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                                                                   EXHIBIT 10.19


                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement entered into this 15th day of
September, 2000, by and among COMMUNITY FINANCIAL GROUP, INC., a Tennessee
corporation (the "Company"), THE BANK OF NASHVILLE, a banking corporation
organized under the laws of the State of Tennessee (the "Bank"), and J. HUNTER
ATKINS (the "Executive").

                                  WITNESSETH:

     WHEREAS, the Company is a one-bank holding company which owns one hundred
per cent (100%) of the outstanding stock of the Bank;

     WHEREAS, the Company and the Bank desire to retain the services of
Executive on the terms and conditions set forth herein and, for purposes of
effecting the same, the Boards of Directors of the Company and the Bank have
approved this Employment Agreement and authorized its execution and delivery to
the Executive on behalf of the Company and the Bank;

     WHEREAS, the Executive serves as President and Chief Executive Officer of
the Company and, as such, is a key executive officer of the Company whose
continued dedication, availability, advice and counsel to the Company is deemed
important to the Company, the Board of Directors of the Company, and the
present and future stockholders of the Company;

     WHEREAS, the Executive serves as President and Chief Executive Officer of
the Bank and, as such, is a key executive officer of the Bank whose continued
dedication, availability, advice and counsel to the Bank is deemed important to
the Board of Directors of the Bank, the Bank and the Company;

     WHEREAS, the Company and the Bank wish to attract and retain
well-qualified executives, and it is in the best interests of the Company, the
Bank and the Executive, notwithstanding any change in control of the Company or
the Bank, to secure the services of the Executive, whose experience and
knowledge of the affairs of the Company and the Bank, and whose reputation and
contacts in the industry, are extremely valuable to the Company and the Bank;
and

     WHEREAS, the Company and the Bank consider the establishment and
maintenance of a sound and vital management team to be part of their overall
corporate strategy and to be essential to protecting and enhancing the best
interests of the Bank, the Company, and its stockholders.

     NOW, THEREFORE, to assure the Company and the Bank of the Executive's
continued dedication, the availability of Executive's advice and counsel to the
Boards of Directors of the Company and the Bank, the availability of
Executive's management skills to the Company and the Bank, and to induce the
Executive to remain and continue in the employ of the Company and the Bank in
Executive's current capacities, and for other good and valuable consideration,
the receipt and adequacy of which each party hereby acknowledged, the Company,
the Bank and the Executive hereby agree as follows:
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     1.  EMPLOYMENT.  The Company and the Bank agree to, and do hereby, employ
Executive and Executive agrees to, and does hereby, accept such employment, all
upon the terms and conditions hereinafter set forth.

     2.  TERM:  The initial term of employment under this Agreement shall be for
a period of one (1) year, commencing on the date first above written and ending
at the close of business one year from said date. This Agreement shall be
automatically renewed for succeeding terms of one (1) year each, unless either
party shall, at least thirty (30) days, but not more than one hundred eighty
(180) days, prior to the expiration of any term, give written notice of his or
its intention not to renew this Agreement.

     3.  EMPLOYMENT; DUTIES, AUTHORITY, AND RESPONSIBILITIES:

         (a)  During the term of employment of the Executive by the Company and
the Bank, the Executive shall devote Executive's full business time and
attention to the rendition of services as President and Chief Executive Officer
of the Company and as President and Chief Executive Officer of the Bank, and to
the furtherance of the best interests of the Company and the Bank, and shall
exert Executive's best efforts in the rendition of such services. The Executive
agrees that in the rendition of such services and in all aspects of such
employment Executive will comply with the policies, standards and regulations
of the Company and the Bank as from time to time established by their
respective Boards of Directors. The expenditure by the Executive of reasonable
amounts of time for charitable, professional and similar activities is
encouraged and shall not be deemed a breach of this Agreement provided such
activities do not materially interfere with the services to be rendered to the
Company and the Bank hereunder. Further, Executive shall be allowed to pursue
personal business ventures and such ventures shall not be deemed a breach of
this Agreement as long as (i) such ventures do not violate Section 18 below,
(ii) Executive's involvement in such ventures is only in the nature of a
passive investor, and (iii) Executive's involvement in such ventures does not
materially interfere with the services to be rendered to the Company and the
Bank hereunder.

         (b)  As President and Chief Executive Officer of the Company, the
Executive shall have the general powers and duties of supervision and
management of the Company (the Company includes any and all subsidiaries,
ventures and related business) which usually pertain to such offices and shall
perform all such other duties as are properly required of Executive by the
Board of Directors of the Company. In performing the services hereunder, the
Executive shall be responsible to and shall report only to the Board of
Directors of the Company.

         (c)  The Board of Directors of the Company hereby grants the Executive
the necessary authority and responsibility for the day-to-day operations of the
Company and the implementation of the policies set by the Board of Directors of
the Company. All officers of the Company shall be supervised by, be
responsible to, and shall report, directly or indirectly, to the Executive
pursuant to such reporting structure as shall be established from time to time
by the Executive. A material reduction or limitation in these duties and
responsibilities by the Company shall constitute a breach of this Agreement by
the Company. In the event of any breach of any provision of this Agreement by
the Company which breach is not cured within ten (10) days after


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written notice of the breach to the Company by the Executive shall entitle the
Executive to terminate his employment by the Company pursuant to this Agreement
by not less than sixty (60) days written notice to the Board of Directors of
the Company and, at the option of Executive, to terminate his employment by the
Bank pursuant to this Agreement by not less than sixty (60) days written notice
to the Board of Directors of the Bank. Any such termination by the Executive of
his employment by the Bank hereunder resulting from a breach of the terms of
this Agreement shall be treated the same as a termination by the Bank without
cause and governed by Section 9 below, unless such breach occurs in
Contemplation of a Change of Control or within twelve (12) months after a
Change of Control, and constitutes Good Reason for the Executive to terminate
Executive's employment, in which case it shall be governed by Section 15 below.

         (d) As President and Chief Executive Officer of the Bank, the
Executive shall have the general powers and duties of supervision and
management of the Bank (the Bank includes any and all subsidiaries, ventures
and related business) which usually pertain to such offices and shall perform
all such other duties as are properly required of him by the Board of
Directors. In performing the services hereunder, the Executive shall be
responsible to and shall report only to the Board of Directors of the Bank.

         (e) The Board of Directors of the Bank hereby grants the Executive the
necessary authority and responsibility for the day-to-day operations of the
Bank and the implementation of the policies set by the Board of Directors of
the Bank. All officers of the Bank shall be supervised by, be responsible to,
and shall report, directly or indirectly, to the Executive pursuant to such
reporting structure as shall be established from time to time by the Executive.
A material reduction or limitation in these duties and responsibilities by the
Bank shall constitute a breach of this Agreement by the Bank. In the event of
any breach of any provision of this Agreement by the Bank which breach is not
cured within ten (10) days after written notice of the breach to the Bank by
the Executive shall entitle the Executive to terminate his employment by the
Bank pursuant to this Agreement by not less than sixty (60) days written notice
to the Board of Directors of the Bank and, at the option of Executive,
to terminate his employment by the Company pursuant to this Agreement by not
less than sixty (60) days written notice to the Board of Directors of the
Company. Any such termination by the Executive of his employment by the Bank
hereunder resulting from a breach of the terms of this Agreement shall be
treated as a termination by the Bank without cause and governed by Section 9
below, unless such breach occurs in Contemplation of a Change of Control or
within twelve (12) months after a Change of Control, and constitutes Good
Reason for the Executive to terminate Executive's employment, in which case it
shall be governed by Section 15 below.

     4.  COMPENSATION: The Bank agrees to pay Executive, and Executive agrees
to accept, as compensation for all services rendered by him to the Company, the
Bank and their affiliates during the period of his employment under this
Agreement, base compensation at the annual rate of not less than $200,000,
which shall be payable in accordance with the normal payroll policies of the
Bank and shall be subject to all appropriate withholding taxes.


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     5.  PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES AND
         MOVING EXPENSES:

         (a)   During the term of this Agreement, Executive shall be entitled to
participate in all pension, group insurance, hospitalization, deferred
compensation, Company paid life insurance, or incentive plans, and any other
benefit plan of the Company or the Bank presently in effect or hereafter adopted
by the Company or the Bank and generally available to all employees of either
organization of senior executive status (the "Benefit Plans").

         (b)   During the term of this Agreement, to the extent that such
expenditures meet the requirements of the Internal Revenue Code for
deductibility by the Company or the Bank for federal income tax purposes and
are substantiated by the Executive as required by the Internal Revenue Service
and policies of the Company and the Bank, the Bank shall reimburse the
Executive promptly for all expenditures (including travel, entertainment,
parking, business meetings, and the monthly costs, including dues, of
maintaining memberships at appropriate clubs, including, but not limited to,
Nashville City Club) made in accordance with rules and policies established
from time to time by the Board of Directors of the Bank in pursuance and
furtherance of the Company's and the Bank's business and good will.

