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                                                                EXHIBIT 10.08


                        COMMUNITY FINANCIAL GROUP, INC.

                        ASSOCIATES' STOCK PURCHASE PLAN

                             (Amended and Restated

                             Effective May 1, 1996)


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                               TABLE OF CONTENTS
<TABLE>
<S>              <C>                                                             <C>
ARTICLE 1.       PURPOSE ........................................................ 1

ARTICLE 2.       DEFINITIONS .................................................... 1

ARTICLE 3.       ELIGIBLE ASSOCIATES ............................................ 4

ARTICLE 4.       STOCK SUBJECT TO THE PLAN ...................................... 4

ARTICLE 5.       GRANT OF OPTION AND PURCHASE OF STOCK .......................... 4

ARTICLE 6.       INTENTION TO PURCHASE .......................................... 5

ARTICLE 7.       AUTHORIZATION FOR ENTERING PLAN ................................ 6

ARTICLE 8.       AMOUNT OF PAYROLL DEDUCTIONS ................................... 6

ARTICLE 9.       CHANGE IN PAYROLL DEDUCTIONS ................................... 6

ARTICLE 10.      HARDSHIP WITHDRAWAL ............................................ 7

ARTICLE 11.      JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP; FRACTIONAL SHARES.... 7

ARTICLE 12.      NO TRANSFER OR ASSIGNMENT OF ASSOCIATE'S RIGHTS ................ 8

ARTICLE 13.      TERMINATION OF ASSOCIATE'S RIGHTS .............................. 8

ARTICLE 14.      SUSPENSION, TERMINATION AND AMENDMENTS TO THE PLAN ............. 8

ARTICLE 15.      LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN .......... 9

ARTICLE 16.      COMPANY'S PAYMENT OF EXPENSES RELATED TO THE PLAN .............. 9

ARTICLE 17.      ADMINISTRATION OF THE PLAN ..................................... 9

ARTICLE 18.      STOCKHOLDERS ...................................................10

ARTICLE 19.      APPLICATION OF FUNDS............................................10

ARTICLE 20.      CHANGES IN CAPITAL .............................................10

ARTICLE 21.      APPROVAL OF SHAREHOLDERS .......................................10

ARTICLE 22.      ADOPTION BY SUBSIDIARIES AND AFFILIATES ........................11
</TABLE>

           
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                                    ARTICLE 1

                                     PURPOSE

         The Community financial Group, Inc. Associates' Stock Purchase Plan
(the "Plan") is intended as an incentive to encourage Associates of Community
Financial Group, Inc. and its subsidiaries and affiliates which adopt the Plan
(the "Company") to identify with the fortunes of the Company through stock
ownership. Participation by all eligible Associates in this Plan consequently
shall be mandatory. 

                                    ARTICLE 2

                                   DEFINITIONS

         Unless otherwise explicitly specified, the following words and phrases
as used herein shall have the meanings set forth below and shall be interpreted
as stated in this ARTICLE.

2.01     "Account" shall mean the Account established and maintained in the name
of each participating Associate for the purpose of holding the amounts deducted
from the Associate's Compensation pursuant to ARTICLE 7 and shares of Common
Stock purchased with such amounts pursuant to ARTICLE 5.

2.02     "Administrator" shall mean, with respect to the Plan, The Bank of
Nashville.

2.03     "Associate" shall mean any employee of Community Financial Group, Inc.,
The Bank or any other subsidiary or affiliate of The Bank or Community Financial
Group, Inc. which shall adopt the Plan.

2.04     "Authorization" or "Authorization Form" shall mean an Associate's
written participation form wherein the Associate agrees to accept a deduction in
Compensation from the Company for the purpose of purchasing shares of the
Company's Common Stock hereunder. As provided in ARTICLES 7 and 10, if an
eligible Associate does not properly complete an Authorization Form, or does not
complete such form in time before any deadline, he shall be deemed to authorize
payroll deductions at the lowest level permitted in ARTICLE 8.

2.05     "Average Market Price" shall mean the average of the bona fide bid and
ask prices of Common Stock of the Company in the market on any relevant date.

2.06     "The Bank" shall mean The Bank of Nashville.

2.07     "Board" shall mean the Board of Directors of Community Financial Group,
Inc.


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2.08     "Business Day" shall mean a day on which there is trading in The Bank's
Common Stock.

