Exhibit 10

EXECUTIVE EMPLOYMENT AGREEMENT

**THIS AGREEMENT**  made as of this 2nd day of April, 1997 by andbetween First Citizens National Bank, a national bank with its principallocation in Dyersburg, Tennessee (the "Bank"), First CitizensBancshares, Inc. a registered bank holding company with its principal locationin Dyersburg, Tennessee ("Bancshares") (collectively referred toherein as "Company") and STALLINGS LIPFORD of Dyersburg, Tennessee(the "Executive").

**WITNESSETH:**

**WHEREAS,** the Company recognizes thevalue of the Executive's services and desires to insure the Executive'scontinued employment with the Company; and

**WHEREAS,** the Executive wishes tocontinue in the employment of the Company; and

**WHEREAS**, the Company and theExecutive mutually desire that their employment relationship be set forth underthe terms of a written employment agreement;

**NOW,THEREFORE,**in consideration of the foregoing and of the promises and mutual agreements setforth below, and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto do hereby agreeas follows:

1.         Employment.   The Company agrees to continue to employ the Executive, and the Executive agreesto continue to serve and be employed by the Company, on the terms andconditions, set forth herein.

2.         Term of Employment.This agreement provides for compensation and benefits during the term ofemployment of the Executive. The employment of the Executive by the Company asprovided under Section 1 shall commence on the effective date hereof and end onDecember 31, 1999, unless further extended or sooner terminated as hereinafterprovided. On December 31, 1999, and on the last day of each year thereafter, theterm of the Executive's employment hereunder shall be automatically extended one(1) additional year, unless prior to the date of such automatic extension theCompany shall have delivered to the Executive or the Executive shall havedelivered to the Company written notice that the term of the Executive'semployment hereunder shall not be extended. This period of time is the"Term of Employment." Compensation and benefits during the Term ofEmployment shall be as specified in Section 5 hereof.

3.         Position and Duties.During the Term of Employment, the Executive shall serve as Chairman of theCompany or in such other position with responsibilities and authority as mayfrom time to time be assigned to him by the Boards of Directors of the Company.During 1997, the Executive shall devote substantially all of his working timeand efforts to the business affairs of the Company. In the years 1998 and 1999,the Executive will devote between 1,000 and 1,500 hours per year to the businessaffairs of the Company. Beginning January 1, 2000, unless the Term of Employmenthas not been extended, the Executive will devote only such time to the affairsof the Company as shall be appropriate in light of the circumstances thenexisting. In addition, the Executive shall serve on the Boards of Directors ofthe Company during the Term of Employment for so long as he is elected to suchBoards by the Shareholders of the Company.

4.         Place of Performance.In connection with the Executive's employment hereunder, the Executive shall bebased at the Company's principal offices located in Dyersburg, Tennessee,subject to reasonable travel on the business of the Company.

5.         Compensation and Benefits.In consideration of the Executive's performance of his duties hereunder, theCompany shall provide the Executive with the following compensation and benefitsduring the term of his employment hereunder.

(a)        Base Salary.For each of the years 1997 and 1998, the Company shall pay to the Executive anaggregate base salary at a rate of One Hundred Fifty Thousand Dollars($150,000.00) per annum, in equal biweekly installments as nearly as practicableupon the 15th and 30th  day of each calendar month, in arrears. For the year 1999and each succeeding year for which the Term of Employment shall be extended, theCompany shall pay to the Executive an aggregate base salary at a rate of OneHundred Thousand Dollars ($100,000.00) per annum.

           Compensation of the Executive by base salary payments shall not be deemedexclusive and shall not prevent the Executive from participating in any othercompensation or benefit program of the company. Such base salary payments(including increases thereto) shall not in any way limit or reduce any otherobligation of the Company hereunder, and no other compensation, benefit orpayment hereunder shall in any way limit or reduce the obligation of the Companywith respect to such base salary.

(b)        Performance Bonus.The Company shall pay to the Executive with respect to each fiscal year duringthe term of the Executive's employment hereunder in the years 1997, 1998 and1999, a performance bonus in accordance with Schedule A attached hereto and byreference made a part hereof. Such bonus shall be paid to Executive within 45days after the end of each such fiscal year.

(c)        Expenses.The Company, as applicable, shall promptly reimburse the Executive for allreasonable out-of-pocket expenses incurred by the Executive in his performanceof services hereunder, including all such expenses of travel and living expensewhile away from home on business of the Company, provided that such expenses areincurred, accounted for and documented in accordance with the regular policiesand procedures established by the Company from time to time.

(d)        Employee Benefits. TheExecutive shall be entitled to continue to participate in all Bank employeebenefit plans and arrangements in effect on the date hereof in which theExecutive participates, (including but not limited to the grouphealth-and-accident, and medical insurance plans) as such plans may continue orbe altered by the Company Boards of Directors from time to time at the Boards'discretion. In the event the Executive shall become ineligible to participate inthe Company's medical insurance plans due to age limitations in such plans, theCompany shall pay directly or reimburse the Executive for the payment ofpremiums for Medicare supplement insurance in such amount and on such basis asmay reasonably be approved by the Company's Compensation Committee.

(e)        Vacation.The Executive shall be entitled to vacation in each calendar year during theterm of this Agreement, in accordance with the Company's vacation policies, aswell as to all paid holidays provided by the Company to its employees.

(f)         Services.The Company shall furnish the Executive with office space, secretarial andadministrative assistance, and such other facilities and services as shall besuitable to his position and adequate for the performance of his dutieshereunder.

(g)        Automobile.The Company shall furnish the Executive with an automobile to be owned by theCompany. The automobile to be furnished shall be the kind of automobile suitablefor a Chairman of a like company with the type of such automobile determined bythe Executive Committee of the Company. The Company shall provide for gasoline,repairs and the continued maintenance of the automobile and shall provide foradequate automobile insurance, including collision and uninsured motoristcoverage as well as any other insurance coverage required under the laws ofTennessee.

6.        Directorship.So long as the Executive serves as director of the Company, he shall receivedirectors' fees in addition to other compensation provided for hereunder.

7.         Compensation and Benefits in the Event of Termination. In the event of the termination of the Executive's employment by the Companyduring the term of this Agreement, compensation and benefits shall be paid asset forth below.

(a)       Definitions. For purposes of this Agreement, the following terms shall have themeanings indicated:

(i)         "Cause" shall mean (A) the convictionof Executive or the rendering of a final judgment against Executive by a courtof competent jurisdiction which is not subject to further appeal for the willfuland continued failure by the Executive to substantially perform her duties underthis Agreement, the Company's policies, or federal and/or state law (other thanany such failure resulting from her incapacity due to physical or mentalillnesses): which breach of duty has materially adversely affected the safetyand soundness of the Company; or (B) the Executive's conviction of a felonywhich is not subject to further appeal. For purposes of this sub-paragraph, noact, or failure to act, on the Executive's part shall be considered"willful" unless done, or omitted to be done, by his not in good faithand without reasonable belief that her action or omission is in the bestinterest of the Company.

(ii)         "Change in Control" shall mean either:

(A)       The acquisition, directly or indirectly, by anyperson or group of persons of shares in the Bank or Bancshares, which, whenadded to any other shares the beneficial ownership of which is held by suchacquiror(s), shall result in ownership by any person(s) of ten percent(10%) ofsuch stock or which would require prior notification under any federal or statebanking law or regulation; or

(B)       The occurrence of any merger, consolidation orre-organization to which the Bank or Bancshares is a party and to which the Bankor Bancshares (or an entity controlled thereby) is not a surviving entity, orthe sale of all or substantially all of the assets of the Bank or Bancshares.

(C)       For purposes of this sub-paragraph (ii), thedefinition of "person" shall be as defined in Section 13(d) and 14(d)of the Securities Exchange Act of 1934.

(iii)       "Compensation" shall mean the totalcompensation paid to Executive as reported or reportable in his W-2 Forms fromBank and Bancshares for that year.

(iv)       "Coincident with" shall mean any timewithin six months prior to the acquisition of shares of Bank or Bancsharesdescribed in 7(a)(ii) of this Agreement, or the regulatory approval requiredunder such section, whichever comes first.

(v)        "Date of Termination" shall mean: (A)if the Executive's employment is terminated by reason of his death, his date ofdeath; (B) if the Executive's employment is terminated for Disability, thirty(30) days after Notice of Termination is given (provided that the Executiveshall not have returned to the performance of his duties as provided undersub-paragraph (vi) of this paragraph (a); or (c) if the Executive's employmentis terminated by action of either party for any reason, the date specified inthe Notice of Termination.

(vi)       "Disability" shall mean theExecutive's failure to satisfactorily perform his regular duties on behalf ofthe Company on a full-time basis in 1997 and 1998, or in 1999 for at least aone-half of fulltime basis for one hundred eighty (180) consecutive days or suchlesser period of time as provided under the disability insurance policy providedthrough Bank or Bancshares, by reason of the Executive's incapacity due tophysical or mental illness, except where within thirty (30) days after Notice ofTermination is given following such absence, the Executive shall have returnedto the satisfactory, full-time (or, if applicable, halftime) performance of suchduties. Any determination of Disability hereunder shall be made by the Boards ofDirectors in good faith and on the basis of the certificates of at least three(3) qualified physicians chosen by it for such purpose, one (1) of whom shall bethe Executive's regular attending physician.

(vii)      "Notice of Termination" shall mean awritten notice which shall include the specific termination provision under thisAgreement relied upon, and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Executive'semployment. Any purported termination of the Executive's employment hereunder byaction of either party shall be communicated by delivery of a Notice ofTermination to the other party. Any purported termination of the Executive'semployment hereunder which is not effected in accordance with the foregoingshall be ineffective for purposes of the Agreement.

(viii)     "Retirement" shall mean termination ofthe Executive's employment pursuant to the Company's regular retirement policyapplicable to the position held by the Executive at the time of suchtermination.

(b)        Termination by Company Not for Cause Prior toa Change of Control. Inthe event the Executive's employment hereunder is terminated by action of theCompany without cause at least six (6) months before a Change of Control, theExecutive shall be entitled to receive payments under this Agreement as thoughthe Agreement was in effect through the end of the period set forth in Section 2hereof without further automatic extensions. Executive acknowledges that suchpayments serve as total satisfaction of Executive's claim under this Agreement.

(c)        Termination By the Company at Anytimefor Cause or by the Executive Prior to a Change in Control.  In the eventthe Executive's employment hereunder is terminated (A) by action of the Companyfor Cause either before, coincident with, or after a Change in Control; (B) byaction of the Executive prior to a Change in Control; (C) by reason of theExecutive's death, disability or retirement prior to a Change in Control, thefollowing compensation and benefits shall be paid and provided the Executive (orhis beneficiary):

(1)       The Executive's base salary provided underparagraph (a) of Section 5 through the last day of the month in which the Dateof Termination occurs, at the annual rate in effect at the time Notice ofTermination is given (or death occurs), to the extent unpaid prior to such Dateof Termination;

(2)       The pro-rata portion of any bonus underparagraph (b) of Section 5 which has been earned prior to the Date ofTermination, to the extent unpaid prior to such date and for the year oftermination, Executive shall be paid a pro-rata bonus amount as provided inSection 5(b) based on the Company's financial performance for that year prior toExecutive's Date of Termination;

(3)        Any benefits to which the Executive (or hisbeneficiary) may be entitled as a result of such termination (or death), underthe terms and conditions of the pertinent plans or arrangements in effect at thetime of the Notice of Termination under paragraph (d) of Section 5: and

(4)       Any amounts due the Executive with respect toparagraph (c) or paragraph (e) of Section 5 as of the Date of Termination.

(d)        Termination by Company Not For CauseCoincident With or Following a Change in Control or by Executive CoincidentWith or Following a Change in Control. In the event the Executive'semployment hereunder is terminated (A) by action of the Executive coincidentwith or following a Change in Control including the Executive's death,disability or retirement, or (B) by action of the Company not for causecoincident with or following a Change in Control, the Company shall pay andprovide the Executive the compensation and benefits stipulated undersub-paragraph (C) immediately above; provided, however, in addition thereto, thefollowing compensation and benefits shall be paid and provided the Executive:

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TheBank shall pay to the Executive in a lump sum, in cash, within 30 daysfollowing the Date of Termination, an amount equal to two times theCompensation paid in the preceding calendar year, or scheduled to be paid tothe Executive during the year of the Notice of Termination, whichever isgreater, plus an additional amount sufficient to pay United States income taxon the lump sum amount so paid; provided, however, that if the lump sum paymentunder this section, either alone or together with other payments which theExecutive has the right to receive from the Company, would constitute a"parachute payment" (as defined in Section 28OG of the InternalRevenue Code of 1986, as amended (the "Code"), such lump sumseverance payment shall be reduced to the largest amount as will result in noportion of the lump sum severance payment under this Section 7 being subject tothe excise tax imposed by Section 4999 of the Code. The determination of anyreduction in the lump sum severance payment under this section, pursuant to theforegoing provision shall be made by the Company in good faith; and

(e)        Continuation of Benefits.Following the termination of Executive's employment hereunder, the Executiveshall have the right to continue in the Company's group health insurance planand other Company benefit program as may be required by COBRA or any otherfederal or state law or regulation.

(f)         Compensation During Disability.In the even of the Executive's failure to satisfactorily perform his dutieshereunder on a full-time basis in 1997 and 1998, or in 1999 and thereafter forat least a one-half of full-time basis by reason of his incapacity due tophysical or mental illness (as determined by the Executive's regular attendingphysician) for any period not otherwise constituting Disability as definedunder sub-paragraph (vi) of paragraph (a) of this Section 7, the Executive'semployment hereunder shall not be deemed terminated and he shall continue toreceive the compensation and benefits provided under Section 5 in accordancewith the terms thereof.

8.        Non-Disclosure.  During the termof her employment hereunder, or at any time thereafter, the Executive shall notdisclose or use (except in the course of his employment hereunder) anyconfidential or proprietary information or data of the Company or any of theirsubsidiaries or affiliates regardless of whether such information or data isembodied in writing or other physical form.

9.        Withholding.  Any provision ofthis Agreement to the contrary notwithstanding, all payments made by theCompany hereunder to the Executive or his estate or beneficiaries shall besubject to the withholding or such amounts, if any, relating to tax and otherpayroll deductions as the Company may reasonably determine should be withheldpursuant to any applicable law or regulation. In lieu of withholding suchamounts, the Company may accept other provisions to the end that they havesufficient funds to pay all taxes required by law to be withheld in respect ofany or all such payments.

10.       Notices.All notices, requests, demands and other communications provided for by thisAgreement shall be in writing and shall be sufficiently given if and when mailedin the Continental United States by registered or certified mail, or personallydelivered to the party entitled thereto, at the address stated below or to suchchanged address as the addressee may have given by a similar notice:

           Tothe Company:          First CitizensNational Bank                                                           POBox 370                                               Dyersburg,Tennessee 38025

                To the Executive:      Stallings Lipford                                                503Parkview Street                                                Dyersburg,Tennessee 38024 

11.       Successors; Binding Agreement: The Bank or Bancsharesshall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Bank or Bancshares, by agreement in the form and substancesatisfactory to the Executive, to expressly assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. Failure of theCompany to obtain such agreement prior to the effectiveness or any suchsuccession shall be a breach of this Agreement. For purposes of this Agreement,"Bank" and

 "Bancshares" shall mean the Company as defined above,and any successor to their business and/or assets as aforesaid which executesand delivers the agreement provided for in this Section or which otherwisebecomes bound by all the terms and provisions of this Agreement by operation oflaw.