         (c)   During the term of this Agreement, in the event that the Company
or the Bank relocates its principal executive offices to a location more than
one hundred (100) miles from Nashville, Tennessee, or the Board of Directors of
either the Company or the Bank requires the Executive to be based anywhere more
than one hundred (100) miles from the Bank's principal executive offices, the
Bank shall pay (or reimburse the Executive for) all reasonable moving expenses
incurred by Executive relating to a change of Executive's principal residence
in connection with such relocation, provided that the Executive furnishes the
Bank with adequate records and documentary evidence for the substantiation of
such reimbursement.

     6.  ILLNESS:  In the event Executive is unable to perform Executive's
duties under this Agreement on a full-time basis for a period of six (6)
consecutive months by reason of illness or other physical or mental disability,
and at or before the end of such period Executive does not return to work on a
full-time basis, the Company and the Bank may jointly terminate Executive's
employment pursuant to this Agreement without further or additional
compensation being due the Executive from the Bank pursuant to this Agreement,
except that the Executive shall be paid Executive's base compensation from the
Bank at the rate in effect at the time of Executive's termination for a period
of twelve (12) months from the date of the commencement of the Executive's
inability to perform his duties, less any disability payments payable during
such time under any disability plans maintained and paid for by the Bank, and
Executive shall continue to participate in all Benefit Plans in effect at the
time of Executive's termination for a period of twelve (12) months from the
date of the commencement of the Executive's inability to perform his duties.

     7.  DEATH:  In the event of the Executive's death during the term of this
Agreement, Executive's estate, legal representatives or named beneficiaries (as
directed by the Executive in writing) shall be paid Executive's base
compensation from the Bank at the rate in effect at the time of the Executive's
death under this Agreement for the period of twelve (12) months from the date


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of the Executive's death, less any amounts payable to Executive's estate or
beneficiaries under life insurance policies on the life of Executive maintained
and paid for by Bank.

     8. TERMINATION BY COMPANY: Notwithstanding the provisions of Section 2
above, the Board of Directors of the Company may, in its sole discretion,
terminate the Executive's employment with the Company under this Agreement at
any time in any lawful manner by not less than thirty (30) days written notice
to the Executive, in which event the Executive shall be entitled to elect to
have such termination likewise constitute a termination of Executive's
employment by the Bank. If Executive so elects, then unless such termination is
for Cause as defined in Section 10 of this Agreement or unless the Executive's
employment is terminated in Contemplation of a Change of Control or within
twelve (12) months after a Change of Control, Executive shall be entitled to the
compensation provided for in Section 9 below.

     9. TERMINATION BY BANK: Notwithstanding the provisions of Section 2 of this
Agreement, the Board of Directors of the Bank may, in its sole discretion,
terminate the Executive's employment with the Bank under this Agreement at any
time in any lawful manner by not less than thirty (30) days written notice to
the Executive (or, at the Bank's option, pay for such thirty days in lieu of
notice) and in such event, unless the Bank terminates the Executive's employment
with the  Bank for Cause as defined in Section 10 of this Agreement or, unless
the Executive's employment is terminated in Contemplation of a Change of Control
or within twelve (12) months after a Change of Control, the Executive shall be
paid, during the twelve (12) months following such termination at such times as
payment was theretofore made, the base compensation that the Executive would
have been entitled to receive during such period of time had such termination
not occurred, such payments to be in addition to any payment in lieu of notice.
Furthermore, the Bank shall pay to the Executive in equal monthly payments an
amount sufficient to fully fund any Benefit Plans of the Bank, with respect to
the Executive, commencing at the beginning of the first month following
termination of Executive's employment with the Bank pursuant to this paragraph,
and ending twelve (12) months after such termination. In the event that a
payment made with respect to any benefit plan or program would otherwise violate
the terms of the plan or program, an equivalent amount shall be paid directly to
Executive. Executive shall owe no duty to mitigate these payments, and shall not
be required to obtain or attempt to obtain alternate employment during such
twelve (12) month period. If Executive obtains other gainful employment during
such twelve (12) month period, the compensation and benefits received by
Executive during said period from such other employment shall not reduce the
payments otherwise due to Executive pursuant to this section.

     10. TERMINATION FOR CAUSE:

         (a) Notwithstanding the provisions of this Agreement, the Board of
Directors of the Company may, in its sole discretion, terminate the Executive's
employment with the Company for Cause. For the purposes of this Agreement, the
Company shall have "Cause" to terminate the Executive's employment hereunder:
(i) because of the Executive's personal dishonesty, incompetence, willful
misconduct, gross negligence, willful breach of fiduciary duty (including
involving personal profit), failure to substantially perform stated duties
described in Section 3 of this Agreement, willful violation of any material law,
rule, regulation (other than traffic violations or similar offenses), willful
violation of any final cease-and-desist order issued by any regulatory


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agency having jurisdiction over the Company or the Bank, or material breach by
the Executive of any provision of this Agreement or any related agreement
entered into by the Executive; or (ii) if the Board of Directors of the Bank
terminates the employment of Executive with the Bank of Cause pursuant to
subsection (c) of this Section 10. For purposes of this paragraph, no act, or
failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith or without reasonable
belief that his action or omission was in the best interest of the Company;
provided that any act or omission to act on the Executive's behalf in reliance
upon an opinion of counsel to either the Company or the Bank shall not be deemed
to be "willful." Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until there shall have been
a resolution approved by a majority of the non-officer members of the Board of
Directors of the Company finding that, in the good faith opinion of such
majority, the Executive was guilty of conduct which is deemed to be Cause within
the meaning of this paragraph, after notice to the Executive and an opportunity
for him, together with his counsel, to be heard before such majority (with the
Company Board retaining the right to deliberate without the Executive and his
counsel present before and/or after such hearing).

         (b)   If the Company terminates the Executive's employment with the
Company for Cause in accordance with Section 10(a) of this Agreement, the
Company shall have no obligation to make any further payments to or provide
benefits for the Executive, provided that the Executive shall be entitled to
receive any accrued compensation or benefits, insured or otherwise, that he
would otherwise have been eligible to receive under any Benefit Plans of the
Company through the date of such termination.

         (c)   Notwithstanding the provision of this Agreement, the Board of
Directors of the Bank may, in its sole discretion, terminate the Executive's
employment with the Bank for Cause. For the purposes of this Agreement, the Bank
shall have "Cause" to terminate the Executive's employment hereunder: (i)
because of the Executive's personal dishonesty, incompetence, willful
misconduct, gross negligence, willful breach of fiduciary duty (including
involving personal profit), failure to substantially perform stated duties
described in Section 3 of this Agreement, willful violation of any material law,
rule, regulation (other than traffic violations or similar offenses), willful
violation of any final cease-and-desist order issued by any regulatory agency
having jurisdiction over the Company or the Bank, the imposition of any sanction
upon the Executive by any such regulatory agency, or material breach by the
Executive of any provision of this Agreement or any related agreement entered
into by the Executive; or (ii) if the Board of Directors of the Company
terminates Executive's employment with the Company for Cause pursuant to
subsection (a) of this Section 10. For purposes of this paragraph, no act, or
failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith or without reasonable
belief that his action or omission was in the best interest of the Bank;
provided that any act or omission to act on the Executive's behalf in reliance
upon an opinion of counsel to either the Company or the Bank shall not be deemed
to be "willful." Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until there shall have been
a resolution approved by a majority of the non-officer members of the Board of
Directors of the Bank finding that, in the good faith opinion of such majority,
the Executive was guilty of conduct which is deemed to be Cause within the
meaning of this paragraph, after notice to the Executive and an opportunity for
him, together with his counsel to be heard before such majority (with the Bank

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Board retaining the right to deliberate without the Executive and his counsel
present before and/or after such hearing).

         (d)  If the Bank terminates the Executive's employment with the Bank
for Cause in accordance with Section 10(c) of this Agreement, the Bank shall
have no obligation to make any further payments to or provide benefits for the
Executive, provided that the Executive shall be entitled to receive any accrued
compensation or benefits, insured or otherwise, which Executive would otherwise
have been eligible to receive under any Benefit Plans of the Bank through the
date of such termination.

     11.  TERMINATION BY THE EXECUTIVE: The Executive may terminate the
Executive's employment with the Company or with the Bank hereunder at any time
upon sixty (60) days written notice to the affected entity. If the Executive
terminates the Executive's employment with either the Company or the Bank other
than for breach of this Agreement as provided in Section 3, for Good Reason, in
Contemplation of a Change of Control or within twelve (12) months after a
Change of Control, Executive shall be deemed to have voluntarily terminated
Executive's employment with both the Company and the Bank ("Voluntary
Termination"), and thereupon the Company and the Bank shall have no obligation
to make any further payments to or provide benefits for the Executive, provided
that the Executive shall be entitled to receive any accrued compensation and
benefits, insured or otherwise, that he would otherwise have been eligible to
receive under any Benefit Plans of the Company or the Bank through the date of
such termination.

