EXHIBIT 10.3

EXECUTIVE EMPLOYEE AGREEMENT

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

WITNESSETH

WHEREAS, the company recognizes the value of the
Executive's services and desires to insure the Executive's continued employment
with the Company; and

WHEREAS, the Executive wishes to continue in the
employment of the Company; and

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

NOW, THEREFORE, in consideration of the foregoing and
of the promises and mutual agreements set forth below, and other good and
valuable consideration, the receipt and sufficiency of which hereby
acknowledged, the parties hereto do hereby agree as follows:

1. Employment. The Company agrees to continue to employ
  the Executive, and the Executive agrees to continue to serve and be employed
  by the Company, on the terms and conditions, set forth herein.
2. Term of
  Employment. The employment of the Executive by the Company as provided
  under Section 1 shall commence on the effective date hereof and end on April
  21, 1996, unless further extended or sooner terminated as hereinafter
  provided. On April 21, 1995, and on April 21 of each year thereafter, the term
  of the Executive's employment hereunder shall be automatically extended one
  (1) additional year, unless prior to the date of such automatic extension the
  Company shall have delivered to the Executive or the Executive shall have
  delivered to the Company written notice that the term of the Executive's
  employment hereunder shall not be extended. In the event the Executive's
  employment hereunder is not extended by the Company, such failure to extend
  shall be deemed termination pursuant to paragraph 6(d) of this Agreement and
  the Company shall send the Executive a Notice of Termination as provided for
  in Section 6(a) (vii).
3. Position and
  Duties. The Executive shall serve as Vice President and Chief Financial
  Officer of the Company with responsibilities and authority as may from time to
  time be assigned to him by the Boards of Directors of the Company. The
  Executive shall devote substantially all of his working time and efforts to
  the business affairs of the Company.
4. Place of
  Performance. In connection with the Executive's employment hereunder, the
  Executive shall be based 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, the Company shall provide the Executive with the following
  compensation and benefits during the term of his employment hereunder.Base
    Salary. The Company shall pay to the Executive an aggregate base salary
    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
    practicable upon the 15th and 30th of each calendar month, in arrears. Such
    base salary may be increased from time to time by the Compensation Committee
    in accordance with the normal business practices of the Company and, if so
    increased, shall not thereafter during the term of the Executive's
    employment hereunder be decreased.
    Compensation of the Executive by base salary payments shall not be deemed
    exclusive and shall not prevent the Executive from participating in any
    other compensation or benefit program of the Company. Such base salary
    payments (including increases thereto) shall not in any way limit or reduce
    any other obligation of the Company hereunder, and no other compensation,
    benefit or payment hereunder shall in any way limit or reduce the obligation
    of the Company with respect to such base salary.
    Performance Bonus. The Company shall pay to the Executive with respect
    to each fiscal year during the term of the Executive's employment hereunder,
    a performance bonus in accordance with Schedule A attached hereto and by
    reference made a part hereof. Such bonus shall be paid to the Executive
    within 45 days after the end of each fiscal year.
    Expenses.
    The Company, as applicable, shall promptly reimburse the Executive for all
    reasonable out-of-pocket expenses incurred by the Executive in his
    performance of services hereunder, including all such expenses of travel and
    living expense while away from home on business of the Company, provided
    that such expenses are incurred, accounted for and documented in accordance
    with the regular policies and procedures established by the Company from
    time to time.
    Employee
    Benefits. The Executive shall be entitled to continue to participate in
    all Bank employee benefit plans and arrangements in effect on the date
    hereof in which the Executive participates, (including but not limited to
    the group health-and-accident, and medical insurance plans) as such plans
    may continue or be altered by the Company Boards of Directors from time to
    time at the Boards' discretion.
    Vacation.
    The Executive shall be entitled to vacation in each calendar year during the
    term of this Agreement, in accordance with the Company's vacation policies,
    as well as to all paid holidays provided by the Company to its employees.
    Services.
    The Company shall furnish the Executive with office space, secretarial and
    administrative assistance, and such other facilities and services as shall
    be suitable to his position and adequate for the performance of his duties
    hereunder.
    Life
    Insurance. During the term of this Agreement, the Executive will be
    eligible to participate in the Split Dollar Plan maintained by the Company
    according to the terms and conditions of the Amended and Restated Split
    Dollar Agreement dated December 27, 2007 by and between the Company and the
    Executive. The Executive's participation in the Split Dollar Plan shall
    replace his participation in any and all policies heretofore purchased and
