<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB



(Mark One)
 x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)

For the fiscal year ended December 31, 1997
                          ------------------------------------------------------

Commission File Number    0-28496
                          ------------------------------------------------------

 Community Financial Group, Inc.
--------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)

              Tennessee                                     62-1626938
----------------------------------                    --------------------------
   (State or other jurisdiction                       (IRS Employer
 of incorporation or organization)                    Identification No.)

401 Church Street             Nashville, Tennessee                    37219-2213
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code (615) 271-2000
                                                   -----------------------------

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

Common Stock, par value $6 per share
--------------------------------------------------------------------------------
         (Title of Class)

Warrants, exercise price $12.50 per share
--------------------------------------------------------------------------------
         (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                                 Yes  X  No
                                     ---    ---

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year.  $16,681,000.

The aggregate market value (price at which the stock sold) of Community
Financial Group, Inc., voting common stock held by non-affiliates as of February
28, 1998, was $25,384,022.



<PAGE>   2


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

<TABLE>
<CAPTION>
                                                     Outstanding at
        Class                                        March 18, 1998
        -----                                        --------------
<S>                                                  <C>
Common stock $6 par value                            2,215,063 shares
</TABLE>

                      Documents Incorporated by Reference:

<TABLE>
<CAPTION>
     Document from which portions             Part of Form 10-KSB to
     are incorporated by reference              which incorporated
     -----------------------------            ----------------------
<S> <C>                                       <C>
1.  Annual Report to Shareholders for year     Part II - Items 5,6,
      ended December 31, 1997                        7 and 8

2.  Proxy Statement dated March 27, 1998        Part III - Items 9,
                                                   10, 11 and 12
</TABLE>

                                      -2-

<PAGE>   3


ITEM 1 - DESCRIPTION OF BUSINESS


On December 13, 1995, Community Financial Group, Inc. ("CFGI"), was incorporated
as a Tennessee Corporation. CFGI also filed an application with the Board of
Governors of the Federal Reserve System for prior approval to become a one bank
holding company pursuant to Section 3(a)(1) of the Bank Holding Company Act of
1956, as amended. This application was filed on January 22, 1996, and approval
was received on March 29, 1996. The holding company began operation April 30,
1996, following approval of a majority of the shareholders of The Bank of
Nashville.

As of December 31, 1997, the only subsidiary of CFGI was The Bank of Nashville
(The Bank). CFGI and The Bank are collectively referred to herein as "the
Company".

The Bank was incorporated under the laws of the State of Tennessee, on July 10,
1989. The Bank was approved as a State Bank, is a member of the Federal Reserve
System, and is insured by the Federal Deposit Insurance Corporation. The initial
business day for the Bank was November 20, 1989. The Company now has a total of
47 employees.

The present area and scope of the Company's activities include providing a full
range of banking and related financial services, including commercial banking,
consumer banking, financial and investment services, and real estate finance.
The Company has two traditional branches with its main office at 401 Church
Street and its Green Hills office at 3770 Hillsboro Pike. Additionally, these
locations are complimented by the Company's "Bank on Call" mobile branches which
serve customers throughout the market area with at your office banking
convenience. LM Financial Partners, Inc., a subsidiary of Legg Mason Wood
Walker, Inc., operates an Investment Center in the Company's primary location
which provides bank customers at all locations convenient access to a wide array
of investment products and fiduciary services.

The Company is well capitalized as demonstrated by a total risk-based capital
ratio of 18.8%, tier 1 risk-based capital ratio of 17.5% and tier 1 leverage
ratio was 11.8% at December 31, 1997. Additionally, at year end 1997, the Bank's
capital ratios reflected total risk base capital ratio at 18.6%, tier 1
risk-based capital ratio at 17.4% and tier 1 leverage ratio at 11.8%. These
capital ratios exceed the current regulatory minimum requirements.

