Exhibit 10.8


 


FIRST FARMERS
AND MERCHANTS CORPORATION


 


AMENDED AND
RESTATED


DIRECTOR
DEFERRED COMPENSATION AGREEMENT


 


THIS AMENDED & RESTATED Director
Deferred Compensation Agreement (the “Agreement”) is adopted this
       day of
                  ,
by and between First Farmers and Merchants Corporation, a Tennessee corporation
located in Columbia, Tennessee (the “Corporation”), and
                      
(the “Director”) and is effective as of the
       day of
              .


 


This Agreement amends and restates the prior
Director Deferred Compensation Agreement between the Corporation and the
Director dated
                  
(the “Prior Agreement”).


 


The parties intend this Amended and Restated
Agreement to be a material modification of the Prior Agreement such that all
amounts earned and vested prior to
              
shall be subject to the provisions of Section 409A of the Code and the
regulations promulgated thereunder.


 


The purpose of this Agreement is to provide
specified benefits to the Director who contributes to the continued growth,
development and future business success of the Corporation.


 


Article 1


Definitions


 


Whenever used in this Agreement, the
following words and phrases shall have the meanings specified:


 


1.1                                 “Beneficiary” means
each designated person, or the estate of a deceased Director, entitled to
benefits, if any, upon the death of the Director determined pursuant to Article 6.


 


1.2                                 “Beneficiary
Designation Form” means the form established from time to time by the Plan
Administrator that the Director completes, signs and returns to the Plan
Administrator to designate one or more beneficiaries.


 


1.3                                 “Board” means the
Board of Directors of the Corporation as from time to time constituted.


 


1.4                                 “Change in Control”
means a change in the ownership or effective control of the Corporation, or in
the ownership of a substantial portion of the assets of the Corporation, as
such change is defined in Section 409A of the Code and regulations
thereunder.


 


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


 


1.6                                 “Crediting Rate” means
the Wall Street Journal Prime Rate as published on the last business day
of the previous Plan Year plus three percent (3%).


 

















 


1.7                                 “Deferrals” means the
amount of Fees which the Director elects to defer according to this Agreement.
In the absence of a valid Deferral Election Form, Deferrals shall mean 100% of
the Fees.


 


1.8                                 “Deferral Account”
means the Corporation’s accounting of the Director’s accumulated Deferrals,
plus accrued interest.


 


1.9                                 “Deferral Election
Form” means the form established from time to time by the Plan Administrator
that the Director completes, signs and returns to the Plan Administrator to
designate the amount of the Deferrals.


 


1.10                           “Distribution Election Form”
means the form established from time to time by the Plan Administrator that the
Director completes, signs and returns to the Plan Administrator to designate
the time and form of distribution.


 


1.11                           “Fees” means the total fees
payable to the Director during a Plan Year.


 


1.12                           “Original Effective Date”
means January 1, 1993.


 


1.13                           “Plan Administrator” means
the plan administrator described in Article 8.


 


1.14                           “Plan Year” means each
twelve-month period commencing on January 1 and ending on December 31
of each year.


 


1.15                           “Separation from Service”
means the termination of the Director’s service with the Corporation for
reasons other than death. Whether a Separation from Service takes place is
determined based on the facts and circumstances surrounding the termination of
the Director’s service and whether the Corporation and the Director intended
for the Director to provide significant services for the Corporation following
such termination.


 


1.16                           “Specified Employee” means a
key employee (as defined in Section 416(i) of the Code without regard
to paragraph 5 thereof) of the Corporation if any stock of the Corporation is
publicly traded, on an established securities market or otherwise.


 


1.17                           “Termination for Cause”
means a Separation from Service for:


 


(a)                                  Gross negligence or
gross neglect of duties to the Corporation; or


 


(b)                                 Conviction of a felony
or of a gross misdemeanor involving moral turpitude in connection with the
Director’s service with the Corporation; or


 


(c)                                  Fraud, disloyalty,
dishonesty or willful violation of any law or significant Corporation policy
committed in connection with the Director’s service and resulting in a material
adverse effect on the Corporation.


 


1.18                           “Unforeseeable Emergency”
means a severe financial hardship to the Director resulting from an illness or
accident of the Director, the Director’s spouse, or the Director’s dependent
(as defined in Section 152(a) of the Code), loss of the Director’s
property due to


 


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casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director.