This Agreement shall inureto the benefit of and be enforceable by the Executive's personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,devises and legatees. If the Executive should die while any amount would stillbe payable to her hereunder if she had continued to live, all such amounts,except to the extent otherwise provided under this Agreement, shall be paid inaccordance with the terms of this Agreement to her devisee, legatee or otherdesignee, or if there be no such designee, to the Executive's estate.

12.       Modification, Waiver or Discharge. No provision of thisAgreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing signed by the Executive andan authorized officer of the Company. No waiver by either party hereto atanytime of any breach by the other party hereto of, or compliance with, anycondition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. No agreements or representations,oral or otherwise, express or implied, with respect to the subject matterhereof had been made by either party which are not expressly set forth in thisAgreement and this Agreement supercedes the Executive Employment Ageementbetween the Company and the Executive dated April 21, 1993; provided, however,that is Agreement shall not supersede or in any way limit the right, duties orobligations that the Executive or the Company may have under any other writtenagreement between such parties, under any employee pension benefit plan oremployee welfare benefit plan as defined under the Employee Retirement IncomeSecurity Act of 1974, as amended, and maintained by the Company, or under anyestablished personal practice or policy applicable to the Executive.

13.       Governing Law. The validity, interpretation,construction and performance of this Agreement shall be governed by the laws ofthe State of Tennessee.

14.       Validity. The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofthe other provisions of this Agreement, which latter provisions shall remain infull force and effect.

15.             Miscellaneous.

(a)        No Adequate Remedy at Law. TheCompany and the Executive recognize that each party will have no adequateremedy at law for breach by the other of any of the agreements contained hereinand, in the event of any such breach, the Company and the Executive herebyagree and consent that the other shall be entitled to decree of specificperformance, mandamus, or other appropriate remedy to enforce performance ofsuch agreements.

 (b)        Non-Assignability. No right,benefit, or interest hereunder shall be subject to anticipation, alienation,sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off inrespect of any claim, debt or obligation, or to execution, attachment, levy orsimilar process, or assignment by operation of law. Any attempt, voluntary orinvoluntary, to effect any action specified in the immediately precedingsentence shall, to the full extent permitted by law, be null, void and of noeffect. Any of the foregoing to the contrary notwithstanding, this provisionshall not preclude the Executive from designating one or more beneficiaries toreceive any amount that may be payable after his death, and shall not precludefrom assigning any right hereunder to the person or persons entitled theretounder his will or, in the case of intestacy applicable to his estate.

 (c)      Primary Obligor on Contract. Bankand Bancshares, although jointly and severally liable for all payments underthis Agreement, between themselves, acknowledge that Bank is the primaryobligor and is primarily responsible for fulfilling the financial obligationsof this Agreement. In the event Bank is unable, for regulatory or financialreasons, to fulfill the obligations under this Agreement, the terms of theAgreement shall become the primary obligation of Bancshares. Nothing in thisparagraph shall be deemed to bar Executive from recovering under this Agreementfrom either Bank or Bancshares if the Agreement is breached by either Bank orBancshares.

(d)        Legal and Regulatory Limitations.In the event the Company (i) has been advised in writing by its legal counselthat it is prohibited by applicable law or regulation, (ii) has been enjoinedby a court of competent jurisdiction, or (iii) has become subject to a finalcease and desist order by a regulatory authority having jurisdiction over theCompany, from making any payments or providing any benefits required by thisAgreement, to the extent the Company is so prohibited, enjoined, or ordered,the Company shall not be obligated to make any prohibited payment or paymentsor provide any prohibited benefit, and the failure to make payment or providebenefit shall not be deemed a breach of this Agreement and shall not give riseto a cause of action by Executive against the Company or any of its officers,directors, employees, attorneys or agents.

16.       Counterparts. This Agreement may be executed in one ormore counterparts, each of which shall be deemed to be an original, but ofwhich together will constitute one and the same instrument.

**IN WITNESS WHEREOF,**the Executive and the Company (by action of theirduly authorized officers) haveexecuted this Agreement on the date first above written.

                                                 FIRST CITIZENSBANCSHARES, INC.                                                 By: KatieWinchester, President and CEO

          **   By Direction of the Board ofDirectors**        ATTEST: Barry Ladd                FIRSTCITIZENS NATIONAL BANK

                  By:Katie Winchester, President and CEO

**            By Direction of the Board of Directors**         ATTEST: Barry Ladd

                                                                                  EXECUTIVE:                                                                                  By:Stallings Lipford

        ATTEST: Barry Ladd

SCHEDULE A

Executive Planning Group'sBonus Program as designed for First Citizens National Bank and First CitizensBancshares, Inc.

The two executive officers, Stallings Lipford andKatie S. Winchester, shall participate in a separate plan based on bankperformance as shown on the following page. This plan is based on return onassets. Their bonus will be a percentage of base salary and determined by theoverall performance of the bank.

| **RETURN ON ASSETS** | **% OF SALARY** |
|----------------------|-----------------|
|                 |            |
| 1.00% to <1.15%   | 25%             |
| 1.15% to <1.25%   | 30%             |
| 1.25% to <1.50%   | 35%             |
| 1.50% to <1.75%   | 40%             |
| 1.75% to <2.00%   | 45%             |
| 2:00% and above      | 50%             |

 

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**EXECUTIVE EMPLOYMENT AGREEMENT**

**THIS AGREEMENT** made as of this 21stday of April, 1993 by and between First Citizens National Bank, a national bankwith its principal location in Dyersburg, Tennessee (the "Bank"),First Citizens Bancshares, Inc. a registered bank holding company with itsprincipal location in Dyersburg, Tennessee ("Bancshares")(collectively referred to herein as "Company") and KATIE S. WINCHESTERof Dyersburg, Tennessee (the "Executive").

WITNESSETH:

**WHEREAS,** the Company recognizes the valueof the Executive's services and desires to insure the Executive's continuedemployment with the Company; and

**WHEREAS,** the Executive wishes to continuein the employment of the Company; and

**WHEREAS**, the Company and the Executivemutually desire that their employment relationship be set forth under the termsof a written employment agreement;

**NOW, THEREFORE,** in consideration of theforegoing and of the promises and mutual agreements set forth below, and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto do hereby agree as follows:

1.         Employment.   The Company agrees to continue to employ the Executive, and the Executive agreesto continue to serve and be employed by the Company, on the terms andconditions, set forth herein.

2.         Termof Employment. The employment of the Executive by the Company as providedunder Section 1 shall commence on the effective date hereof and end on April 21,1995, unless further extended or sooner terminated as hereinafter provided. OnApril 21, 1994, and on April 21 of each year thereafter, the term of theExecutive's employment hereunder shall be automatically extended one (1)additional year, unless prior to the date of such automatic extension theCompany shall have delivered to the Executive or the Executive shall havedelivered to the Company written notice that the term of the Executive'semployment hereunder shall not be extended. In the event the Executive'semployment hereunder is not extended by the Company, such failure to extendshall be deemed a termination pursuant to paragraph 7 (d) of this Agreement andthe Company shall send Executive a Notice of Termination as provided for inSection 7(a)(vii).

3.         Positionand Duties. The Executive shall serve as President of the Company withresponsibilities and authority as may from time to time be assigned to her bythe Boards of Directors of the Company. The Executive shall devote substantiallyall of her working time and efforts to the business affairs of the Company. Inaddition, the Executive shall serve on the Boards of Directors of the Companyduring the term of this Agreement for so long as she is elected to such Boardsby the shareholders of the Company.

4.         Placeof Performance. In connection with the Executive's employment hereunder, theExecutive shall be based at the Company's principal offices located inDyersburg, Tennessee, subject to reasonable travel on the business of theCompany.

5.         Compensationand Benefits. In consideration of the Executive's performance of her dutieshereunder, the Company shall provide the Executive with the followingcompensation and benefits during the term of her employment hereunder.

(a)       Base Salary. The Company shall pay to the Executive an aggregate basesalary at a rate of not less than Ninety One Thousand Eight Hundred andSeventy-Five Dollars ($91,875.00) per annum, in equal bi-weekly installments asnearly as practicable upon the 15th and 30th day of eachcalendar month, in arrears. Such base salary may be increased from time to timeby the Compensation Committee in accordance with the normal business practicesof the Company and, if so increased, shall not thereafter during the term of theExecutive's employment hereunder be decreased.

           Compensation of the Executive by base salary payments shall not be deemedexclusive and shall not prevent the Executive from participating in any othercompensation or benefit program of the company. Such base salary payments(including increases thereto) shall not in any way limit or reduce any otherobligation of the Company hereunder, and no other compensation, benefit orpayment hereunder shall in any way limit or reduce the obligation of the Companywith respect to such base salary.

(b)       Performance Bonus. The Company shall pay to the Executive with respect toeach fiscal year during the term of the Executive's employment hereunder, aperformance bonus in accordance with Schedule A attached hereto and byperformance made a part hereof. Such bonus shall be paid to Executive within 45days after the end of each fiscal year.

(c)       Expenses. The Company, as applicable, shall promptly reimburse theExecutive for all reasonable out-of-pocket expenses incurred by the Executive inher performance of services hereunder, including all such expenses of travel andliving expense while away from home on business of the Company, provided thatsuch expenses are incurred, accounted for and documented in accordance with theregular policies and procedures established by the Company from time to time.

(d)       Employee Benefits. The Executive shall be entitled to continue toparticipate in all Bank employee benefit plans and arrangements in effect on thedate hereof in which the Executive participates, (including but not limited tothe group health-and-accident, and medical insurance plans) as such plans maycontinue or be altered by the Company Boards of Directors from time to time atthe Boards' discretion.

(e)       Vacation. The Executive shall be entitled to vacation in each calendaryear during the term of this Agreement, in accordance with the Company'svacation policies, as well as to all paid holidays provided by the Company toits employees.

(f)        Services.The Company shall furnish the Executive with office space, secretarial andadministrative assistance, and such other facilities and services as shall besuitable to her position and adequate for the performance of her dutieshereunder.

(g)        Automobile.The Company shall furnish the Executive with an automobile to be owned by theCompany. The automobile to be furnished shall be the kind of automobile suitablefor a President of a like company with the type of such automobile determined bythe Executive Committee of the Company. The Company shall provide for gasoline,repairs and the continued maintenance of the automobile and shall provide foradequate automobile insurance, including collision and uninsured motoristcoverage as well as any other insurance coverage required under the laws ofTennessee.

(h)        LifeInsurance. During the term of this Agreement, the Company agrees to pay lifeinsurance premiums for Executive in an amount not to exceed $12,500 per year forthe acquisition by Executive, or her assigns, of a "split dollar"insurance policy. The Company's obligation to make such payment shall cease upontermination of Executive's employment. Return of premium by Executive to Companyshall be required upon death of Executive, or if Executive elects not tocontinue the policy in the event Executive terminates employment with theCompany or Executive's employment with the Company is terminated, except that inno circumstances shall the return of premium exceed the cash value of thepolicy. Executive acknowledges that such premium payments will be taxable inaccordance with the Internal Revenue Code of 1986, as amended, and the Rules andRegulations of the Internal Revenue Service.

6.         Directorship.So long as the Executive serves as director of the Company, she shall receivedirectors' fees in addition to other compensation provided for hereunder.

7.         Compensationand Benefits in the Event of Termination. In the event of the termination ofthe Executive's employment by the Company during the term of this Agreement,compensation and benefits shall be paid as set forth below.

(a)       Definitions. For purposes of this Agreement, the following terms shall have themeanings indicated:

(i)         "Cause"shall mean (A) the conviction of Executive or the rendering of a final judgmentagainst Executive by a court of competent jurisdiction which is not subject tofurther appeal for the willful and continued failure by the Executive tosubstantially perform her duties under this Agreement, the Company's policies,or federal and/or state law (other than any such failure resulting from herincapacity due to physical or mental illnesses): which breach of duty hasmaterially adversely affected the safety and soundness of the Company; or (B)the Executive's conviction of a felony which is not subject to further appeal.For purposes of this sub-paragraph, no act, or failure to act, on theExecutive's part shall be considered "willful" unless done, or omittedto be done, by her not in good faith and without reasonable belief that heraction or omission is in the best interest of the Company.

(ii)        "Changein Control" shall mean either:

(A)       Theacquisition, directly or indirectly, by any person or group of persons of sharesin the Bank or Bancshares, which, when added to any other shares the beneficialownership of which is held by such acquiror(s), shall result in ownership by anyperson(s) of ten percent(10%) of such stock or which would require priornotification under any federal or state banking law or regulation; or

(B)       Theoccurrence of any merger, consolidation or re-organization to which the Bank orBancshares is a party and to which the Bank or Bancshares (or an entitycontrolled thereby) is not a surviving entity, or the sale of all orsubstantially all of the assets of the Bank or Bancshares.

(C)       Forpurposes of this sub-paragraph (ii), the definition of "person" shallbe as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

(iii)       "Compensation"shall mean the total compensation paid to Executive as reported or reportable inher W-2 Forms from Bank and Bancshares for that year.

(iv)       "Coincidentwith" shall mean any time within six months prior to the acquisition ofshares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or theregulatory approval required under such section, whichever comes first.

(v)        "Dateof Termination" shall mean: (A) if the Executive's employment is terminatedby reason of her death, her date of death; (B) if the Executive's employment isterminated for Disability, thirty (30) days after Notice of Termination is given(provided that the Executive shall not have returned to the performance of herduties as provided under sub-paragraph (vi) of this paragraph (a); or (c) if theExecutive's employment is terminated by action of either party for any reason,the date specified in the Notice of Termination.

(vi)       "Disability"shall mean the Executive's failure to satisfactorily perform her regular dutieson behalf of the Company on a full-time basis for one hundred eight (180)consecutive days or such lesser period of time as provided under the disabilityinsurance policy provided through Bank or Bancshares, by reason of theExecutive's incapacity due to physical or mental illness, except where withinthirty (30) days after Notice of Termination is given following such absence,the Executive shall have returned to the satisfactory, full-time performance ofsuch duties. Any determination of Disability hereunder shall be made by theBoard of Directors in good faith and on the basis of the certificates of atleast three (3) qualified physicians chosen by it for such purpose, one (1) ofwhom shall be the Executive's regular attending physician.

(vii)      "Noticeof Termination" shall mean a written notice which shall include thespecific termination provision under this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment. Any purported terminationof the Executive's employment hereunder by action of either party shall becommunicated by delivery of a Notice of Termination to the other party. Anypurported termination of the Executive's employment hereunder which is noteffected in accordance with the foregoing shall be ineffective for purposes ofthe Agreement.

(viii)      "Retirement"shall mean termination of the Executive's employment pursuant to the Company'sregular retirement policy applicable to the position held by the Executive atthe time of such termination.

(b)        Terminationby Company Not for Cause Prior to a Change of Control.  In theevent the Executive's employment hereunder is terminated by action of theCompany without cause at least six (6) months before a Change of Control, theExecutive shall be entitled to receive payments under this Agreement as thoughthe Agreement was in effect through the end of the period set forth in Section 2hereof without further automatic extensions. Executive acknowledges that suchpayments serve as total satisfaction of Executive's claim under this Agreement.

