EX-10(C)




Exhibit 10(c)



FIRST AMENDMENT TO THE

FIRST FRANKLIN CORPORATION

2002 STOCK OPTION AND INCENTIVE PLAN




     WHEREAS, First Franklin Corporation, a Delaware corporation (“Company”) previously adopted the
First Franklin Corporation 2002 Stock Option and Incentive Plan (“Plan”); and



     WHEREAS, Section 409A (“Section 409A”) was added to the Internal Revenue Code of 1986
effective as of January 1, 2005; and



     WHEREAS, Section 409A applies to grants of certain stock rights, which may include
Nonqualified Stock Options (as defined in the Plan) granted pursuant to the Plan; and



     WHEREAS, plans subject to Section 409A must be amended to comply with its requirements no
later than December 31, 2008; and



     WHEREAS, subject to certain limitations, Section 11 authorizes the Board (as defined in the
Plan) to amend the Plan without the approval of stockholders as it may deem advisable; and



     WHEREAS, the Board has determined that it would be advisable to amend the Plan to comply with
the requirements of Section 409A;



     NOW, THEREFORE, effective as of December 22, 2008, the Plan is hereby amended as follows:




	1.	 	Section 2(i)(iii) of the Plan is hereby deleted in its entirety and replaced with the
following:






If the Common Shares are not traded on a national securities exchange or quoted on
The Nasdaq Stock Market, the Fair Market Value of any Common Share underlying an
Incentive Stock Option shall be as determined by the Committee in good faith and the
Fair Market Value of any Common Share underlying any Nonqualified Stock Option shall
be as determined by the Committee through the reasonable application of a reasonable
valuation method, taking into account all information material to the value of the
Company, that satisfies the requirements of Section 409A of the Code.




	2.	 	The references to “an Incentive Stock Option” and “such Incentive Stock Option” in the first
sentence of Section 7(a) of the Plan are hereby replaced with references to “a Stock Option”
and “such Stock Option”, respectively.






	3.	 	Section 10(b) of the Plan is hereby amended by adding the following sentence to the end
thereof:






Notwithstanding the foregoing, any adjustment pursuant to this Section 10(b) shall
be made in compliance with the requirements of Section 409A of the Code, to the
extent applicable.



 









 






	4.	 	Section 12 of the Plan is hereby amended by adding the following sentence to the end thereof:






Notwithstanding the foregoing, any modification pursuant to this Section 12 shall be
made in compliance with the requirements of Section 409A of the Code, to the extent
applicable.




	5.	 	Section 13(e) of the Plan is hereby amended by adding the following sentence to the end
thereof:






Notwithstanding the foregoing, to the extent any Common Shares cannot be delivered
pursuant to this Plan due to the application this provision, such Common Shares will
be issued on the earliest date at which the Company reasonably anticipates that
their issuance will be in compliance with applicable federal and state securities
laws.




	6.	 	New Section 14 is hereby added to the Plan as follows:






This Plan is intended to comply with, or be exempt from, the requirements of Section
409A of the Code and, to the maximum extent permitted by law, shall be interpreted,
administered and operated in accordance with this intent. Nothing herein shall be
construed as an entitlement to or guarantee of any particular tax treatment to a
Participant.



          IN WITNESS WHEREOF, the Company hereby adopts this First Amendment to the Plan
effective as of the date first set forth above.




	 	 	 	 	 
	 	FIRST FRANKLIN CORPORATION

 	 
	 	By:  	/s/ Thomas H. Siemers
 	 
	 	 	Printed Name: Thomas H. Siemers

Its: President 	 
	 




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