     12.  DEFINITION OF CHANGE OF CONTROL OF THE COMPANY: A "Change of Control"
of the Company shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934 ("Exchange Act") or
such item thereof which may hereafter pertain to the same subject; provided
that, and notwithstanding the foregoing, a Change of Control shall be deemed to
have occurred if (i) any person (as that term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing thirty-five percent (35%)
or more of the combined voting power of the Company's then outstanding
securities, or (ii) the Company shall cease to be a publicly owned corporation,
as defined in the Exchange Act.

     13.  DEFINITION OF CHANGE OF CONTROL OF THE BANK: A "Change of Control" of
the Bank shall mean any Change of Control of the Company, or any change or
series of changes in circumstances which result in the Company ceasing to own,
control, and vote an absolute majority of the voting securities of the Bank.

     14.  TERMINATION BY COMPANY OR BANK AFTER CHANGE IN CONTROL: If a Change
of Control of the Company or a Change of Control of the Bank shall have
occurred, this Agreement shall continue in full force and effect. If the
Executive's employment is terminated by the Company or the Bank within twelve
(12) months after a Change of Control of the Company, as defined in Section 12
above, or a Change of Control of the Bank, as defined in Section 13 above, or
in Contemplation of a Change of Control of either, as defined below, Executive
shall be entitled to be paid an amount equal to two and ninety-nine hundredths
(2.99) times the sum of Executive's


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annual base cash compensation plus the annual value of Executive's participation
in all Benefit Programs in effect at the time of such termination. At
Executive's option, the sums payable pursuant to this Section will be paid in
full in a lump sum and without discount within thirty (30) days of the
termination of Executive's employment, or in equal monthly installments over
twelve (12) months. Any termination of Executive's employment hereunder during
any period of time when the Board of Directors of the Company has formed an
intent to offer the Bank for sale or to promote an acquisition of or merger of
the Company or the Bank, or when the Company has knowledge that any person(s),
entity or concern has taken steps reasonably calculated to effect a Change of
Control of the Company shall constitute a termination of Executive's employment
"In Contemplation of a Change of Control". The period of Contemplation of
Change of Control shall continue until the Board of Directors of the Company no
longer intends to promote an acquisition of or merger of the Company or the
Bank, or until in the opinion of the Company's Board of Directors, the
person(s), concern or entity has abandoned or terminated its efforts to effect
a Change of Control of the Company, as applicable. Any good faith determination
by the Company's Board of Directors that Board no longer has such an intent, or
that the person(s), concern or entity has abandoned or terminated its efforts
to effect a Change of Control of the Company shall be conclusive and binding on
the Executive. Such determination shall be promptly communicated to the
Executive in writing by the Chairman of the Compensation Committee or Chairman
or Vice Chairman of the Board of the Company. Notwithstanding the foregoing,
any termination of the Executive by the Company or by the Bank within ninety
(90) days prior to a Change of Control of the Company shall be conclusively
presumed to have been in Contemplation of Change of Control.

     15. TERMINATION BY EXECUTIVE FOR GOOD REASON:  During the term of
Executive's employment hereunder, the Executive may terminate his employment
with both the Company and the Bank of the Executive has Good Reason, as defined
below. Termination by the Executive of Executive's employment with either
entity shall be deemed termination with both. For purposes of this Agreement,
"Good Reason" shall mean:

                  (i)    The assignment of duties to the Executive by the
Company or the Bank which (1) are significantly different from the Executive's
duties immediately prior to the Change of Control, or (2) result in the
Executive having significantly less authority and/or responsibility than
Executive had as an executive officer of the Company or the Bank prior to the
Change of Control, without the express written consent of Executive;

                  (ii)   The removal of the Executive from or any failure to
re-elect Executive to the positions set forth in Section 3 above, except in
connection with a termination of his employment by the Company or the Bank for
Cause or Executive's resignation other than for Good Reason.

                  (iii)  A reduction of the Executive's base salary as in
effect on the date of the Change of Control, unless the reduction in the
Executive's salary is waived in writing by the Executive;

                  (iv)   The failure of the Company and the Bank collectively
to provide the Executive with substantially the same fringe benefits (including
paid vacations) that were provided


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to Executive immediately prior to the Change of Control, or with a package of
fringe benefits that, though one or more of such benefits may vary from those
in effect immediately prior to such Change of Control, is substantially
comparable in all material respects to such fringe benefits taken as a whole; or

                  (v)  Requiring the Executive to perform a significant part of
Executive's duties in locations more than one hundred (100) miles from
Nashville, Tennessee.

Further, and notwithstanding any other provision of this Agreement, the
Executive may terminate his employment without Good Reason at any time within
ninety (90) days after a Change of Control shall have occurred.

     16. PAYMENTS ON TERMINATION: Upon termination of Executive's employment
by the Company or the Bank, the Company and the Bank shall have the following
payment obligations to Executive:

         (a)  If the Executive's employment is terminated due to illness of
the Executive, the provisions of Section 6 shall apply.

         (b)  If the Executive's employment is terminated due to the death of
the Executive, the provisions of Section 7 shall apply.

         (c)  If the Executive's employment is terminated by the Company other
than for Cause, and not In Contemplation of a Change of Control of the Company
or the Bank or within twelve months after a Change of Control of the Company or
the Bank, the provisions of Section 8 shall apply, and therefore the payment
provisions of Section 9 apply.

         (d)  If the Executive's employment is terminated by the Bank other
than for Cause, and not In Contemplation of a Change of Control of the Company
or the Bank or within twelve months after a Change of Control of the Company or
the Bank, the provisions of Section 9 shall apply.

         (e)  If the Executive's employment is terminated by the Company for
Cause, or by the Bank for Cause, the provisions of Section 10 shall apply.

         (f)  If the Executive's employment is terminated by the Executive as a
result of a breach of the agreement by the Company or the Bank, the provisions
of Section 3 apply, and therefore the payment provisions of Section 9 apply.

         (g)  In the event of a Voluntary Termination of Executive's employment
as defined in Section 11, the provisions of Section 11 apply.

         (h)  If the Executive's employment is terminated by the Company or the
Bank within twelve (12) months after a Change of Control of the Company, as
defined in Section 12


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<PAGE>   10

above, or a Change of Control of the Bank, as defined in Section 13 above, or
in Contemplation of a Change of Control of either, as defined in Section 14,
the provisions of Section 14 shall apply.

         (i)     If the Executive's employment is terminated by the Executive
for Good Reason, as defined in Section 15 above, the Executive's employment
with the Company and with the Bank shall be deemed to have been terminated
without Cause by the Company and by the Bank at the time of such termination by
Executive for Good Reason. If such termination is during a period of
Contemplation of Change of Control, or within twelve (12) months after a Change
of Control, the provisions of Section 14 shall apply.

         (j)     Termination of Executive's employment by the Company or by the
Bank or by the Executive shall be communicated by written Notice of Termination
to the other parties hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision(s) in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.

     17.  CONFIDENTIALITY: In the course of the Executive's employment, the
Company and the Bank may disclose or make known to the Executive, and the
Executive may be given access to or may become acquainted with, certain
information, including but not limited to confidential information which
relates to or is useful in the businesses of the Company and the Bank and which
is not available from public records or other generally available sources
(collectively, "Confidential Information"), and which the Company or the Bank
consider proprietary and desire to maintain confidential. During the term of
this Agreement and at all times thereafter, the Executive shall not in any
manner, either directly or indirectly, divulge, disclose or communicate to any
person or firm, except to legal counsel for the Company or the Bank or
otherwise to or for the benefit of the Company or the Bank as directed by the
Company or the Bank, and except to the Executive's legal counsel in connection
with the resolution of any dispute between the Executive and the Company or the
Bank under this Agreement, any of the Confidential Information which Executive
may have acquired in the course of or as an incident to Executive's employment
by the Company or the Bank, the parties agreeing that such Confidential
Information affects the successful and effective conduct of the business and
their goodwill of the Company and the Bank, and that any material breach of the
terms of this Section 17 is a material breach of this Agreement.