(c)       Termination By the Company at Anytime for Cause or by the Executive Prior toa Change in Control. In the event the Executive's employment hereunder isterminated (A) by action of the Company for Cause either before, coincidentwith, or after a Change in Control; (B) by action of the Executive prior to aChange in Control; (C) by reason of the Executive's death, disability orretirement prior to a Change in Control, the following compensation and benefitsshall be paid and provided the Executive (or her beneficiary):

(1)       TheExecutive's base salary provided under paragraph (a) of Section 5 through thelast day of the month in which the Date of Termination occurs, at the annualrate in effect at the time Notice of Termination is given (or death occurs), tothe extent unpaid prior to such Date of Termination;

(2)       Thepro-rata portion of any bonus under paragraph (b) of Section 5 which has beenearned prior to the Date of Termination, to the extent unpaid prior to such dateand for the year of termination, Executive shall be paid a pro-rata bonus amountas provided in Section 5(b) based on the Company's financial performance forthat year prior to Executive's Date of Termination;

(3)        Anybenefits to which the Executive (or her beneficiary) may be entitled as a resultof such termination (or death), under the terms and conditions of the pertinentplans or arrangements in effect at the time of the Notice of Termination underparagraph (d) of Section 5: and

(4)       Anyamounts due the Executive with respect to paragraph (c) or paragraph (e) ofSection 5 as of the Date of Termination.

(d)       Terminationby Company Not For Cause Coincident With or Following a Change in Control or byExecutive Coincident With or Following a Change in Control. In the event theExecutive's employment hereunder is terminated (A) by action of the Executivecoincident with or following a Change in Control including the Executive'sdeath, disability or retirement, or (B) by action of the Company not for causecoincident with or following a Change in Control, the Company shall pay andprovide the Executive the compensation and benefits stipulated undersub-paragraph (c) immediately above; provided, however, in addition thereto, thefollowing compensation and benefits shall be paid and provided the Executive:

> 
The Bank shall pay to the Executive in a      lump sum, in cash, within 30 days following the Date of Termination, an      amount equal to two times the Compensation paid in the preceding calendar      year, or scheduled to be paid to the Executive during the year of the      Notice of Termination, whichever is greater, plus an additional amount      sufficient to pay United States income tax on the lump sum amount so paid;      provided, however, that if the lump sum payment under this section, either      alone or together with other payments which the Executive has the right to      receive from the Company, would constitute a "parachute payment"      (as defined in Section 28OG of the Internal Revenue Code of 1986, as      amended (the "Code"), such lump sum severance payment shall be      reduced to the largest amount as will result in no portion of the lump sum      severance payment under this Section 7 being subject to the excise tax      imposed by Section 4999 of the Code. The determination of any reduction in      the lump sum severance payment under this section, pursuant to the      foregoing provision shall be made by the Company in good faith.

(e)       Continuation of Benefits. Following the termination of Executive'semployment hereunder, the Executive shall have the right to continue in theCompany's group health insurance plan and other Company benefit program as maybe required by COBRA or any other federal or state law or regulation.

(f)        Compensation During Disability. In the even of the Executive's failure tosatisfactorily perform her duties hereunder on a full-time basis by reason ofher incapacity due to physical or mental illness (as determined by theExecutive's regular attending physician) for any period not otherwiseconstituting Disability as defined under sub-paragraph (vi) of paragraph (a) ofthis Section 7, the Executive's employment hereunder shall not be deemedterminated and she shall continue to receive the compensation and benefitsprovided under Section 5 in accordance with the terms thereof.

8.        Non-Disclosure. During the term of her employment hereunder, or at anytime thereafter, the Executive shall not disclose or use (except in the courseof her employment hereunder) any confidential or proprietary information or dataof the Company or any of their subsidiaries or affiliates regardless of whethersuch information or data is embodied in writing or other physical form.

9.         Withholding.Any provision of this Agreement to the contrary notwithstanding, all paymentsmade by the Company hereunder to the Executive or her estate or beneficiariesshall be subject to the withholding or such amounts, if any, relating to tax andother payroll deductions as the Company may reasonably determine should bewithheld pursuant to any applicable law or regulation. In lieu of withholdingsuch amounts, the Company may accept other provisions to the end that they havesufficient funds to pay all taxes required by law to be withheld in respect ofany or all such payments.

10.      Notices.All notices, requests, demands and other communications provided for by thisAgreement shall be in writing and shall be sufficiently given if and when mailedin the Continental United States by registered or certified mail, or personallydelivered to the party entitled thereto, at the address stated below or to suchchanged address as the addressee may have given by a similar notice:

           To theCompany:              First Citizens National Bank                                                    POBox 370                                                    Dyersburg,Tennessee 38025

               To theExecutive:           KatieS. Winchester                                                    Box117                                                    Newbern,Tennessee 38059

11.       Successors;Binding Agreement: The Bank or Bancshares shall require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise) toall or substantially all of the business and/or assets of the Bank orBancshares, by agreement in the form and substance satisfactory to theExecutive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain suchagreement prior to the effectiveness or any such succession shall be a breach ofthis Agreement. For purposes of this Agreement, "Bank" and"Bancshares" shall mean the Company as defined above, and anysuccessor to their business and/or assets as aforesaid which executes anddelivers the agreement provided for in this Section or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to thebenefit of and be enforceable by the Executive's personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,devises and legatees. If the Executive should die while any amount would stillbe payable to her hereunder if she had continued to live, all such amounts,except to the extent otherwise provided under this Agreement, shall be paid inaccordance with the terms of this Agreement to her devisee, legatee or otherdesignee, or if there be no such designee, to the Executive's estate.

12.       Modification,Waiver or Discharge. No provision of this Agreement may be modified, waivedor discharged unless such waiver, modification or discharge is agreed to inwriting signed by the Executive and an authorized officer of the Company. Nowaiver by either party hereto at anytime of any breach by the other party heretoof, or compliance with, any condition or provision of this Agreement to beperformed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. Noagreements or representations, oral or otherwise, express or implied, withrespect to the subject matter hereof had been made by either party which are notexpressly set forth in this Agreement; provided, however, that is Agreementshall not supersede or in any way limit the right, duties or obligations thatthe Executive or the Company may have under any other written agreement betweensuch parties, under any employee pension benefit plan or employee welfarebenefit plan as defined under the Employee Retirement Income Security Act of1974, as amended, and maintained by the Company, or under any establishedpersonal practice or policy applicable to the Executive.

13.      Governing Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State of Tennessee.

14.      Validity. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of the otherprovisions of this Agreement, which latter provisions shall remain in full forceand effect.

15.      Miscellaneous.

(a)       No Adequate Remedy at Law. The Company and the Executive recognize thateach party will have no adequate remedy at law for breach by the other of any ofthe agreements contained herein and, in the event of any such breach, theCompany and the Executive hereby agree and consent that the other shall beentitled to decree of specific performance, mandamus, or other appropriateremedy to enforce performance of such agreements.

(b)       Non-Assignability. No right, benefit, or interest hereunder shall besubject to anticipation, alienation, sale, assignment, encumbrance, charge,pledge, hypothecation, or set-off in respect of any claim, debt or obligation,or to execution, attachment, levy or similar process, or assignment by operationof law. Any attempt, voluntary or involuntary, to effect any action specified inthe immediately preceding sentence shall, to the full extent permitted by law,be null, void and of no effect. Any of the foregoing to the contrarynotwithstanding, this provision shall not preclude the Executive fromdesignating one or more beneficiaries to receive any amount that may be payableafter her death, and shall not preclude the legal representative of theExecutive Estate from assigning any right hereunder to the person or personsentitled thereto under her will or, in the case of intestacy applicable to herestate.

(c)       Primary Obligor on Contract. Bank and Bancshares, although jointly andseverally liable for all payments under this Agreement, between themselves,acknowledge that Bank is the primary obligor and is primarily responsible forfulfilling the financial obligations of this Agreement. In the event Bank isunable, for regulatory or financial reasons, to fulfill the obligations underthis Agreement, the terms of the Agreement shall become the primary obligationof Bancshares. Nothing in this paragraph shall be deemed to bar Executive fromrecovering under this Agreement from either Bank or Bancshares if the Agreementis breached by either Bank or Bancshares.

16.      Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original, but of which together willconstitute one and the same instrument.

**IN WITNESS WHEREOF,**the Executive and the Company (by action of theirduly authorized officers) have executed this Agreement on the date first abovewritten.

                                                               FIRST CITIZENS BANCSHARES, INC.                                                               By: Stallings Lipford                                                                Chairman of the Board

ATTEST: Mary Jane Hicks

                                                               FIRST CITIZENS NATIONAL BANK                                                                          By: Stallings Lipford                                                                            Chairman of the Board

ATTEST: Mary Jane Hicks

           

EXECUTIVE:Katie S. Winchester

ATTEST: Mary Jane Hicks

SCHEDULE A

Executive Planning Group's Bonus Program as designed for First CitizensNational Bank and First Citizens Bancshares, Inc.

The two executive officers, Stallings Lipford and Katie S. Winchester, shallparticipate in a separate plan based on bank performance as shown on thefollowing page. This plan is based on return on assets. Their bonus will be apercentage of base salary and determined by the overall performance of the bank.

**Exhibit**

Return on Asset Based Incentive PlanForStallings Lipford and Katie Winchester

| Return on Assets | Current Year Salary |
|------------------|---------------------|
| .85% to 1.00%    | 20%                 |
| 1.00% to 1.15%   | 25%                 |
| 1.15% and above  | 30%                 |

 

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**EXECUTIVE EMPLOYMENT AGREEMENT**

**THIS AGREEMENT** made as of this 1stday of July, 1996 by and between First Citizens National Bank, a national bankwith its principal location in Dyersburg, Tennessee (the "Bank"),First Citizens Bancshares, Inc. a registered bank holding company with itsprincipal location in Dyersburg, Tennessee ("Bancshares")(collectively referred to herein as "Company") and Barry Thomas Laddof Dyersburg, Tennessee (the "Executive").

WITNESSETH:

**WHEREAS,** the Company recognizes the valueof the Executive's services and desires to insure the Executive's continuedemployment with the Company; and

**WHEREAS,** the Executive wishes to continuein the employment of the Company; and

**WHEREAS,**the Company and the Executivemutually desire that their employment relationship be set forth under the termsof a written employment agreement;

NOW, THEREFORE, in consideration of theforegoing and of the promises and mutual agreements set forth below, and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto do hereby agree as follows:

1.        Employment.    The Company agrees to continue to employthe Executive, and the Executive agrees to continue to serve and be employed bythe Company, on the terms and conditions, set forth herein.

2.        Termof Employment. The employment of the Executive by the Company as providedunder Section 1 shall commence on the effective date hereof and end on April 21,1997, unless further extended or sooner terminated as hereinafter provided. OnApril 21, 1997, and on April 21 of each year thereafter, the term of theExecutive's employment hereunder shall be automatically extended one (1)additional year, unless prior to the date of such automatic extension theCompany shall have delivered to the Executive or the Executive shall havedelivered to the Company written notice that the term of the Executive'semployment hereunder shall not be extended. In the event the Executive'semployment hereunder is not extended by the Company, such failure to extendshall be deemed a termination pursuant to paragraph 7 (d) of this Agreement andthe Company shall send Executive a Notice of Termination as provided for inSection 7(a)(vii).

3.         Positionand Duties. The Executive shall serve as Executive Vice President and ChiefAdministrative Officer of the Company with responsibilities and authority as mayfrom time to time be assigned to her by the Boards of Directors of the Company.The Executive shall devote substantially all of his working time and efforts tothe business affairs of the Company. In addition, the Executive shall serve onthe Boards of Directors of the Company during the term of this Agreement for solong as he is elected to such Boards by the shareholders of the Company.

4.         Placeof Performance. In connection with the Executive's employment hereunder, theExecutive shall be based at the Company's principal offices located inDyersburg, Tennessee, subject to reasonable travel on the business of theCompany.

5.         Compensationand Benefits. In consideration of the Executive's performance of her dutieshereunder, the Company shall provide the Executive with the followingcompensation and benefits during the term of his employment hereunder.

(a)       Base Salary. The Company shall pay to the Executive an aggregate basesalary at a rate of not less than Seventy Thousand Dollars ($70,000.00) perannum, in equal bi-weekly installments as nearly as practicable upon the 15thand 30th day of each calendar month, in arrears. Such base salary maybe increased from time to time by the Compensation Committee in accordance withthe normal business practices of the Company and, if so increased, shall notthereafter during the term of the Executive's employment hereunder be decreased.

           Compensation of the Executive by base salary payments shall not be deemedexclusive and shall not prevent the Executive from participating in any othercompensation or benefit program of the company. Such base salary payments(including increases thereto) shall not in any way limit or reduce any otherobligation of the Company hereunder, and no other compensation, benefit orpayment hereunder shall in any way limit or reduce the obligation of the Companywith respect to such base salary.

(b)       Performance Bonus. The Company shall pay to the Executive with respect toeach fiscal year during the term of the Executive's employment hereunder, aperformance bonus in accordance with Schedule A attached hereto and byperformance made a part hereof. Such bonus shall be paid to Executive within 45days after the end of each fiscal year.

(c)       Expenses. The Company, as applicable, shall promptly reimburse theExecutive for all reasonable out-of-pocket expenses incurred by the Executive inhis performance of services hereunder, including all such expenses of travel andliving expense while away from home on business of the Company, provided thatsuch expenses are incurred, accounted for and documented in accordance with theregular policies and procedures established by the Company from time to time.

(d)       Employee Benefits. The Executive shall be entitled to continue toparticipate in all Bank employee benefit plans and arrangements in effect on thedate hereof in which the Executive participates, (including but not limited tothe group health-and-accident, and medical insurance plans) as such plans maycontinue or be altered by the Company Boards of Directors from time to time atthe Boards' discretion.

(e)       Vacation. The Executive shall be entitled to vacation in each calendaryear during the term of this Agreement, in accordance with the Company'svacation policies, as well as to all paid holidays provided by the Company toits employees.

(f)         Services.The Company shall furnish the Executive with office space, secretarial andadministrative assistance, and such other facilities and services as shall besuitable to her position and adequate for the performance of his dutieshereunder.

(g)        Automobile.The Company shall furnish the Executive with an automobile to be owned by theCompany. The automobile to be furnished shall be the kind of automobile suitablefor an Executive Vice President of a like company with the type of suchautomobile determined by the Executive Committee of the Company. The Companyshall provide for gasoline, repairs and the continued maintenance of theautomobile and shall provide for adequate automobile insurance, includingcollision and uninsured motorist coverage as well as any other insurancecoverage required under the laws of Tennessee.

(h)        LifeInsurance. During the term of this Agreement, the Company agrees to pay lifeinsurance premiums for Executive in an amount not to exceed $11,500 per year forthe acquisition by Executive, or his assigns, of a "split dollar"insurance policy. The Company's obligation to make such payment shall cease upontermination of Executive's employment. Return of premium by Executive to Companyshall be required upon death of Executive, or if Executive elects not tocontinue the policy in the event Executive terminates employment with theCompany or Executive's employment with the Company is terminated, except that inno circumstances shall the return of premium exceed the cash value of thepolicy. Executive acknowledges that such premium payments will be taxable inaccordance with the Internal Revenue Code of 1986, as amended, and the Rules andRegulations of the Internal Revenue Service.

6.        Directorship. So long as the Executive serves as director of the Company,he shall receive directors' fees in addition to other compensation provided forhereunder.

7.        Compensation and Benefits in the Event of Termination. In the event ofthe termination of the Executive's employment by the Company during the term ofthis Agreement, compensation and benefits shall be paid as set forth below.

