**EXHIBIT 10.4**

**EMPLOYEE AGREEMENT**

**AGREEMENT,** entered into as of the 28th day of December,2007, to become effective January 1, 2008, between First Citizens National Bankand First Citizens Bancshares, Inc. (collectively "Employer"), and Katie S.Winchester (Executive). This Agreement revokes all prior employment agreementsbetween Employer and Executive as of December 31, 2007, including, withoutlimitation that certain Executive Employment Agreement dated as of the 21st dayof April, 1993, between Employer and Executive.

-  **Employment.**
The Employer agrees to continue to employ the Executive,  and the Executive agrees to continue to serve and be employed by the Employer  on the terms and conditions set forth herein.
-  **Term of Employment.**
The term of this Agreement shall begin January 1, 2008 and  shall end December 31, 2011, provided this Agreement is not earlier terminated  pursuant to Section 7 below. Hours of service shall be as agreed upon between  Executive and President & CEO, but shall at a minimum consist of three  full-time work days, plus such other time as necessary to fulfill obligations  incurred by community and civic service commitments and such other assigned  responsibilities that may occur from time to time.
-  **Compensation.**-  Base Salary. As compensation for services rendered    by Executive during the period of employment hereunder, Employer shall pay    to Executive a base annual salary of $181,047.85, less income tax    withholdings and other customary employee deductions, with additional    compensation in the amount of $18,952.15 payable directly to Lincoln Benefit    Life Company for premiums on Executive's Long Term Care Insurance Policy.    Should the amount of future annual premiums on Executive's Long Term Care    Insurance increase or decrease, the resulting Base Salary shall be adjusted    accordingly such that Executive's total annual compensation shall equal    $200,000.00.  The Base Salary shall be payable in twenty-four (24)    equal installments each year on the first (1st) and fifteenth (15th) day of    each calendar month.Incentive Compensation. Executive's base annual    salary shall represent total compensation and shall not include    participation in Incentive Compensation Plans offered to other officers of    First Citizens National Bank.Benefits. Employer shall provide benefits    consisting of health insurance, ESOP Plan (or any successor plan to the ESOP    Plan), the 401(k) contributions Plan, and a monthly car allowance sufficient    to cover costs of business travel.-  **Duties.**
During the term hereof, services rendered to Employer by  Executive shall include the following:
-  Lead in development and implementation of a Strategic    Plan that incorporates both long and short-term planning goals;Lend support and guidance to President & CEO in setting    future direction and development of the Bank;Lead activities of the Board and work with Board members,    management and staff to accomplish strategic goals of the Company in a    timely and productive manner;Conduct monthly Board meetings in a manner that ensures    Board members are well informed and educated on issues relevant to the    position and that business of the bank is conducted in a responsible manner    that complies with banking law and regulation;Provide positive leadership to the Board of Directors,    fostering an environment that ensures quality performance and motivation to    conduct the affairs of the organization in a safe, sound and prudent manner    that provides a fair return to Shareholders;Support efforts of the CEO/President in structuring Board    Committees and ensuring that appropriate individuals are recommended to the    Corporate Governance Committee to fill committee positions based on talent,    skills and experience;Support efforts to maintain a quality sales and service    culture throughout the organization;Represent the Bank at community, civic, internal and    industry related meetings at the request of the President & CEO;Develop and/or review communications from the Company to    Shareholders, customers, media and other communications channels as directed    by the President & CEO.Serve on the following committees:-  Executive Committee of Board (Vice Chairman)Strategic Planning Committee (Chairman)Investment CommitteeDisclosure CommitteeAttend meetings of the following committees as    appropriate:-  Corporate Governance CommitteeAudit CommitteeLend support to CEO & COO when requested;Assist CFO in preparation of materials for Corporate    Governance Meetings and in ensuring compliance with provisions of Corporate    Governance Charter.-  **Working Facilities.**
Employer shall provide Executive appropriate furnished  office space within the facility located at One First Citizens Place,  Dyersburg, TN. Executive shall be provided clerical support sufficient to  accomplish duties as assigned herein.
-  **Expenses.**
Employer shall reimburse Executive all reasonable and  customary expenses incurred by Executive in the performance of duties  hereunder upon Executive's submission to Employer of customary documentation  and receipts. 
-  **Termination.**
Notwithstanding the Term of this Agreement established in  Section 2 above, this Agreement is subject to termination (i) upon the death  of Executive, or, (ii) by the Executive if the Employer commits a material  breach of its obligations under this Agreement and does not remedy such breach  within thirty (30) days after receiving written notice specifying the nature  of such breach, or (iii) by the Employer for cause as a result of one or more  of the following reasons:
-  Any one or more of the following: acts of theft,      embezzlement, fraud or dishonesty, knowing violation of the law, acts      involving moral turpitude, or dereliction in the performance of her      duties, as determined by Employer's Board in its sole and absolute      discretion, but in the exercise of its good faith judgment; orFor failure of the Executive to perform assigned duties      and responsibilities in accordance with terms and conditions of this      Agreement.
Compensation payable to Executive under terms of this  Agreement shall cease at the end of any month following termination of  employment by Executive or Employer.
-  **Life Insurance Benefits.**   Contemporaneously with the execution of this Agreement, Executive and Employer  have entered into an Amended and Restated Split Dollar Agreement and an  Imputed Income Tax Reimbursement Agreement governing an existing insurance  contract which provides a minimum of $850,000 in death benefits to Executive's  estate in the event of her death. Termination of this Agreement for any  reason, either by Executive of Employer, shall in no manner reduce or  eliminate the life insurance benefits provided under this arrangement. **Entire Agreement.**
This Agreement contains the entire understanding of the  parties with respect to the subject matter contained herein. It may not be  changed orally but only by an agreement in writing signed by he party against  whom enforcement of any waiver, change, modification, extension, or discharge  is sought.
-  **Successors: Binding Agreement.**Employer shall require any successor (whether direct or indirect, by  purchase, merger, consolidation or otherwise) to all or substantially all of  the business and/or assets of the Employer to expressly assume and agree to  perform this Agreement in the same manner and to the same extent that Employer  would be required to perform if no such succession had taken place. **Governing Law.**This Agreement shall be construed and enforced in accordance with the  laws of the State of Tennessee.
**IN WITNESSWHEREOF**, the parties hereto have executed this Agreement as of the date andyear above written.

 

**EMPLOYER:**

FIRST CITIZENSNATIONAL BANK

 

By:           /s/ Jeffrey D. Agee                                                   Date:     December 28, 2007               Jeffrey D. Agee, President & CEO 

**EXECUTIVE:**

  /s/ Katie S. Winchester                                                          Date:     December 28, 2007          Katie S. Winchester