orders and resolutions of the Board are carried into effect. He
shall serve as an ex-officio member of the Board of all committees, except the
audit committee, and shall perform such other duties and have such other
authority and powers as the Chief Executive Officer or the Board of Directors
may from time to time prescribe.

5.08.    Vice Presidents. Vice Presidents may be designated as "Executive Vice
President," "Senior Vice President" or such other designation as the Board of
Directors may from time-to-time determine. The Vice Presidents in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the Chief Executive Officer, perform the duties
and have the authority and exercise the duties and powers of the Chief Executive
Officer. They shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the Chief
Executive Officer may from time to time delegate.

5.09.    Secretary.

         a.       The Secretary shall attend all meetings of the Board of
                  Directors and all meetings of the shareholders and record all
                  votes, actions and the minutes of all proceedings in a book
                  kept for that purpose and shall perform like duties for the
                  executive and other committees when required.

         b.       She shall give, or cause to be given, notice of all meetings
                  of the shareholders and special meetings of the Board of
                  Directors.

         c.       She shall be under the supervision of the Chairman of the
                  Board and the President. She shall perform such other duties
                  and have such other authority and powers as the Board of
                  Directors may from time to time prescribe or as the Chairman
                  of the Board or the President may from time to time delegate.

5.10.    Assistant Secretary. The assistant Secretaries, if any, in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and have the
authority and exercise the powers of the Secretary. They shall perform such
other duties and have such other powers as the Board of Directors may from time
to time or as the President may from time to time delegate.

5.11.    Vacancies. If the office of the Chairman of the Board, President, Vice
President, Secretary or Assistant Secretary becomes vacant by reason of death,
resignation or removal, the Board of Directors shall elect a successor who shall
hold office for the unexpired term, and until his successor is elected.


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                                   ARTICLE VI
                         CERTIFICATES AND SHAREHOLDERS

6.01.    Certificates. Certificates in the form determined by the Board of
Directors shall be delivered representing all shares to which shareholders are
entitled. Certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued. Each certificate shall state on
its face the holder's name, the number and class of shares, the par value of
shares or a statement that such shares are without par value, and such other
matters as may be required by law, and may be sealed with the seal of the
Corporation or a facsimile thereof.

6.02.    Issuance. Shares (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons, as
the Board of Directors may determine from time to time. Shares may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.

6.03.    Payment of Shares.

         a.       Kind. The consideration for the issuance of shares shall
                  consist of money paid, labor done (including services actually
                  performed for the corporation) or property (tangible or
                  intangible) actually received. Neither promissory notes nor
                  the promise of future services shall constitute payment for
                  shares.

         b.       Valuation. In the absence of fraud in the transaction, the
                  judgment of the Board of Directors as to the value of
                  consideration received shall be conclusive.

         c.       Effect. When consideration, fixed as provided by law, has been
                  paid, the shares shall be deemed to have been issued and shall
                  be considered fully paid and nonassessable.

6.04.    Subscriptions. Unless otherwise provided in the subscription agreement,
subscriptions for shares, whether made before or after organization of the
Corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the Board of Directors. Any call made by
the Board of Directors for payment on subscriptions shall be uniform as to all
shares of the same series. In case of default in the payment on any installment
or call when payment is due, the Corporation may proceed to collect the amount
due in the same manner as any debt due to the Corporation.

6.05.    Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate:

         a.       Claim. Makes proof in affidavit form that it has been


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<PAGE>   33


                  lost, destroyed or wrongfully taken; and

         b.       Timely Request. Requests the issuance of a new certificate
                  before the Corporation has notice that the certificate has
                  been acquired by a purchaser for value in good faith and
                  without notice of an adverse claim; and

         c.       Bond. Gives a bond in such form, and with such surety or
                  sureties, with fixed or open penalty, as the Corporation may
                  direct, to indemnify the Corporation (and its transfer agent
                  and registrar, if any) against any claim that may be made on
                  account of the alleged loss, destruction or theft of the
                  certificate; and

         d.       Other Requirements. Satisfies any other reasonable
                  requirements imposed by the Corporation. When a certificate
                  has been lost, apparently destroyed or wrongfully taken, and
                  the holder of record fails to notify the corporation within a
                  reasonable time after he has notice of it, and the Corporation
                  registers a transfer of the shares represented by the
                  certificate before receiving such notification, the holder of
                  record is precluded from making any claim against the
                  Corporation for the transfer or for a new certificate.

6.06.    Registration of Transfer. The Corporation shall register the transfer
of a certificate for shares presented to it for transfer if:

         a.       Endorsement. The certificate is properly endorsed by the
                  registered owner or by his duly authorized attorney; and

         b.       Guarantee and Effectiveness of Signature. The signature of
                  such person has been guaranteed by a commercial bank or by the
                  President of the Corporation, or by such other officer of the
                  Corporation as shall have been designated by the Board of
                  Directors, and reasonable assurance is given that such
                  endorsements are effective.

6.07.    Registered Owner. Prior to due presentment for registration of transfer
of a certificate for shares, the Corporation may treat the registered owner as
the person exclusively entitled to vote, to receive notices and otherwise to
exercise all rights and powers of a shareholder.