2.09     "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.10     "Committee" shall mean the Committee to which the Company may delegate
its administrative duties and responsibilities in the day-to-day operations of
the Plan in accordance with ARTICLE 17. The Committee shall be appointed by the
Board.

2.11     "Common Stock" shall mean voting Common Stock of Community Financial
Group, Inc.

2.11.1   "Company" shall mean Community Financial Group, Inc.When the context
requires "Company" shall include The Bank of Nashville and any other subsidiary
or affiliate of Community Financial Group, Inc. or The Bank of Nashville which
has adopted the Plan.

2.12     "Compensation" shall mean compensation paid as wages or a salary by the
Company to an Associate for services rendered during the Plan Year under
consideration, but excluding bonuses, short- or long-term disability payments,
special non-recurring payments such as performance or recognition awards,
payments for or in the nature of reimbursements, and incentive awards (including
incentive phantom stock appreciation rights awards), and all contributions by
the Company to the Plan and to any other employee benefit plan maintained by the
Company.

2.13     "Effective Date" shall mean January 1, 1990.

2.14     "Par Value" shall mean the par value of Common Stock as established by
Community Financial Group, Inc. On the Effective Date of the Plan, Par Value is
$6.00 per share. 

2.15     "Payment Period" shall mean each of the twelve (12) calendar month
periods of a Plan Year during which payroll deductions will be accumulated under
the Plan and shall include only regular paydays falling within each such Payment
Period.

2.16     "Plan" shall mean the Community Financial Group, Inc. Associates' Stock
Purchase Plan, as contained herein and as amended from time to time. 

2.17     "Plan Year" shall mean the 12 consecutive-month period of January 1
through December 31.

2.18     "Purchase Price" shall be, for each Payment Period, the lesser of:


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         (a)   The Market Price at which the Trustee is able to acquire the
         Company's Common Stock on the open market at the Open Market Purchase
         Date as defined in ARTICLE 2.18.4 below; or

         (b) The Gross Purchase Price (as defined in ARTICLE 2.18.1 below), less
         the Purchase Price Discount (as defined in ARTICLE 2.18.2 below),
         rounded up to avoid fractions other than one-quarter (1/4), one-half
         (1/2) and three-quarters (3/4); provided, however, that in no event
         shall the Purchase Price be less than Par Value (as defined in ARTICLE
         2.14 above).

2.18.1   "Gross Purchase Price" shall be the lesser of the:

     (a) Average Market Price of the Company's Common Stock on the first
         Business Day of the Payment Period; or

     (b) Average Market Price of the Company's Common Stock on the last
         Business Day of the Payment Period.

2.18.2   "Purchase Price Discount" shall be fifteen percent (15%) of the Gross
Purchase Price until September 30, 1996, and thereafter the Purchase Price
Discount shall be sixteen percent (16%) or such other percentage as may be
established from time to time by the Board. Nevertheless, in those Payment
Periods when the Purchase Price shall equal less than the Par Value of the
Company's Common Stock, then the Purchase Price Discount shall be decreased by
the smallest amount necessary to avoid violation of ARTICLE 5 of this Stock
Purchase Plan; provided, however, in no event shall the Purchase Price Discount
be reduced below zero percent (0%).

2.18.3   "Market Price" shall be the net purchase price of the Company's Common 
Stock at which the Trustee may acquire the Company's Common Stock upon the open
market. 

2.18.4   "Open Market Purchase Date" shall be the first Business Day
following the Business Day the computation of the "Purchase Price" is completed
pursuant to ARTICLE 2.18 above. 

2.19     "Termination of Employment" shall mean the cessation of active work by 
an Associate for the Company. However, should an Associate cease active work due
to sickness, injury, leave of absence, or temporary layoff, employment shall be 
deemed to be continued according to the policies of the Company. 

2.20     "Trustee" shall mean The Bank of Nashville. 

          When appropriate, words used in this Plan in the singular may be read 
in the plural, or the plural may include the singular, or the masculine may 
include the feminine.


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                                   ARTICLE 3

                              ELIGIBLE ASSOCIATES

         All full-time Associates of the Company or permanent part-time
Associates of the Company who work at least twenty (20) hours per week and five
(5) months each calendar year shall purchase shares of the Company's Common
Stock under the terms of this Plan; provided, however, that in no event may an
Associate who would own stock representing 5% or more of the total combined
voting power or value of all classes of stock of the Company after an option is
granted hereunder be or continue to be considered to be an eligible Associate
for purposes of this Plan while exceeding such stock ownership level. For
purposes of determining stock ownership under this ARTICLE, the rules of Section
425(d) of the Code shall apply and stock which the Associate may purchase under
outstanding options shall be treated as stock owned by the Associate.