    maintained by the Company to provide death benefits for the Executive of his
    assigns, including Great West Life Policy Number 8680048.
6. Base
    Salary. The Company shall pay to the Executive an aggregate base salary
    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
    practicable upon the 15th and 30th of each calendar month, in arrears. Such
    base salary may be increased from time to time by the Compensation Committee
    in accordance with the normal business practices of the Company and, if so
    increased, shall not thereafter during the term of the Executive's
    employment hereunder be decreased.
    Compensation of the Executive by base salary payments shall not be deemed
    exclusive and shall not prevent the Executive from participating in any
    other compensation or benefit program of the Company. Such base salary
    payments (including increases thereto) shall not in any way limit or reduce
    any other obligation of the Company hereunder, and no other compensation,
    benefit or payment hereunder shall in any way limit or reduce the obligation
    of the Company with respect to such base salary.
7. Performance Bonus. The Company shall pay to the Executive with respect
    to each fiscal year during the term of the Executive's employment hereunder,
    a performance bonus in accordance with Schedule A attached hereto and by
    reference made a part hereof. Such bonus shall be paid to the Executive
    within 45 days after the end of each fiscal year.
8. Expenses.
    The Company, as applicable, shall promptly reimburse the Executive for all
    reasonable out-of-pocket expenses incurred by the Executive in his
    performance of services hereunder, including all such expenses of travel and
    living expense while away from home on business of the Company, provided
    that such expenses are incurred, accounted for and documented in accordance
    with the regular policies and procedures established by the Company from
    time to time.
9. Employee
    Benefits. The Executive shall be entitled to continue to participate in
    all Bank employee benefit plans and arrangements in effect on the date
    hereof in which the Executive participates, (including but not limited to
    the group health-and-accident, and medical insurance plans) as such plans
    may continue or be altered by the Company Boards of Directors from time to
    time at the Boards' discretion.
10. Vacation.
    The Executive shall be entitled to vacation in each calendar year during the
    term of this Agreement, in accordance with the Company's vacation policies,
    as well as to all paid holidays provided by the Company to its employees.
11. Services.
    The Company shall furnish the Executive with office space, secretarial and
    administrative assistance, and such other facilities and services as shall
    be suitable to his position and adequate for the performance of his duties
    hereunder.
12. Life
    Insurance. During the term of this Agreement, the Executive will be
    eligible to participate in the Split Dollar Plan maintained by the Company
    according to the terms and conditions of the Amended and Restated Split
    Dollar Agreement dated December 27, 2007 by and between the Company and the
    Executive. The Executive's participation in the Split Dollar Plan shall
    replace his participation in any and all policies heretofore purchased and
    maintained by the Company to provide death benefits for the Executive of his
    assigns, including Great West Life Policy Number 8680048.
13. Compensation
  and Benefits in the Event of Termination. In the event of the termination
  of the Executive's employment by the Company during the term of this
  Agreement, compensation and benefits shall be paid as set forth below.Definitions. For purposes of this Agreement, the following terms shall
    have the meanings indicated:"Cause"
      shall mean (A) the conviction of the Executive or the rendering of a final
      judgment against the Executive by a court of competent jurisdiction which
      is not subject to further appeal for the willful and continued failure by
      the Executive to substantially perform his duties under this Agreement,
      the Company's policies, or federal and/or state law (other than any such
      failure resulting from his Disability); which breach of duty has
      materially 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 subparagraph, no act, or failure to act, on
      the Executive's part shall be considered "willful" unless done, or omitted
      to be done, by him not in good faith and without reasonable belief that
      his action or omission is in the best interest of the Company.
      "Change in
      Control" shall mean either:the
        acquisition, directly or indirectly, by any person or group of persons
        of shares in the Bank or Bancshares, which when added to any other
        shares the beneficial ownership by an person(s) of ten percent (10%) of
        such stock or which would require prior notification under any federal
        or state banking law or regulation; or
        the
        occurrence of any merger, consolidation or reorganization to which the
        Bank or Bancshares is a party and to which the Bank or Bancshares (or an
        entity controlled thereby) is not a surviving entity, or the sale of all
        or substantially all of the assets of the Bank or Bancshares.
        For
        purposes of this subparagraph (ii), the definition of "person" shall be
        as defined in Section 13(d) and 14(d) of the Securities Exchange Act of
        1934.
      "COBRA"
      shall mean Title I, Part 6 or ERISA.