(a)       Definitions. For purposes of this Agreement, the following terms shall have themeanings indicated:

(i)        "Cause" shall mean (A) the conviction of Executive or the rendering ofa final judgment against Executive by a court of competent jurisdiction which isnot subject to further appeal for the willful and continued failure by theExecutive to substantially perform his duties under this Agreement, theCompany's policies, or federal and/or state law (other than any such failureresulting from her incapacity due to physical or mental illnesses): which breachof duty has materially adversely affected the safety and soundness of theCompany; or (B) the Executive's conviction of a felony which is not subject tofurther appeal. For purposes of this sub-paragraph, no act, or failure to act,on the Executive's part shall be considered "willful" unless done, oromitted to be done, by him not in good faith and without reasonable belief thathis action or omission is in the best interest of the Company.

(ii)        "Changein Control" shall mean either:

(A)       Theacquisition, directly or indirectly, by any person or group of persons of sharesin the Bank or Bancshares, which, when added to any other shares the beneficialownership of which is held by such acquiror(s), shall result in ownership by anyperson(s) of ten percent(10%) of such stock or which would require priornotification under any federal or state banking law or regulation; or

(B)      The occurrence of any merger, consolidation or re-organization to which the Bankor Bancshares is a party and to which the Bank or Bancshares (or an entitycontrolled thereby) is not a surviving entity, or the sale of all orsubstantially all of the assets of the Bank or Bancshares.

(C)       Forpurposes of this sub-paragraph (ii), the definition of "person" shallbe as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

(iii)       "Compensation"shall mean the total compensation paid to Executive as reported or reportable inhis W-2 Forms from Bank and Bancshares for that year.

(iv)      "Coincidentwith" shall mean any time within six months prior to the acquisition ofshares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or theregulatory approval required under such section, whichever comes first.

(v)       "Dateof Termination" shall mean: (A) if the Executive's employment is terminatedby reason of his death, his date of death; (B) if the Executive's employment isterminated for Disability, thirty (30) days after Notice of Termination is given(provided that the Executive shall not have returned to the performance of hisduties as provided under sub-paragraph (vi) of this paragraph (a); or (c) if theExecutive's employment is terminated by action of either party for any reason,the date specified in the Notice of Termination.

(vi)      "Disability"shall mean the Executive's failure to satisfactorily perform his regular dutieson behalf of the Company on a full-time basis for one hundred eight (180)consecutive days or such lesser period of time as provided under the disabilityinsurance policy provided under the disability insurance policy provided throughBank or Bancshares, by reason of the Executive's incapacity due to physical ormental illness, except where within thirty (30) days after Notice of Terminationis given following such absence, the Executive shall have returned to thesatisfactory, full-time performance of such duties. Any determination ofDisability hereunder shall be made by the Board of Directors in good faith andon the basis of the certificates of at least three (3) qualified physicianschosen by it for such purpose, one (1) of whom shall be the Executive's regularattending physician.

(vii)     "Noticeof Termination" shall mean a written notice which shall include thespecific termination provision under this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment. Any purported terminationof the Executive's employment hereunder by action of either party shall becommunicated by delivery of a Notice of Termination to the other party. Anypurported termination of the Executive's employment hereunder which is noteffected in accordance with the foregoing shall be ineffective for purposes ofthe Agreement.

(viii)     "Retirement"shall mean termination of the Executive's employment pursuant to the Company'sregular retirement policy applicable to the position held by the Executive atthe time of such termination.

(b)        Terminationby Company Not for Cause Prior to a Change of Control. In the event theExecutive's employment hereunder is terminated by action of the Company withoutcause at least six (6) months before a Change of Control, the Executive shall beentitled to receive payments under this Agreement as though the Agreement was ineffect through the end of the period set forth in Section 2 hereof withoutfurther automatic extensions. Executive acknowledges that such payments serve astotal satisfaction of Executive's claim under this Agreement.

(c)       Termination By the Company at Anytime for Cause or by the Executive Prior toa Change in Control. In the event the Executive's employment hereunder isterminated (A) by action of the Company for Cause either before, coincidentwith, or after a Change in Control; (B) by action of the Executive prior to aChange in Control; (C) by reason of the Executive's death, disability orretirement prior to a Change in Control, the following compensation and benefitsshall be paid and provided the Executive (or his beneficiary):

(1)       TheExecutive's base salary provided under paragraph (a) of Section 5 through thelast day of the month in which the Date of Termination occurs, at the annualrate in effect at the time Notice of Termination is given (or death occurs), tothe extent unpaid prior to such Date of Termination;

(2)       Thepro-rata portion of any bonus under paragraph (b) of Section 5 which has beenearned prior to the Date of Termination, to the extent unpaid prior to such dateand for the year of termination, Executive shall be paid a pro-rata bonus amountas provided in Section (b) based on the Company's financial performance for thatyear prior to Executive's Date of Termination;

(3)       Anybenefits to which the Executive (or his beneficiary) may be entitled as a resultof such termination (or death), under the terms and conditions of the pertinentplans or arrangements in effect at the time of the Notice of Termination underparagraph (d) of Section 5: and

(4)       Anyamounts due the Executive with respect to paragraph (c) or paragraph (e) ofSection 5 as of the Date of Termination.

(d)       Termination by Company Not For Cause Coincident With or Following a Change inControl or by Executive Coincident With or Following a Change in Control. Inthe event the Executive's employment hereunder is terminated (A) by action ofthe Executive coincident with or following a Change in Control including theExecutive's death, disability or retirement, or (B) by action of the Company notfor cause coincident with or following a Change in Control, the Company shallpay and provide the Executive the compensation and benefits stipulated undersub-paragraph (c) immediately above; provided, however, in addition thereto, thefollowing compensation and benefits shall be paid and provided the Executive:

> 
The Bank shall pay to the Executive in a        lump sum, in cash, within 30 days following the Date of Termination, an        amount equal to two times the Compensation paid in the preceding        calendar year, or scheduled to be paid to the Executive during the year        of the Notice of Termination, whichever is greater, plus an additional        amount sufficient to pay United States income tax on the lump sum amount        so paid; provided, however, that if the lump sum payment under this        section, either alone or together with other payments which the        Executive has the right to receive from the Company, would constitute a        "parachute payment" (as defined in Section 28OG of the        Internal Revenue Code of 1986, as amended (the "Code"), such        lump sum severance payment shall be reduced to the largest amount as        will result in no portion of the lump sum severance payment under this        Section 7 being subject to the excise tax imposed by Section 4999 of the        Code. The determination of any reduction in the lump sum severance        payment under this section, pursuant to the foregoing provision shall be        made by the Company in good faith.

(e)       Continuation of Benefits. Following the termination of Executive'semployment hereunder, the Executive shall have the right to continue in theCompany's group health insurance plan and other Company benefit program as maybe required by COBRA or any other federal or state law or regulation.

(f)        Compensation During Disability. In the even of the Executive's failure tosatisfactorily perform her duties hereunder on a full-time basis by reason ofhis incapacity due to physical or mental illness (as determined by theExecutive's regular attending physician) for any period not otherwiseconstituting Disability as defined under sub-paragraph (vi) of paragraph (a) ofthis Section 7, the Executive's employment hereunder shall not be deemedterminated and he shall continue to receive the compensation and benefitsprovided under Section 5 in accordance with the terms thereof.

8.        Non-Disclosure. During the term of his employment hereunder, or at anytime thereafter, the Executive shall not disclose or use (except in the courseof his employment hereunder) any confidential or proprietary information or dataof the Company or any of their subsidiaries or affiliates regardless of whethersuch information or data is embodied in writing or other physical form.

9.        Withholding. Any provision of this Agreement to the contrarynotwithstanding, all payments made by the Company hereunder to the Executive orhis estate or beneficiaries shall be subject tot he withholding or such amounts,if any, relating to tax and other payroll deductions as the Company mayreasonably determine should be withheld pursuant to any applicable law orregulation. In lieu of withholding such amounts, the Company may accept otherprovisions to the end that they have sufficient funds to pay all taxes requiredby law to be withheld in respect of any or all such payments.

10.      Notices. All notices, requests, demands and other communications providedfor by this Agreement shall be in writing and shall be sufficiently given if andwhen mailed in the Continental United States by registered or certified mail, orpersonally delivered to the party entitled thereto, at the address stated belowor to such changed address as the addressee may have given by a similar notice:

           To theCompany:                      First Citizens National Bank                                                                    PO Box 370                                                                    Dyersburg, Tennessee 38025

               Tothe Executive:           BarryThomas Ladd                                                   515 Thomas                                                   Newbern, Tennessee 38059

11.      Successors; Binding Agreement: The Bank or Bancshares shall require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Bankor Bancshares, by agreement in the form and substance satisfactory to theExecutive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain suchagreement prior to the effectiveness or any such succession shall be a breach ofthis Agreement. For purposes of this Agreement, "Bank" and"Bancshares" shall mean the Company as defined above, and anysuccessor to their business and/or assets as aforesaid which executes anddelivers the agreement provided for in this Section or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to the benefit of and beenforceable by the Executive's personal or legal representatives, executors,administrators, successors, heirs, distributees, devises and legatees. If theExecutive should die while any amount would still be payable to him hereunder ifhe had continued to live, all such amounts, except to the extent otherwiseprovided under this Agreement, shall be paid in accordance with the terms ofthis Agreement to his devisee, legatee or other designee, or if there be no suchdesignee, to the Executive's estate.

12.      Modification, Waiver or Discharge. No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing signed by the Executive and an authorized officer of theCompany. No waiver by either party hereto at anytime of any breach by the otherparty hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, express orimplied, with respect to the subject matter hereof had been made by either partywhich are not expressly set forth in this Agreement; provided, however, that isAgreement shall not supersede or in any way limit the right, duties orobligations that the Executive or the Company may have under any other writtenagreement between such parties, under any employee pension benefit plan oremployee welfare benefit plan as defined under the Employee Retirement IncomeSecurity Act of 1974, as amended, and maintained by the Company, or under anyestablished personal practice or policy applicable to the Executive.

13.      Governing Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State of Tennessee.

14.      Validity. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of the otherprovisions of this Agreement, which latter provisions shall remain in full forceand effect.

15.     Miscellaneous.

(a)       No Adequate Remedy at Law. The Company and the Executive recognize thateach party will have no adequate remedy at law for breach by the other of any ofthe agreements contained herein and, in the event of any such breach, theCompany and the Executive hereby agree and consent that the other shall beentitled to decree of specific performance, mandamus, or other appropriateremedy to enforce performance of such agreements.

(b)       Non-Assignability. No right, benefit, or interest hereunder shall besubject to anticipation, alienation, sale, assignment, encumbrance, charge,pledge, hypothecation, or set-off in respect of any claim, debt or obligation,or to execution, attachment, levy or similar process, or assignment by operationof law. Any attempt, voluntary or involuntary, to effect any action specified inthe immediately preceding sentence shall, to the full extent permitted by law,be null, void and of no effect. Any of the foregoing to the contrarynotwithstanding, this provision shall not preclude the Executive fromdesignating one or more beneficiaries to receive any amount that may be payableafter his death, and shall not preclude from assigning any right hereunder tothe person or persons entitled thereto under his will or, in the case ofintestacy applicable to his estate.

(c)       Primary Obligor on Contract. Bank and Bancshares, although jointly and severallyliable for all payments under this Agreement, between themselves, acknowledgethat Bank is the primary obligor and is primarily responsible for fulfilling thefinancial obligations of this Agreement. In the event Bank is unable, forregulatory or financial reasons, to fulfill the obligations under thisAgreement, the terms of the Agreement shall become the primary obligation ofBancshares. Nothing in this paragraph shall be deemed to bar Executive fromrecovering under this Agreement from either Bank or Bancshares if the Agreementis breached by either Bank or Bancshares.

16.      Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original, but of which together willconstitute one and the same instrument.

IN WITNESS WHEREOF, theExecutive and the Company (by action of their duly authorized officers) haveexecuted this Agreement on the date first above written.

                                                               FIRST CITIZENS BANCSHARES, INC.                                               By: Stallings Lipford                                               Chairman of the Board

ATTEST: Katie Winchester                                               FIRST CITIZENS NATIONAL BANK                                               By: Stallings Lipford                                               Chairman of the Board

ATTEST: Katie Winchester

EXECUTIVE:            BarryThomas Ladd

ATTEST: Katie Winchester

SCHEDULE A

Executive Planning Group's Bonus Program as designed for First CitizensNational Bank and First Citizens Bancshares, Inc.

The three executive officers, Stallings Lipford, Katie S. Winchester andBarry Thomas Ladd shall participate in a separate plan based on bank performanceas shown on the following page. This plan is based on return on assets. Theirbonus will be a percentage of base salary and determined by the overallperformance of the bank.

Exhibit

Return on Asset Based Incentive PlanForBarry Ladd

| Return on Assets          | Current Year Salary |
|---------------------------|---------------------|
| 1.00% to        <1.10% | 25%                 |
| 1.15% to        <1.25% | 30%                 |
| 1.25% and        above    | 35%                 |

 

----

**EXECUTIVE EMPLOYMENT AGREEMENT**

**THIS AGREEMENT** made as of this 21stday of April, 1993 by and between First Citizens National Bank, a national bankwith its principal location in Dyersburg, Tennessee (the "Bank"),First Citizens Bancshares, Inc. a registered bank holding company with itsprincipal location in Dyersburg, Tennessee ("Bancshares")(collectively referred to herein as "Company") and Ralph Henson ofDyersburg, Tennessee (the "Executive").

WITNESSETH:

**WHEREAS,** the Company recognizes the valueof the Executive's services and desires to insure the Executive's continuedemployment with the Company; and

**WHEREAS,** the Executive wishes to continuein the employment of the Company; and

**WHEREAS**, the Company and the Executivemutually desire that their employment relationship be set forth under the termsof a written employment agreement;

**NOW, THEREFORE,** in consideration of theforegoing and of the promises and mutual agreements set forth below, and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto do hereby agree as follows:

1.        Employment.    The Company agrees to continue to employthe Executive, and the Executive agrees to continue to serve and be employed bythe Company, on the terms and conditions, set forth herein.

2.         Termof Employment. The employment of the Executive by the Company as providedunder Section 1 shall commence on the effective date hereof and end on April 21,1995, unless further extended or sooner terminated as hereinafter provided. OnApril 21, 1994, and on April 21 of each year thereafter, the term of theExecutive's employment hereunder shall be automatically extended one (1)additional year, unless prior to the date of such automatic extension theCompany shall have delivered to the Executive or the Executive shall havedelivered to the Company written notice that the term of the Executive'semployment hereunder shall not be extended. In the event the Executive'semployment hereunder is not extended by the Company, such failure to extendshall be deemed a termination pursuant to paragraph 6 (d) of this Agreement andthe Company shall send Executive a Notice of Termination as provided for inSection 6(a)(vii).

3.         Positionand Duties. The Executive shall serve as Executive Vice President of theCompany with responsibilities and authority as may from time to time be assignedto him by the Boards of Directors of the Company. The Executive shall devotesubstantially all of his working time and efforts to the business affairs of theCompany. In addition, the Executive shall serve on the Boards of Directors ofthe Company during the term of this Agreement for so long as he is elected tosuch Boards by the shareholders of the Company.

4.         Placeof Performance. In connection with the Executive's employment hereunder, theExecutive shall be based at the Company's principal offices located inDyersburg, Tennessee, subject to reasonable travel on the business of theCompany.

5.         Compensationand Benefits. In consideration of the Executive's performance of her dutieshereunder, the Company shall provide the Executive with the followingcompensation and benefits during the term of her employment hereunder.

(a)       Base Salary. The Company shall pay to the Executive an aggregate basesalary at a rate of not less than Seventy Five Thousand Dollars ($75,000.00) perannum, in equal biweekly installments as nearly as practicable upon the 15thand 30th day of each calendar month, in arrears. Such base salary maybe increased from time to time by the Compensation Committee in accordance withthe normal business practices of the Company and, if so increased, shall notthereafter during the term of the Executive's employment hereunder be decreased.

