# EXHIBIT 10.2

# First Citizens National Bank Amended and Restated Split Dollar Agreement

This Amended and Restated Split Dollar Agreement (the"Agreement") is adopted this ______ day of ______, 200__, by and between FirstCitizens National Bank, a national commercial bank located in Dyersburg,Tennessee (the "Bank"), and __________ ("Executive").  

This Agreement amends and restates the prior SplitDollar Plan dated ________ in which the Executive participated and terminatesthe split dollar insurance policy purchased by the Bank in the name of theExecutive according to the terms of the Executive Employment Agreement dated___________.

The purpose of this Agreement is to retain and rewardthe Executive, by dividing the death proceeds of certain life insurance policies, which are owned by the Bank on the life of theExecutive with the designated beneficiary of the Executive. The Bank will pay the life insurance premiums from its general assets.  

**Article 1Definitions**

            Wheneverused in this Agreement, the following terms shall have the meanings specified:

1.1      "Bank's Interest" means thebenefit set forth in Section 2.1.

1.2      "Beneficiary" means eachdesignated person, or the estate of the deceased Executive, entitled tobenefits, if any, upon the death of the Executive.

1.3      "Beneficiary Designation Form"means the form established from time to time by the Plan Administrator that theExecutive completes, signs and returns to the Plan Administrator to designateone or more Beneficiaries.

1.4      "Board" means the Board ofDirectors of the Bank as from time to time constituted.

1.5      "Code"means the Internal Revenue Code of 1986, as amended.

1.6      "ERISA"means the Employee Retirement Income Security Act of 1974, as amended.

1.7      "Executive's Interest"means the benefit set forth in Section 2.2 and 2.3.

1.8      "Insurer" means theinsurance company or companies issuing the Policies on the life of theExecutive.

1.9      "Net Death Proceeds" means the total deathproceeds of the Policy minus the greater of (i) the cash surrender value or(ii) the aggregate premiums paid by the Bank.

1.10    "Normal Retirement Age"means age sixty-five (65).

1.11    "Plan Administrator" meansthe plan administrator described in Article 11.

1.12    "Policy" or "Policies"means the individual insurance policy or policies adopted by the Bank for purposesof insuring the Executive's life under this Agreement.

1.13    "Separation from Service"means the Executive ceasing to be employed by the Bank for any reason otherthan death.

** **

**Article 2Policy Ownership/Interests**

 2.1      Bank's Interest. The Bank shall own the Policies and shall have the right to exercise allincidents of ownership.  The Bank shall be the beneficiary of the remainingdeath proceeds of the Policies after the Executive's Interest is determinedaccording to Section 2.2 or 2.3 below.

2.2      Executive's Interest - Death prior toSeparation from Service.  In the event of death prior to Separation fromService, the Executive, or the Executive's assignee, shall have the right todesignate the Beneficiary of an amount of death proceeds equal to the lesser of(i) __________________ or (ii) the Net Death Proceeds.  The Executive shallalso have the right to elect and change settlement options with respect to theExecutive's Interest by providing written notice to the Bank and the Insurer.  

2.3      Executive's Interest - Death afterSeparation from Service.  In the event of death after Separation fromService, the Executive, or the Executive's assignee, shall have the right todesignate the Beneficiary of an amount of death proceeds equal to the lesser of(i) _______________ or (ii) the Net Death Proceeds.  The Executive shall alsohave the right to elect and change settlement options with respect to theExecutive's Interest by providing written notice to the Bank and the Insurer.  

2.4       Forfeiture of Benefit.  The Executivewill forfeit all benefits hereunder if: (i) the Executive violates any of theprovisions detailed in Article 5 or (ii) the Executive provides written noticeto the Bank declining further participation in the Agreement.

2.5       Subject Plans or Policies.  TheExecutive's participation in the Agreement shall replace his participation inany and all plans or policies heretofore purchased or maintained by the Companyto provide death benefits for the executive or his assigns, not otherwisesubject to the Agreement, including but not limited to the split dollarinsurance policy purchased by the Bank in the name of the Executive accordingto the terms of the Executive Employment Agreement dated ________.