The loss of any one of the Company's deposits or loans from, or to, a single
person/business (including federal/state/local governments/agencies) would not
have a material adverse effect on the business of the Company beyond which has
been planned for in the Company's liquidity position. Due to the commercial
nature of the Company's target market, liabilities and loans are evaluated
relative to industry concentration and volatility. At December 31, 1997,
approximately 18.5% of total deposits were related to the construction industry,
2.8% to the real estate development/investment industries, 5.7% to the health
care industry and 8% were related to state and local



                                      -3-
<PAGE>   4


governments. These areas represent the largest deposit concentrations and are
generally reflective of the local economy and the Company's asset mix. These
deposits are primarily reflected in the Company's demand deposit and interest
bearing money market account totals and are deposits of relationship commercial
customers, which by their nature are concentrated in a fewer number of customer
relationships than would be the case in consumer funding sources. No significant
portion of the Company's business can be considered seasonal. The nature of the
Company's business is principally domestic, thereby eliminating risks attendant
to foreign sources and applications of funds.

The Company is focused on serving small/mid-sized businesses and individuals in
the middle Tennessee market, with a primary service area of the Metro
Nashville-Davidson County Metropolitan Statistical Area (MSA). Nashville,
located in the north central part of the State, is the State's largest MSA.
Situated midway between the Mississippi delta to the west, and the Great Smokey
Mountains to the east, Metropolitan Nashville covers 533 square miles. Over half
of the population of the United States is located within a 600 mile radius of
the City, and the central location has contributed to the emergence of Nashville
as an important transportation, tourism, and distribution center. Diversity is a
key element of the Nashville economy with printing and publishing, healthcare,
automobile manufacturing, financial services, real estate development and
construction, education, government, entertainment, tourism, hospitality,
manufacturing, warehousing, and various service sectors, all being major
contributors to the economic vitality of the area.

The activities in which the Company engages are very competitive. Generally, the
Company competes with other banks and nonbank financial institutions located
primarily in the middle Tennessee market area. The principal methods of
competition center around such aspects as interest rates on loans and deposits,
decision making relationship management, customer services, and other service
oriented fee based products. Most of the Company's competitors are major
corporations with substantially more assets and personnel than the Company.

The Company actively competes for loans and deposits with other commercial
banks, brokerage firms, savings and loan associations and credit unions.
Consumer finance companies, department stores, mortgage brokers, and insurance
companies are also significant competitors for various types of loans. There is
also active competition for various types of fiduciary and investment business
from other banks, trust companies, brokerage firms, investment companies, and
others.

The Company is headquartered in the downtown central business district of
Nashville. The Company occupies space in the lower level, the second floor, and
the third floor of the L & C Tower, located at 401 Church Street, a location
which serves as the Bank's main office. The Company opened its first Automated
Teller Machine (ATM) in 1989 and now operates ATM's and cash dispensers in
various locations throughout its market, serving local businesses and
individuals as well as tourists. In 1996, the Company received regulatory
approval to establish a mobile branch. The mobile branch brings traditional
banking services to




                                      -4-
<PAGE>   5



the Company's customers at their locations. A full service branch office,
located in Green Hills, opened January 23, 1997. Construction started in
January, 1998, on a full service branch to be located at 5105 Maryland Way,
Brentwood, Tennessee. There are additional expansion plans in the Hendersonville
area of Tennessee with the Bank having signed a letter of intent for the
purchase of property. If deemed appropriate, additional offices may be
established subject to regulatory approval.

During 1997, the Company declared dividends of $.20 per share which resulted in
a dividend payout ratio of 21.43%. Other information relating to current banking
issues and the regulatory environment are addressed in the 1997 Annual Report to
Shareholders.

The following schedules are provided in accordance with Guide 3 "Statistical
Disclosure by Bank Holding Companies." All schedules, except those noted below,
have been omitted since the required information is either not applicable or is
incorporated by reference in the Company's 1997 Annual Report.