      "Compensation" shall mean the total compensation paid to the Executive as
      reported or reportable in his W-2 Forms from Bank and Bancshares for that
      year.
      "Coincident
      with" shall mean any time within six months prior to the acquisition of
      shares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or
      the regulatory approval required under such section, whichever comes
      first.
      "Date of
      Termination" shall mean: (A) if the Executive's employment is terminated
      by reason of his death, his date of death; (B) if the Executive's
      employment is terminated for Disability, thirty (30) days after Notice of
      Termination is given (provided that the Executive shall not have returned
      to the performance of his duties as provided under subparagraph (vi) of
      this paragraph (a); or (C) if the Executive's employment is terminated by
      action of either party for any other reason, the date specified in the
      Notice of Termination.
      "Disability" shall mean a condition that results in the Executive's (i)
      being unable to engage in any substantial gainful activity by reason of
      any medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than twelve (12) months or, (ii) by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve (12) months, receiving income replacement benefits
      for a period of not less than three (3) months under an accident and
      health plan covering employees of the Company.
      "ERISA"
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.
      "Notice of
      Termination" shall mean a written notice which shall include the specific
      termination provision under this Agreement relied upon, and shall set
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of the Executive's employment. Any purported
      termination of the Executive's employment hereunder by action of either
      party shall be communicated by delivery of a Notice of Termination to the
      other party. Any purported termination of the Executive's employment
      hereunder which is not effected in accordance with the foregoing shall be
      ineffective for purposes of the Agreement.
      "Retirement" shall mean termination of the Executive's employment pursuant
      to the Company's regular retirement policy applicable to the position held
      by the Executive at the time of such termination.
    Termination by Company Not for Cause Prior to a Change of Control. In
    the event the Executive's employment hereunder is terminated by action of
    the Company without cause at least six (6) months before a Change of
    Control, the Executive shall be entitled to receive payments under this
    Agreement as though the Agreement was in effect through the end of the
    period set forth in Section 2 hereof without further automatic extensions.
    The Executive acknowledges that such payments serve as total satisfaction of
    the Executive's claim under this Agreement.
    Termination By the Company at Anytime for Cause or by the Executive Prior to
    a Change in Control. In the event the Executive's employment hereunder
    is terminated (A) by action of the Company for Cause either before,
    coincident with, or after a Change in Control; (B) by action of the
    Executive prior to a Change in Control; (C) by reason of the Executive's
    death, Disability or retirement prior to a Change in Control, the following
    compensation and benefits shall be paid and provided the Executive (or his
    beneficiary):The
      Executive's base salary provided under paragraph (a) of Section 5 through
      the last day of the month in which the Date of Termination occurs, at the
      annual rate in effect at the time Notice of Termination is given (or death
      occurs), to the extent unpaid prior to such Date of Termination;
      The pro
      rata portion of any bonus under paragraph (b) Section 5 which has been
      earned prior to the Date of Termination, to the extent unpaid prior to
      such date and for the year of termination, the Executive shall be paid a
      pro rata bonus amount as provided in Section 5(b) based on the Company's
      financial performance for that year prior to the Executive's Date of
      Termination;
      Any
      benefits to which the Executive (or his beneficiary) may be entitled as a
      result of such termination (or death), under the terms and conditions of
      the pertinent plans or arrangements in effect at the time of the Notice of
      Termination under paragraph (d) of Section 5; and
      Any amounts
      due the Executive with respect to paragraph (c) or paragraph (e) of
      Section 5 as of the Date of Termination.
    Termination by Company Not For Cause Coincident With or Following a Change
    In Control or by the Executive Coincident With or Following a Change in
    Control. In the event the Executive's employment hereunder is terminated
    (A) by action of the Executive coincident with or following a Change in
    Control including the Executive's death, Disability or retirement, or (B) by
    action of the Company not for cause coincident with or following a Change in
    Control, the Company shall pay and provide the Executive the compensation
    and benefits stipulated under subparagraph (c) immediately above; provided,
    however, in addition thereto, the following compensation and benefits shall
    be paid and provided the Executive:
    The Bank
      shall pay to the Executive in a lump sum, in cash, within thirty (30) days
      following the Date of Termination, an amount equal to two (2) 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 280G 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.
    Continuation of Benefits. Following the termination of the Executive's