**Article 3Comparable Coverage**

3.1      Insurance Policies.  If the Executiveis entitled to a benefit, the Bank may provide such benefit through thePolicies purchased at the commencement of this Agreement, or may providecomparable insurance coverage to the Executive.  If the Executive waives orforfeits his or her right to the benefit, the Bank may choose to cancel thePolicies on the Executive, or may continue such coverage and become the directbeneficiary of the entire death proceeds.

3.2      Offer to Purchase.  If the Bankdiscontinues the Policies prior to Separation from Service, the Bank shall givethe Executive at least thirty (30) days to purchase such Policies.  Thepurchase price shall be the fair market value of the Policies, as determinedunder Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority.  Theoffer to purchase shall be in a written instrument by the Bank to theExecutive.

**Article 4Premiums and Imputed Income**

4.1       Premium Payment.  The Bank shall payall premiums due on all Policies. 

4.2      EconomicBenefit.  The Bank shalldetermine the economic benefit attributable to the Executive based on the lifeinsurance premium factor for the Executive's age multiplied by the aggregatedeath benefit payable to the Beneficiary.  The "life insurance premium factor"is the minimum factor applicable under guidance published pursuant to TreasuryReg. § 1.61-22(d)(3)(ii) or any subsequent authority.

4.3       Imputed Income.  The Bank shallimpute the economic benefit to the Executive on an annual basis, by adding theeconomic benefit to the Executive's W-2, or if applicable, Form 1099.

**Article 5General Limitations**

5.1      Removal.  Notwithstanding anyprovision of this Agreement to the contrary, the Executive's rights in theAgreement shall terminate if the Executive is subject to a final removal orprohibition order issued by an appropriate federal banking agency pursuant toSection 8(e) of the Federal Deposit Insurance Act.

5.2      Suicide or Misstatement. No benefits shall be payable if the Executivecommits suicide within two (2) years after the date of the Policy or Policiesused to support the benefits under this Agreement, or if the insurance companydenies coverage (i) for material misstatements of fact made by the Executive onany application for life insurance purchased by the Bank, or (ii) for any otherreason; provided, however that the Bank shall evaluate the reason for thedenial, and upon advice of legal counsel and in its sole discretion, considerjudicially challenging any denial.

5.3      Non-Compete if Separation fromService occurs before Normal Retirement Age. The Executive shall forfeit the benefits under this Agreement if theExecutive engages, either directly orindirectly, as an officer, director, principal, agent, employee, stockholder,or otherwise in any business that competes with or is otherwise similar to thebusiness conducted by the Bank for a period of five (5) years from Separationfrom Service if Separation from Service occurs before Normal Retirement Age.  

5.4       Termination for Cause.  Notwithstanding any provision of this Agreement tothe contrary, the Bank shall not distribute any benefit under this Agreement ifthe Executive's employment with the Bank is terminated by the Bank or anapplicable regulator due to a Termination for Cause. For the purposes of thisAgreement, Termination for Cause shall be defined as (i) the conviction of the Executive or the rendering of afinal judgment against the Executive by a court of competent jurisdiction whichis not 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 his disability, as defined in an employment agreement betweenExecutive and the Company); which breach of duty has materially adverselyaffected the safety and soundness of the Company; or (ii) the Executive'sconviction of a felony which is not subject to further appeal. For purposes ofthis subparagraph, no act, or failure to act, on the Executive's part shall beconsidered "willful" unless done, or omitted to be done, by him not in goodfaith and without reasonable belief that his action or omission is in the bestinterest of the Company.

**Article 6Beneficiaries**

6.1**      **Beneficiary. The Executive shallhave the right, at any time, to designate a Beneficiary to receive any benefitspayable under the Agreement upon the death of the Executive.  The Beneficiarydesignatedunder this Agreement may be the same as or different from thebeneficiary designated under any other Agreement of the Bank in which theExecutive participates.