     18.  COVENANT NOT TO COMPETE. During the term of this Agreement, Executive
agrees that Executive will not directly or indirectly own, become interested
in, or become involved in any manner whatsoever in any business which is
similar or competitive with any aspect of the business of the Company or the
Bank. Without limiting the foregoing, Executive agrees during the term of this
Agreement not to engage in the banking or leasing businesses, whether as an
owner, partner, director, officer, employee, consultant, stockholder, agent,
salesman or in any other capacity for any person, partnership, firm,
corporation or other entity without the express written consent of the Board of
Directors of the Company. Further, if Executive terminates Executive's
employment in a Voluntary Termination or for Good Reason, or if the Company or
the Bank terminate Executive's employment in Contemplation of a Change of
Control, or within twelve (12) months after a Change of Control, or for Cause,
for the period of twelve (12) months following the


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<PAGE>   11
termination of Executive's employment with the Company or the Bank, Executive
agrees that Executive will not directly or indirectly own, become interested in,
or become involved in any manner whatsoever, including, without limitation, as
an owner, partner, director, officer, employee, consultant, stockholder, agent,
salesman or in any other capacity, with any credit union, savings and loan
association, bank or bank holding company which has an office in Davidson
County, Tennessee or in any county contiguous to Davidson County, Tennessee
without the express written consent of the Board of Directors of the Company.
The foregoing, however, shall not prohibit the Executive (i) from continuing to
maintain any ownership interest currently held by Executive in any business
which is similar or competitive with any aspect of the business of the Company
or the Bank provided that the provisions of parts (ii) and (iii) of the last
sentence of Section 3(a) above are satisfied, or (ii) from obtaining an
ownership interest in a business which is similar or competitive with any aspect
of the business of the Company or the Bank provided that (A) the provisions of
parts (ii) and (iii) of the last sentence of Section 3(a) above are satisfied,
(B) the shares of such business are publicly traded on a national securities
exchange, and (C) Executive does not own, directly or indirectly, more than five
percent (5%) of the total outstanding shares of such business. Executive
specifically acknowledges and agrees that the foregoing restriction on
competition with the Company and the Bank will not prevent Executive from
obtaining gainful employment following termination of Executive's employment
with the Company and the Bank, and is a reasonable restriction upon Executive's
ability to compete with the Company and the Bank, given the economic benefits
afforded to Executive under this Agreement.

     19. NO ENTICEMENT OF EMPLOYEES. Executive agrees that Executive will not,
directly or indirectly, entice or induce, or attempt to entice or induce any
employee of the Company or Bank to leave the employ of the Company or the Bank
during the period covered by the Non-Competition provisions of Section 18 above.

     20. NO SOLICITATION. Executive will not, directly or indirectly, solicit,
entice or induct, or attempt to entice or induce any customer or user of the
products or services of the Bank or the Company during the period covered by the
Non-Competition provisions of Section 18 above.

     21. REMEDIES. Executive acknowledges and agrees that the breach or
threatened breach of any of the provisions of Sections 17, 18, 19 and 20 of this
Agreement will cause irreparable harm to the Company and the Bank, and cannot be
adequately compensated by the payment of damages. Accordingly, Executive
covenants and agrees that the Company and the Bank, in addition to any other
rights or remedies which they may have, will be entitled to such equitable and
injunctive relief as may be available from any court of competent jurisdiction
to restrain Executive from breaching or threatening to breach any of the
provisions of this Section 17, 18, 19 and 20, without posting bond or other
surety. Such right to obtain injunctive relief may be exercised at the option of
the Company or the Bank in addition to, concurrently with, prior to, after, or
in lieu of the exercise of any other rights or remedies which the Company or the
Bank may have as a result of any such breach or threatened breach. In addition
to all other remedies, in the event of the breach or threatened breach of any of
the provisions of Sections 17, 18, 19 or 20 of this Agreement, the Company and
Bank shall be relieved of any obligation to continue payments to the Executive
pursuant to the provisions of this agreement.


                                      -11-


<PAGE>   12
     22. NOTICES:  For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

If to the Company:

         Community Financial Group, Inc.
         401 Church Street
         Nashville, TN 37219
         Attention: Chairman of Compensation Committee

         with a copy to:

         Boult, Cummings, Conners & Berry, PLC
         414 Union Street, Suite 1600
         P. O. Box 198062
         Nashville, TN 37219
         Attention: Patrick L. Alexander, Esq.

If to the Bank:

         The Bank of Nashville
         401 Church Street
         Nashville, TN 37219
         Attention: Chairman of Compensation Committee

         with a copy to:

         Boult, Cummings, Conners & Berry, PLC
         414 Union Street, Suite 1600
         P. O. Box 198062
         Nashville, TN 37219
         Attention: Patrick L. Alexander, Esq.

If to the Executive:

         J. Hunter Atkins
         205 Wentworth Circle
         Nashville, TN 37215

or at such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.


                                      -12-
<PAGE>   13
     23.  MODIFICATION; WAIVERS; APPLICABLE LAW: No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing, signed by the Executive, and on behalf of the
Company by such officer as may be specifically designated by the Board of
Directors of the Company after approval of the modification by the Board of
Directors, and on behalf of the Bank by such officer as may be specifically
designated by the Board of Directors of the Bank after approval of the
modification by the Board of Directors. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Tennessee.

     24.  INVALIDITY; ENFORCEABILITY: The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. Any provision in this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     25.  ASSIGNMENTS: This Agreement is personal to the Executive, who may not
assign his obligations hereunder.

     26.  SUCCESSOR RIGHTS: This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns, the Bank, its successors
and assigns, and upon the Executive, and his personal or legal representatives,
executors, administrators, heirs, distributees, devisees and legatees. If the
Executive should die while any amounts would still be payable to him hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to his devisee, legatee or other designee or,
if there is no such designee, to his estate.

     27.  HEADINGS: Descriptive headings contained in this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.

     28.  ARBITRATION: Any dispute, controversy or claim arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators, in Nashville, Tennessee, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. Unless otherwise provided in the rules of the American
Arbitration Association, the arbitrators shall, in their award, allocate between
the parties the costs of arbitration, which shall include reasonable attorneys'
fees and expenses of the parties, as well as the arbitrator's fees and expenses,
in such proportions as the arbitrators deem just.


                                      -13-
<PAGE>   14
     29.  ENTIRE AGREEMENT: This Agreement represents the entire understanding
and agreement between the parties hereto with respect to the subject matter
hereof, and supersedes or amends all other agreements, negotiations,
understandings and representations (if any) made by and between the parties
hereto; provided, however, that nothing herein shall affect in any way
agreements granting or evidencing the Executive's options to acquire shares of
the Company.

     30.  REGULATORY AND OTHER PROCEEDINGS: The provisions of this Section 30
shall control as to continuing rights and obligations under this Agreement,
notwithstanding any other provision of this Agreement, for as long as they are
required to be included in employment contracts between an institution insured
by the FDIC and its officers and as long as the Bank is such an insured
institution.

          (a)  If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of the affairs of the Bank or the Company by a
notice served under applicable Federal or State statutes or regulations, the
Bank's obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the notice
are dismissed, the Bank and the Company shall pay the Executive all of the
compensation withheld while their obligations hereunder were suspended and
reinstate their obligations which were suspended.

          (b)  If the Executive is removed and/or permanently prohibited from
participating in the conduct of the affairs of the Bank or the Company by an
order issued under applicable Federal or State statutes or regulations, all
obligations of the Company and the Bank under this Agreement shall terminate as
of the effective date of the order, provided that vested rights of the
contracting parties shall not be affected.

          (c)  If the Company or the Bank become insolvent or taken over by
regulatory entities, all obligations under this Agreement shall terminate as of
the date of default, provided that this paragraph shall not affect any vested
rights of the contracting parties.

          (d)  All obligations under this Agreement may be terminated, except
to the extent determined that continuation thereof is necessary for the
continued operation of the Company or the Bank, by the FDIC at the time the
FDIC enters into an agreement to provide assistance to or on behalf of the Bank
or approves a supervisory merger to resolve problems related to operation of
the Bank, provided that any rights of the parties that have already vested
shall not be affected by such action.

     31.  SURVIVAL. This Agreement shall remain in effect notwithstanding the
termination of Executive's employment hereunder, and in any case, the
provisions of Sections 18, 19, and 20 shall survive any termination of this
Agreement.


                                      -14-

<PAGE>   15
     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.



                                       EXECUTIVE:



                                       /s/ J. Hunter Atkins
                                       -------------------------------------
                                       J. HUNTER ATKINS


                                       COMMUNITY FINANCIAL GROUP, INC.



                                       By:   /s/ Mack S. Linebaugh, Jr.
                                             -------------------------------


                                       Name: Mack S. Linebaugh, Jr.
                                             -------------------------------


                                       Title: Chairman
                                             -------------------------------


                                       THE BANK OF NASHVILLE



                                       By:   /s/ Joan Marshall
                                             -------------------------------


                                       Name: JOAN MARSHALL
                                             -------------------------------


                                       Title: Corporate Secretary
                                             -------------------------------


                                      -15-
<PAGE>   16
                         EXECUTIVE EMPLOYMENT AGREEMENT

         This Executive Employment Agreement entered into this 1st day of March,
2001, by and among COMMUNITY FINANCIAL GROUP, INC., a Tennessee corporation (the
"Company"), THE BANK OF NASHVILLE, a banking corporation organized under the
laws of the State of Tennessee (the "Bank"), and J. HUNTER ATKINS (the
"Executive").

