EXHIBIT 99.1


                            (CIVITAS BANKGROUP LOGO)

                      810 Crescent Centre Drive, Suite 320
                               Franklin, TN 37067
                      office 615.263.9500 fax 615.383.8830


FOR IMMEDIATE RELEASE                        Contact:  Mike Alday
November 22, 2004                                      Alday Communications
                                                       615.791.1535

CIVITAS BANKGROUP PLANS BANKTENNESSEE TRANSFER

WEST TENNESSEE SHAREHOLDERS TO PURCHASE BANK DIVISION

FRANKLIN, Tenn. - Civitas BankGroup, Inc. (OTC: CVBG) announced today that it
has agreed in principle to transfer its BankTennessee subsidiary to a group of
existing BankTennessee directors who are also Civitas shareholders, announced
Richard Herrington, president of Civitas. The group is being led by Joel Porter
of Memphis, who currently serves as chairman of the Civitas board of directors'
executive committee and chairman of BankTennessee.

The proposed transfer will be accomplished on a tax-free basis through the
exchange by the shareholders of 2,000,000 shares of Civitas stock for all of the
existing shares of BankTennessee. The deal is valued at $17 million and is
subject to the execution of a definitive agreement and regulatory approval. The
sale is expected to be completed in the first quarter of 2005, said Herrington.

The agreement in principle was approved by Civitas directors who are not members
of the purchasing group. A fairness opinion from an independent third party will
be used to substantiate the transaction.

"This is a very positive development for Civitas BankGroup and our shareholders.
It allows us to focus on our growth markets in Middle Tennessee and redeploy our
capital for future opportunities," said Herrington. "We are extremely pleased to
have a group of West Tennessee shareholders who have the commitment and desire
to own BankTennessee and whose ownership in Civitas allows us to accomplish this
on a tax-free basis."

Based in Collierville, Tenn., BankTennessee has five branch offices in
Collierville, Memphis and Ripley. At September 30, 2004, BankTennessee had
assets of $193 million.




"We are looking forward to continuing to build BankTennessee as a leading
community bank in the Memphis, Collierville and Ripley area. The local ownership
model gives us the independence to do this," said Porter. "We plan to strengthen
the bank through additional capital."

Civitas BankGroup has two additional banks in West Tennessee that are being sold
pending regulatory approval. The sale of both Bank of Dyer and Bank of Mason are
expected to be closed by year end.

Civitas BankGroup is a multi-bank holding company headquartered in Franklin,
Tennessee, and the parent company of Cumberland Bank.

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THE STATEMENTS CONTAINED IN THIS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE
FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS
DESCRIBING OUR FUTURE PLANS, PROJECTIONS, STRATEGIES AND EXPECTATIONS, ARE BASED
ON ASSUMPTIONS AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF WHICH
ARE BEYOND OUR CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
PROJECTED DUE TO CHANGES IN INTEREST RATES, COMPETITION IN THE INDUSTRY, CHANGES
IN LOCAL AND NATIONAL ECONOMIC CONDITIONS AND VARIOUS OTHER FACTORS. ADDITIONAL
INFORMATION CONCERNING SUCH FACTORS, WHICH COULD AFFECT US, IS CONTAINED IN OUR
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.