           -  Schedule III-A - Types of Loans
           -  Schedule III-B - Maturities and Sensitivities of Loans to
                Changes in Interest Rates
           -  Schedule IV-B - Allocation of the Allowance for Loan
                Losses





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<PAGE>   6



III.     LOAN PORTFOLIO

         The following table presents a summary of loan types (net of unearned
         income) by categories for the last five years.

                                 SCHEDULE III-A

                                 TYPES OF LOANS

<TABLE>
<CAPTION>
                                                        December 31,
                             -------------------------------------------------------------
                               1997          1996          1995         1994         1993
                             --------      --------      -------      -------      -------
<S>                          <C>           <C>           <C>          <C>          <C>
Loans (net of unearned
  income of $297, $256,
  $203, $202 and $196
  respectively)
Commercial ............      $ 38,571      $ 35,721      $40,657      $35,108      $30,028
    Real estate -
    mortgage loans ....        71,055        58,763       48,648       41,800       44,743
    construction ......         9,426         9,467        5,952        2,227          849
Consumer ..............         3,697         3,937        3,083        1,950        1,510
                             --------      --------      -------      -------      -------
                             $122,749      $107,888      $98,340      $81,085      $77,130
                             ========      ========      =======      =======      =======
</TABLE>

Most of the Company's business activity is with customers located in the Middle
Tennessee region. Generally, loans are secured by real estate, inventory,
accounts receivable, stock, time certificates, or other assets. The loans are
expected to be repaid from cash flow or proceeds from the sale of selected
assets of the borrowers. The Company grants residential, consumer, and
commercial loans to customers throughout the Middle Tennessee region. Real
estate mortgage and construction loans reflected in the preceding schedule are
comprised primarily of loans to commercial borrowers.

At December 31, 1997, funded and unfunded loan commitments as classified by
standard Industry Classification codes include borrowers in the real estate
industry approximating $25 million and $2.2 million, respectively, and loans to
building contractors approximating $7.9 million and $11.2 million, respectively.
At December 31, 1996, funded and unfunded commitments to borrowers in the real
estate industry were approximately $21.3 million and $3.9 million, respectively,
and loans to building contractors were approximately $7.8 million and $7.5
million, respectively.




                                      -6-
<PAGE>   7



The following table presents the maturity distribution of loan categories at
December 31, 1997 (in thousands).

                                 SCHEDULE III-B

                                 TYPES OF LOANS

                    MATURITIES AND SENSITIVITIES OF LOANS TO
                            CHANGES IN INTEREST RATES

<TABLE>
<CAPTION>
                                       One       After One       After
                                       Year     But Within       Five
                                     Or Less    Five Years       Years        Total
                                     ------------------------------------------------
<S>                                  <C>          <C>          <C>           <C>
(Net of Unearned
  Income)
    Commercial ................      $20,901      $15,657       $ 2,013      $ 38,571

    Real estate -
      mortgage ................       12,409       25,094        33,552        71,055

    Real estate -
      construction ............        5,580        1,041         2,805         9,426

    Consumer ..................        1,905        1,290           502         3,697
                                     -------      -------      --------      --------

                                     $40,795      $43,082      $ 38,872      $122,749
                                     =======      =======      ========      ========

  For maturities over one year:
      Fixed ...................      $38,740
      Floating ................       43,214
</TABLE>

         Schedule IV-B presents a breakdown of the allocation of the allowance
         for possible loan losses by major categories of loans at December 31,
         1997 and 1996. Allocations estimated for each of the categories below
         do not indicate that loan charge-offs for these amounts are anticipated
         or will be required. There is no precise method of predicting specific
         losses which may occur in segments of the loan portfolio. The allowance
         for possible loan losses is available to absorb any and all losses and
         is not limited to specific loan types. Values assigned to loan
         categories in Schedule IV-B represent management's best estimates based
         on an evaluation of the loan portfolio and current economic conditions.
         Factors considered in establishing the level of the allowance for
         possible loan losses include management's ongoing credit review of the
         loan portfolio, the state of the national and regional economy, the
         nature and content of the loan portfolio and the level of nonperforming
         assets.




