Exhibit 10.19


 


FIRST FARMERS AND MERCHANTS CORPORATION

DIRECTOR DEFERRED COMPENSATION AGREEMENT


 


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


 


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 Company.


 


ARTICLE 1

Definitions


 


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


 


1.1           “Beneficiary” means each designated
person, or the estate of the 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 Company as from time to time constituted.


 


1.4           “Change in Control” means a change in
the ownership or effective control of the Company, as such change is defined in
section 409A of the code and regulations there under.


 


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%), with a maximum rate of nine and three
quarters percent (9.75%).


 


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 one hundred percent
(100%) of the Fees.


 

















 


1.8           “Deferral Account” means the Company’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
                  .


 


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


 


1.14         “Plan Year” means each twelve (12)
month period commencing on January 1st and ending on December 31st of each year.


 


1.15         “Separation from Service” In accordance
with Section 409A, “Separation from Service” shall mean the Director dies,
retires, or otherwise has a termination of service with the Company. However,
the employment relationship is treated as continuing intact while the
individual is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six (6) months, or if
longer, so long as the individual retains a right to reemployment with the
service recipient under an applicable statute or by contract. For purposes of
this definition, a leave of absence constitutes a bona fide leave of absence
only if there is a reasonable expectation that the Director will return to
perform services for the Company. If the period of leave exceeds six (6) months
and the individual does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship is deemed to terminate on
the first date immediately following such six (6) month period.
Notwithstanding the foregoing, where a leave of absence is due to any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than six (6) months,
where such impairment causes the Director to be unable to perform the duties of
his or her position of employment or any substantially similar position of
employment, a twenty-nine (29) month period of absence may be substituted for
such six (6) month period.


 


Whether a termination of service has occurred
is determined based on whether the facts and circumstances indicate that the
Company and Director reasonably anticipated that no further services would be
performed after a 


 


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certain date or that the level of bona fide
services the Director would perform after such date (whether as a Director or
as an independent contractor) would permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services performed (whether as
a Director or an independent contractor) over the immediately preceding
thirty-six (36) month period (or the full period of services to the Company if
the Director has been providing services to the Company less than 36 months).
Facts and circumstances to be considered in making this determination include,
but are not limited to, whether the Director continues to be treated as an
Director for other purposes (such as continuation of salary and participation
in Director benefit programs), whether similarly situated service providers
have been treated consistently, and whether the Director is permitted, and
realistically available, to perform services for other service recipients in
the same line of business. A Director is presumed to have separated from
service where the level of bona fide services performed decreases to a level
equal to twenty percent (20%) or less of the average level of services
performed by the Director during the immediately preceding thirty-six (36)
month period. A Director will be presumed not to have separated from service
where the level of bona fide services performed continues at a level that is
fifty percent (50%) or more of the average level of service performed by the
Director during the immediately preceding thirty-six (36) month period.


 


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


 


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


 


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


 


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


 


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


 


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Article 2

Deferral Election


 


2.1           “Elections Generally”. In any Plan
Year during which Director defers fees, Director shall file a Deferral Election
Form for any fees deferred. Such form shall be filed with the Plan
Administrator no later than the end of the Plan Year preceding the Plan Year
during which services will be performed for fees deferred, and is effective
only to deferred fees that have not yet been earned by the Director.


 


2.2           A deferral election submitted for a
particular year may continue to be valid for succeeding years until changed or
modified. Deferral elections, once made, however, are irrevocable for the Plan
Year in which the fees are to be deferred.


 


A.            Initial Deferral
Election(s).


 


Upon notification of eligibility in this
Agreement during the initial Plan Year, and if Director elects to defer fees,
Director shall deliver to the Plan Administrator:


 


(a)           a Deferral Election Form, signed and dated;


 


(b)           a Beneficiary Form, signed and dated;


 


(c)           a Distribution Election Form, signed and
dated.


 


The Director shall deliver such forms to the
Plan Administrator within thirty (30) days of notification of eligibility, and
shall set forth on the forms the amount of fees to be deferred.


 


2.3           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


 


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


 


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Article 3

Deferral Account


 


3.1           Establishing and Crediting. The
Company 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 Company for the distribution of
benefits. The benefits represent the mere Company 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 Company 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.


 


4.1.2        Distribution of Benefit. The Company
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 Company 


 


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shall annuitize the Deferral Account using an
interest rate determined in accordance with Section 3.1(b)(ii).