    employment hereunder, the Executive shall have the right to continue in the
    Company's group health insurance plan and other Company benefit program as
    may be required by COBRA or any other federal or state law or regulation.
    Compensation During Disability.  In the event of the Executive's
    failure to satisfactorily perform his duties hereunder on a full-time basis
    by reason of his incapacity due to physical or mental illness (as determined
    by the Executive's regular attending physician) for any period not otherwise
    constituting Disability as defined under subparagraph (vi) of paragraph (a)
    of this Section 6, the Executive's employment hereunder shall not be deemed
    terminated and he shall continue to receive the compensation and benefits
    provided under Section 5 in accordance with the terms thereof.
14. Definitions. For purposes of this Agreement, the following terms shall
    have the meanings indicated:"Cause"
      shall mean (A) the conviction of the Executive or the rendering of a final
      judgment against the Executive by a court of competent jurisdiction which
      is not subject to further appeal for the willful and continued failure by
      the Executive to substantially perform his duties under this Agreement,
      the Company's policies, or federal and/or state law (other than any such
      failure resulting from his Disability); which breach of duty has
      materially 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 subparagraph, no act, or failure to act, on
      the Executive's part shall be considered "willful" unless done, or omitted
      to be done, by him not in good faith and without reasonable belief that
      his action or omission is in the best interest of the Company.
      "Change in
      Control" shall mean either:the
        acquisition, directly or indirectly, by any person or group of persons
        of shares in the Bank or Bancshares, which when added to any other
        shares the beneficial ownership by an person(s) of ten percent (10%) of
        such stock or which would require prior notification under any federal
        or state banking law or regulation; or
        the
        occurrence of any merger, consolidation or reorganization to which the
        Bank or Bancshares is a party and to which the Bank or Bancshares (or an
        entity controlled thereby) is not a surviving entity, or the sale of all
        or substantially all of the assets of the Bank or Bancshares.
        For
        purposes of this subparagraph (ii), the definition of "person" shall be
        as defined in Section 13(d) and 14(d) of the Securities Exchange Act of
        1934.
      "COBRA"
      shall mean Title I, Part 6 or ERISA.
      "Compensation" shall mean the total compensation paid to the Executive as
      reported or reportable in his W-2 Forms from Bank and Bancshares for that
      year.
      "Coincident
      with" shall mean any time within six months prior to the acquisition of
      shares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or
      the regulatory approval required under such section, whichever comes
      first.
      "Date of
      Termination" shall mean: (A) if the Executive's employment is terminated
      by reason of his death, his date of death; (B) if the Executive's
      employment is terminated for Disability, thirty (30) days after Notice of
      Termination is given (provided that the Executive shall not have returned
      to the performance of his duties as provided under subparagraph (vi) of
      this paragraph (a); or (C) if the Executive's employment is terminated by
      action of either party for any other reason, the date specified in the
      Notice of Termination.
      "Disability" shall mean a condition that results in the Executive's (i)
      being unable to engage in any substantial gainful activity by reason of
      any medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than twelve (12) months or, (ii) by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve (12) months, receiving income replacement benefits
      for a period of not less than three (3) months under an accident and
      health plan covering employees of the Company.
      "ERISA"
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.
      "Notice of
      Termination" shall mean a written notice which shall include the specific
      termination provision under this Agreement relied upon, and shall set
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of the Executive's employment. Any purported
      termination of the Executive's employment hereunder by action of either
      party shall be communicated by delivery of a Notice of Termination to the
      other party. Any purported termination of the Executive's employment
      hereunder which is not effected in accordance with the foregoing shall be
      ineffective for purposes of the Agreement.
      "Retirement" shall mean termination of the Executive's employment pursuant
      to the Company's regular retirement policy applicable to the position held
      by the Executive at the time of such termination.
15. "Cause"
      shall mean (A) the conviction of the Executive or the rendering of a final
      judgment against the Executive by a court of competent jurisdiction which
      is not subject to further appeal for the willful and continued failure by
      the Executive to substantially perform his duties under this Agreement,
      the Company's policies, or federal and/or state law (other than any such
      failure resulting from his Disability); which breach of duty has
      materially 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 subparagraph, no act, or failure to act, on