           Compensation of the Executive by base salary payments shall not be deemedexclusive and shall not prevent the Executive from participating in any othercompensation or benefit program of the company. Such base salary payments(including increases thereto) shall not in any way limit or reduce any otherobligation of the Company hereunder, and no other compensation, benefit orpayment hereunder shall in any way limit or reduce the obligation of the Companywith respect to such base salary.

(b)       Performance Bonus. The Company shall pay to the Executive with respect toeach fiscal year during the term of the Executive's employment hereunder, aperformance bonus in accordance with Schedule A attached hereto and byperformance made a part hereof. Such bonus shall be paid to Executive within 45days after the end of each fiscal year.

(c)       Expenses. The Company, as applicable, shall promptly reimburse theExecutive for all reasonable out-of-pocket expenses incurred by the Executive inher performance of services hereunder, including all such expenses of travel andliving expense while away from home on business of the Company, provided thatsuch expenses are incurred, accounted for and documented in accordance with theregular policies and procedures established by the Company from time to time.

(d)       Employee Benefits. The Executive shall be entitled to continue toparticipate in all Bank employee benefit plans and arrangements in effect on thedate hereof in which the Executive participates, (including but not limited tothe group health-and-accident, and medical insurance plans) as such plans maycontinue or be altered by the Company Boards of Directors from time to time atthe Boards' discretion.

(e)       Vacation. The Executive shall be entitled to vacation in each calendaryear during the term of this Agreement, in accordance with the Company'svacation policies, as well as to all paid holidays provided by the Company toits employees.

(f)         Services.The Company shall furnish the Executive with office space, secretarial andadministrative assistance, and such other facilities and services as shall besuitable to his position and adequate for the performance of his dutieshereunder.

(g)        Automobile.The Company shall furnish the Executive with an automobile to be owned by theCompany. The automobile to be furnished shall be the kind of automobile suitablefor a Senior Vice President of a like company with the type of such automobiledetermined by the Executive Committee of the Company. The Company shall providefor gasoline, repairs and the continued maintenance of the automobile and shallprovide for adequate automobile insurance, including collision and uninsuredmotorist coverage as well as any other insurance coverage required under thelaws of Tennessee.

(h)        LifeInsurance. During the term of this Agreement, the Company agrees to pay lifeinsurance premiums for Executive in an amount not to exceed $10,000 per year forthe acquisition by Executive, or his assigns, of a "split dollar"insurance policy. The Company's obligation to make such payment shall cease upontermination of Executive's employment. Return of premium by Executive to Companyshall be required upon death of Executive, or if Executive elects not tocontinue the policy in the event Executive terminates employment with theCompany or Executive's employment with the Company is terminated, except that inno circumstances shall the return of premium exceed the cash value of thepolicy. Executive acknowledges that such premium payments will be taxable inaccordance with the Internal Revenue Code of 1986, as amended, and the Rules andRegulations of the Internal Revenue Service.

6.        Compensation and Benefits in the Event of Termination. In the event ofthe termination of the Executive's employment by the Company during the term ofthis Agreement, compensation and benefits shall be paid as set forth below.

(a)       Definitions. For purposes of this Agreement, the following terms shall have themeanings indicated:

(i)        "Cause" shall mean (A) the conviction of Executive or the rendering ofa final judgment against Executive by a court of competent jurisdiction which isnot subject to further appeal for the willful and continued failure by theExecutive to substantially perform her duties under this Agreement, theCompany's policies, or federal and/or state law (other than any such failureresulting from his incapacity due to physical or mental illnesses): which breachof duty has materially adversely affected the safety and soundness of theCompany; or (B) the Executive's conviction of a felony which is not subject tofurther appeal. For purposes of this sub-paragraph, no act, or failure to act,on the Executive's part shall be considered "willful" unless done, oromitted to be done, by his not in good faith and without reasonable belief thathis action or omission is in the best interest of the Company.

(ii)       "Changein Control" shall mean either:

(A)      Theacquisition, directly or indirectly, by any person or group of persons of sharesin the Bank or Bancshares, which, when added to any other shares the beneficialownership of which is held by such acquiror(s), shall result in ownership by anyperson(s) of ten percent(10%) of such stock or which would require priornotification under any federal or state banking law or regulation; or

(B)       Theoccurrence of any merger, consolidation or re-organization to which the Bank orBancshares is a party and to which the Bank or Bancshares (or an entitycontrolled thereby) is not a surviving entity, or the sale of all orsubstantially all of the assets of the Bank or Bancshares.

(C)       Forpurposes of this sub-paragraph (ii), the definition of "person" shallbe as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

(iii)      "Compensation"shall mean the total compensation paid to Executive as reported or reportable inhis W-2 Forms from Bank and Bancshares for that year.

(iv)      "Coincidentwith" shall mean any time within six months prior to the acquisition ofshares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or theregulatory approval required under such section, whichever comes first.

(v)       "Dateof Termination" shall mean: (A) if the Executive's employment is terminatedby reason of his death, his date of death; (B) if the Executive's employment isterminated for Disability, thirty (30) days after Notice of Termination is given(provided that the Executive shall not have returned to the performance of hisduties as provided under sub-paragraph (vi) of this paragraph (a); or (C) if theExecutive's employment is terminated by action of either party for any reason,the date specified in the Notice of Termination.

(vi)      "Disability"shall mean the Executive's failure to satisfactorily perform his regular dutieson behalf of the Company on a full-time basis for one hundred eight (180)consecutive days or such lesser period of time as provided under the disabilityinsurance policy provided under the disability insurance policy provided throughBank or Bancshares, by reason of the Executive's incapacity due to physical ormental illness, except where within thirty (30) days after Notice of Terminationis given following such absence, the Executive shall have returned to thesatisfactory, full-time performance of such duties. Any determination ofDisability hereunder shall be made by the Board of Directors in good faith andon the basis of the certificates of at least three (3) qualified physicianschosen by it for such purpose, one (1) of whom shall be the Executive's regularattending physician.

(vii)      "Noticeof Termination" shall mean a written notice which shall include thespecific termination provision under this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment. Any purported terminationof the Executive's employment hereunder by action of either party shall becommunicated by delivery of a Notice of Termination to the other party. Anypurported termination of the Executive's employment hereunder which is noteffected in accordance with the foregoing shall be ineffective for purposes ofthe Agreement.

(viii)     "Retirement"shall mean termination of the Executive's employment pursuant to the Company'sregular retirement policy applicable to the position held by the Executive atthe time of such termination.

(b)        Terminationby Company Not for Cause Prior to a Change of Control. In the event theExecutive's employment hereunder is terminated by action of the Company withoutcause at least six (6) months before a Change of Control, the Executive shall beentitled to receive payments under this Agreement as though the Agreement was ineffect through the end of the period set forth in Section 2 hereof withoutfurther automatic extensions. Executive acknowledges that such payments serve astotal satisfaction of Executive's claim under this Agreement.

(c)       Termination By the Company at Anytime for Cause or by the Executive Prior toa Change in Control. In the event the Executive's employment hereunder isterminated (A) by action of the Company for Cause either before, coincidentwith, or after a Change in Control; (B) by action of the Executive prior to aChange in Control; (C) by reason of the Executive's death, disability orretirement prior to a Change in Control, the following compensation and benefitsshall be paid and provided the Executive (or his beneficiary):

(1)       TheExecutive's base salary provided under paragraph (a) of Section 5 through thelast day of the month in which the Date of Termination occurs, at the annualrate in effect at the time Notice of Termination is given (or death occurs), tothe extent unpaid prior to such Date of Termination;

(2)        Thepro-rata portion of any bonus under paragraph (b) of Section 5 which has beenearned prior to the Date of Termination, to the extent unpaid prior to such dateand for the year of termination, Executive shall be paid a pro-rata bonus amountas provided in Section (b) based on the Company's financial performance for thatyear prior to Executive's Date of Termination;

(3)       Anybenefits to which the Executive (or his beneficiary) may be entitled as a resultof such termination (or death), under the terms and conditions of the pertinentplans or arrangements in effect at the time of the Notice of Termination underparagraph (d) of Section 5: and

(4)       Anyamounts due the Executive with respect to paragraph (c) or paragraph (e) ofSection 5 as of the Date of Termination.

(d)       Termination by Company Not For Cause Coincident With or Following a Change inControl or by Executive Coincident With or Following a Change in Control. Inthe event the Executive's employment hereunder is terminated (A) by action ofthe Executive coincident with or following a Change in Control including theExecutive's death, disability or retirement, or (B) by action of the Company notfor cause coincident with or following a Change in Control, the Company shallpay and provide the Executive the compensation and benefits stipulated undersub-paragraph (C) immediately above; provided, however, in addition thereto, thefollowing compensation and benefits shall be paid and provided the Executive:

> 
The Bank shall pay to the Executive in a      lump sum, in cash, within 30 days following the Date of Termination, an      amount equal to two times the Compensation paid in the preceding calendar      year, or scheduled to be paid to the Executive during the year of the      Notice of Termination, whichever is greater, plus an additional amount      sufficient to pay United States income tax on the lump sum amount so paid;      provided, however, that if the lump sum payment under this section, either      alone or together with other payments which the Executive has the right to      receive from the Company, would constitute a "parachute payment"      (as defined in Section 28OG of the Internal Revenue Code of 1986) as      amended (the "Code"), such lump sum severance payment shall be      reduced to the largest amount as will result in no portion of the lump sum      severance payment under this Section 6 being subject to the excise tax      imposed by Section 4999 of the Code. The determination of any reduction in      the lump sum severance payment under this section, pursuant to the      foregoing provision shall be made by the Company in good faith.

(e)       Continuation of Benefits. Following the termination of Executive'semployment hereunder, the Executive shall have the right to continue in theCompany's group health insurance plan and other Company benefit program as maybe required by COBRA or any other federal or state law or regulation.

(f)        Compensation During Disability. In the even of the Executive's failure tosatisfactorily perform her duties hereunder on a full-time basis by reason ofhis incapacity due to physical or mental illness (as determined by theExecutive's regular attending physician) for any period not otherwiseconstituting Disability as defined under sub-paragraph (vi) of paragraph (a) ofthis Section 6, the Executive's employment hereunder shall not be deemedterminated and he shall continue to receive the compensation and benefitsprovided under Section 5 in accordance with the terms thereof.

7.        Non-Disclosure. During the term of her employment hereunder, or at anytime thereafter, the Executive shall not disclose or use (except in the courseof his employment hereunder) any confidential or proprietary information or dataof the Company or any of their subsidiaries or affiliates regardless of whethersuch information or data is embodied in writing or other physical form.

8.        Withholding. Any provision of this Agreement to the contrarynotwithstanding, all payments made by the Company hereunder to the Executive orhis estate or beneficiaries shall be subject tot he withholding or such amounts,if any, relating to tax and other payroll deductions as the Company mayreasonably determine should be withheld pursuant to any applicable law orregulation. In lieu of withholding such amounts, the Company may accept otherprovisions to the end that they have sufficient funds to pay all taxes requiredby law to be withheld in respect of any or all such payments.

 9.       Notices. All notices, requests, demands and other communications providedfor by this Agreement shall be in writing and shall be sufficiently given if andwhen mailed in the Continental United States by registered or certified mail, orpersonally delivered to the party entitled thereto, at the address stated belowor to such changed address as the addressee may have given by a similar notice:

           To theCompany:             First Citizens National Bank                                                   PO Box 370                                                   Dyersburg, Tennessee 38025

               To theExecutive:          RalphHenson                                                   4775 Highway 78                                                   Dyersburg, Tennessee 38024

10.      Successors; Binding Agreement: The Bank or Bancshares shall require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Bankor Bancshares, by agreement in the form and substance satisfactory to theExecutive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain suchagreement prior to the effectiveness or any such succession shall be a breach ofthis Agreement. For purposes of this Agreement, "Bank" and"Bancshares" shall mean the Company as defined above, and anysuccessor to their business and/or assets as aforesaid which executes anddelivers the agreement provided for in this Section or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to the benefit of and beenforceable by the Executive's personal or legal representatives, executors,administrators, successors, heirs, distributees, devises and legatees. If theExecutive should die while any amount would still be payable to him hereunder ifhe had continued to live, all such amounts, except to the extent otherwiseprovided under this Agreement, shall be paid in accordance with the terms ofthis Agreement to his devisee, legatee or other designee, or if there be no suchdesignee, to the Executive's estate.

11.      Modification, Waiver or Discharge. No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing signed by the Executive and an authorized officer of theCompany. No waiver by either party hereto at anytime of any breach by the otherparty hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, express orimplied, with respect to the subject matter hereof had been made by either partywhich are not expressly set forth in this Agreement; provided, however, that isAgreement shall not supersede or in any way limit the right, duties orobligations that the Executive or the Company may have under any other writtenagreement between such parties, under any employee pension benefit plan oremployee welfare benefit plan as defined under the Employee Retirement IncomeSecurity Act of 1974, as amended, and maintained by the Company, or under anyestablished personal practice or policy applicable to the Executive.

12.      Governing Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State of Tennessee.

13.      Validity. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of the otherprovisions of this Agreement, which latter provisions shall remain in full forceand effect.

14.       Miscellaneous

(a)       No Adequate Remedy at Law. The Company and the Executive recognize thateach party will have no adequate remedy at law for breach by the other of any ofthe agreements contained herein and, in the event of any such breach, theCompany and the Executive hereby agree and consent that the other shall beentitled to decree of specific performance, mandamus, or other appropriateremedy to enforce performance of such agreements.

(b)       Non-Assignability. No right, benefit, or interest hereunder shall besubject to anticipation, alienation, sale, assignment, encumbrance, charge,pledge, hypothecation, or set-off in respect of any claim, debt or obligation,or to execution, attachment, levy or similar process, or assignment by operationof law. Any attempt, voluntary or involuntary, to effect any action specified inthe immediately preceding sentence shall, to the full extent permitted by law,be null, void and of no effect. Any of the foregoing to the contrarynotwithstanding, this provision shall not preclude the Executive fromdesignating one or more beneficiaries to receive any amount that may be payableafter his death, and shall not preclude from assigning any right hereunder tothe person or persons entitled thereto under his will or, in the case ofintestacy applicable to his estate.

(c)       Primary Obligor on Contract. Bank and Bancshares, although jointly and severallyliable for all payments under this Agreement, between themselves, acknowledgethat Bank is the primary obligor and is primarily responsible for fulfilling thefinancial obligations of this Agreement. In the event Bank is unable, forregulatory or financial reasons, to fulfill the obligations under thisAgreement, the terms of the Agreement shall become the primary obligation ofBancshares. Nothing in this paragraph shall be deemed to bar Executive fromrecovering under this Agreement from either Bank or Bancshares if the Agreementis breached by either Bank or Bancshares.

16.      Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original, but of which together willconstitute one and the same instrument.

**IN WITNESS WHEREOF,**the Executive and the Company (by action of theirduly authorized officers) have executed this Agreement on the date first abovewritten.

                                                               FIRST CITIZENS BANCSHARES, INC.                                               By: Stallings Lipford                                               Chairman of the Board

ATTEST: Mary Jane Hicks

                                                               FIRST CITIZENS NATIONAL BANK                                                               By: Stallings Lipford                                                             Chairman of the Board

ATTEST: Mary Jane Hicks

                                                   EXECUTIVE:                                                               Ralph HensonATTEST: Mary Jane Hicks

SCHEDULE A

Executive Planning Group's Bonus Program as designed for First CitizensNational Bank and First Citizens Bancshares, Inc.

