0001104659-09-017586 Sample Contracts

FIRST FARMERS & MERCHANTS BANK GROUP TERM CARVE-OUT PLAN
First Farmers & Merchants Corp • March 13th, 2009 • State commercial banks • Tennessee

THIS PLAN, hereby made effective this 27th day of March, 2007 (the “Effective Date”), by and between First Farmers and Merchants Bank, state-chartered bank located in Columbia; Tennessee (the “Bank”), and the Participant (the “Participant”) selected to participate in this Plan, intending, to be legally bound hereby.

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FIRST FARMERS AND MERCHANTS BANK DIRECTOR DEFERRED COMPENSATION AGREEMENT
First Farmers and Merchants Bank Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

This Director Deferred Compensation Agreement (the “Agreement”) is adopted this day of , by and between First Farmers and Merchants Bank, a state-chartered bank located in Columbia, Tennessee (the “Bank”), and (the “Director”) and is effective as of the day of .

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FIRST FARMERS AND MERCHANTS CORPORATION DIRECTOR DEFERRED COMPENSATION AGREEMENT
First Farmers and Merchants Corporation Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

This Director Deferred Compensation Agreement (the “Agreement”) is adopted this day of , by and between First Farmers and Merchants Corporation, a Company located in Columbia, Tennessee (the “Company”), and (the “Director”) and is effective as of the day of .

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FIRST FARMERS AND MERCHANTS CORPORATION AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION AGREEMENT
Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

THIS AMENDED & RESTATED Director Deferred Compensation Agreement (the “Agreement”) is adopted this day of , by and between First Farmers and Merchants Corporation, a Tennessee corporation located in Columbia, Tennessee (the “Corporation”), and (the “Director”) and is effective as of the day of .

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FIRST AMENDMENT TO THE FIRST FARMERS AND MERCHANTS BANK DIRECTOR DEFERRED COMPENSATION AGREEMENT DATED JULY 18, 2006 FOR THOMAS RANDALL STEVENS
Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks

THIS FIRST AMENDMENT is adopted this 5th day of January, 2007, by First Farmers and Merchants Bank, a state-chartered commercial bank located in Columbia, Tennessee (the “Bank”).

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FIRST FARMERS AND MERCHANTS BANK AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION AGREEMENT
Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

THIS AMENDED & RESTATED Director Deferred Compensation Agreement (the “Agreement”) is adopted this day of , by and between First Farmers and Merchants Bank, a state-charted commercial bank located in Columbia, Tennessee (the “Bank”), and (the “Director”) and is effective as of the day of .

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FIRST FARMERS AND MERCHANTS NATIONAL BANK DIRECTOR SPLIT DOLLAR AGREEMENT
Director Split Dollar Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

THIS AGREEMENT is made effective this day of (the “Effective Date”), by and between First Farmers and Merchants National Bank (the “Bank”), a national banking association located in Columbia, Tennessee and (the “Director”). This Agreement shall append the Split Dollar Endorsement entered into on , 2002, by and between the aforementioned parties, intending to be legally bound hereby.

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FIRST FARMERS AND MERCHANTS CORPORATION DIRECTOR DEFERRED COMPENSATION AGREEMENT
Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

This Director Deferred Compensation Agreement (the “Agreement”) is adopted this 5th day of March, 2008, by and between First Fanners and Merchants Corporation, a Tennessee corporation located in Columbia, Tennessee (the “Company”), and Tim E. Pettus (the “Director”) and is effective as of the 5th day of March, 2008.

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FIRST AMENDMENT TO THE FIRST FARMERS AND MERCHANTS CORPORATION AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION AGREEMENT
Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks

This Amendment, made and entered into this 18 day of December, 2007, by and between First Farmers and Merchants Corporation, a Tennessee corporation organized and existing under the laws of the State of Tennessee, (hereinafter referred to as the “Corporation”), and John P. Tomlinson, III, a Director of the Corporation, (hereinafter referred to as the “Director”), shall effectively amend the Amended and Restated Director Deferred Compensation Agreement as follows:

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AMENDMENT TO THE FIRST FARMERS AND MERCHANTS NATIONAL BANK DIRECTOR SPLIT DOLLAR AGREEMENT
Director Split Dollar Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks

THIS AMENDMENT, made and entered into this day of , by and between First Farmers and Merchants Bank, successor in interest to First Farmers and Merchants National Bank, a bank organized and existing under the laws of the State of Tennessee (hereinafter referred to as the “Bank”), and , a Director of the Bank (hereinafter referred to as the “Director”), shall effectively amend the First Farmers and Merchants National Bank Director Split Dollar Agreement dated (hereinafter referred to as the “Agreement”) as specifically set forth herein. Pursuant to Article 8 of the Agreement, the Bank and the Director hereby adopt the following amendment:

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks

This Memorandum of Understanding is entered into this the 8th day of April, 2008 among WAYMON L. HICKMAN (“Hickman”), FIRST FARMERS AND MERCHANTS BANK (“Bank”), and FIRST FARMERS AND MERCHANTS CORPORATION (‘Corporation”),

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FIRST FARMERS & MERCHANTS BANK LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Split Dollar Plan Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks • Tennessee

THIS PLAN, hereby made effective this 7th day of January, 2008 (the “Effective Date”), by and between First Farmers and Merchants Bank, state-chartered bank located in Columbia, Tennessee (the “Bank”), and the Participant (the “Participant”) selected to participate in this Plan, intending to be legally bound hereby.

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FIRST AMENDMENT TO THE FIRST FARMERS AND MERCHANTS BANK AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION AGREEMENT
Director Deferred Compensation Agreement • March 13th, 2009 • First Farmers & Merchants Corp • State commercial banks

This Amendment, made and entered into this 18 day of December, 2007, by and between First Farmers and Merchants Bank, a bank organized and existing under the laws of the State of Tennessee, (hereinafter referred to as the “Bank”), and John P. Tomlinson, III, a Director of the Bank, (hereinafter referred to as the “Director”), shall effectively amend the Amended and Restated Director Deferred Compensation Agreement as follows:

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