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<PAGE>   8



                                  SCHEDULE IV-B

              ALLOCATION OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES

                            (IN THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>
                                             Year Ended December 31,
                                             -----------------------
Balance Applicable To:                          1997         1996
----------------------                         ------       ------
<S>                                            <C>          <C>
         Commercial .....................      $  916       $  775
         Real estate - mortgage
           loans ........................         967          900
         Real estate - construction
           loans ........................         128          140
         Consumer .......................          79           58
         Unallocated ....................       1,038        1,005
                                               ------       ------
                                               $3,128       $2,878
                                               ======       ======

         Percent of Total Allocation:
         ----------------------------

         Commercial .....................        29.3%        26.9%
         Real estate - mortgage
           loans ........................        30.9         31.3
         Real estate - construction loans         4.1          4.9
         Consumer .......................         2.5          2.0
         Unallocated ....................        33.2         34.9
                                               ------       ------
                                                100.0%       100.0%
                                               ======       ======
</TABLE>


ITEM 2 - DESCRIPTION OF PROPERTY

The Company, located at 401 Church Street, Nashville, Tennessee, occupies a
total of 15,296 square feet on three floors of the L&C Tower, a 31-story office
building. The facility has a total of 158,907 gross square footage and is
located on .391 acres. The Company's space is leased from LC Tower, L.L.C. (the
"Landlord"). The lease has an initial term of ten years with three five-year
renewal options.

The Company occupies 4,670 square feet in the Glendale Shopping Center located
at 3770 Hillsboro Pike, Nashville, Tennessee. The Company's space is leased from
Coleman Partners, a Tennessee Partnership, and has an initial term of five years
with three five-year renewal options.

In the summer of 1998, the Company will occupy 4,000 square feet in the newly
completed The Bank of Nashville Building located at 5105 Maryland Way,
Brentwood, Tennessee. The Company's space is leased from Graystone, LLC and has
an initial term of ten years with three five-year renewal options.





                                      -8-
<PAGE>   9



ITEM 3 - LEGAL PROCEEDINGS

None.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.






                                      -9-
<PAGE>   10



                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The following portion of the Company's 1997 Annual Report to Shareholders is
incorporated herein by reference:

Common Stock Information    Page 46


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

The following portions of the 1997 Annual Report are herein incorporated by
reference.

         Management's Discussion and Analysis of Results of Operations
           and Financial Condition on pages 6 through 23.


ITEM 7 - FINANCIAL STATEMENTS

The following portions of the 1997 Annual Report are incorporated herein by
reference.

         Financial Statements and Report of Independent Auditors on
           pages 24 through 43 and page 44.
         Quarterly Results of Operations on page 45.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

                                    PART III


ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding directors and the information regarding executive
officers called for by this item is contained in the sections entitled "Election
of Directors" and "Executive Officers" in the Company's proxy statement for its
1998 Annual Meeting of Shareholders, dated March 27, 1998, and is incorporated
herein by reference.





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<PAGE>   11



ITEM 10 - EXECUTIVE COMPENSATION

The information called for by this item is contained in the section entitled
"Compensation of Executive Officers" in the Company's proxy statement for its
1998 Annual Meeting of Shareholders, dated March 27, 1998, and is incorporated
herein by reference.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information called for by this item is contained in the sections entitled
"Directors and Nominees" and "Election of Directors" in the Company's proxy
statement for its 1998 Annual Meeting of Shareholders dated March 27, 1998, and
is incorporated herein by reference.


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by this item is contained in the section entitled
"Transactions with Directors and Executive Officers" in the Company's proxy
statement for its 1998 Annual Meeting of Shareholders dated March 27, 1998, and
is incorporated herein by reference.


ITEM 13 - EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)      The following documents are filed as part of this report:

                  (1)      Financial Statements

                           The following consolidated financial statements and
                           the Report of KPMG Peat Marwick LLP, Independent
                           Certified Public Accountants, are on pages 24 through
                           43 and page 44 of the 1997 Annual Report and are
                           incorporated herein by reference.