         In no event may individuals other than Associates be granted options to
purchase stock under this Plan.

                                   ARTICLE 4

                           STOCK SUBJECT TO THE PLAN

         The total number of shares of Common Stock of the Company that shall be
purchased under the Plan is 100,000 shares, which may consist, in whole or in
part, of unissued shares or treasury shares.

                                   ARTICLE 5

                     GRANT OF OPTION AND PURCHASE OF STOCK

         Twelve times each Plan Year, as of the first day of each Payment
Period, the Company will grant to each eligible Associate an option to purchase
Common Stock of the Company as of the last day of such Payment Period at the
Purchase Price of Common Stock for that Payment Period not to exceed ten percent
(10%) of the eligible Associate's Compensation. As a condition of employment,
each Associate shall authorize, or shall be deemed to authorize under ARTICLES 7
and 10, payroll deductions to pay for the Common Stock for which the option has
been granted. All payroll deductions of an Associate shall be credited to the
Associate's Account prior to the actual purchase of stock at the end of a
Payment Period. Deductions after the last day of a Payment Period shall be
included in the subsequent Payment Period.

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         As of the end of each Payment Period, the Company shall purchase for
each eligible Associate who is then a participant in the Plan as of the last day
of such Payment Period, at the Purchase Price, shares of the Common Stock of the
Company to the extent of his accumulated payroll deductions as of the last day
of a Payment Period. Notwithstanding the foregoing, if the Purchase Price of the
Common Stock on the relevant Business Day is less than the Par Value of Common
Stock on that day as established by the Company, the Company shall not be
permitted hereunder to purchase Common Stock from the Company, and the
provisions of the preceding sentence shall be suspended. In the event Common
Stock cannot be purchased with respect to a Payment Period, payroll deductions
shall continue under this Plan, however, and the accumulated payroll deductions
in Accounts other than for the then current Payment Period shall be used to
purchase Common Stock on the first date such Common Stock may be purchased from
the Company at a Purchase Price which is equal to or above Par Value. If the
Purchase Price shall be the Market Price calculated pursuant to ARTICLE 2.18(a),
then the Trustee shall proceed to acquire the Company's Common Stock in the open
market on the Open Market Purchase Date. 

         Any cash dividends paid on Common Stock held in an Associate's Account
shall be used to purchase additional shares of Common Stock at the Purchase
Price as soon as possible on or after the dividend date. Stock dividends paid on
Common Stock held in an Associate's Account shall be held in that Account and
shall be treated as Common Stock purchased under this Plan.

         No Associate shall be permitted to purchase Common Stock under the Plan
and any similar plans of the Company or any parent or subsidiary corporations
which exceeds $25,000 of fair market value of such stock (determined at the time
such purchase is made) for each calendar year in which such purchase is made.
The purpose of the limitation in the preceding sentence is to comply with
Section 423(b)(8) of the Code.

                                   ARTICLE 6

                             INTENTION TO PURCHASE

         Each eligible Associate who continues to be a participant in the Plan
on the last day of a Payment Period shall be deemed to have irrevocably stated
his intention to exercise his option and purchase from the Company the number of
such whole or fractional shares of Common Stock reserved for the purpose of the
Plan as his accumulated payroll deductions during such Payment Period will pay
for at such Purchase Price. If a participant is not an Associate on the last day
of a Payment Period, he shall not be entitled to exercise his option and
purchase such shares. 

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                                   ARTICLE 7

                        AUTHORIZATION FOR ENTERING PLAN

         An Associate may enter the Plan by filling out, signing and delivering
to the Company an Authorization in the form and manner satisfactory to the
Company:

         (a) stating the percentage or fixed dollar amount of Compensation to
     be deducted regularly from his pay; and

         (b) authorizing the purchase of stock for him in each Payment Period
     in accordance with the terms of the Plan.

         Such Authorization must be received by the Company no less than ten
(10) days before the beginning of a Payment Period in order to be effective for
such Payment Period and shall be effective until changed in accordance with
ARTICLE 9.