**THE INCENTIVE PLAN**

            To achievethe goals of the bank, to motivate and reward employees, to attract and retaingood employees, and to address the problems with the current plan, the followingincentive plan is proposed for use at First Citizens National Bank.

               The basic plan will consist of establishing the budget goals for each manager.It is recommended that the manager prepare the budget with all interestsensitive factors removed (i.e. interest income and expenses). The budget wouldthen be approved by a four person committee consisting of Stallings Lipford,Katie Winchester, Jeff Agee and Judy Long. This approved budget would be thestandard set for that employee for the next year. The actual results would thenbe compared to the budget and classified in one of five categories (See ExhibitOne). The level of each employee will also be established by rank within thebank using a tiered management system will be used as shown in (Exhibit Two).

            Theresulting matrix will include budgetry performance and level of management asshown in Exhibit Two. Note that employees not achieving within 10% of budgetsare not included in the matrix and will not participate in the incentive plan.

            Thefunding for this program would be related to bank performance as determined byreturn on assets as shown in Exhibit Three. The base plan would start out with$20 per point and increase to a top level of $30 per point in the matrix. If aminimum of .85% return on average assets is not achieved, the plan will not bein effect. Under the base plan if all participants meet budget projections andthe bank achieves between the .85% and 1.00% return on assets, the expense tothe bank is $70,000.00. Our recommendation is that this amount be budgeted andcommunicated to all participants. Under the proposed fixed point value system itis conceivable that total bonus payout would be less than $70,000.00. In thiscase, we would recommend that those dollars not paid be carried forward to thenext year to increase the total bonus pool and the point value. A provision ismade for participants who get within 10% of budget to receive 10% of the baseplan amount.

            Theresulting final matices are shown in Exhibit Four for all levels of management,all budget performance levels, and various dollar amounts per point. Thisexhibit could be shown to employees to let them know how the incentive planworks. Under this plan, employees are rewarded for their efforts individuallyand for their efforts as part of the bank team.

            This planwould also have a review board for appear, and based on extraordinaryhappenings. This would allow an employee to explain an extraordinary happeningthat negatively impacted their budget performance to a three member board madeup of representatives from each tier of management and a member of ExecutiveManagement, with or without Executive veto. Their budget could be modified basedon the board's recommendation. This will give all participants a feeling ofsubjective review in an otherwise objective evaluation program.

            To addressthe problem of individual good performance in a bad year for the bank, a creditof ten percent of the points earned would be carried over to the next year, andevery subsequent year until the bank achieves the minimum return on assets toput the plan into effect. This would address the problem that occurred in 1990,to avoid an individual disincentive due to the overall performance of the bank.

CONCLUDING REMARKS

            Thisincentive plan should be easy for the employees to understand and easy for thebank to implement. This plan also addresses the problems with the current plan,with one notable person. The incentive plan should be extended to include allbank employees. It is management's desire to extend the plan to all employeesand to create a pool of $50,000,000 to fund the plan. We have preliminarydiscussed how to accomplish these goals. We would recommend that we furtherdevelop these ideas in our December meeting. We feel that the bank should set agoal to have a plan to announce to all employees by the end of the firstquarter. To maximize its impact, the earlier the program is in place, thegreater the potential results.

LEVEL IEXHIBITS

EXHIBIT ONEClassification SystemBased on Budget Performance

| Performance
LevelDid Not Meet Budget ProjectionOutWithin 10% of Budget Projection0Met Budget Projection1Exceeded Budget Projection by 5%2Exceeded Budget Projection by 10%3
EXHIBIT TWO  Point Matrix for Incentive Plan  Budget Performance Levels and Point
**One****Two****Three**170180190
EXHIBIT THREE    FUNDING FORMULA FOR INCENTIVE PLAN
Return on Assets*Dollar Value Per Point<.85%0.85% to 1.00%$201.00% to 1.15%$251.15% and above$30
*Return on Assets will be computed by taking the average      of the total assets reported on the quarterly FDIC call report. Then using      that average dividing it into the net income for the year.

EXHIBIT FOUR      Matrix Given a .85% to 1.00% ROA      (Point Value = $20)

Performance Level
(-10%)(Budget)(+5%)(+10%)$ 340$ 3,400$ 3,600$ 3,800
Matrix Given a 1.00% to        1.15% ROA        (Point Value = $25)

Performance Level
(-10%)(Budget)(+5%)(+10%)$ 425$ 4,250$ 4,500$ 4,750
Matrix Given a Greater          than 1.15% ROA          (Point Value = $30)

Performance Level
(-10%)(Budget)(+5%)(+10%)$ 510$ 5,100$ 5,400$ 5,700
 

**EXECUTIVE EMPLOYMENT AGREEMENT**

**THIS AGREEMENT** made as of this 21stday of April, 1994 by and between First Citizens National Bank, a national bankwith its principal location in Dyersburg, Tennessee (the "Bank"),First Citizens Bancshares, Inc. a registered bank holding company with itsprincipal location in Dyersburg, Tennessee ("Bancshares")(collectively referred to herein as "Company") and Jeffrey Dean Ageeof Dyersburg, Tennessee (the "Executive").

WITNESSETH:

**WHEREAS,** the Company recognizes the valueof the Executive's services and desires to insure the Executive's continuedemployment with the Company; and

**WHEREAS,** the Executive wishes to continuein the employment of the Company; and

**WHEREAS**, the Company and the Executivemutually desire that their employment relationship be set forth under the termsof a written employment agreement;

**NOW, THEREFORE,** in consideration of theforegoing and of the promises and mutual agreements set forth below, and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto do hereby agree as follows:

1.        Employment.    The Company agrees to continue to employthe Executive, and the Executive agrees to continue to serve and be employed bythe Company, on the terms and conditions, set forth herein.

2.        Termof Employment. The employment of the Executive by the Company as providedunder Section 1 shall commence on the effective date hereof and end on April21,1996, unless further extended or sooner terminated as hereinafter provided.On April 21, 1995, and on April 15 of each year thereafter, the term of theExecutive's employment hereunder shall be automatically extended one (1)additional year, unless prior to the date of such automatic extension theCompany shall have delivered to the Executive or the Executive shall havedelivered to the Company written notice that the term of the Executive'semployment hereunder shall not be extended. In the event the Executive'semployment hereunder is not extended by the Company, such failure to extendshall be deemed a termination pursuant to paragraph 6 (d) of this Agreement andthe Company shall send Executive a Notice of Termination as provided for inSection 6(a)(vii).

3.         Positionand Duties. The Executive shall serve as Vice President and Chief FinancialOfficer of the Company with responsibilities and authority as may from time totime be assigned to him by the Boards of Directors of the Company. The Executiveshall devote substantially all of his working time and efforts to the businessaffairs of the Company.

4.         Placeof Performance. In connection with the Executive's employment hereunder, theExecutive shall be based at the Company's principal offices located inDyersburg, Tennessee, subject to reasonable travel on the business of theCompany.

5.         Compensationand Benefits. In consideration of the Executive's performance of his dutieshereunder, the Company shall provide the Executive with the followingcompensation and benefits during the term of her employment hereunder.

(a)       Base Salary. The Company shall pay to the Executive an aggregate basesalary at a rate of not less than Forty Two Thousand Five Hundred Dollars($42,500.00) per annum, in equal bi-weekly installments as nearly as practicableupon the 15th and 30th day of each calendar month, inarrears. Such base salary may be increased from time to time by the CompensationCommittee in accordance with the normal business practices of the Company and,if so increased, shall not thereafter during the term of the Executive'semployment hereunder be decreased.

           Compensation of the Executive by base salary payments shall not be deemedexclusive and shall not prevent the Executive from participating in any othercompensation or benefit program of the company. Such base salary payments(including increases thereto) shall not in any way limit or reduce any otherobligation of the Company hereunder, and no other compensation, benefit orpayment hereunder shall in any way limit or reduce the obligation of the Companywith respect to such base salary.

(b)       Performance Bonus. The Company shall pay to the Executive with respect toeach fiscal year during the term of the Executive's employment hereunder, aperformance bonus in accordance with Schedule A attached hereto and byperformance made a part hereof. Such bonus shall be paid to Executive within 45days after the end of each fiscal year.

(c)       Expenses. The Company, as applicable, shall promptly reimburse theExecutive for all reasonable out-of-pocket expenses incurred by the Executive inher performance of services hereunder, including all such expenses of travel andliving expense while away from home on business of the Company, provided thatsuch expenses are incurred, accounted for and documented in accordance with theregular policies and procedures established by the Company from time to time.

(d)       Employee Benefits. The Executive shall be entitled to continue toparticipate in all Bank employee benefit plans and arrangements in effect on thedate hereof in which the Executive participates, (including but not limited tothe group health-and-accident, and medical insurance plans) as such plans maycontinue or be altered by the Company Boards of Directors from time to time atthe Boards' discretion.

(e)       Vacation. The Executive shall be entitled to vacation in each calendaryear during the term of this Agreement, in accordance with the Company'svacation policies, as well as to all paid holidays provided by the Company toits employees.

(f)        Services.The Company shall furnish the Executive with office space, secretarial andadministrative assistance, and such other facilities and services as shall besuitable to his position and adequate for the performance of his dutieshereunder.

(g)        LifeInsurance. During the term of this Agreement, the Company agrees to pay lifeinsurance premiums for Executive in an amount not to exceed $5,000 per year forthe acquisition by Executive, or her assigns, of a "split dollar"insurance policy. The Company's obligation to make such payment shall cease upontermination of Executive's employment. Return of premium by Executive to Companyshall be required upon death of Executive, or if Executive elects not tocontinue the policy in the event Executive terminates employment with theCompany or Executive's employment with the Company is terminated, except that inno circumstances shall the return of premium exceed the cash value of thepolicy. Executive acknowledges that such premium payments will be taxable inaccordance with the Internal Revenue Code of 1986, as amended, and the Rules andRegulations of the Internal Revenue Service.

6.        Compensation and Benefits in the Event of Termination. In the event ofthe termination of the Executive's employment by the Company during the term ofthis Agreement, compensation and benefits shall be paid as set forth below.

(a)       Definitions. For purposes of this Agreement, the following terms shallhave the meanings indicated:

(i)        "Cause"shall mean (A) the conviction of Executive or the rendering of a final judgmentagainst Executive by a court of competent jurisdiction which is not subject tofurther appeal for the willful and continued failure by the Executive tosubstantially perform his duties under this Agreement, the Company's policies,or federal and/or state law (other than any such failure resulting from hisincapacity due to physical or mental illnesses): which breach of duty hasmaterially adversely affected the safety and soundness of the Company; or (B)the Executive's conviction of a felony which is not subject to further appeal.For purposes of this sub-paragraph, no act, or failure to act, on theExecutive's part shall be considered "willful" unless done, or omittedto be done, by his not in good faith and without reasonable belief that hisaction or omission is in the best interest of the Company.

(ii)      "Change in Control" shall mean either:

(A)       Theacquisition, directly or indirectly, by any person or group of persons of sharesin the Bank or Bancshares, which, when added to any other shares the beneficialownership of which is held by such acquiror(s), shall result in ownership by anyperson(s) of ten percent (10%) of such stock or which would require priornotification under any federal or state banking law or regulation; or

(B)       Theoccurrence of any merger, consolidation or re-organization to which the Bank orBancshares is a party and to which the Bank or Bancshares (or an entitycontrolled thereby) is not a surviving entity, or the sale of all orsubstantially all of the assets of the Bank or Bancshares.

(C)       Forpurposes of this sub-paragraph (ii), the definition of "person" shallbe as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

(iii)      "Compensation"shall mean the total compensation paid to Executive as reported or reportable inhis W-2 Forms from Bank and Bancshares for that year.

(iv)       "Coincidentwith" shall mean any time within six months prior to the acquisition ofshares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or theregulatory approval required under such section, whichever comes first.

(v)       "Dateof Termination" shall mean: (A) if the Executive's employment is terminatedby reason of his death, his date of death; (B) if the Executive's employment isterminated for Disability, thirty (30) days after Notice of Termination is given(provided that the Executive shall not have returned to the performance of herduties as provided under sub-paragraph (vi) of this paragraph (a); or (C) if theExecutive's employment is terminated by action of either party for any reason,the date specified in the Notice of Termination.

(vi)      "Disability"shall mean the Executive's failure to satisfactorily perform her regular dutieson behalf of the Company on a full-time basis for one hundred eight (180)consecutive days or such lesser period of time as provided under the disabilityinsurance policy provided through Bank or Bancshares, by reason of theExecutive's incapacity due to physical or mental illness, except where withinthirty (30) days after Notice of Termination is given following such absence,the Executive shall have returned to the satisfactory, full-time performance ofsuch duties. Any determination of Disability hereunder shall be made by theBoard of Directors in good faith and on the basis of the certificates of atleast three (3) qualified physicians chosen by it for such purpose, one (1) ofwhom shall be the Executive's regular attending physician.

(vii)      "Noticeof Termination" shall mean a written notice which shall include thespecific termination provision under this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment. Any purported terminationof the Executive's employment hereunder by action of either party shall becommunicated by delivery of a Notice of Termination to the other party. Anypurported termination of the Executive's employment hereunder which is noteffected in accordance with the foregoing shall be ineffective for purposes ofthe Agreement.

(viii)    "Retirement"shall mean termination of the Executive's employment pursuant to the Company'sregular retirement policy applicable to the position held by the Executive atthe time of such termination.

(b)       Terminationby Company Not for Cause Prior to a Change of Control. In the event theExecutive's employment hereunder is terminated by action of the Company withoutcause at least six (6) months before a Change of Control, the Executive shall beentitled to receive payments under this Agreement as though the Agreement was ineffect through the end of the period set forth in Section 2 hereof withoutfurther automatic extensions. Executive acknowledges that such payments serve astotal satisfaction of Executive's claim under this Agreement.

(c)       Termination By the Company at Anytime for Cause or by the Executive Prior toa Change in Control. In the event the Executive's employment hereunder isterminated (A) by action of the Company for Cause either before, coincidentwith, or after a Change in Control; (B) by action of the Executive prior to aChange in Control; (C) by reason of the Executive's death, disability orretirement prior to a Change in Control, the following compensation and benefitsshall be paid and provided the Executive (or her beneficiary):

(1)       TheExecutive's base salary provided under paragraph (a) of Section 5 through thelast day of the month in which the Date of Termination occurs, at the annualrate in effect at the time Notice of Termination is given (or death occurs), tothe extent unpaid prior to such Date of Termination;

(2)       Thepro-rata portion of any bonus under paragraph (b) of Section 5 which has beenearned prior to the Date of Termination, to the extent unpaid prior to such dateand for the year of termination, Executive shall be paid a pro-rata bonus amountas provided in Section 5(b) based on the Company's financial performance forthat year prior to Executive's Date of Termination;

(3)       Anybenefits to which the Executive (or his beneficiary) may be entitled as a resultof such termination (or death), under the terms and conditions of the pertinentplans or arrangements in effect at the time of the Notice of Termination underparagraph (d) of Section 5: and

(4)       Anyamounts due the Executive with respect to paragraph (c) or paragraph (e) ofSection 5 as of the Date of Termination.

