0000703329-04-000042 Sample Contracts

NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE PROFIT-SHARING PLAN Sponsored by First Farmers & Merchants National Bank
Nonstandardized Adoption Agreement • July 19th, 2004 • First Farmers & Merchants Corp • State commercial banks

The Employer named below hereby establishes a Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01.

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AMENDMENT TO THE NONSTANDARDIZED PROFIT-SHARING PLAN ADOPTION AGREEMENT #005
Adoption Agreement • July 19th, 2004 • First Farmers & Merchants Corp • State commercial banks
AMENDMENT TO THE ADOPTION AGREEMENT FOR THE FINAL AND TEMPORARY MINIMUM DISTRIBUTION RULES OF CODE SECTION 401(a)(9)
First Farmers & Merchants Corp • July 19th, 2004 • State commercial banks

Except as otherwise noted, effective as of the first day of the first Plan Year beginning after December 31, 2001, on the Adoption Agreement the section entitled "Distribution Options" is amended by adding the following new section to the Adoption Agreement.

EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • July 19th, 2004 • First Farmers & Merchants Corp • State commercial banks

THIS AGREEMENT, made and entered into this first day of December, 1992, by and between First Farmers and Merchants National Bank, a Bank organized and existing under the laws of the State of Tennessee, (hereinafter called the Bank), and Waymon L. Hickman (hereinafter called the Executive).

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • July 19th, 2004 • First Farmers & Merchants Corp • State commercial banks

This Memorandum of understanding is entered into this 17th day of June 2002, among WAYMON L. HICKMAN ("Hickman"), FIRST FARMERS & MERCHANTS NATIONAL BANK ("Bank"), and FIRST FARMERS & MERCHANTS CORPORATION ("Corporation").

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • July 19th, 2004 • First Farmers & Merchants Corp • State commercial banks • Tennessee

THIS AGREEMENT (this "Agreement") entered into as of June 28, 2002, by and among FIRST FARMERS & MERCHANTS NATIONAL BANK, COLUMBIA, TENNESSEE, a national banking association (the "Employer"), and Berry Brooks, an individual resident of the State of Tennessee (the "Employee").

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