                           -  Consolidated Balance Sheets at December 31, 1997
                               and 1996
                           -  Consolidated Statements of Income for the Years
                               Ended December 31, 1997, 1996 and 1995
                           -  Consolidated Statements of Shareholders' Equity
                               for the Years Ended December 31, 1997, 1996 and
                               1995
                           -  Consolidated Statements of Cash Flows for the
                               Years Ended December 31, 1997, 1996 and 1995
                           -  Notes to Consolidated Financial Statements





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<PAGE>   12



         (2)      Exhibits

                  1.       Not required.
                  2.       Plan of acquisition, reorganization,arrangement,
                             liquidation or succession. None
                  3.       Articles of Incorporation and By-Laws, incorporated
                             by reference to Exhibit 3 to the Registrant's
                             Annual Report Form 10-KSB for the year ended
                             December 31, 1996.
                  4.       Instruments defining the rights of security holders,
                             including debentures.
                  4.01     Warrant Agreement, incorporated by reference to
                             Exhibit 4.01 to the Registrant's Annual Report Form
                             10-KSB for the year ended December 31, 1996.
                  4.02     Form of specimen Certificate of Common Stock,
                             incorporated by reference to Exhibit 4.02 to the
                             Registrant's Annual Report Form 10-KSB for the year
                             ended December 31, 1996.
                  4.03     Form of specimen Certificate of Common Stock Purchase
                             Warrant, incorporated by reference to Exhibit 4.03
                             to the Registrant's Annual Report Form 10-KSB for
                             the year ended December 31, 1996.
                  4.04     Community Financial Group, Inc. and Registrar and
                             Transfer Company, as Rights Agent, Shareholders
                             Rights Agreement Dated as of January 21, 1998.
                             Incorporated by reference to Exhibit 4.1 to the
                             Registrant's Form 8-A dated January 26, 1998.
                  5.       Not required.
                  6.       Not required.
                  7.       Not required.
                  8.       Not required.
                  9.       Voting Trust Agreement. None.
                  10.      Material Contracts.
                  10.01    Employment Agreement between The Bank of Nashville
                             and Mack S. Linebaugh, Jr. dated September 2, 1992,
                             as amended. Incorporated by reference to Exhibit
                             10.01 to the Registrant's Annual Report Form 10-KSB
                             for the year December 31, 1996.
                  10.02    Employment Agreement between The Bank of Nashville
                             and Julian C. Cornett dated October 13, 1996.
                             Incorporated by reference to Exhibit 10.02 to the
                             Registrant's Annual Report Form 10-KSB for the year
                             ended December 31, 1996.
                  10.03    Option Agreements between The Bank of Nashville and
                             Mack S. Linebaugh, Jr. dated September 2, 1992 and
                             July 27, 1993, and Option Agreement dated July 16,
                             1996 between Community Financial Group, Inc., and
                             Mack S. Linebaugh, Jr. Incorporated by reference to
                             Exhibit 10.03 to the Registrant's Annual Report
                             Form 10-KSB for the year ended December 31, 1996.