6.2       Beneficiary Designation; Change.  TheExecutive shall designate a Beneficiary by completing and signing theBeneficiary Designation Form, and delivering it to the Bank or its designatedagent.  The Executive's beneficiary designation shall be deemed automaticallyrevoked if the Beneficiary predeceases the Executive or if the Executive namesa spouse as Beneficiary and the marriage is subsequently dissolved.  TheExecutive shall have the right to change a Beneficiary by completing, signingand otherwise complying with the terms of the Beneficiary Designation Form andthe Bank's rules and procedures, as in effect from time to time.  Upon theacceptance by the Bank of a new Beneficiary Designation Form, all Beneficiarydesignations previously filed shall be cancelled.  The Bank shall be entitledto rely on the last Beneficiary Designation Form filed by the Executive andaccepted by the Bank prior to the Executive's death.

6.3       Acknowledgment.  No designation orchange in designation of a Beneficiary shall be effective until received,accepted and acknowledged in writing by the Bank or its designated agent.

6.4       No Beneficiary Designation.  If theExecutive dies without a valid designation of beneficiary, or if all designatedBeneficiaries predecease the Executive, then the Executive's surviving spouseshall be the designated Beneficiary.  If the Executive has no surviving spouse,the benefits shall be made payable to the Executive's estate.

6.5      Facility of Payment.  If the Bankdetermines in its discretion that a benefit is to be paid to a minor, to aperson declared incompetent, or to a person incapable of handling thedisposition of that person's property, the Bank may direct payment of suchbenefit to the guardian, legal representative or person having the care orcustody of such minor, incompetent person or incapable person.  The Bank mayrequire proof of incompetence, minority or guardianship as it may deemappropriate prior to distribution of the benefit.  Any payment of a benefitshall be a payment for the account of the Executive and the Beneficiary, as thecase may be, and shall be a complete discharge of any liability under theAgreement for such payment amount.

**Article 7Assignment**

The Executive may irrevocably assign withoutconsideration all of the Executive's Interest in this Agreement to any person,entity, or trust.  If the Executive transfers all of the Executive's Interest,then such interest shall be entirely vested in the Executive's transferee, whoshall be substituted as a party hereunder, and the Executive shall have nofurther interest in this Agreement.

**Article 8Insurer**

The Insurer shall be bound only by the terms of thePolicies.  The Insurer shall not be bound by or deemed to have notice of theprovisions of this Agreement.  The Insurer shall have the right to rely on theBank's representations with regard to any definitions, interpretations orPolicy interests as specified under this Agreement.

**Article 9Claims and Review Procedure**

9.1       Claims Procedure.  The Executive orBeneficiary ("claimant") who has not received benefits under the Agreement thathe or she believes should be paid shall make a claim for such benefits asfollows:

9.1.1    Initiation - Written Claim. The claimant initiates a claim by submitting to the Plan Administrator awritten claim for the benefits.  If such a claim relates to the contents of anotice received by the claimant, the claim must be made within sixty(60) days after such notice was received by the claimant.  All otherclaims must be made within one hundred eighty (180) days of the date onwhich the event that caused the claim to arise occurred.  The claim must statewith particularity the determination desired by the claimant.

9.1.2   Timing of Bank Response. The Bank shall respond to such claimant within ninety (90) days after receivingthe claim.  If the Bank determines that special circumstances requireadditional time for processing the claim, the Bank can extend the responseperiod by an additional ninety (90) days by notifying the claimant in writing,prior to the end of the initial ninety (90) day period, which an additionalperiod is required.  The notice of extension must set forth the specialcircumstances and the date by which the Bank expects to render its decision.

9.1.3    Notice of Decision.  Ifthe Bank denies part or all of the claim, the Bank shall notify the claimant inwriting of such denial.  The Bank shall write the notification in a mannercalculated to be understood by the claimant.  The notification shall set forth:

(a)               The specific reasons for thedenial;

(b)              A reference to the specificprovisions of the Agreement on which the denial is based;

(c)               A description of any additionalinformation or material necessary for the claimant to perfect the claim and anexplanation of why it is needed;

(d)              An explanation of the Agreement'sreview procedures and the time limits applicable to such procedures; and

(e)               A statement of the claimant'sright to bring a civil action under ERISA Section 502(a) following an adversebenefit determination on review.