      the Executive's part shall be considered "willful" unless done, or omitted
      to be done, by him not in good faith and without reasonable belief that
      his action or omission is in the best interest of the Company.
16. "Change in
      Control" shall mean either:the
        acquisition, directly or indirectly, by any person or group of persons
        of shares in the Bank or Bancshares, which when added to any other
        shares the beneficial ownership by an person(s) of ten percent (10%) of
        such stock or which would require prior notification under any federal
        or state banking law or regulation; or
        the
        occurrence of any merger, consolidation or reorganization to which the
        Bank or Bancshares is a party and to which the Bank or Bancshares (or an
        entity controlled thereby) is not a surviving entity, or the sale of all
        or substantially all of the assets of the Bank or Bancshares.
        For
        purposes of this subparagraph (ii), the definition of "person" shall be
        as defined in Section 13(d) and 14(d) of the Securities Exchange Act of
        1934.
17. the
        acquisition, directly or indirectly, by any person or group of persons
        of shares in the Bank or Bancshares, which when added to any other
        shares the beneficial ownership by an person(s) of ten percent (10%) of
        such stock or which would require prior notification under any federal
        or state banking law or regulation; or
18. the
        occurrence of any merger, consolidation or reorganization to which the
        Bank or Bancshares is a party and to which the Bank or Bancshares (or an
        entity controlled thereby) is not a surviving entity, or the sale of all
        or substantially all of the assets of the Bank or Bancshares.
19. For
        purposes of this subparagraph (ii), the definition of "person" shall be
        as defined in Section 13(d) and 14(d) of the Securities Exchange Act of
        1934.
20. "COBRA"
      shall mean Title I, Part 6 or ERISA.
21. "Compensation" shall mean the total compensation paid to the Executive as
      reported or reportable in his W-2 Forms from Bank and Bancshares for that
      year.
22. "Coincident
      with" shall mean any time within six months prior to the acquisition of
      shares of Bank or Bancshares described in 7(a)(ii) of this Agreement, or
      the regulatory approval required under such section, whichever comes
      first.
23. "Date of
      Termination" shall mean: (A) if the Executive's employment is terminated
      by reason of his death, his date of death; (B) if the Executive's
      employment is terminated for Disability, thirty (30) days after Notice of
      Termination is given (provided that the Executive shall not have returned
      to the performance of his duties as provided under subparagraph (vi) of
      this paragraph (a); or (C) if the Executive's employment is terminated by
      action of either party for any other reason, the date specified in the
      Notice of Termination.
24. "Disability" shall mean a condition that results in the Executive's (i)
      being unable to engage in any substantial gainful activity by reason of
      any medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than twelve (12) months or, (ii) by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve (12) months, receiving income replacement benefits
      for a period of not less than three (3) months under an accident and
      health plan covering employees of the Company.
25. "ERISA"
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.
26. "Notice of
      Termination" shall mean a written notice which shall include the specific
      termination provision under this Agreement relied upon, and shall set
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of the Executive's employment. Any purported
      termination of the Executive's employment hereunder by action of either
      party shall be communicated by delivery of a Notice of Termination to the
      other party. Any purported termination of the Executive's employment
      hereunder which is not effected in accordance with the foregoing shall be
      ineffective for purposes of the Agreement.
27. "Retirement" shall mean termination of the Executive's employment pursuant
      to the Company's regular retirement policy applicable to the position held
      by the Executive at the time of such termination.
28. Termination by Company Not for Cause Prior to a Change of Control. In
    the event the Executive's employment hereunder is terminated by action of
    the Company without cause at least six (6) months before a Change of
    Control, the Executive shall be entitled to receive payments under this
    Agreement as though the Agreement was in effect through the end of the
    period set forth in Section 2 hereof without further automatic extensions.
    The Executive acknowledges that such payments serve as total satisfaction of
    the Executive's claim under this Agreement.
29. Termination By the Company at Anytime for Cause or by the Executive Prior to
    a Change in Control. In the event the Executive's employment hereunder
    is terminated (A) by action of the Company for Cause either before,
    coincident with, or after a Change in Control; (B) by action of the
    Executive prior to a Change in Control; (C) by reason of the Executive's
    death, Disability or retirement prior to a Change in Control, the following
    compensation and benefits shall be paid and provided the Executive (or his
    beneficiary):The
      Executive's base salary provided under paragraph (a) of Section 5 through