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<PAGE>   13



                  10.04    Option Agreements between The Bank of Nashville and
                             Julian C. Cornett dated October 13, 1992 and
                             October 13, 1993, and Option Agreement dated July
                             16, 1996 between Community Financial Group, Inc.,
                             and Julian C. Cornett. Incorporated by reference to
                             Exhibit 10.04 to the Registrant's Annual Report
                             Form 10-KSB for the year ended December 31, 1996.
                  10.05    Lease Agreement dated July 19, 1989 between The Bank
                             of Nashville and Metropolitan Life Insurance
                             Company. Incorporated by reference to Exhibit 10.05
                             to the Registrant's Annual Report Form 10-KSB for
                             the year ended December 31, 1996. Metropolitan Life
                             Insurance Company has been succeeded as landlord by
                             LC Tower, L.L.C.
                  10.06    Lease Agreement dated August 1, 1996 between The Bank
                             of Nashville and Coleman Partners, a Tennessee
                             Partnership. Incorporated by reference to Exhibit
                             10.06 to the Registrant's Annual Report Form 10-KSB
                             for the year ended December 31, 1996.
                  10.07    The Bank of Nashville Retirement Savings Plan.
                             Incorporated by reference to Exhibit 10.07 to the
                             Registrant's Annual Report Form 10-KSB for the year
                             ended December 31, 1996.
                  10.08    Community Financial Group, Inc.'s Associates' Stock
                             Purchase Plan. Incorporated by reference to Exhibit
                             10.08 to the Registrant's Annual Report Form 10-KSB
                             for the year ended December 31, 1996.
                  10.09    Community Financial Group, Inc. 1997 Nonstatutory
                             Stock Option Plan Incorporated by reference to
                             Exhibit 10.9 to the Registrant's Form S-2 (SEC file
                             333-24309)dated April 1, 1997.
                  10.10    Lease Agreement dated August 4, 1997 between The Bank
                             of Nashville and Graystone, LLC.
                  10.11    The Bank of Nashville letter of intent to purchase
                             property from ShoLodge, Inc. dated January 23,
                             1998.
                  11.      Statement re computation of per share earnings.
                  12.      Statement re computation of ratios. Not applicable.
                  13.      1997 Annual Report to Shareholders.
                  14.      Not required.
                  15.      Not required.
                  16.      Letter re change in certifying accountant. Not
                             applicable.




                                      -13-
<PAGE>   14



         (2)      Exhibits - Continued

                  17.      Not required.
                  18.      Letter re change in accounting principles. Not
                             applicable.
                  19.      Not required.
                  20.      Not required.
                  21.      Subsidiaries of the registrant.
                  22.      Published report regarding matters submitted to vote
                             of security holders. None.
                  23.      Consent of experts and counsel. None.
                  24.      Power of Attorney. None.
                  25.      Not required.
                  26.      Not required.
                  27.      Financial Data Schedule (for SEC use only).
                  28.      Information from reports furnished to state insurance
                             regulatory authorities. Not applicable.
                  99.      Additional Exhibits. None.


                                      -14-

<PAGE>   15


         (b)      Reports on Form 8-K

                  None








                                      -15-
<PAGE>   16




                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

THE BANK OF NASHVILLE

By: /s/ Mack S. Linebaugh, Jr.              Date:   March 24, 1998
    --------------------------------

Mack S. Linebaugh, Jr.
Chairman of the Board,
  President, Chief Executive
  Officer and Chief
  Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons or behalf of the registrant and
in the capacities and on the dates indicated.

/s/ Mack S. Linebaugh, Jr.                   /s/ L. Leon Moore
------------------------------               ---------------------------------
Mack S. Linebaugh, Jr.                       L. Leon Moore
Chairman of the Board,                       Director
  President, Chief
  Executive Officer                          Dated March 24,1998
  and Chief Financial
  Officer

Dated March 24, 1998

/s/ J. B. Baker, Jr.                         /s/ Perry W. Moskovitz
------------------------------               ---------------------------------
J. B. Baker, Jr.                             Perry W. Moskovitz
Director                                     Director

Dated March 24, 1998                         Dated March 24,1998


/s/ Jo D. Federspiel                         /s/ Norris Nielsen
------------------------------               ---------------------------------
Jo D. Federspiel                             Norris Nielsen
Director                                     Director

Dated March 24, 1998                         Dated March 24, 1998





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<PAGE>   17



SIGNATURES - Continued




/s/ Richard H. Fulton                        /s/ David M. Resha
------------------------------               ---------------------------------
Richard H. Fulton                            David M. Resha
Director                                     Director

Dated March 24, 1998                         Dated March 24, 1998



/s/ Edgar Thornton
------------------------------
G. Edgar Thornton
Director

Dated March 24, 1998







                                      -17-