 


Article 2


Deferral
Election


 


Elections Generally.
The Director may annually file a Deferral Election Form with the Plan
Administrator no later than the end of the Plan Year preceding the Plan Year in
which services leading to such deferrals will be performed.


 


Article 3


Deferral
Account


 


3.1                                 Establishing and
Crediting. The Corporation shall establish a Deferral Account on its books for
the Director and shall credit to the Deferral Account the following amounts:


 


(a)                                  Any Deferrals
hereunder; and


 


(b)                                 Interest as follows:


 


(i)                                   On
the last day of each month and immediately prior to the distribution of any
benefits, but only until commencement of benefit distributions under this
Agreement, interest shall be credited on the Deferral Account at an annual rate
equal to the Crediting Rate, compounded monthly; and


 


(ii)                                Prior
to the commencement of any distributions hereunder, the Board, in its sole
discretion, may change the rate used to calculate interest credited on the
unpaid Deferral Account balance during any applicable installment period. Once
the annual interest rate is determined it will compound monthly on the last day
of each month.


 


3.2                                 Accounting Device
Only. The Deferral Account is solely a device for measuring amounts to be paid
under this Agreement. The Deferral Account is not a trust fund of any kind. The
Director is a general unsecured creditor of the Corporation for the
distribution of benefits. The benefits represent the mere Corporation promise
to distribute such benefits. The Director’s rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by the Director’s creditors.


 


Article 4


Distributions
During Lifetime


 


4.1                                 Separation from
Service Benefit. Upon Separation from. Service, the Corporation shall
distribute to the Director the benefit described in this section 4.1.


 


4.1.1                        Amount of Benefit. The benefit
under this Section 4.1 is the Deferral Account balance at Separation from
Service.


 


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4.1.2                        Distribution of Benefit. The
Corporation shall pay the benefit to the Director as elected by the Director on
the Distribution Election Form commencing within sixty (60) days following
Separation from Service. In the event the Director elects monthly installments,
the Corporation shall annuitize the Deferral Account using an interest rate
determined in accordance with Section 3.1(b)(ii).


 


4.2                                 Hardship Distribution.
If an Unforeseeable Emergency occurs, the Director may petition the Board to
receive a distribution from the Agreement. The Board in its sole discretion may
grant such petition. If granted, the Director shall receive, within sixty (60)
days, a distribution from the Agreement (i) only to the extent deemed
necessary by the Board to remedy the Unforeseeable Emergency, plus an amount
necessary to pay taxes reasonably anticipated as a result of the distribution;
and (ii) after taking into account the extent to which such hardship is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the Director’s assets (to the extent the liquidation would
not itself cause severe financial hardship). In any event, the maximum amount
which may be paid out pursuant to this Section 4.2 is the Deferral Account
balance as of the day that the Director petitioned the Board to receive a
Hardship Distribution under this Section.


 


4.3                                 Restriction on Timing of
Distribution. Notwithstanding any provision of this Agreement to the contrary,
if the Director is considered a Specified Employee at Separation from Service
under such procedures as established by the Corporation in accordance with Section 409A
of the Code, benefit distributions that are made upon Separation from Service
may not commence earlier than six (6) months after the date of such
Separation from Service. Therefore, in the event this Section 4.3 is
applicable to the Director, any distribution which would otherwise be paid to
the Director within the first six months following the Separation from Service
shall be accumulated and paid to the Director in a lump sum on the first day of
the seventh month following the Separation from Service. All subsequent
distributions shall be paid in the manner specified.


 


4.4                                 Distributions Upon
Income Inclusion Under Section 409A of the Code. Upon the inclusion of any
portion of the Deferral Account balance into the Director’s income as a result
of the failure of this non-qualified deferred compensation plan to comply with
the requirements of Section 409A of the Code, to the extent such tax
liability can be covered by the Deferral Account balance, a distribution shall
be made as soon as is administratively practicable following the discovery of
the plan failure.