      the last day of the month in which the Date of Termination occurs, at the
      annual rate in effect at the time Notice of Termination is given (or death
      occurs), to the extent unpaid prior to such Date of Termination;
      The pro
      rata portion of any bonus under paragraph (b) Section 5 which has been
      earned prior to the Date of Termination, to the extent unpaid prior to
      such date and for the year of termination, the Executive shall be paid a
      pro rata bonus amount as provided in Section 5(b) based on the Company's
      financial performance for that year prior to the Executive's Date of
      Termination;
      Any
      benefits to which the Executive (or his beneficiary) may be entitled as a
      result of such termination (or death), under the terms and conditions of
      the pertinent plans or arrangements in effect at the time of the Notice of
      Termination under paragraph (d) of Section 5; and
      Any amounts
      due the Executive with respect to paragraph (c) or paragraph (e) of
      Section 5 as of the Date of Termination.
30. The
      Executive's base salary provided under paragraph (a) of Section 5 through
      the last day of the month in which the Date of Termination occurs, at the
      annual rate in effect at the time Notice of Termination is given (or death
      occurs), to the extent unpaid prior to such Date of Termination;
31. The pro
      rata portion of any bonus under paragraph (b) Section 5 which has been
      earned prior to the Date of Termination, to the extent unpaid prior to
      such date and for the year of termination, the Executive shall be paid a
      pro rata bonus amount as provided in Section 5(b) based on the Company's
      financial performance for that year prior to the Executive's Date of
      Termination;
32. Any
      benefits to which the Executive (or his beneficiary) may be entitled as a
      result of such termination (or death), under the terms and conditions of
      the pertinent plans or arrangements in effect at the time of the Notice of
      Termination under paragraph (d) of Section 5; and
33. Any amounts
      due the Executive with respect to paragraph (c) or paragraph (e) of
      Section 5 as of the Date of Termination.
34. Termination by Company Not For Cause Coincident With or Following a Change
    In Control or by the Executive Coincident With or Following a Change in
    Control. In the event the Executive's employment hereunder is terminated
    (A) by action of the Executive coincident with or following a Change in
    Control including the Executive's death, Disability or retirement, or (B) by
    action of the Company not for cause coincident with or following a Change in
    Control, the Company shall pay and provide the Executive the compensation
    and benefits stipulated under subparagraph (c) immediately above; provided,
    however, in addition thereto, the following compensation and benefits shall
    be paid and provided the Executive:
    The Bank
      shall pay to the Executive in a lump sum, in cash, within thirty (30) days
      following the Date of Termination, an amount equal to two (2) 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 280G 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.
35. Continuation of Benefits. Following the termination of the Executive's
    employment hereunder, the Executive shall have the right to continue in the
    Company's group health insurance plan and other Company benefit program as
    may be required by COBRA or any other federal or state law or regulation.
36. Compensation During Disability.  In the event of the Executive's
    failure to satisfactorily perform his duties hereunder on a full-time basis
    by reason of his incapacity due to physical or mental illness (as determined
    by the Executive's regular attending physician) for any period not otherwise
    constituting Disability as defined under subparagraph (vi) of paragraph (a)
    of this Section 6, the Executive's employment hereunder shall not be deemed
    terminated and he shall continue to receive the compensation and benefits
    provided under Section 5 in accordance with the terms thereof.
37. Non-Disclosure. During the term of his employment hereunder, or at any
  time thereafter, the Executive shall not disclose or use (except in the course
  of his employment hereunder) any confidential or proprietary information or
  data of the Company or any of their subsidiaries or affiliates regardless of
  whether such information or data is embodied in writing or other physical
  form.
38. Withholding.
  Any provision of this Agreement to the contrary notwithstanding, all payments
  made by the Company hereunder to the Executive or his estate or beneficiaries
  shall be subject to the withholding of such amounts, if any, relating to tax
  and other payroll deductions as the Company may reasonably determine should be
  withheld pursuant to any applicable law or regulation. In lieu of withholding
  such amounts, the Company may accept other provisions to the end that they
  have sufficient funds to pay all taxes required by law to be withheld in
  respect of any or all such payments.
39. Notices.
  All notices, requests, demands and other communications provided for by this
  Agreement shall be in writing and shall be sufficiently given if and when
  mailed in the continental United States by registered or certified mail, or
  personally delivered to the party entitled thereto, at the address stated
  below or to such changed address as the addressee may have given by a similar
  notice:
  To the
    Company:                   
    First Citizens National Bank
                                             