(d)       Termination by Company Not For Cause Coincident With or Following a Change inControl or by Executive Coincident With or Following a Change in Control. Inthe event the Executive's employment hereunder is terminated (A) by action ofthe Executive coincident with or following a Change in Control including theExecutive's death, disability or retirement, or (B) by action of the Company notfor cause coincident with or following a Change in Control, the Company shallpay and provide the Executive the compensation and benefits stipulated undersub-paragraph (c) immediately above; provided, however, in addition thereto, thefollowing compensation and benefits shall be paid and provided the Executive:

The Bank shall pay to the Executive in a      lump sum, in cash, within 30 days following the Date of Termination, an      amount equal to two times the Compensation paid in the preceding calendar      year, or scheduled to be paid to the Executive during the year of the      Notice of Termination, whichever is greater, plus an additional amount      sufficient to pay United States income tax on the lump sum amount so paid;      provided, however, that if the lump sum payment under this section, either      alone or together with other payments which the Executive has the right to      receive from the Company, would constitute a "parachute payment"      (as defined in Section 28OG of the Internal Revenue Code of 1986, as      amended (the "Code"), such lump sum severance payment shall be      reduced to the largest amount as will result in no portion of the lump sum      severance payment under this Section 7 being subject to the excise tax      imposed by Section 4999 of the Code. The determination of any reduction in      the lump sum severance payment under this section, pursuant to the      foregoing provision shall be made by the Company in good faith.

(e)       Continuationof Benefits. Following the termination of Executive's employment hereunder,the Executive shall have the right to continue in the Company's group healthinsurance plan and other Company benefit program as may be required by COBRA orany other federal or state law or regulation.

(f)        Compensation During Disability. In the even of the Executive's failure tosatisfactorily perform her duties hereunder on a full-time basis by reason ofher incapacity due to physical or mental illness (as determined by theExecutive's regular attending physician) for any period not otherwiseconstituting Disability as defined under sub-paragraph (vi) of paragraph (a) ofthis Section 6, the Executive's employment hereunder shall not be deemedterminated and she shall continue to receive the compensation and benefitsprovided under Section 5 in accordance with the terms thereof.

7.        Non-Disclosure. During the term of his employment hereunder, or at anytime thereafter, the Executive shall not disclose or use (except in the courseof her employment hereunder) any confidential or proprietary information or dataof the Company or any of their subsidiaries or affiliates regardless of whethersuch information or data is embodied in writing or other physical form.

8.        Withholding. Any provision of this Agreement to the contrarynotwithstanding, all payments made by the Company hereunder to the Executive orhis estate or beneficiaries shall be subject tot he withholding or such amounts,if any, relating to tax and other payroll deductions as the Company mayreasonably determine should be withheld pursuant to any applicable law orregulation. In lieu of withholding such amounts, the Company may accept otherprovisions to the end that they have sufficient funds to pay all taxes requiredby law to be withheld in respect of any or all such payments.

 9.       Notices. All notices, requests, demands and other communications providedfor by this Agreement shall be in writing and shall be sufficiently given if andwhen mailed in the Continental United States by registered or certified mail, orpersonally delivered to the party entitled thereto, at the address stated belowor to such changed address as the addressee may have given by a similar notice:

           To theCompany:                       First Citizens National Bank                                                                    PO Box 370                                                                    Dyersburg, Tennessee 38025

               To the Executive:          JeffreyDean Agee                                                   2406 East Court Street                                                   Dyersburg, Tennessee 38024

10.      Successors; Binding Agreement: The Bank or Bancshares shall require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Bankor Bancshares, by agreement in the form and substance satisfactory to theExecutive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain suchagreement prior to the effectiveness or any such succession shall be a breach ofthis Agreement. For purposes of this Agreement, "Bank" and"Bancshares" shall mean the Company as defined above, and anysuccessor to their business and/or assets as aforesaid which executes anddelivers the agreement provided for in this Section or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to the benefit of and beenforceable by the Executive's personal or legal representatives, executors,administrators, successors, heirs, distributees, devises and legatees. If theExecutive should die while any amount would still be payable to her hereunder ifhe had continued to live, all such amounts, except to the extent otherwiseprovided under this Agreement, shall be paid in accordance with the terms ofthis Agreement to his devisee, legatee or other designee, or if there be no suchdesignee, to the Executive's estate.

11.      Modification, Waiver or Discharge. No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing signed by the Executive and an authorized officer of theCompany. No waiver by either party hereto at anytime of any breach by the otherparty hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, express orimplied, with respect to the subject matter hereof had been made by either partywhich are not expressly set forth in this Agreement; provided, however, that isAgreement shall not supersede or in any way limit the right, duties orobligations that the Executive or the Company may have under any other writtenagreement between such parties, under any employee pension benefit plan oremployee welfare benefit plan as defined under the Employee Retirement IncomeSecurity Act of 1974, as amended, and maintained by the Company, or under anyestablished personal practice or policy applicable to the Executive.

12.      Governing Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State of Tennessee.

13.      Validity. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of the otherprovisions of this Agreement, which latter provisions shall remain in full forceand effect.

14.             Miscellaneous

(a)       No Adequate Remedy at Law. The Company and the Executive recognize thateach party will have no adequate remedy at law for breach by the other of any ofthe agreements contained herein and, in the event of any such breach, theCompany and the Executive hereby agree and consent that the other shall beentitled to decree of specific performance, mandamus, or other appropriateremedy to enforce performance of such agreements.

(b)       Non-Assignability. No right, benefit, or interest hereunder shall besubject to anticipation, alienation, sale, assignment, encumbrance, charge,pledge, hypothecation, or set-off in respect of any claim, debt or obligation,or to execution, attachment, levy or similar process, or assignment by operationof law. Any attempt, voluntary or involuntary, to effect any action specified inthe immediately preceding sentence shall, to the full extent permitted by law,be null, void and of no effect. Any of the foregoing to the contrarynotwithstanding, this provision shall not preclude the Executive fromdesignating one or more beneficiaries to receive any amount that may be payableafter his death, and shall not preclude the legal representative of theExecutive Estate from assigning any right hereunder to the person or personsentitled thereto under her will or, in the case of intestacy applicable to herestate.

(c)       Primary Obligor on Contract. Bank and Bancshares, although jointly andseverally liable for all payments under this Agreement, between themselves,acknowledge that Bank is the primary obligor and is primarily responsible forfulfilling the financial obligations of this Agreement. In the event Bank isunable, for regulatory or financial reasons, to fulfill the obligations underthis Agreement, the terms of the Agreement shall become the primary obligationof Bancshares. Nothing in this paragraph shall be deemed to bar Executive fromrecovering under this Agreement from either Bank or Bancshares if the Agreementis breached by either Bank or Bancshares.

16.      Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original, but of which together willconstitute one and the same instrument.

**IN WITNESS WHEREOF,**theExecutive and the Company (by action of their duly authorized officers) haveexecuted this Agreement on the date first above written.

                                                               FIRST CITIZENS BANCSHARES, INC.                                                               By: Stallings Lipford                                                                Chairman of the Board

ATTEST: Katie Winchester

                                                               FIRST CITIZENS NATIONAL BANK                                                                           By: Stallings Lipford                                                                            Chairman of the Board

ATTEST: Katie Winchester

                                                               EXECUTIVE:                                                               Jeffrey Dean Agee

ATTEST: Mary Jane Hicks

SCHEDULE A

Executive Planning Group's Bonus Program as designed for First CitizensNational Bank and First Citizens Bancshares, Inc.

THE INCENTIVE PLAN

               To achieve the goals of the bank, to motivate and reward employees, to attractand retain good employees, and to address the problems with the current plan,the following incentive plan is proposed for use at First Citizens NationalBank.

            The basicplan will consist of establishing the budget goals for each manager. It isrecommended that the manager prepare the budget with all interest sensitivefactors removed (i.e. interest income and expenses). The budget would then beapproved by a four person committee consisting of Stallings Lipford, KatieWinchester, Jeff Agee and Judy Long. This approved budget would be the standardset for that employee for the next year. The actual results would then becompared to the budget and classified in one of five categories (See ExhibitOne). The level of each employee will also be established by rank within thebank using a tiered management system will be used as shown in (Exhibit Two).

            Theresulting matrix will include budgetry performance and level of management asshown in Exhibit Two. Note that employees not achieving within 10% of budgetsare not included in the matrix and will not participate in the incentive plan.

            Thefunding for this program would be related to bank performance as determined byreturn on assets as shown in Exhibit Three. The base plan would start out with$20 per point and increase to a top level of $30 per point in the matrix. If aminimum of .85% return on average assets is not achieved, the plan will not bein effect. Under the base plan if all participants meet budget projections andthe bank achieves between the .85% and 1.00% return on assets, the expense tothe bank is $70,000.00. Our recommendation is that this amount be budgeted andcommunicated to all participants. Under the proposed fixed point value system itis conceivable that total bonus payout would be less than $70,000.00. In thiscase, we would recommend that those dollars not paid be carried forward to thenext year to increase the total bonus pool and the point value. A provision ismade for participants who get within 10% of budget to receive 10% of the baseplan amount.

            Theresulting final matices are shown in Exhibit Four for all levels of management,all budget performance levels, and various dollar amounts per point. Thisexhibit could be shown to employees to let them know how the incentive planworks. Under this plan, employees are rewarded for their efforts individuallyand for their efforts as part of the bank team.

            This planwould also have a review board for appear, and based on extraordinaryhappenings. This would allow an employee to explain an extraordinary happeningthat negatively impacted their budget performance to a three member board madeup of representatives from each tier of management and a member of ExecutiveManagement, with or without Executive veto. Their budget could be modified basedon the board's recommendation. This will give all participants a feeling ofsubjective review in an otherwise objective evaluation program.

            To addressthe problem of individual good performance in a bad year for the bank, a creditof ten percent of the points earned would be carried over to the next year, andevery subsequent year until the bank achieves the minimum return on assets toput the plan into effect. This would address the problem that occurred in 1990,to avoid an individual disincentive due to the overall performance of the bank.

CONCLUDING REMARKS

            Thisincentive plan should be easy for the employees to understand and easy for thebank to implement. This plan also addresses the problems with the current plan,with one notable person. The incentive plan should be extended to include allbank employees. It is management's desire to extend the plan to all employeesand to create a pool of $50,000,000 to fund the plan. We have preliminarydiscussed how to accomplish these goals. We would recommend that we furtherdevelop these ideas in our December meeting. We feel that the bank should set agoal to have a plan to announce to all employees by the end of the firstquarter. To maximize its impact, the earlier the program is in place, thegreater the potential results.

LEVEL IEXHIBITS

EXHIBIT ONEClassification SystemBased on Budget Performance

Performance
LevelDid Not Meet Budget ProjectionOutWithin 10% of Budget Projection0Met Budget Projection1Exceeded Budget Projection by 5%2Exceeded Budget Projection by 10%3
EXHIBIT TWO  Point Matrix for Incentive Plan  Budget Performance Levels and Point
**One****Two****Three**170180190
EXHIBIT THREE    FUNDING FORMULA FOR INCENTIVE PLAN
Return on Assets*Dollar Value Per Point<.85%0.85% to 1.00%$201.00% to 1.15%$251.15% and above$30
*Return on Assets will be computed by taking the average      of the total assets reported on the quarterly FDIC call report. Then using      that average dividing it into the net income for the year.

EXHIBIT FOUR      Matrix Given a .85% to 1.00% ROA      (Point Value = $20)

Performance Level
(-10%)(Budget)(+5%)(+10%)$ 340$ 3,400$ 3,600$ 3,800
Matrix Given a 1.00% to        1.15% ROA        (Point Value = $25)

Performance Level
(-10%)(Budget)(+5%)(+10%)$ 425$ 4,250$ 4,500$ 4,750
Matrix Given a Greater          than 1.15% ROA          (Point Value = $30)

Performance Level
(-10%)(Budget)(+5%)(+10%)$ 510$ 5,100$ 5,400$ 5,700
 

**EXECUTIVE EMPLOYMENT AGREEMENT**

**THIS AGREEMENT** made as of this 15stday of April, 1998 by and between First Citizens National Bank, a national bankwith its principal location in Dyersburg, Tennessee (the "Bank"),First Citizens Bancshares, Inc. a registered bank holding company with itsprincipal location in Dyersburg, Tennessee ("Bancshares")(collectively referred to herein as "Company") and Judy Dianne Long ofDyersburg, Tennessee (the "Executive").

WITNESSETH:

**WHEREAS,** the Company recognizes the valueof the Executive's services and desires to insure the Executive's continuedemployment with the Company; and

**WHEREAS,** the Executive wishes to continuein the employment of the Company; and

**WHEREAS**, the Company and the Executivemutually desire that their employment relationship be set forth under the termsof a written employment agreement;

**NOW, THEREFORE,** in consideration of theforegoing and of the promises and mutual agreements set forth below, and othergood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto do hereby agree as follows:

1.        Employment.    The Company agrees to continue to employthe Executive, and the Executive agrees to continue to serve and be employed bythe Company, on the terms and conditions, set forth herein.

2.        Termof Employment. The employment of the Executive by the Company as providedunder Section 1 shall commence on the effective date hereof and end on April 15,2000, unless further extended or sooner terminated as hereinafter provided. OnApril 21, 1999, and on April 15 of each year thereafter, the term of theExecutive's employment hereunder shall be automatically extended one (1)additional year, unless prior to the date of such automatic extension theCompany shall have delivered to the Executive or the Executive shall havedelivered to the Company written notice that the term of the Executive'semployment hereunder shall not be extended. In the event the Executive'semployment hereunder is not extended by the Company, such failure to extendshall be deemed a termination pursuant to paragraph 6 (d) of this Agreement andthe Company shall send Executive a Notice of Termination as provided for inSection 6(a)(vii).

3.         Positionand Duties. The Executive shall serve as Vice President and Chief OperationsOfficer of the Company with responsibilities and authority as may from time totime be assigned to her by the Boards of Directors of the Company. The Executiveshall devote substantially all of her working time and efforts to the businessaffairs of the Company.

4.         Placeof Performance. In connection with the Executive's employment hereunder, theExecutive shall be based at the Company's principal offices located inDyersburg, Tennessee, subject to reasonable travel on the business of theCompany.

5.         Compensationand Benefits. In consideration of the Executive's performance of her dutieshereunder, the Company shall provide the Executive with the followingcompensation and benefits during the term of her employment hereunder.

(a)       Base Salary. The Company shall pay to the Executive an aggregate basesalary at a rate of not less than Sixty One Thousand Nine Hundred Ninety NineDollars and eighty-six cents ($61,999.86) per annum, in equal bi-weeklyinstallments as nearly as practicable upon the 15th and 30thday of each calendar month, in arrears. Such base salary may be increased fromtime to time by the Compensation Committee in accordance with the normalbusiness practices of the Company and, if so increased, shall not thereafterduring the term of the Executive's employment hereunder be decreased.

           Compensation of the Executive by base salary payments shall not be deemedexclusive and shall not prevent the Executive from participating in any othercompensation or benefit program of the company. Such base salary payments(including increases thereto) shall not in any way limit or reduce any otherobligation of the Company hereunder, and no other compensation, benefit orpayment hereunder shall in any way limit or reduce the obligation of the Companywith respect to such base salary.

(b)       Performance Bonus. The Company shall pay to the Executive with respect toeach fiscal year during the term of the Executive's employment hereunder, aperformance bonus in accordance with Schedule A attached hereto and byperformance made a part hereof. Such bonus shall be paid to Executive within 45days after the end of each fiscal year.

(c)       Expenses. The Company, as applicable, shall promptly reimburse theExecutive for all reasonable out-of-pocket expenses incurred by the Executive inher performance of services hereunder, including all such expenses of travel andliving expense while away from home on business of the Company, provided thatsuch expenses are incurred, accounted for and documented in accordance with theregular policies and procedures established by the Company from time to time.