9.2       Review Procedure.  If the Bank deniespart or all of the claim, the claimant shall have the opportunity for a fulland fair review by the Bank of the denial, as follows:

9.2.1    Initiation - Written Request. To initiate the review, the claimant, within sixty (60) days after receivingthe Bank's notice of denial, must file with the Bank a written request forreview.

9.2.2    Additional Submissions -Information Access.  The claimant shall then have the opportunity to submitwritten comments, documents, records and other information relating to theclaim.  The Bank shall also provide the claimant, upon request and free ofcharge, reasonable access to, and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theclaimant's claim for benefits.

9.2.3    Considerations on Review. In considering the review, the Bank shall take into account all materials andinformation the claimant submits relating to the claim, without regard towhether such information was submitted or considered in the initial benefitdetermination.

9.2.4    Timing of Bank's Response. The Bank shall respond in writing to such claimant within sixty (60) days afterreceiving the request for review.  If the Bank determines that specialcircumstances require additional time for processing the claim, the Bank canextend the response period by an additional sixty (60) days by notifying theclaimant in writing, prior to the end of the initial sixty (60) day period,which an additional period is required.  The notice of extension must set forththe special circumstances and the date by which the Bank expects to render itsdecision.

9.2.5    Notice of Decision.  TheBank shall notify the claimant in writing of its decision on review.  The Bankshall write the notification in a manner calculated to be understood by theclaimant.  The notification shall set forth:

(a)       The specific reasons for thedenial;

(b)       A reference to the specificprovisions of the Agreement on which the denial is based;

(c)       A statement that the claimant isentitled to receive, upon request and free of charge, reasonable access to, andcopies of, all documents, records and other information relevant (as defined inapplicable ERISA regulations) to the claimant's claim for benefits; and

(d)       A statement of the claimant'sright to bring a civil action under ERISA Section 502(a).

**Article 10Amendments and Termination**

Notwithstanding any other provision in this Agreement,the Bank and the Executive may amend or terminate the Agreement at any timeprior to the Executive's Separation from Service by a mutual written agreementsigned by the Bank and the Executive.

**Article 11Administration**

11.1    Plan Administrator Duties.  ThisAgreement shall be administered by a Plan Administrator, which shall consist ofthe Board, or such committee or persons as the Board may choose.  The PlanAdministrator shall also have the discretion and authority to (i) make, amend,interpret and enforce all appropriate rules and regulations for theadministration of this Agreement and (ii) decide or resolve any and all questionsincluding interpretations of this Agreement, as may arise in connection withthis Agreement.

11.2     Agents.  In the administration of thisAgreement, the Plan Administrator may employ agents and delegate to them suchadministrative duties as it sees fit, (including acting through a dulyappointed representative), and may from time to time consult with counsel whomay be counsel to the Bank.

11.3     Binding Effect of Decisions.  Thedecision or action of the Plan Administrator with respect to any questionarising out of or in connection with the administration, interpretation andapplication of this Agreement and the rules and regulations promulgatedhereunder shall be final and conclusive and binding upon all persons having anyinterest in this Agreement.

11.4     Indemnity of Plan Administrator.  TheBank shall indemnify and hold harmless the members of the Plan Administratoragainst any and all claims, losses, damages, expenses or liabilities arisingfrom any action or failure to act with respect to this Agreement, except in thecase of willful misconduct by the Plan Administrator or any of its members.

11.5     Information.  To enable the PlanAdministrator to perform its functions, the Bank shall supply full and timelyinformation to the Plan Administrator on all matters relating to the salary ofthe Executive, the date and circumstances of the death or Separation fromService of the Executive, and such other pertinent information as the PlanAdministrator may reasonably require.

** **

**Article 12Miscellaneous**

12.1     Binding Effect.  This Agreement shallbind the Executive and the Bank, their beneficiaries, survivors, executors,administrators and transferees and any Beneficiary.

12.2    No Guarantee of Employment.  ThisAgreement is not an employment policy or contract. It does not give theExecutive the right to remain an Executive of the Bank, nor does it interferewith the Bank's right to discharge the Executive.  It also does not require theExecutive to remain an Executive nor interfere with the Executive's right toterminate employment at any time.