                                   WITNESSETH:

         WHEREAS, the Company is a one-bank holding company which owns one
hundred per cent (100%) of the outstanding stock of the Bank;

         WHEREAS, the Company and the Bank desire to retain the services of
Executive on the terms and conditions set forth herein and, for purposes of
effecting the same, the Boards of Directors of the Company and the Bank have
approved this Employment Agreement and authorized its execution and delivery to
the Executive on behalf of the Company and the Bank;

         WHEREAS, the Executive serves as President and Chief Executive Officer
of the Company and, as such, is a key executive officer of the Company whose
continued dedication, availability, advice and counsel to the Company is deemed
important to the Company, the Board of Directors of the Company, and the present
and future stockholders of the Company;

         WHEREAS, the Executive serves as President and Chief Executive Officer
of the Bank and, as such, is a key executive officer of the Bank whose continued
dedication, availability, advice and counsel to the Bank is deemed important to
the Board of Directors of the Bank, the Bank and the Company;

         WHEREAS, the Company and the Bank wish to attract and retain
well-qualified executives, and it is in the best interests of the Company, the
Bank and the Executive, notwithstanding any change in control of the Company or
the Bank, to secure the services of the Executive, whose experience and
knowledge of the affairs of the Company and the Bank, and whose reputation and
contacts in the industry, are extremely valuable to the Company and the Bank;
and

         WHEREAS, the Company and the Bank consider the establishment and
maintenance of a sound and vital management team to be part of their overall
corporate strategy and to


<PAGE>   17
be essential to protecting and enhancing the best interests of the Bank, the
Company, and its stockholders.

         NOW, THEREFORE, to assure the Company and the Bank of the Executive's
continued dedication, the availability of Executive's advice and counsel to the
Boards of Directors of the Company and the Bank, the availability of Executive's
management skills to the Company and the Bank, and to induce the Executive to
remain and continue in the employ of the Company and the Bank in Executive's
current capacities, and for other good and valuable consideration, the receipt
and adequacy of which each party hereby acknowledged, the Company, the Bank and
the Executive hereby agree as follows:

         1.       EMPLOYMENT. The Company and the Bank agree to, and do hereby,
employ Executive and Executive agrees to, and does hereby, accept such
employment, all upon the terms and conditions hereinafter set forth.

         2.       TERM: The initial term of employment under this Agreement
shall be for a period of one (1) year, commencing on the date first above
written and ending at the close of business one year from said date. This
Agreement shall be automatically renewed for succeeding terms of one (1) year
each, unless either party shall, at least thirty (30) days, but not more than
one hundred eighty (180) days, prior to the expiration of any term, give written
notice of his or its intention not to renew this Agreement.

         3.       EMPLOYMENT, DUTIES, AUTHORITY, AND RESPONSIBILITIES:

                  (a)      During the term of employment of the Executive by the
Company and the Bank, the Executive shall devote Executive's full business time
and attention to the rendition of services as President and Chief Executive
Officer of the Company and as President and Chief Executive Officer of the Bank,
and to the furtherance of the best interests of the Company and the Bank, and
shall exert Executive's best efforts in the rendition of such services. The
Executive agrees that in the rendition of such services and in all aspects of
such employment Executive will comply with the policies, standards and
regulations of the Company and the Bank as from time to time established by
their respective Boards of Directors. The expenditure by the Executive of
reasonable amounts of time for charitable, professional and similar activities
is encouraged and shall not be deemed a breach of this Agreement provided such
activities do not materially interfere with the services to be rendered to the
Company and the Bank hereunder. Further, Executive shall be allowed to pursue
personal business ventures and such ventures shall not be deemed a breach of
this Agreement as long as (i) such ventures do not violate Section 18 below,
(ii) Executive's involvement in such ventures is only in the nature of a passive
investor, and (iii) Executive's


                                       2
<PAGE>   18
involvement in such ventures does not materially interfere with the services to
be rendered to the Company and the Bank hereunder.

                  (b)      As President and Chief Executive Officer of the
Company, the Executive shall have the general powers and duties of supervision
and management of the Company (the Company includes any and all subsidiaries,
ventures and related business) which usually pertain to such offices and shall
perform all such other duties as are properly required of Executive by the Board
of Directors of the Company. In performing the services hereunder, the Executive
shall be responsible to and shall report only to the Board of Directors of the
Company.

                  (c)      The Board of Directors of the Company hereby grants
the Executive the necessary authority and responsibility for the day-to-day
operations of the Company and the implementation of the policies set by the
Board of Directors of the Company. All officers of the Company shall be
supervised by, be responsible to, and shall report, directly or indirectly, to
the Executive pursuant to such reporting structure as shall be established from
time to time by the Executive. A material reduction or limitation in these
duties and responsibilities by the Company shall constitute a breach of this
Agreement by the Company. In the event of any breach of any provision of this
Agreement by the Company which breach is not cured within ten (10) days after
written notice of the breach to the Company by the Executive shall entitle the
Executive to terminate his employment by the Company pursuant to this Agreement
by not less than sixty (60) days written notice to the Board of Directors of the
Company and, at the option of Executive, to terminate his employment by the Bank
pursuant to this Agreement by not less than sixty (60) days written notice to
the Board of Directors of the Bank. Any such termination by the Executive of his
employment by the Bank hereunder resulting from a breach of the terms of this
Agreement shall be treated the same as a termination by the Bank without cause
and governed by Section 9 below, unless such breach occurs in Contemplation of a
Change of Control or within twelve (12) months after a Change of Control, and
constitutes Good Reason for the Executive to terminate Executive's employment,
in which case it shall be governed by Section 15 below.

                  (d)      As President and Chief Executive Officer of the Bank,
the Executive shall have the general powers and duties of supervision and
management of the Bank (the Bank includes any and all subsidiaries, ventures and
related business) which usually pertain to such offices and shall perform all
such other duties as are properly required of him by the Board of Directors. In
performing the services hereunder, the Executive shall be responsible to and
shall report only to the Board of Directors of the Bank.

                  (e)      The Board of Directors of the Bank hereby grants the
Executive the necessary authority and responsibility for the day-to-day
operations of the Bank and the


                                       3
<PAGE>   19
implementation of the policies set by the Board of Directors of the Bank. All
officers of the Bank shall be supervised by, be responsible to, and shall
report, directly or indirectly, to the Executive pursuant to such reporting
structure as shall be established from time to time by the Executive. A material
reduction or limitation in these duties and responsibilities by the Bank shall
constitute a breach of this Agreement by the Bank. In the event of any breach of
any provision of this Agreement by the Bank which breach is not cured within ten
(10) days after written notice of the breach to the Bank by the Executive shall
entitle the Executive to terminate his employment by the Bank pursuant to this
Agreement by not less than sixty (60) days written notice to the Board of
Directors of the Bank and, at the option of Executive, to terminate his
employment by the Company pursuant to this Agreement by not less than sixty (60)
days written notice to the Board of Directors of the Company. Any such
termination by the Executive of his employment by the Bank hereunder resulting
from a breach of the terms of this Agreement shall be treated as a termination
by the Bank without cause and governed by Section 9 below, unless such breach
occurs in Contemplation of a Change of Control or within twelve (12) months
after a Change of Control, and constitutes Good Reason for the Executive to
terminate Executive's employment, in which case it shall be governed by Section
15 below.

         4.       COMPENSATION: The Bank agrees to pay Executive, and Executive
agrees to accept, as compensation for all services rendered by him to the
Company, the Bank and their affiliates during the period of his employment under
this Agreement, base compensation at the annual rate of not less than $200,000,
which shall be payable in accordance with the normal payroll policies of the
Bank and shall be subject to all appropriate withholding taxes.

         5.       PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS
                  EXPENSES AND MOVING EXPENSES:

                  (a)      During the term of this Agreement, Executive shall be
entitled to participate in all pension, group insurance, hospitalization,
deferred compensation, Company paid life insurance, or incentive plans, and any
other benefit plan of the Company or the Bank presently in effect or hereafter
adopted by the Company or the Bank and generally available to all employees of
either organization of senior executive status (the "Benefit Plans").

                  (b)      During the term of this Agreement, to the extent that
such expenditures meet the requirements of the Internal Revenue Code for
deductibility by the Company or the Bank for federal income tax purposes and are
substantiated by the Executive as required by the Internal Revenue Service and
policies of the Company and the Bank, the Bank shall reimburse the Executive
promptly for all expenditures (including travel, entertainment,


                                       4
<PAGE>   20
parking, business meetings, and the monthly costs, including dues, of
maintaining memberships at appropriate clubs, including, but not limited to,
Nashville City Club) made in accordance with rules and policies established from
time to time by the Board of Directors of the Bank in pursuance and furtherance
of the Company's and the Bank's business and good will.

