Exhibit 10.9


 


FIRST
AMENDMENT TO THE


FIRST FARMERS
AND MERCHANTS CORPORATION


AMENDED AND
RESTATED


DIRECTOR
DEFERRED COMPENSATION AGREEMENT


 


This Amendment, made and entered into this 18
day of December, 2007, by and between First Farmers and Merchants Corporation,
a Tennessee corporation organized and existing under the laws of the State of
Tennessee, (hereinafter referred to as the “Corporation”), and John P.
Tomlinson, III, a Director of the Corporation, (hereinafter referred to as
the “Director”), shall effectively amend the Amended and Restated Director
Deferred Compensation Agreement as follows:


 


1.)                                   Subparagraph 3.1(b)(i) Establishing
and Crediting, shall be deleted in its entirety and replaced with the
following:


 


(i)                                   On
the last day of each month interest shall be credited on the Deferral Account
at an annual rate equal to the Crediting Rate, compounded monthly until the
account has a zero balance; and


 


2.)                                   Subparagraph 4.1 Separation
from Service Benefit, shall be deleted in its entirety and replaced with
the following:


 


4.1                               Age
Seventy Benefit.  Upon the Director’s
attainment of his Seventyth (70th) birthday, the Corporation shall distribute
to the Director the benefit described in this section 4.1.


 


3.)                                   Subparagraph 4.1.1 Amount
of Benefit, shall be deleted in its entirety and replaced with the
following:


 


4.1.1                      Amount of
Benefit.  The benefit under this Section 4.1
is the Deferral Account upon the attainment of age Seventy (70).


 


4.)                                   Subparagraph 4.1.2 Distribution
Benefit, shall be deleted in its entirety and replaced with the following:


 


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 the Director’s
Seventyth (70th) birthday.  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).


 


This Amendment shall be effective the 18 day
of December, 2007.  To the extent that
any paragraph, term, or provision of said Agreement is not specifically amended
herein, or in any other amendment thereto, said paragraph, term, or provision
shall remain in full force and effect as set forth in said Agreement.


 

















 


IN WITNESS WHEREOF,
the parties hereto acknowledge that each has carefully read this Amendment and
executed the original thereof on the first day set forth hereinabove, and that,
upon execution, each has received a conforming copy.


 


 


	
   

  	
   

  	
  First
  Farmers and Merchants Corporation Columbia, TN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   /s/ Martha M. McKennon

  	
   

  	
  By:

  	
   /s/ T. Randy Stevens

  	
  CEO

  
	
  Witness

  	
   

  	
   

  	
  (Corporate Officer other
  than Participant)

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Martha
  M. McKennon

  	
   

  	
   

  	
   /s/
  John P. Tomlinson, III

  	
   

  
	
  Witness

  	
   

  	
  John P. Tomlinson, III

  



 


2