    P.O. Box 370
                                             
    Dyersburg, Tennessee  38025-0370
    To the
    Executive:                   
    Jeffrey Dean Agee
                                             
    2406 East Court Street
                                             
    Dyersburg, Tennessee  38024
40. Successors:
  Binding Agreement. The Bank or Bancshares 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 Bank or
  Bancshares, by agreement in the form and substance satisfactory to the
  Executive, to expressly assume and agree to perform this Agreement in the same
  manner and to the same extent that the Company would be required to perform it
  if no such succession had taken place. Failure of the Company to obtain such
  agreement prior to the effectiveness of any such succession 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 executes and delivers the agreement provided
  for in this Section or which otherwise becomes bound by all the terms and
  provisions of this Agreement by operation of law.
  This Agreement shall inure to the benefit of and be enforceable by the
  Executive's personal or legal representatives, executors, administrators,
  successors, heirs, distributees, devisees and legatees. If the Executive
  should die while any amount would still be payable to him hereunder if he had
  continued to live, all such amounts, except to the extent otherwise provided
  under this Agreement, shall be paid in accordance with the terms of this
  Agreement to his devisee, legatee or other designee, or if there be no such
  designee, to the Executive's estate.
41. Modification, Waiver or Discharge. No provision of this Agreement may be
  modified, waived or discharged unless such waiver, modification or discharge
  is agreed to in writing signed by the Executive and an authorized officer of
  the Company. No waiver by either party hereto at anytime of any breach by the
  other party hereto of, or compliance with, any condition or provision of this
  Agreement to be performed by such other party shall be deemed a waiver of
  similar or dissimilar provisions or conditions at the same or at any prior or
  subsequent time. No agreements or representations, oral or otherwise, express
  or implied, with respect to the subject matter hereof had been made by either
  party which are not expressly set forth in this Agreement; provided, however,
  that this Agreement shall not supersede or in any way limit the right, duties
  or obligations that the Executive or the Company may have under any other
  written agreement between such parties, under any employee pension benefit
  plan or employee welfare benefit plan as defined under ERISA and maintained by
  the Company, or under any established personnel practice or policy applicable
  to the Executive.
42. Governing
  Law. The validity, interpretation, construction and performance of this
  Agreement shall be governed by the laws of the State of Tennessee.
43. Validity.
  The invalidity or unenforceability of any provision of this Agreement shall
  not affect the validity or enforceability of the other provisions of this
  Agreement, which latter provisions shall remain in full force and effect.
44. Miscellaneous.No Adequate
  Remedy At Law. The Company and the Executive recognize that each party
  will have no adequate remedy at law for breach by the other of any of the
  agreements contained herein and, in the event of any such breach, the Company
  and the Executive hereby agree and consent that the other shall be entitled to
  decree of specific performance, mandamus, or other appropriate remedy to
  enforce performance of such agreements.
  Non-Assignability.
  No right, benefit, or interest hereunder shall be subject to anticipation,
  alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or
  setoff in respect of any claim, debt or obligation, or to execution,
  attachment, levy or similar process, or assignment by operation of law. Any