         If an eligible Associate does not properly complete an Authorization
Form, or does not complete such Form in time before any deadline, he shall be
deemed to authorize payroll deductions at the lowest level permitted in ARTICLE
8.

         The Company will accumulate and hold in the Associate's Account the
amounts deducted from his pay until such amounts are used to purchase Common
Stock.

                                   ARTICLE 8

                          AMOUNT OF PAYROLL DEDUCTIONS

         An Associate may authorize payroll deductions in an amount not less
than $5.00 per pay period, but not more than 10% of his Compensation received
during the Payment Period.

                                   ARTICLE 9

                          CHANGE IN PAYROLL DEDUCTIONS

         Deductions may be increased or decreased only at the beginning of a
Payment Period. A new Authorization must be received by the Committee no less
than ten (10) days before the beginning of a Payment Period in order to be
effective for such Payment Period. 

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                                   ARTICLE 10

                              HARDSHIP WITHDRAWAL

         An Associate may request a withdrawal from participation in the Plan in
the event of hardship. For purposes of this Section, hardship is defined as an
immediate and heavy financial need as provided in the Code Section 401(k) plan
maintained by the Company. As Associate's request for hardship withdrawal shall
be made by delivering an Authorization to the Committee indicating such
Associate's intent to withdraw. If the Committee approves such hardship
withdrawal, the Company will promptly refund the entire balance of the
Associate's deductions accumulated during the current Payment Period and the
number of paid-up shares of Common Stock held in the Associate's Account, but
such withdrawal shall not be in excess of the amount of the immediate and heavy
financial need.

         An Associate who makes a hardship withdrawal from the Plan shall be
suspended from participation in the Plan for six (6) months. To re-enter, the
Associate must file a new Authorization no less than ten (10) days before the
beginning of a Payment Period in order to be effective for such Payment Period.
If the again eligible Associate does not properly and timely complete an
Authorization Form, he shall be deemed to authorize payroll deductions at the
lowest level permitted in ARTICLE 8.

                                  ARTICLE 11 

          JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP; FRACTIONAL SHARES

         Stock purchased under the Plan will be held in an Account in the name
of the Associate or, if his Authorization so specifies, in the name of the
Associate and another person of legal age as joint tenants with rights of
survivorship.

         While an Associate, the Associate may request, and the Plan shall
issue, Common Stock from his Account. Certificates will be issued to the
Associate, however, only in multiples of one hundred (100) shares.

         As soon as possible after the Associate ceases to be an Associate as
described under ARTICLE 13, all Common Stock remaining in his Account shall be
issued, and all payroll deductions not yet used to purchase Common Stock shall
be refunded, in accordance with ARTICLE 13. The value of fractional shares of
Common Stock in his Account at that time will be issued in cash.

         The distribution shall be made in a single payment (to the extent
possible) to the former Associate, or in the event of the Associate's death, to
his designated beneficiary (or estate, if

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no designation is made), unless there is a joint tenant with rights of
survivorship. A Participant's designation of a beneficiary will be ineffective
to the extent it purports to supersede the rights of a joint tenant with rights
of survivorship. 

                                   ARTICLE 12

                NO TRANSFER OR ASSIGNMENT OF ASSOCIATE'S RIGHTS

         An Associate's rights under the Plan are his alone and may not be
transferred, assigned to or availed of by any other person.

                                   ARTICLE 13

                       TERMINATION OF ASSOCIATE'S RIGHTS

An Associate's participation in, and his option rights under, the Plan will
terminate when he ceases to be an Associate because of retirement, resignation,
discharge, death, change of status, or due to his Termination of Employment. A
withdrawal authorization will be considered as having been received from the
Associate on the day he ceases to be an Associate, and as soon as possible
thereafter his Account shall be distributed in accordance with ARTICLE 11.

If an Associate's payroll deductions are interrupted by any legal process, a
withdrawal authorization will be considered as having been received from him on
the day the interruption occurs to the extent that the legal process attaches
and levies upon Common Stock held in his Account and the distribution shall be
made in the name of the Associate, and for his benefit, to the court which
issued the legal process.