                  (c)      During the term of this Agreement, in the event that
the Company or the Bank relocates its principal executive offices to a location
more than one hundred (100) miles from Nashville, Tennessee, or the Board of
Directors of either the Company or the Bank requires the Executive to be based
anywhere more than one hundred (100) miles from the Bank's principal executive
offices, the Bank shall pay (or reimburse the Executive for) all reasonable
moving expenses incurred by Executive relating to a change of Executive's
principal residence in connection with such relocation, provided that the
Executive furnishes the Bank with adequate records and documentary evidence for
the substantiation of such reimbursement.

         6.       ILLNESS: In the event Executive is unable to perform
Executive's duties under this Agreement on a full-time basis for a period of six
(6) consecutive months by reason of illness or other physical or mental
disability, and at or before the end of such period Executive does not return to
work on a full-time basis, the Company and the Bank may jointly terminate
Executive's employment pursuant to this Agreement without further or additional
compensation being due the Executive from the Bank pursuant to this Agreement,
except that the Executive shall be paid Executive's base compensation from the
Bank at the rate in effect at the time of Executive's termination for a period
of twelve (12) months from the date of the commencement of the Executive's
inability to perform his duties, less any disability payments payable during
such time under any disability plans maintained and paid for by the Bank, and
Executive shall continue to participate in all Benefit Plans in effect at the
time of Executive's termination for a period of twelve (12) months from the date
of the commencement of the Executive's inability to perform his duties.

         7.       DEATH: In the event of the Executive's death during the term
of this Agreement, Executive's estate, legal representatives or named
beneficiaries (as directed by the Executive in writing) shall be paid
Executive's base compensation from the Bank at the rate in effect at the time of
the Executive's death under this Agreement for the period of twelve (12) months
from the date of the Executive's death, less any amounts payable to Executive's
estate or beneficiaries under life insurance policies on the life of Executive
maintained and paid for by Bank.



                                       5
<PAGE>   21
         8.       TERMINATION BY COMPANY: Notwithstanding the provisions of
Section 2 above, the Board of Directors of the Company may, in its sole
discretion, terminate the Executive's employment with the Company under this
Agreement at any time in any lawful manner by not less than thirty (30) days
written notice to the Executive, in which event the Executive shall be entitled
to elect to have such termination likewise constitute a termination of
Executive's employment by the Bank. If Executive so elects, then unless such
termination is for Cause as defined in Section 10 of this Agreement or unless
the Executive's employment is terminated in Contemplation of a Change of Control
or within twelve (12) months after a Change of Control, Executive shall be
entitled to the compensation provided for in Section 9 below.

         9.       TERMINATION BY BANK: Notwithstanding the provisions of Section
2 of this Agreement, the Board of Directors of the Bank may, in its sole
discretion, terminate the Executive's employment with the Bank under this
Agreement at any time in any lawful manner after one hundred eighty (180) days
from the date of initial employment as determined in accordance with Section 2,
and the anniversary date for each year thereafter, in the event this Agreement
is automatically renewed, by not less than thirty (30) days written notice to
the Executive (or, at the Bank's option, pay for such thirty days in lieu of
notice) and in such event, unless the Bank terminates the Executive's employment
with the Bank for Cause as defined in Section 10 of this Agreement or, unless
the Executive's employment is terminated in Contemplation of a Change of Control
or within twelve (12) months after a Change of Control, the Executive shall be
paid, during the twelve (12) months following such termination at such times as
payment was theretofore made, the base compensation that the Executive would
have been entitled to receive during such period of time had such termination
not occurred, such payments to be in addition to any payment in lieu of notice.
Furthermore, the Bank shall pay to the Executive in equal monthly payments an
amount sufficient to fully fund any Benefit Plans of the Bank, with respect to
the Executive, commencing at the beginning of the first month following
termination of Executive's employment with the Bank pursuant to this paragraph,
and ending twelve (12) months after such termination. In the event that a
payment made with respect to any benefit plan or program would otherwise violate
the terms of the plan or program, an equivalent amount shall be paid directly to
Executive. Executive shall owe no duty to mitigate these payments, and shall not
be required to obtain or attempt to obtain alternate employment during such
twelve (12) month period. If Executive obtains other gainful employment during
such twelve (12) month period, the compensation and benefits received by
Executive during said period from such other employment shall not reduce the
payments otherwise due to Executive pursuant to this section.


                                       6
<PAGE>   22

         10.      TERMINATION FOR CAUSE:

                  (a)      Notwithstanding the provisions of this Agreement, the
Board of Directors of the Company may, in its sole discretion, terminate the
Executive's employment with the Company for Cause. For the purposes of this
Agreement, the Company shall have "Cause" to terminate the Executive's
employment hereunder: (i) because of the Executive's personal dishonesty,
incompetence, willful misconduct, gross negligence, willful breach of fiduciary
duty (including involving personal profit), failure to substantially perform
stated duties described In Section 3 of this Agreement, willful violation of any
material law, rule, regulation (other than traffic violations or similar
offenses), willful violation of any final cease-and-desist order issued by any
regulatory agency having jurisdiction over the Company or the Bank, or material
breach by the Executive of any provision of this Agreement or any related
agreement entered into by the Executive; or (ii) if the Board of Directors of
the Bank terminates the employment of Executive with the Bank for Cause pursuant
to subsection (c) of this Section 10. For purposes of this paragraph, no act, or
failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith or without reasonable
belief that his action or omission was in the best interest of the Company;
provided that any act or omission to act on the Executive's behalf in reliance
upon an opinion of counsel to either the Company or the Bank shall not be deemed
to be "willful." Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until there shall have been
a resolution approved by a majority of the non-officer members of the Board of
Directors of the Company finding that, in the good faith opinion of such
majority, the Executive was guilty of conduct which is deemed to be Cause within
the meaning of this paragraph, after notice to the Executive and an opportunity
for him, together with his counsel, to be heard before such majority (with the
Company Board retaining the right to deliberate without the Executive and his
counsel present before and/or after such hearing).

                  (b)      If the Company terminates the Executive's employment
with the Company for Cause in accordance with Section 10(a) of this Agreement,
the Company shall have no obligation to make any further payments to or provide
benefits for the Executive, provided that the Executive shall be entitled to
receive any accrued compensation or benefits, insured or otherwise, that he
would otherwise have been eligible to receive under any Benefit Plans of the
Company through the date of such termination.

                  (c)      Notwithstanding the provisions of this Agreement, the
Board of Directors of the Bank may, in its sole discretion, terminate the
Executive's employment with the Bank for Cause. For the purposes of this
Agreement, the Bank shall have "Cause" to terminate the Executive's employment
hereunder: (i) because of the Executive's personal dishonesty, incompetence,
willful misconduct, gross negligence, willful breach of fiduciary duty
(including involving personal profit), failure to substantially perform stated
duties described in Section 3 of this Agreement, willful violation of any
material law, rule,


                                       7
<PAGE>   23
regulation (other than traffic violations or similar offenses), willful
violation of any final cease-and-desist order issued by any regulatory agency
having jurisdiction over the Company or the Bank, the imposition of any sanction
upon the Executive by any such regulatory agency, or material breach by the
Executive of any provision of this Agreement or any related agreement entered
into by the Executive; or (ii) if the Board of Directors of the Company
terminates Executive's employment with the Company for Cause pursuant to
subsection (a) of this Section 10. For purposes of this paragraph, no act, or
failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith or without reasonable
belief that his action or omission was in the best interest of the Bank;
provided that any act or omission to act on the Executive's behalf in reliance
upon an opinion of counsel to either the Company or the Bank shall not be deemed
to be "willful." Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until there shall have been
a resolution approved by a majority of the non-officer members of the Board of
Directors of the Bank finding that, in the good faith opinion of such majority,
the Executive was guilty of conduct which is deemed to be Cause within the
meaning of this paragraph, after notice to the Executive and an opportunity for
him, together with his counsel to be heard before such majority (with the Bank
Board retaining the right to deliberate without the Executive and his counsel
present before and/or after such hearing).

                  (d)      If the Bank terminates the Executive's employment
with the Bank for Cause in accordance with Section 10(c) of this Agreement, the
Bank shall have no obligation to make any further payments to or provide
benefits for the Executive, provided that the Executive shall be entitled to
receive any accrued compensation or benefits, insured or otherwise, which
Executive would otherwise have been eligible to receive under any Benefit Plans
of the Bank through the date of such termination.

         11.      TERMINATION BY THE EXECUTIVE: The Executive may terminate the
Executive's employment with the Company or with the Bank hereunder at any time
upon sixty (60) days written notice to the affected entity. If the Executive
terminates the Executive's employment with either the Company or the Bank other
than for breach of this Agreement as provided in Section 3, for Good Reason, in
Contemplation of a Change of Control or within twelve (12) months after a Change
of Control, Executive shall be deemed to have voluntarily terminated Executive's
employment with both the Company and the Bank ("Voluntary Termination"), and
thereupon the Company and the Bank shall have no obligation to make any further
payments to or provide benefits for the Executive, provided that the Executive
shall be entitled to receive any accrued compensation and benefits, insured or
otherwise, that he would otherwise have been eligible to receive under any
Benefit Plans of the Company or the Bank through the date of such termination.