 


4.5                                 Change in Form or
Timing of Distributions. All changes in the form or timing of distributions
hereunder must comply with the following requirements. The changes:


 


(a)                                  may not accelerate
the time or schedule of any distribution, except as provided in Section 409A
of the Code and the regulations thereunder;


 


(b)                                 must, for benefits
distributable under Section 4.1, delay the commencement of distributions
for a minimum of five (5) years from the date the first distribution was
originally scheduled to be made; and


 


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(c)                                  must take effect not
less than twelve (12) months after the election is made.


 


Article 5


Distributions
at Death


 


5.1                                 Death During Active
Service. If the Director dies while in active service to the Corporation, the
Corporation shall distribute to the Beneficiary the benefit described in this Section 5.1.
This benefit shall be distributed in lieu of the benefit under Article 4.


 


5.1.1                        Amount of Benefit. The benefit
under this Section 5.1 is the greater of (i) the Deferral Account
balance determined as of the date of the Director’s death or (ii) $                .


 


5.1.2                        Distribution of Benefit. The
Corporation shall pay the benefit to the Beneficiary as elected by the Director
on the Distribution Election Form commencing within sixty (60) days
following the Director’s death. In the event the Director elects monthly
installments, the Corporation shall annuitize the Deferral Account using an
interest rate determined in accordance with Section 3.1(b)(ii).


 


5.2                                 Death During
Distribution of a Benefit. If the Director dies after any benefit distributions
have commenced under this Agreement but before receiving all such
distributions, the Corporation shall distribute to the Beneficiary the
remaining benefits at the same time and in the same amounts that would have
been distributed to the Director had the Director survived.


 


5.3                                 Death After Separation
from Service But Before Benefit Distributions Commence. If the Director is
entitled to benefit distributions under this Agreement, but dies prior to the
commencement of said benefit distributions, the Corporation shall distribute to
the Beneficiary the same benefits that the Director was entitled to prior to
death except that the benefit distributions shall commence within thirty (30)
days following receipt by the Corporation of the Director’s death certificate.


 


Article 6


Beneficiaries


 


6.1                                 Beneficiary. The
Director shall have the right, at any time, to designate a Beneficiary(ies) to
receive any benefits distributable under the Agreement to a Beneficiary upon
the death of the Director. The Beneficiary designated under this Agreement may
be the same as or different from the beneficiary designation under any other plan
of the Corporation in which the Director participates.


 


6.2                                 Beneficiary
Designation., Change. The Director shall designate a Beneficiary by completing
and signing the Beneficiary Designation Form, and delivering it to the Plan
Administrator or its designated agent. The Director’s beneficiary designation
shall be deemed automatically revoked if the Beneficiary predeceases the
Director or if the Director names a spouse as Beneficiary and the marriage is
subsequently dissolved. The Director shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Plan Administrator’s rules and
procedures, as in effect


 


5

















 


from time to time. Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled. The Plan
Administrator shall be entitled to rely on the last Beneficiary Designation Form filed
by the Director and accepted by the Plan Administrator prior to the Director’s
death.


 


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


 


6.4                                 No Beneficiary
Designation. If the Director dies without a valid Beneficiary designation, or
if all designated Beneficiaries predecease the Director, then the Director’s
spouse shall be the designated Beneficiary. If the Director has no surviving
spouse, the benefits shall be paid to the personal representative of the
Director’s estate.


 


6.5                                 Facility of
Distribution. If the Plan Administrator determines in its discretion that a
benefit is to be paid to a minor, to a person declared incompetent, or to a
person incapable of handling the disposition of that person’s property, the
Plan Administrator may direct distribution of such benefit to the guardian,
legal representative or person having the care or custody of such minor, incompetent
person or incapable person. The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Any distribution of a benefit shall be a
distribution for the account of the Director and the Beneficiary, as the case
may be, and shall be a complete discharge of any liability under the Agreement
for such distribution amount.


 


Article 7


General
Limitations


 


7.1                                 Termination for Cause.
Notwithstanding any provision of this Agreement to the contrary, the
Corporation shall not distribute any benefit under this Agreement in excess of
the Deferrals if the Director’s service with the Corporation is terminated due
to a Termination for Cause.