12.3    Applicable Law.  The Agreement and allrights hereunder shall be governed by and construed according to the laws ofthe State of Tennessee, except to the extent preempted by the laws of the United States of America.

12.4     Reorganization.  The Bank shall notmerge or consolidate into or with another company, or reorganize, or sellsubstantially all of its assets to another company, firm or person unless suchsucceeding or continuing company, firm or person agrees to assume and dischargethe obligations of the Bank under this Agreement.  Upon the occurrence of suchevent, the term "Bank" as used in this Agreement shall be deemed to refer tothe successor or survivor company.

12.5    Notice.  Any notice or filing requiredor permitted to be given to the Bank under this Agreement shall be sufficientif in writing and hand-delivered, or sent by registered or certified mail, tothe address below:

| One First Citizens Place  |
|---------------------------|
| Dyersburg, TN  38024 |
|                           |

Such notice shall be deemed given as of the date of deliveryor, if delivery is made by mail, as of the date shown on the postmark or thereceipt for registration or certification.

Any notice or filing required orpermitted to be given to the Executive under this Agreement shall be sufficientif in writing and hand-delivered, or sent by mail, to the last known address ofthe Executive.

12.6     Entire Agreement.  This Agreement,along with the Beneficiary Designation Form, constitutes the entire agreementbetween the Bank and the Executive as to the subject matter hereof.  No rightsare granted to the Executive under this Agreement other than those specificallyset forth herein.

IN WITNESS WHEREOF, the parties have executed thisAgreement as of the date indicated above.

EXECUTIVE:                                                                                FIRST CITIZENS NATIONAL BANK

________________________________        By ______________________________________[NAME]                                                                                                                                 Title _____________________________________

----

{ }      New Designation                                            

{ }      Change in Designation

** **

I,______________ designate the following as Beneficiary under the Agreement:

| **Primary:**

___________________________________________________________

___________________________________________________________

___________________________________________________________    | _____%

_____%

_____% |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
| **Contingent:**

___________________________________________________________

___________________________________________________________

___________________________________________________________ | _____%

_____%

_____% |

**Notes:**

•        **Please PRINT CLEARLY or TYPE the names of the beneficiaries.**

•        **To name a trust as beneficiary, please provide the name of thetrustee(s) and the exact name and date of the trust agreement.**

•        **To name your estate as beneficiary, please write "Estate of _[yourname]_".**

•        **Be aware that none of the contingent beneficiaries willreceive anything unless ALL of the primary beneficiaries predecease you.**

Iunderstand that I may change these beneficiary designations by delivering a newwritten designation to the Plan Administrator, which shall be effective onlyupon receipt and acknowledgment by the Plan Administrator prior to my death.  Ifurther understand that the designations will be automatically revoked if thebeneficiary predeceases me, or, if I have named my spouse as beneficiary andour marriage is subsequently dissolved.

## Name:                                                                       

## Signature:                  _______________________________          Date:   _______

Receivedby the Plan Administrator this ________ day of ___________________, 2___

#### By:        _________________________________

Title:    _________________________________

** **

----

**SCHEDULETOFIRST CITIZENSNATIONAL BANKAMENDED ANDRESTATED SPLIT DOLLAR AGREEMENT**

| **Name**             | ** ** | **Section 2.2(i)  Amount** | ** ** | **Section 2.3(i)  Amount**       |
|----------------------|------------|----------------------------|------------|----------------------------------|
| Jeffrey D. Agee      |            | $  650,000            |            | $   300,000            |
| Sherrell Armstrong   |            |    350,000       |            |      350,000 |
| Laura Beth Butler    |            |   300,000             |            |    -0-                 |
| Christian E. Heckler |            |   300,000             |            |    -0-                 |
| Ralph E. Henson      |            |   750,000             |            |      750,000 |
| Barry Ladd           |            |   710,000             |            |     710,000       |
| Judy D. Long         |            |   650,000             |            |    650,000             |
| Katie S. Winchester  |            |   850,000             |            |    850,000             |
|                      |            |                            |            |                                  |

** **

** **