                                       8
<PAGE>   24
         12.      DEFINITION OF CHANGE OF CONTROL OF THE COMPANY: A "Change of
Control" of the Company shall mean a change of control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934 ("Exchange Act") or
such item thereof which may hereafter pertain to the same subject; provided
that, and notwithstanding the foregoing, a Change of Control shall be deemed to
have occurred if (i) any person (as that term is used in Sections 13 (d) and
14(d) (2) of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing thirty-five percent (35%)
or more of the combined voting power of the Company's then outstanding
securities, or (ii) the Company shall cease to be a publicly owned corporation,
as defined in the Exchange Act.

         13.      DEFINITION OF CHANGE OF CONTROL OF THE BANK: A "Change of
Control" of the Bank shall mean any Change of Control of the Company, or any
change or series of changes in circumstances which result in the Company ceasing
to own, control, and vote an absolute majority of the voting securities of the
Bank.

         14.      TERMINATION BY COMPANY OR BANK AFTER CHANGE IN CONTROL: If a
Change of Control of the Company or a Change of Control of the Bank shall have
occurred, this Agreement shall continue in full force and effect. If the
Executive's employment is terminated by the Company or the Bank within twelve
(12) months after a Change of Control of the Company, as defined in Section 12
above, or a Change of Control of the Bank, as defined in Section 13 above, or in
Contemplation of a Change of Control of either, as defined below, Executive
shall be entitled to be paid an amount equal to two and ninety-nine hundredths
(2.99) times the sum of Executive's annual base cash compensation plus the
annual value of Executive's participation in all Benefit Programs in effect at
the time of such termination. At Executive's option, the sums payable pursuant
to this Section will be paid in full in a lump sum and without discount within
thirty (30) days of the termination of Executive's employment, or in equal
monthly installments over twelve (12) months. Any termination of Executive's
employment hereunder during any period of time when the Board of Directors of
the Company has formed an intent to offer the Bank for sale or to promote an
acquisition of or merger of the Company or the Bank, or when the Company has
knowledge that any person(s), entity or concern has taken steps reasonably
calculated to effect a Change of Control of the Company shall constitute a
termination of Executive's employment "In Contemplation of a Change of Control".
The period of Contemplation of Change of Control shall continue until the Board
of Directors of the Company no longer intends to promote an acquisition of or
merger of the Company or the Bank, or until in the opinion of the Company's
Board of Directors, the person(s), concern or entity has abandoned or terminated
its efforts to effect a Change of Control of the Company, as applicable. Any
good faith determination by the Company's Board of Directors


                                       9
<PAGE>   25
that Board no longer has such an intent, or that the person(s), concern or
entity has abandoned or terminated its efforts to effect a Change of Control of
the Company shall be conclusive and binding on the Executive. Such determination
shall be promptly communicated to the Executive in writing by the Chairman of
the Compensation Committee or Chairman or Vice Chairman of the Board of the
Company. Notwithstanding the foregoing, any termination of the Executive by the
Company or by the Bank within ninety (90) days prior to a Change of Control of
the Company shall be conclusively presumed to have been in Contemplation of
Change of Control.

         15.      TERMINATION BY EXECUTIVE FOR GOOD REASON: During the term of
Executive's employment hereunder, the Executive may terminate his employment
with both the Company and the Bank if the Executive has Good Reason, as defined
below. Termination by the Executive of Executive's employment with either entity
shall be deemed termination with both. For purposes of this Agreement, "Good
Reason" shall mean:

                           (i)      The assignment of duties to the Executive by
the Company or the Bank which (1) are significantly different from the
Executive's duties immediately prior to the Change of Control, or (2) result in
the Executive having significantly less authority and/or responsibility than
Executive had as an executive officer of the Company or the Bank prior to the
Change of Control, without the express written consent of Executive;

                           (ii)     The removal of the Executive from or any
failure to re-elect Executive to the positions set forth in Section 3 above,
except in connection with a termination of his employment by the Company or the
Bank for Cause or Executive's resignation other than for Good Reason.

                           (iii)    A reduction of the Executive's base salary
as in effect on the date of the Change of Control, unless the reduction in the
Executive's salary is waived in writing by the Executive;

                           (iv)     The failure of the Company and the Bank
collectively to provide the Executive with substantially the same fringe
benefits (including paid vacations) that were provided to Executive immediately
prior to the Change of Control, or with a package of fringe benefits that,
though one or more of such benefits may vary from those in effect immediately
prior to such Change of Control, is substantially comparable in all material
respects to such fringe benefits taken as a whole; or

                           (v)      Requiring the Executive to perform a
significant part of Executive's duties in locations more than one hundred (100)
miles from Nashville, Tennessee.


                                       10
<PAGE>   26
Further, and notwithstanding any other provision of this Agreement, the
Executive may terminate his employment without Good Reason at any time within
ninety (90) days after a Change of Control shall have occurred.

         16.      PAYMENTS ON TERMINATION: Upon termination of Executive's
employment by the Company or the Bank, the Company and the Bank shall have the
following payment obligations to Executive:

                  (a)      If the Executive's employment is terminated due to
illness of the Executive, the provisions of Section 6 shall apply.

                  (b)      If the Executive's employment is terminated due to
the death of the Executive, the provisions of Section 7 shall apply.

                  (c)      If the Executive's employment is terminated by the
Company other than for Cause, and not In Contemplation of a Change of Control of
the Company or the Bank or within twelve months after a Change of Control of the
Company or the Bank, the provisions of Section 8 shall apply, and therefore the
payment provisions of Section 9 apply.

                  (d)      If the Executive's employment is terminated by the
Bank other than for Cause, and not In Contemplation of a Change of Control of
the Company or the Bank or within twelve months after a Change of Control of the
Company or the Bank, the provisions of Section 9 shall apply.

                  (e)      If the Executive's employment is terminated by the
Company for Cause, or by the Bank for Cause, the provisions of Section 10 shall
apply.

                  (f)      If the Executive's employment is terminated by the
Executive as a result of a breach of the agreement by the Company or the Bank,
the provisions of Section 3 apply, and therefore the payment provisions of
Section 9 apply.

                  (g)      In the event of a Voluntary Termination of
Executive's employment as defined in Section 11, the provisions of Section I I
apply.

                  (h)      If the Executive's employment is terminated by the
Company or the Bank within twelve (12) months after a Change of Control of the
Company, as defined in Section 12 above, or a Change of Control of the Bank, as
defined in Section 13 above, or in Contemplation of a Change of Control of
either, as defined in Section 14, the provisions of Section 14 shall apply.


                                       11
<PAGE>   27
                  (i)      If the Executive's employment is terminated by the
Executive for Good Reason, as defined in Section 15 above, the Executive's
employment with the Company and with the Bank shall be deemed to have been
terminated without Cause by the Company and by the Bank at the time of such
termination by Executive for Good Reason. If such termination is during a period
of Contemplation of Change of Control, or within twelve (12) months after a
Change of Control, the provisions of Section 14 shall apply.

                  (j)      Termination of Executive's employment by the Company
or by the Bank or by the Executive shall be communicated by written Notice of
Termination to the other parties hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision(s) in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated.

         17.      CONFIDENTIALITY: In the course of the Executive's employment,
the Company and the Bank may disclose or make known to the Executive, and the
Executive may be given access to or may become acquainted with, certain
information, including but not limited to confidential information which relates
to or is useful in the businesses of the Company and the Bank and which is not
available from public records or other generally available sources
(collectively, "Confidential Information"), and which the Company or the Bank
consider proprietary and desire to maintain confidential. During the term of
this Agreement and at all times thereafter, the Executive shall not in any
manner, either directly or indirectly, divulge, disclose or communicate to any
person or firm, except to legal counsel for the Company or the Bank or otherwise
to or for the benefit of the Company or the Bank as directed by the Company or
the Bank, and except to the Executive's legal counsel in connection with the
resolution of any dispute between the Executive and the Company or the Bank
under this Agreement, any of the Confidential Information which Executive may
have acquired in the course of or as an incident to Executive's employment by
the Company or the Bank, the parties agreeing that such Confidential Information
affects the successful and effective conduct of the business and their goodwill
of the Company and the Bank, and that any material breach of the terms of this
Section 17 is a material breach of this Agreement.