 


7.2                                 Suicide or
Misstatement. Notwithstanding any provision of this Agreement to the contrary,
the Corporation shall not distribute any benefit under this Agreement in excess
of the Deferrals if the Director commits suicide within two years after the
Original Effective Date of this Agreement, or if an insurance company which
issued a life insurance policy covering the Director and owned by the
Corporation denies coverage (i) for material misstatements of fact made by
the Director on an application for such life insurance, or (ii) for any
other reason.


 


7.3                                 Removal.
Notwithstanding any provision of this Agreement to the contrary, the
Corporation shall not distribute any benefit under this Agreement in excess of
the Deferrals if the Director is subject to a final removal or prohibition
order issued by an appropriate federal banking agency pursuant to Section 8(e) of
the Federal Deposit Insurance Act.


 


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Article 8



Administration
of Agreement


 


8.1                                 Plan Administrator
Duties. This Agreement shall be administered by a Plan Administrator which
shall consist of the Board, or such committee or person(s) as the Board
shall appoint. The Plan Administrator shall administer this Agreement according
to its express terms and shall also have the discretion and authority to (i) make,
amend, interpret and enforce all appropriate rules and regulations for the
administration of this Agreement and (ii) decide or resolve any and all
questions including interpretations of this Agreement, as may arise in
connection with the Agreement to the extent the exercise of such discretion and
authority does not conflict with Section 409A of the Code and regulations
thereunder.


 


8.2                                 Agents. In the
administration of this Agreement, the Plan Administrator may employ agents and
delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed representative), and may from time to time consult
with counsel who may be counsel to the Corporation.


 


8.3                                 Binding Effect of
Decisions. The decision or action of the Plan Administrator with respect to any
question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Agreement.


 


8.4                                 Indemnity of Plan
Administrator. The Corporation shall indemnify and hold harmless the members of
the Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Agreement, except in the case of willful misconduct by the Plan Administrator
or any of its members.


 


8.5                                 Corporation
Information. To enable the Plan Administrator to perform its functions, the
Corporation shall supply full and timely information to the Plan Administrator
on all matters relating to the Compensations of its Directors, the date and
circumstances of the retirement, Disability, death or Separation from Service
of its Directors, and such other pertinent information as the Plan
Administrator may reasonably require.


 


8.6                                 Statement of Accounts.
The Plan Administrator shall provide to the Director, within one hundred twenty
(120) days after the end of each Plan Year, a statement setting forth the
Deferral Account balance.


 


Article 9



Claims and
Review Procedures


 


9.1                                 Claims Procedure. The
Director or Beneficiary (“Claimant”) who has not received benefits under the
Agreement that he or she believes should be paid shall make a claim for such
benefits as follows:


 


9.1.1                        Initiation - Written Claim. The
Claimant initiates a claim by submitting to the Corporation a written claim for
the benefits. If such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within 60 days after such notice was
received by the Claimant. All other claims must be made within 180 days of the
date on which the event 


 


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that caused the claim to arise
occurred. The claim must state with particularity the determination desired by
the Claimant.


 


9.1.2                        Timing of Corporation Response.
The Corporation shall respond to such Claimant within 90 days after receiving
the claim. If the Corporation determines that special circumstances require
additional time for processing the claim, the Corporation can extend the
response period by an additional 90 days by notifying the Claimant in writing,
prior to the end of the initial 90-day period that an additional period is
required. The notice of extension must set forth the special circumstances and
the date by which the Corporation expects to render its decision.


 


9.1.3                        Notice of Decision. If the
Corporation denies part or all of the claim, the Corporation shall notify the
Claimant in writing of such denial. The Corporation shall write the
notification in a manner calculated to be understood by the Claimant. The
notification shall set forth:


 


(a)                                  The specific reasons
for the denial,


 


(b)                                 A reference to the
specific provisions of the Agreement on which the denial is based,


 


(c)                                  A description of any
additional information or material necessary for the Claimant to perfect the
claim and an explanation of why it is needed, and


 


(d)                                 An explanation of the
Agreement’s review procedures and the time limits applicable to such
procedures.


 


9.2                                 Review Procedure. If
the Corporation denies part or all of the claim, the Claimant shall have the
opportunity for a full and fair review by the Corporation of the denial, as
follows:


 


9.2.1                        Initiation - Written Request.
To initiate the review, the Claimant, within 60 days after receiving the
Corporation’s notice of denial, must file with the Corporation a written
request for review.