  attempt, voluntary or involuntary, to effect any action specified in the
  immediately preceding sentence shall, to the full extent permitted by law, be
  null, void and of no effect. Any of the foregoing to the contrary
  notwithstanding, this provision shall not preclude the Executive from
  designating one or more beneficiaries to receive any amount that may be
  payable after his death, and shall not preclude the legal representative of
  the Executive's estate from assigning any right hereunder to the person or
  persons entitled thereto under his will or, in the case of intestacy,
  applicable to his estate.
  Primary
  Obligor on Contract. Bank and Bancshares, although jointly and severally
  liable for all payments under this Agreement, between themselves, acknowledge
  that Bank is the primary obligor and is primarily responsible for fulfilling
  the financial obligations of this Agreement. In the event Bank is unable, for
  regulatory or financial reasons, to fulfill the obligations under this
  Agreement, the terms of the Agreement shall become the primary obligation of
  Bancshares. Nothing in this paragraph shall be deemed to bar the Executive
  from recovering under this Agreement from either Bank or Bancshares if the
  Agreement is breached by either Bank or Bancshares.
45. No Adequate
  Remedy At Law. The Company and the Executive recognize that each party
  will have no adequate remedy at law for breach by the other of any of the
  agreements contained herein and, in the event of any such breach, the Company
  and the Executive hereby agree and consent that the other shall be entitled to
  decree of specific performance, mandamus, or other appropriate remedy to
  enforce performance of such agreements.
46. Non-Assignability.
  No right, benefit, or interest hereunder shall be subject to anticipation,
  alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or
  setoff in respect of any claim, debt or obligation, or to execution,
  attachment, levy or similar process, or assignment by operation of law. Any
  attempt, voluntary or involuntary, to effect any action specified in the
  immediately preceding sentence shall, to the full extent permitted by law, be
  null, void and of no effect. Any of the foregoing to the contrary
  notwithstanding, this provision shall not preclude the Executive from
  designating one or more beneficiaries to receive any amount that may be
  payable after his death, and shall not preclude the legal representative of
  the Executive's estate from assigning any right hereunder to the person or
  persons entitled thereto under his will or, in the case of intestacy,
  applicable to his estate.
47. Primary
  Obligor on Contract. Bank and Bancshares, although jointly and severally
  liable for all payments under this Agreement, between themselves, acknowledge
  that Bank is the primary obligor and is primarily responsible for fulfilling
  the financial obligations of this Agreement. In the event Bank is unable, for
  regulatory or financial reasons, to fulfill the obligations under this
  Agreement, the terms of the Agreement shall become the primary obligation of
  Bancshares. Nothing in this paragraph shall be deemed to bar the Executive
  from recovering under this Agreement from either Bank or Bancshares if the
  Agreement is breached by either Bank or Bancshares.
48. 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 will
  constitute one and the same instrument.

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



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

ATTEST:  /s/ Mary Jane Hicks



> FIRST CITIZENS NATIONAL BANK, INC.
>                   
>                   By: /s/ Stallings Lipford           
>                   Chairman of the Board

ATTEST:  /s/ Mary Jane Hicks



> EXECUTIVE
>                   By: /s/ Jeffrey Dean Agee             
>                   Jeffrey Dean Agee

ATTEST:  /s/ Mary Jane Hicks