         18.      COVENANT NOT TO COMPETE: During the term of this Agreement,
Executive agrees that Executive will not directly or indirectly own, become
interested in, or become involved in any manner whatsoever in any business which
is similar or competitive with any aspect of the business of the Company or the
Bank. Without limiting the foregoing, Executive agrees during the term of this
Agreement not to engage in the banking or leasing businesses, whether as an
owner, partner, director, officer, employee, consultant, stockholder, agent,
salesman or in any other capacity for any person, partnership, firm,


                                       12
<PAGE>   28
corporation or other entity without the express written consent of the Board of
Directors of the Company. Further, if Executive terminates Executive's
employment in a Voluntary Termination or for Good Reason, or if the Company or
the Bank terminate Executive's employment in Contemplation of a Change of
Control, or within twelve (12) months after a Change of Control, or for Cause,
for the period of twelve (12) months following the termination of Executive's
employment with the Company or the Bank, Executive agrees that Executive will
not directly or indirectly own, become interested in, or become involved in any
manner whatsoever, including, without limitation, as an owner, partner,
director, officer, employee, consultant, stockholder, agent, salesman or in any
other capacity, with any credit union, savings and loan association, bank or
bank holding company which has an office in Davidson County, Tennessee or in any
county contiguous to Davidson County, Tennessee without the express written
consent of the Board of Directors of the Company. The foregoing, however, shall
not prohibit the Executive (i) from continuing to maintain any ownership
interest currently held by Executive in any business which is similar or
competitive with any aspect of the business of the Company or the Bank provided
that the provisions of parts (ii) and (iii) of the last sentence of Section 3(a)
above are satisfied, or (ii) from obtaining an ownership interest in a business
which is similar or competitive with any aspect of the business of the Company
or the Bank provided that (A) the provisions of parts (ii) and (ill) of the last
sentence of Section 3(a) above are satisfied, (B) the shares of such business
are publicly traded on a national securities exchange, and (C) Executive does
not own, directly or indirectly, more than five percent (5%) of the total
outstanding shares of such business. Executive specifically acknowledges and
agrees that the foregoing restriction on competition with the Company and the
Bank will not prevent Executive from obtaining gainful employment following
termination of Executive's employment with the Company and the Bank, and is a
reasonable restriction upon Executive's ability to compete with the Company and
the Bank, given the economic benefits afforded to Executive under this
Agreement.

         19.      NO ENTICEMENT OF EMPLOYEES: Executive agrees that Executive
will not, directly or indirectly, entice or induce, or attempt to entice or
induce any employee of the Company or Bank to leave the employ of the Company or
the Bank during the period covered by the Non--Competition provisions of Section
18 above.

         20.      NO SOLICITATION: Executive will not, directly or indirectly,
solicit, entice or induce, or attempt to entice or induce any customer or user
of the products or services of the Bank or the Company during the period covered
by the Non-Competition provisions of Section 18 above.

         21.      REMEDIES: Executive acknowledges and agrees that the breach or
threatened breach of any of the provisions of Sections 17, 18, 19 and 20 of this
Agreement will cause

                                       13
<PAGE>   29
irreparable harm to the Company and the Bank, and can-not be adequately
compensated by the payment of damages. Accordingly, Executive covenants and
agrees that the Company and the Bank, in addition to any other rights or
remedies which they may have, will be entitled to such equitable and injunctive
relief as may be available from any court of competent jurisdiction to restrain
Executive from breaching or threatening to breach any of the provisions of this
Sections 17, 18, 19 and 20, without posting bond or other surety. Such right to
obtain injunctive relief may be exercised at the option of the Company or the
Bank in addition to, concurrently with, prior to, after, or in lieu of the
exercise of any other rights or remedies which the Company or the Bank may have
as a result of any such breach or threatened breach. In addition to all other
remedies, in the event of the breach or threatened breach of any of the
provisions of Sections 17, 18, 19 or 20 of this Agreement, the Company and Bank
shall be relieved of any obligation to continue payments to the Executive
pursuant to the provisions of this agreement.

         22.      NOTICES: For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

If to the Company:

                  Community Financial Group, Inc.
                  401 Church Street
                  Nashville, TN 37219
                  Attention: Chairman of Compensation Committee

                  with a copy to:

                  Miller & Martin LLP
                  1200 One Nashville Place
                  150 4th Avenue North
                  Nashville, TN 37219
                  Attention:   Hugh C. Howser, Jr.

If to the Bank:

                  The Bank of Nashville
                  401 Church Street
                  Nashville, TN 37219


                                       14
<PAGE>   30

                  Attention: Chairman of Compensation Committee

                  with a copy to:

                  Miller & Martin LLP
                  1200 One Nashville Place
                  150 4th Avenue North
                  Nashville, TN 37219
                  Attention:   Hugh C. Howser, Jr.

If to the Executive:

                  J. Hunter Atkins
                  205 Wentworth Circle
                  Nashville, TN 37215

or at such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

         23.      MODIFICATION; WAIVERS APPLICABLE LAW: No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing, signed by the Executive, and on behalf of
the Company by such officer as may be specifically designated by the Board of
Directors of the Company after approval of the modification by the Board of
Directors, and on behalf of the Bank by such officer as may be specifically
designated by the Board of Directors of the Bank after approval of the
modification by the Board of Directors. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Tennessee.

         24.      INVALIDITY, ENFORCEABILITY : The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect. Any provision in this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability
without

                                       15
<PAGE>   31
invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         25.      ASSIGNMENTS: This Agreement is personal to the Executive, who
may not assign his obligations hereunder.

         26.      SUCCESSOR RIGHTS: This Agreement shall inure to the benefit of
and be binding upon the Company, its successors and assigns, the Bank, its
successors and assigns, and upon the Executive, and his personal or legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees. If the Executive should die while any amounts would still be payable
to him hereunder, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to his devisee, legatee or
other designee or, if there is no such designee, to his estate.

         27.      HEADINGS: Descriptive headings contained in this Agreement are
for convenience only and shall not control or affect the meaning or construction
of any provision hereof.

         28.      ARBITRATION: Any dispute, controversy or claim arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three arbitrators, in Nashville,
Tennessee, in accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction. Unless otherwise provided in the rules of the American
Arbitration Association, the arbitrators shall, in their award, allocate between
the parties the costs of arbitration, which shall include reasonable attorneys'
fees and expenses of the parties, as well as the arbitrator's fees and expenses,
in such proportions as the arbitrators deem just.

         29.      ENTIRE AGREEMENT: This Agreement represents the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof, and supersedes or amends all other agreements,
negotiations, understandings and representations (if any) made by and between
the parties hereto; provided, however, that nothing herein shall affect in any
way agreements granting or evidencing the Executive's options to acquire shares
of the Company.

         30.      REGULATORY AND OTHER PROCEEDINGS: The provisions of this
Section 30 shall control as to continuing rights and obligations under this
Agreement, notwithstanding any other provision of this Agreement, for as long as
they are required to


                                       16
<PAGE>   32
be included in employment contracts between an institution insured by the FDIC
and its officers and as long as the Bank is such an insured institution.

                  (a)      If the Executive is suspended and/or temporarily
prohibited from participating in the conduct of the affairs of the Bank or the
Company by a notice served under applicable Federal or State statutes or
regulations, the Bank's obligations under this Agreement shall be suspended as
of the date of service, unless stayed by appropriate proceedings. If the charges
in the notice are dismissed, the Bank and the Company shall pay the Executive
all of the compensation withheld while their obligations hereunder were
suspended and reinstate their obligations which were suspended.

                  (b)      If the Executive is removed and/or permanently
prohibited from participating in the conduct of the affairs of the Bank or the
Company by an order issued under applicable Federal or State statutes or
regulations, all obligations of the Company and the Bank under this Agreement
shall terminate as of the effective date of the order, provided that vested
rights of the contracting parties shall not be affected.

                  (c)      If the Company or the Bank become insolvent or taken
over by regulatory entities, all obligations under this Agreement shall
terminate as of the date of default, provided that this paragraph shall not
affect any vested rights of the contracting parties.

                  (d)      All obligations under this Agreement may be
terminated, except to the extent determined that continuation thereof is
necessary for the continued operation of the Company or the Bank, by the FDIC at
the time the FDIC enters into an agreement to provide assistance to or on behalf
of the Bank or approves a supervisory merger to resolve problems related to
operation of the Bank, provided that any rights of the parties that have already
vested shall not be affected by such action.

         31.      SURVIVAL: This Agreement shall remain in effect
notwithstanding the termination of Executive's employment hereunder, and in any
case, the provisions of Sections 18, 19, and 20 shall survive any termination of
this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.



                                       17
<PAGE>   33

                                        EXECUTIVE:


                                        /s/ J. HUNTER ATKINS
                                        ----------------------------------------
                                        J. HUNTER ATKINS


                                        COMMUNITY FINANCIAL GROUP, INC.


                                        By: /s/ JULIAN B. BAKER, JR.
                                           -------------------------------------

                                        Name: JULIAN B. BAKER
                                              ----------------------------------

                                        Title:  CHAIRMAN, COMPENSATION COMMITTEE
                                              ----------------------------------

                                        THE BANK OF NASHVILLE

                                        By: /s/ JULIAN C. CORNETT
                                           ----------------------------------

                                        Name: JULIAN C. CORNETT
                                             --------------------------------

                                        Title: EXECUTIVE VICE PRESIDENT
                                               -------------------------------



                                       18