 


9.2.2                        Additional Submissions -
Information Access. The Claimant shall then have the opportunity to submit
written comments, documents, records and other information relating to the
claim. The Corporation shall also provide the Claimant, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the Claimant’s claim for benefits.


 


9.2.3                        Considerations on Review. In
considering the review, the Corporation shall take into account all materials
and information the Claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.


 


9.2.4                        Timing of Corporation Response.
The Corporation shall respond in writing to such Claimant within 60 days after
receiving the request for review. If the Corporation determines that special
circumstances require additional time for processing the claim, the 


 


8

















 


Corporation can extend the response
period by an additional 60 days by notifying the Claimant in writing, prior to
the end of the initial 60-day period, that an additional period is required.
The notice of extension must set forth the special circumstances and the date
by which the Corporation expects to render its decision.


 


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


 


(a)                                  The specific reasons
for the denial,


 


(b)                                 A reference to the
specific provisions of the Agreement on which the denial is based, and


 


(c)                                  A statement that the
Claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to the Claimant’s claim for benefits.


 


Article 10



Amendments and
Termination


 


10.1                           Amendments. The Corporation
may amend this Agreement unilaterally at any time. However, no amendment may be
made which would reduce amounts payable under this Agreement to the Director or
a Beneficiary without such person’s written consent.


 


10.2                           Plan Termination Generally.
The Corporation may unilaterally terminate this Agreement at any time upon 90
days advance written notice to the Director. Except as provided in Section 10.3,
the termination of this Agreement shall not cause a distribution of benefits
under this Agreement. Rather, upon such termination benefit distributions will
be made at the earliest distribution event permitted under Article 4 or Article 5.


 


10.3                           Plan Terminations Under Section 409A.
Notwithstanding anything to the contrary in Section 10.2, if the
Corporation terminates this Agreement in the following circumstances:


 


(a)                                  Within thirty (30)
days before, or twelve (12) months after a Change in Control, provided that all
distributions are made no later than twelve (12) months following such
termination of the Agreement and further provided that all the Corporation’s arrangements
which are substantially similar to the Agreement are terminated so the Director
and all participants in the similar arrangements are required to receive all
amounts of compensation deferred under the terminated arrangements within
twelve (12) months of the termination of the arrangements;


 


(b)                                 Upon the Corporation’s
dissolution or with the approval of a bankruptcy court provided that the
amounts deferred under the Agreement are included in the Director’s gross
income in the latest of (i) the calendar year in which the Agreement
terminates; (ii) the calendar year in which the amount is no longer
subject to a substantial risk of forfeiture; or (iii) the first calendar
year in which the distribution is administratively practical; or


 


9

















 


(c)                                  Upon the
Corporation’s termination of this and all other account balance plans (as
referenced in Section 409A of the Code or the regulations thereunder),
provided that all distributions are made no earlier than twelve (12) months and
no later than twenty-four (24) months following such termination, and the
Corporation does not adopt any new non-account balance plans for a minimum of
five (5) years following the date of such termination;


 


the Corporation may distribute the Deferral
Account balance, determined as of the date of the termination of the Agreement,
to the Director in a lump sum subject to the above terms.


 


Article 11


Miscellaneous


 


11.1                           Binding Effect. This
Agreement shall bind the Director and the Corporation and their beneficiaries,
survivors, executors, administrators and transferees.


 


11.2                           No Guarantee of Service.
This Agreement is not a contract for service. It does not give the Director the
right to remain as a director of the Corporation, nor does it interfere with
the Corporation’s right to discharge the Director. It also does not require the
Director to remain a director nor interfere with the Director’s right to
terminate service at any time.


 


11.3                           Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
attached or encumbered in any manner.


 


11.4                           Tax Withholding and
Reporting. The Corporation shall withhold any taxes that are required to be
withheld, including but not limited to taxes owed under Section 409A of
the Code and regulations thereunder, from the benefits provided under this
Agreement. Director acknowledges that the Corporation’s sole liability
regarding taxes is to forward any amounts withheld to the appropriate taxing
authority(ies). Further, the Corporation shall satisfy all applicable reporting
requirements, including those under Section 409A of the Code and
regulations thereunder.