(d)       Employee Benefits. The Executive shall be entitled to continue toparticipate in all Bank employee benefit plans and arrangements in effect on thedate hereof in which the Executive participates, (including but not limited tothe group health-and-accident, and medical insurance plans) as such plans maycontinue or be altered by the Company Boards of Directors from time to time atthe Boards' discretion.

(e)       Vacation. The Executive shall be entitled to vacation in each calendaryear during the term of this Agreement, in accordance with the Company'svacation policies, as well as to all paid holidays provided by the Company toits employees.

(f)         Services.The Company shall furnish the Executive with office space, secretarial andadministrative assistance, and such other facilities and services as shall besuitable to her position and adequate for the performance of her dutieshereunder.

(g)        LifeInsurance. During the term of this Agreement, the Company agrees to pay lifeinsurance premiums for Executive in an amount not to exceed $5,000 per year forthe acquisition by Executive, or her assigns, of a "split dollar"insurance policy. The Company's obligation to make such payment shall cease upontermination of Executive's employment. Return of premium by Executive to Companyshall be required upon death of Executive, or if Executive elects not tocontinue the policy in the event Executive terminates employment with theCompany or Executive's employment with the Company is terminated, except that inno circumstances shall the return of premium exceed the cash value of thepolicy. Executive acknowledges that such premium payments will be taxable inaccordance with the Internal Revenue Code of 1986, as amended, and the Rules andRegulations of the Internal Revenue Service.

6.        Compensation and Benefits in the Event of Termination. In the event ofthe termination of the Executive's employment by the Company during the term ofthis Agreement, compensation and benefits shall be paid as set forth below.

(a)       Definitions. For purposes of this Agreement, the following terms shallhave the meanings indicated:

(i)        "Cause"shall mean (A) the conviction of Executive or the rendering of a final judgmentagainst Executive by a court of competent jurisdiction which is not subject tofurther appeal for the willful and continued failure by the Executive tosubstantially perform her duties under this Agreement, the Company's policies,or federal and/or state law (other than any such failure resulting from herincapacity due to physical or mental illnesses): which breach of duty hasmaterially adversely affected the safety and soundness of the Company; or (B)the Executive's conviction of a felony which is not subject to further appeal.For purposes of this sub-paragraph, no act, or failure to act, on theExecutive's part shall be considered "willful" unless done, or omittedto be done, by her not in good faith and without reasonable belief that heraction or omission is in the best interest of the Company.

(ii)      "Changein Control" shall mean either:

(A)      Theacquisition, directly or indirectly, by any person or group of persons of sharesin the Bank or Bancshares, which, when added to any other shares the beneficialownership of which is held by such acquiror(s), shall result in ownership by anyperson(s) of ten percent (10%) of such stock or which would require priornotification under any federal or state banking law or regulation; or

(B)       Theoccurrence of any merger, consolidation or re-organization to which the Bank orBancshares is a party and to which the Bank or Bancshares (or an entitycontrolled thereby) is not a surviving entity, or the sale of all orsubstantially all of the assets of the Bank or Bancshares.

(C)       Forpurposes of this sub-paragraph (ii), the definition of "person" shallbe as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

(iii)      "Compensation"shall mean the total compensation paid to Executive as reported or reportable inher W-2 Forms from Bank and Bancshares for that year.

(iv)     "Coincidentwith" shall mean any time within six months prior to the acquisition ofshares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or theregulatory approval required under such section, whichever comes first.

(v)       "Dateof Termination" shall mean: (A) if the Executive's employment is terminatedby reason of her death, her date of death; (B) if the Executive's employment isterminated for Disability, thirty (30) days after Notice of Termination is given(provided that the Executive shall not have returned to the performance of herduties as provided under sub-paragraph (vi) of this paragraph (a); or (c) if theExecutive's employment is terminated by action of either party for any reason,the date specified in the Notice of Termination.

(vi)      "Disability"shall mean the Executive's failure to satisfactorily perform her regular dutieson behalf of the Company on a full-time basis for one hundred eight (180)consecutive days or such lesser period of time as provided under the disabilityinsurance policy provided through Bank or Bancshares, by reason of theExecutive's incapacity due to physical or mental illness, except where withinthirty (30) days after Notice of Termination is given following such absence,the Executive shall have returned to the satisfactory, full-time performance ofsuch duties. Any determination of Disability hereunder shall be made by theBoard of Directors in good faith and on the basis of the certificates of atleast three (3) qualified physicians chosen by it for such purpose, one (1) ofwhom shall be the Executive's regular attending physician.

(vii)     "Noticeof Termination" shall mean a written notice which shall include thespecific termination provision under this Agreement relied upon, and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment. Any purported terminationof the Executive's employment hereunder by action of either party shall becommunicated by delivery of a Notice of Termination to the other party. Anypurported termination of the Executive's employment hereunder which is noteffected in accordance with the foregoing shall be ineffective for purposes ofthe Agreement.

(viii)   "Retirement" shall mean termination of the Executive's employmentpursuant to the Company's regular retirement policy applicable to the positionheld by the Executive at the time of such termination.

(b)       Terminationby Company Not for Cause Prior to a Change of Control. In the event theExecutive's employment hereunder is terminated by action of the Company withoutcause at least six (6) months before a Change of Control, the Executive shall beentitled to receive payments under this Agreement as though the Agreement was ineffect through the end of the period set forth in Section 2 hereof withoutfurther automatic extensions. Executive acknowledges that such payments serve astotal satisfaction of Executive's claim under this Agreement.

(c)       Termination By the Company at Anytime for Cause or by the Executive Prior toa Change in Control. In the event the Executive's employment hereunder isterminated (A) by action of the Company for Cause either before, coincidentwith, or after a Change in Control; (B) by action of the Executive prior to aChange in Control; (C) by reason of the Executive's death, disability orretirement prior to a Change in Control, the following compensation and benefitsshall be paid and provided the Executive (or her beneficiary):

(1)       TheExecutive's base salary provided under paragraph (a) of Section 5 through thelast day of the month in which the Date of Termination occurs, at the annualrate in effect at the time Notice of Termination is given (or death occurs), tothe extent unpaid prior to such Date of Termination;

(2)       Thepro-rata portion of any bonus under paragraph (b) of Section 5 which has beenearned prior to the Date of Termination, to the extent unpaid prior to such dateand for the year of termination, Executive shall be paid a pro-rata bonus amountas provided in Section 5(b) based on the Company's financial performance forthat year prior to Executive's Date of Termination;

(3)       Anybenefits to which the Executive (or her beneficiary) may be entitled as a resultof such termination (or death), under the terms and conditions of the pertinentplans or arrangements in effect at the time of the Notice of Termination underparagraph (d) of Section 5: and

(4)       Anyamounts due the Executive with respect to paragraph (c) or paragraph (e) ofSection 5 as of the Date of Termination.

(d)       Termination by Company Not For Cause Coincident With or Following a Change inControl or by Executive Coincident With or Following a Change in Control. Inthe event the Executive's employment hereunder is terminated (A) by action ofthe Executive coincident with or following a Change in Control including theExecutive's death, disability or retirement, or (B) by action of the Company notfor cause coincident with or following a Change in Control, the Company shallpay and provide the Executive the compensation and benefits stipulated undersub-paragraph (c) immediately above; provided, however, in addition thereto, thefollowing compensation and benefits shall be paid and provided the Executive:

The Bank shall pay to the Executive in a      lump sum, in cash, within 30 days following the Date of Termination, an      amount equal to two times the Compensation paid in the preceding calendar      year, or scheduled to be paid to the Executive during the year of the      Notice of Termination, whichever is greater, plus an additional amount      sufficient to pay United States income tax on the lump sum amount so paid;      provided, however, that if the lump sum payment under this section, either      alone or together with other payments which the Executive has the right to      receive from the Company, would constitute a "parachute payment"      (as defined in Section 28OG of the Internal Revenue Code of 1986, as      amended (the "Code"), such lump sum severance payment shall be      reduced to the largest amount as will result in no portion of the lump sum      severance payment under this Section 6 being subject to the excise tax      imposed by Section 4999 of the Code. The determination of any reduction in      the lump sum severance payment under this section, pursuant to the      foregoing provision shall be made by the Company in good faith.

(e)       Continuation of Benefits. Following the termination of Executive'semployment hereunder, the Executive shall have the right to continue in theCompany's group health insurance plan and other Company benefit program as maybe required by COBRA or any other federal or state law or regulation.

(f)        Compensation During Disability. In the even of the Executive's failure tosatisfactorily perform her duties hereunder on a full-time basis by reason ofher incapacity due to physical or mental illness (as determined by theExecutive's regular attending physician) for any period not otherwiseconstituting Disability as defined under sub-paragraph (vi) of paragraph (a) ofthis Section 6, the Executive's employment hereunder shall not be deemedterminated and she shall continue to receive the compensation and benefitsprovided under Section 5 in accordance with the terms thereof.

7.        Non-Disclosure. During the term of her employment hereunder, or at anytime thereafter, the Executive shall not disclose or use (except in the courseof her employment hereunder) any confidential or proprietary information or dataof the Company or any of their subsidiaries or affiliates regardless of whethersuch information or data is embodied in writing or other physical form.

8.        Withholding. Any provision of this Agreement to the contrarynotwithstanding, all payments made by the Company hereunder to the Executive orher estate or beneficiaries shall be subject to the withholding or such amounts,if any, relating to tax and other payroll deductions as the Company mayreasonably determine should be withheld pursuant to any applicable law orregulation. In lieu of withholding such amounts, the Company may accept otherprovisions to the end that they have sufficient funds to pay all taxes requiredby law to be withheld in respect of any or all such payments.

 9.       Notices. All notices, requests, demands and other communications providedfor by this Agreement shall be in writing and shall be sufficiently given if andwhen mailed in the Continental United States by registered or certified mail, orpersonally delivered to the party entitled thereto, at the address stated belowor to such changed address as the addressee may have given by a similar notice:

           To the Company:          First Citizens National Bank                                                PO Box 370                                                Dyersburg, Tennessee 38025

               To the Executive:          JudyDianne Long                                                  486 Lakewood                                                  Dyersburg, Tennessee 38024

10.      Successors; Binding Agreement: The Bank or Bancshares shall require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Bankor Bancshares, by agreement in the form and substance satisfactory to theExecutive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain suchagreement prior to the effectiveness or any such succession shall be a breach ofthis Agreement. For purposes of this Agreement, "Bank" and"Bancshares" shall mean the Company as defined above, and anysuccessor to their business and/or assets as aforesaid which executes anddelivers the agreement provided for in this Section or which otherwise becomesbound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to thebenefit of and be enforceable by the Executive's personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,devises and legatees. If the Executive should die while any amount would stillbe payable to her hereunder if she had continued to live, all such amounts,except to the extent otherwise provided under this Agreement, shall be paid inaccordance with the terms of this Agreement to her devisee, legatee or otherdesignee, or if there be no such designee, to the Executive's estate.

11.      Modification, Waiver or Discharge. No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing signed by the Executive and an authorized officer of theCompany. No waiver by either party hereto at anytime of any breach by the otherparty hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, express orimplied, with respect to the subject matter hereof had been made by either partywhich are not expressly set forth in this Agreement; provided, however, that isAgreement shall not supersede or in any way limit the right, duties orobligations that the Executive or the Company may have under any other writtenagreement between such parties, under any employee pension benefit plan oremployee welfare benefit plan as defined under the Employee Retirement IncomeSecurity Act of 1974, as amended, and maintained by the Company, or under anyestablished personal practice or policy applicable to the Executive.

12.      Governing Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State of Tennessee.

13.      Validity. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of the otherprovisions of this Agreement, which latter provisions shall remain in full forceand effect.

14.       Miscellaneous

(a)       No Adequate Remedy at Law. The Company and the Executive recognize thateach party will have no adequate remedy at law for breach by the other of any ofthe agreements contained herein and, in the event of any such breach, theCompany and the Executive hereby agree and consent that the other shall beentitled to decree of specific performance, mandamus, or other appropriateremedy to enforce performance of such agreements.

(b)       Non-Assignability. No right, benefit, or interest hereunder shall besubject to anticipation, alienation, sale, assignment, encumbrance, charge,pledge, hypothecation, or set-off in respect of any claim, debt or obligation,or to execution, attachment, levy or similar process, or assignment by operationof law. Any attempt, voluntary or involuntary, to effect any action specified inthe immediately preceding sentence shall, to the full extent permitted by law,be null, void and of no effect. Any of the foregoing to the contrarynotwithstanding, this provision shall not preclude the Executive fromdesignating one or more beneficiaries to receive any amount that may be payableafter her death, and shall not preclude the legal representative of theExecutives Estate from assigning any right hereunder to the person or personsentitled thereto under her will or, in the case of intestacy applicable to herestate.

(c)       Primary Obligor on Contract. Bank and Bancshares, although jointly andseverally liable for all payments under this Agreement, between themselves,acknowledge that Bank is the primary obligor and is primarily responsible forfulfilling the financial obligations of this Agreement. In the event Bank isunable, for regulatory or financial reasons, to fulfill the obligations underthis Agreement, the terms of the Agreement shall become the primary obligationof Bancshares. Nothing in this paragraph shall be deemed to bar Executive fromrecovering under this Agreement from either Bank or Bancshares if the Agreementis breached by either Bank or Bancshares.

16.      Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original, but of which together willconstitute one and the same instrument.

**IN WITNESS WHEREOF,**the Executive and the Company (by action of theirduly authorized officers) have executed this Agreement on the date first abovewritten.

                                                               FIRST CITIZENS BANCSHARES, INC.                                                               By: Stallings Lipford                                                                Chairman of the Board

ATTEST: Mary Jane Hicks

                                                               FIRST CITIZENS NATIONAL BANK                                                                           By: Stallings Lipford                                                                            Chairman of the Board

ATTEST: Mary Jane Hicks 

EXECUTIVE:Judy Dianne Long

ATTEST: Mary Jane Hicks

SCHEDULE A

Executive Planning Group's Bonus Program as designed for First CitizensNational Bank and First Citizens Bancshares, Inc.

**EXECUTIVE MANAGEMENT AND BUDGET COMMITTEE INCENTIVE**

THE EXECUTIVE MANAGEMENT AND THE BUDGET COMMITTEE WILLPARTICIPATE IN A BUDGET BASED INCENTIVE PLAN SIMILAR TO THE MANAGERIAL PLAN.THIS INCENTIVE AWARD, HOWEVER, WILL BE A PERCENTAGE OF THE EMPLOYEE'S ANNUALBASE SALARY. THE BUDGET COMMITTEE (CFO AND COO) INCENTIVE WILL BE AWARDED ASDISPLAYED IN EXHIBIT 4. THE EXECUTIVE MANAGEMENT (CHAIRMAN OF BOARD,CEO/PRESIDENT, AND CFO) WILL BE AWARDED AS DESCRIBED IN EXHIBIT 5.

**EXHIBIT FOUR********FUNDING FORMULA FOR BUDGET COMMITTEE INCENTIVE**

**Return on Assets**

**Dollar % Per ROA**

1.00% to 1.15%

25%

1.15% to 1.25%

30%

1.25% to 1.50%

35%

1.50% to 1.75%

40%

1.75% to 2.00%

45%

2.00% and above

50%

**EXHIBIT FIVEFUNDING FORMULA FOR EXECUTIVE MANAGEMENT INCENTIVE**

**Return on Assets**

**Dollar % Per ROA**

1.00% to 1.15%

25%

1.15% to 1.25%

30%

1.25% to 1.50%

35%

1.50% to 1.75%

40%

1.75% to 2.00%

45%

2.00% and above

50%

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