                                   ARTICLE 14

               SUSPENSION TERMINATION AND AMENDMENTS TO THE PLAN

         The Plan may be suspended or terminated at any time by the Board of
Directors of the Company. It will terminate in any case when all or
substantially all of the shares of Common Stock available from the Company for
the purposes of the Plan have been purchased. If at any time shares of Common
Stock reserved for the purpose of the Plan remain available for purchase but not
in sufficient number to satisfy all then unfilled purchase requirements, the
available shares shall be apportioned among

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participants in proportion to their options and the Plan shall terminate. Upon
such termination or any other termination of the Plan, all payroll deductions
not used to purchase stock will be refunded.

         The Board of Directors of the Company also reserves the right to amend
the Plan from time to time in any respect.

                                   ARTICLE 15

             LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN

The Plan is intended to provide Common Stock to Associates for investment and
not for resale. The Company does not, however, intend to restrict or influence
any Associate in the conduct of his own affairs. Since the Common Stock of the
Company is registered under Federal and State law, an Associate may, therefore,
sell stock purchased under the Plan at any time he chooses after the issuance of
such stock. 

                                   ARTICLE 16

               COMPANY'S PAYMENT OF EXPENSES RELATED TO THE PLAN

         The Company will bear all costs of administering and carrying out the
Plan.

                                   ARTICLE 17

                           ADMINISTRATION OF THE PLAN

         The Bank of Nashville shall be the Plan Administrator but the
day-to-day operation of the Plan shall be performed by the Committee, which
shall be appointed by the Board. Acts by a majority of the Committee, or acts
reduced to or approved in writing by a majority of the members of the Committee,
shall be the valid acts of the Committee.

         The interpretation and construction by the Board, or by the Committee
acting for the Board, of any provisions of the Plan shall be final. The Board,
or the Committee acting for the Board, may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem best. No member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any option granted under it.

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                                   ARTICLE 18

                                  STOCKHOLDERS

         The purchase of shares of Common Stock by an Associate constitutes
ownership of the shares by such Associate.

                                   ARTICLE 19

                              APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Common Stock
under the Plan will be used for general corporate purposes.

                                   ARTICLE 20

                               CHANGES IN CAPITAL

         If the Common Stock of the Company subject to the Plan shall at any
time be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation, the
number and kind of shares subject to this Plan and the purchase prices shall be
appropriately and equitably adjusted so as to maintain the purchases prices
thereof. In the event of a dissolution or liquidation of the Company or a
merger, consolidation, sale of all or substantially all of its assets, or other
corporate reorganization in which the Company is not the surviving corporation,
but the holders of its Common Stock receive securities of another corporation,
any outstanding options hereunder shall terminate. The existence of the Plan
shall not in any way prevent any transaction described herein and no holder of
an option shall have the right to prevent such transaction. Notwithstanding the
foregoing, the effectuation of the Agreement and Plan of Exchange whereby the
outstanding shares of The Bank were exchanged for shares of Community Financial
Group, Inc. shall not have the effect of terminating any options outstanding
under the Plan, and any and all such outstanding options shall be automatically
converted to options to purchase shares of Community Financial Group, Inc.

                                   ARTICLE 21

                            APPROVAL OF SHAREHOLDERS

         This Plan was initially adopted by the Board of Directors of The Bank
and was approved by the shareholders of The Bank within twelve (12) months of
such adoption date. 

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                                   ARTICLE 22

                    ADOPTION BY SUBSIDIARIES AND AFFILIATES

         The Plan may be adopted by Community Financial Group, Inc. and any
subsidiary or affiliate of The Bank or of Community Financial Group, Inc. by
action of their respective Boards of Directors.

         IN WITNESS WHEREOF, the Company and the Trustee hereby adopt this
Amended and Restated Plan effective as of the close of business on April 30,
1996.

                                    THE BANK OF NASHVILLE

ATTEST:

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

                                    THE BANK OF NASHVILLE, TRUSTEE

ATTEST:                       
                                    By: /s/ Wirt C. McKnight
/s/ Joan B. Marshall                   --------------------------------------
----------------------------            Wirt C. McKnight
Joan B. Marshall, Secretary             Senior Vice President


         IN WITNESS WHEREOF, Community Financial Group, Inc. hereby adopts this
Amended and Restated Plan effective as of the close on April 30, 1996.

                                    COMMUNITY FINANCIAL GROUP, INC.
ATTEST:
                                    By: /s/ Mack S. Linebaugh, Jr., 
/s/ Joan B. Marshall                    --------------------------------------
---------------------------             Mack S. Linebaugh, Jr., Chairman
 Joan B. Marshall, Secretary            President and Chief Executive Officer