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<PAGE>   34


                                  ARTICLE VII
                               GENERAL PROVISIONS

7.01.    Dividends and Reserves.

         a.       Declaration and Payment. Subject to statue and the Charter,
                  dividends may be declared by the Board of Directors at any
                  regular or special meeting and may be paid in cash, in
                  property, or in shares of the Corporation. The declaration and
                  payment shall be at the discretion of the Board of Directors.

         b.       Record Date. The Board of Directors may fix in advance a
                  record date for the purpose of determining shareholders
                  entitled to receive payment of any dividend. In the absence of
                  any action by the Board of Directors, the date upon which the
                  Board of Directors adopts the resolution declaring the
                  dividend shall be the record date.

         c.       Reserves. By resolution the Board of Directors may create such
                  reserve or reserves out of available cash of the Corporation
                  as the Directors from time to time, in their discretion, think
                  proper to provide for contingencies, or to equalize dividends,
                  or to repair or maintain any property of the Corporation, or
                  for any other purpose they think beneficial to the
                  Corporation. The Directors may modify or abolish any such
                  reserve in the manner in which it was created.

7.02.    Books and Records. The corporation shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each.

7.03.    Checks and Notes. Checks, demands for money, and notes of the
Corporation shall be signed by the officer(s) or other person(s) designated from
time to time by the Board of Directors.

7.04.    Fiscal Year. The fiscal year of the Corporation shall be the calendar
year.

7.05.    Resignation. A Director, officer or agent may resign by giving written
notice to the Chairman of the Board, the President or the Secretary. The
resignation shall take effect at the time specified in it, or immediately if no
time is specified. Unless it specifies otherwise, a resignation takes effect
without being accepted.


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<PAGE>   35


7.06.    Amendment of Bylaws.

         a.       These Bylaws may be altered, amended, or repealed at any
                  meeting of the Board of Directors at which a quorum is
                  present, by the affirmative vote of a majority of the
                  Directors of the Corporation, provided notice of the proposed
                  alteration, amendment or repeal is contained in the notice of
                  the meeting.

         b.       These Bylaws may also be altered, amended or repealed at any
                  meeting of the shareholders at which a quorum is present or
                  represented, by the affirmative vote of the holders of
                  two-thirds (2/3) of the shares of the Corporation entitled to
                  vote thereon, provided notice of the proposed alteration,
                  amendment or repeal is contained in the notice of the meeting.

7.07.    Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these Bylaws shall be invalid or inoperative,
then, so far as is reasonable and possible:

         a.       The remainder of these Bylaws shall be considered valid and
                  operative; and

         b.       Effect shall be given to the intent manifested by the portion
                  held invalid or inoperative.

7.08.    Table of Contents; Heading. The table of contents and headings are for
organization, convenience and clarity. In interpreting these Bylaws, they shall
be subordinated in importance to the other written material.

7.09.    Relation to Charter. These Bylaws are subject to, and are governed by
the Charter.

                                  ARTICLE VIII
                                   INDEMNITY

8.01.    Liability of Officers and Directors. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a director or officer of the Corporation in
good faith, if such person exercised or used the same degree of care and skill
as a prudent man would have exercised or used in the circumstances in the
conduct of his own affairs.

8.02.    Indemnification of Officers and Directors. The Corporation shall
indemnify to the fullest extent permitted by law any and all persons who may
serve or who have served at any time as directors or officers, or who at the
request of the Board of Directors of the Corporation may serve or at any time
have served as directors or


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<PAGE>   36


officers of another corporation in which the Corporation at such time owned or
may own shares of stock or of which it was or may be a creditor, and their
respective heirs, administrators, successors, and assigns, against any and all
expenses, including amounts paid upon judgments, counsel fees, and amounts paid
in settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit, or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other corporation, except in relation to matters as
to which any such director of officer or former director or officer or person
shall be adjudged in any action, suit, or proceeding to be liable for his own
negligence or misconduct in the performance of his duty. Such indemnification
shall be in addition to any other rights to which those indemnified may be
entitled under any law, bylaw, agreement, vote of shareholders, or otherwise.

                                   ARTICLE IX
                        CONTRACTS, DEPOSITS AND PROXIES

9.01.    Execution of Contracts, etc.  Except as otherwise required by law or by
these Bylaws, all the executive officers of the Corporation shall have power to
execute and deliver any deeds, contracts, mortgages, bonds, debentures and other
documents for and in the name of the Corporation. The Board may authorize any
other officer or officers or agents to execute and deliver any contract or other
instrument in the name and on behalf of the Corporation, and this authority may
be general or confined to such specific instances as the Board may by resolution
determine.

9.02.    Deposits.  All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as the
Board or the Chief Executive Officer shall direct in such banks, trust
companies, or other depositories as the Board may select or as may be selected
by any executive officer. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned, and delivered by any executive officer or other officer
or agent of the Corporation.

9.03.    Proxies in Respect to Stock or Other Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board, the Chief
Executive Officer, the President, or a Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation to
exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation to vote or consent in respect to such stock


                                       13
<PAGE>   37


or other securities; the Chief Executive Officer, the President, or a Vice
President may instruct the person or persons so appointed as to the manner of
exercising such powers and rights; and the Chief Executive Officer, the
President, or a Vice President may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate seal, or otherwise, all
such written proxies, powers of attorney or other instruments as he may deem
necessary or proper in order that the Corporation may exercise its powers and
rights.


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<PAGE>   38


                            CERTIFICATE OF ADOPTION

The foregoing Bylaws of the Corporation have been duly adopted this 19th day of
December, 1995 by action of the Board of Directors of the Corporation pursuant
to the laws of this State.

IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of the
Corporation on such date.

                                    /s/ Joan B. Marshall
                                    ---------------------------
                                    Joan B. Marshall, Secretary


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