 


11.5                           Applicable Law. The
Agreement and all rights hereunder shall be governed by the laws of the State
of Tennessee, except to the extent preempted by the laws of the United States
of America.


 


11.6                           Unfunded Arrangement. The
Director and the Beneficiary are general unsecured creditors of the Corporation
for the distribution of benefits under this Agreement. The benefits represent
the mere promise by the Corporation to distribute such benefits. The rights to
benefits are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Director’s life or other informal funding asset
is a general asset of the Corporation to which the Director and the Beneficiary
have no preferred or secured claim.


 


11.7                           Reorganization. The
Corporation shall not merge or consolidate into or with another bank, or
reorganize, or sell substantially all of its assets to another bank, firm, or
person unless such succeeding or continuing bank, firm, or person agrees to
assume and discharge the obligations of the Corporation under this Agreement.
Upon the occurrence of such event, the 


 


10

















 


term “Corporation” as used in
this Agreement shall be deemed to refer to the successor or survivor bank.


 


11.8                        Entire
Agreement. This Agreement constitutes the entire agreement between the
Corporation and the Director as to the subject matter hereof. No rights are
granted to the Director by virtue of this Agreement other than those
specifically set forth herein.


 


11.9                        Interpretation.
Wherever the fulfillment of the intent and purpose of this Agreement requires,
and the context will permit, the use of the masculine gender includes the
feminine and use of the singular includes the plural


 


11.10                  Alternative
Action. In the event it shall become impossible for the Corporation or the Plan
Administrator to perform any act required by this Agreement, the Corporation or
Plan Administrator may in its discretion perform such alternative act as most
nearly carries out the intent and purpose of this Agreement and is in the best
interests of the Corporation, provided that such alternative acts do not
violate Section 409A of the Code.


 


11.11                  Headings. Article and
section headings are for convenient reference only and shall not control or
affect the meaning or construction of any of its provisions.


 


11.12                  Validity. In
case any provision of this Agreement shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Agreement shall be construed and enforced as if such illegal
and invalid provision has never been inserted herein.


 


11.13                  Notice. Any
notice or filing required or permitted to be given to the Plan Administrator
under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below:


 


First Farmers and Merchants Corporation


816 S. Garden St.


Columbia, TN 38402-1148


 


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


 


Any notice or filing required or permitted to
be given to the Director under this Agreement shall be sufficient if in writing
and hand-delivered, or sent by mail, to the last known address of the Director.


 


11.14                  Compliance with Section 409A.
This Agreement shall at all times be administered and the provisions of this
Agreement shall be interpreted consistent with the requirements of Section 409A
of the Code and any and all regulations thereunder, including such regulations
as may be promulgated after the Effective Date of this Agreement.


 


11

















 


IN WITNESS WHEREOF, the Corporation and the
Director have signed this Agreement as of
                        .


 


	
  Director:

  	
   

  	
  Corporation:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First
  Farmers and Merchants Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


12

















 


SCHEDULE


TO


FIRST FARMERS AND MERCHANTS CORPORATION


AMENDED AND RESTATED 


DIRECTOR DEFERRED COMPENSATION AGREEMENT


 




	
  Director

  	
   

  	
  Amount in Section 5.1.1(ii)

  	
   

  
	
  Kenneth
  Abercrombie

  	
   

  	
  $

  	
  190,212

  	
   

  
	
  James L.
  Bailey, Jr.

  	
   

  	
  200,632

  	
   

  
	
  H. Terry
  Cook, Jr.

  	
   

  	
  154,907

  	
   

  
	
  O. Rebecca
  Hawkins

  	
   

  	
  89,529

  	
   

  
	
  Joseph W.
  Remke, III

  	
   

  	
  376,797

  	
   

  
	
  T. Randy
  Stevens

  	
   

  	
  202,600

  	
   

  
	
  John P.
  Tomlinson, III

  	
   

  	
  291,697

  	
   

  
	
  William R.
  Walter

  	
   

  	
  84,854

  	
   

  
	
  Dan C.
  Wheeler

  	
   

  	
  187,281

  	
   

  
	
  David S.
  Williams

  	
   

  	
  166,189

  	
   

  
					






 


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