 


4.2           Hardship Distribution. The Company
will permit early withdrawals for an unforeseeable emergency under certain
circumstances arising as a result of events beyond the control of the Director.
The Director may submit an application for an in-service early withdrawal due
to an unforeseeable emergency to the Board of Directors. If, in the discretion
of the Board, the Director is permitted to take an early withdrawal due to an
unforeseeable emergency, the Board shall make a distribution to such Director
from the Director’s Account. Such distribution shall be paid in one (1) lump
sum payment within thirty (30) days, after the Board determines that the
Director is permitted to take an early withdrawal due to an unforeseeable
emergency. The amount of such lump sum payment shall be limited to the amount
reasonably necessary to meet the Director’s requirements to the extent such
emergency is not relieved through reimbursement or compensation from insurance
or otherwise, by liquidation of the Director’s assets, (to the extent the
liquidation of such assets will not cause severe financial hardship) or by
cessation of deferrals. For purposes of this section the term “unforeseeable
emergency” means a severe financial hardship to the Director resulting from an
illness or accident of the Director, the Director’s spouse, the Director’s dependent,
or the Director’s Beneficiary, loss of the Director’s property due to casualty,
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Director. The imminent foreclosure of or
eviction from the service provider’s primary residence may constitute an
unforeseeable emergency. In addition, the need to pay for medical expenses,
including non-refundable deductibles, as well as for the costs of prescription
drug medication, may constitute an unforeseeable emergency. Finally, the need
to pay for the funeral expenses of a spouse, a beneficiary, or a dependent may
also constitute an unforeseeable emergency. At all times this definition shall
be construed in accordance with the definition under Section 409A. If the
Director seeks to terminate any current deferral elections or re-start the
deferral election, it must be done in accordance with Section 409A.


 


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 Company 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 


 


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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.


 


Article 5

Distributions at Death


 


5.1           Death During Active Service. If the
Director dies while in active service to the Company, the Company 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 Company
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
Company 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 Company 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 Company 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 Company of the Director’s death certificate.


 


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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 Company
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 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           Acknowledgement. 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


 


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


 


7.2           Suicide or Misstatement.
Notwithstanding any provision of this Agreement to the contrary, the Company
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 Company 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.


 


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 Company.


 


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.


 


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8.4           Indemnity of Plan Administrator. The
Company 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           Company Information. To enable the
Plan Administrator to perform its functions, the Company 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
Company 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
sixty (60) days after such notice was received by the Claimant. All other
claims must be made within one hundred eighty (180) days of the date on which
the event that caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.


 


9.1.2                      Timing
of Company Response. The Company shall respond to such Claimant within
ninety (90) days after receiving the claim. If the Company determines that
special circumstances require additional time for processing the claim, the
Company can extend the response period by an additional ninety (90) days by
notifying the Claimant in writing, prior to the end of the initial ninety (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 Company expects
to render its decision.


 


9.1.3                      Notice
of Decision. If the Company denies part or all of the claim, the Company
shall notify the Claimant in writing of such denial. The


 


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Company 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 Company
denies part or all of the claim, the Claimant shall have the opportunity for a
full and fair review by the Company of the denial, as follows:


 


9.2.1       Initiation - Written
Request. To initiate the review, the Claimant, within 60 days after
receiving the Company’s notice of denial, must file with the Company 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 Company 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 Company 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 Company
Response. The Company shall respond in writing to such Claimant within 60
days after receiving the request for review. If the Company determines that
special circumstances require additional time for processing the claim, the
Company 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 for the special
circumstances and the date by which the Company expects to render its decision.


 


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9.2.5       Notice of Decision.
The Company shall notify the Claimant in writing of its decision on review. The
Company 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 Company 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 Company
may unilaterally terminate this Agreement at any time upon 90 days advance
written notice to the Director. Except as provided in Treasury Regulation
1.409A-3(j) (4) a payment of deferred compensation may not be
accelerated.


 


Article 11

Miscellaneous


 


11.1         Binding Effect. This Agreement shall
bind the Director and the Company 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 Company, nor does it interfere with the Company’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
Company shall withhold any taxes that are required to be withheld, from the
benefits provided under this Agreement. Director acknowledges that the Company’s
sole liability


 


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regarding taxes is to forward
any amounts withheld to the appropriate taxing authority(ies). Further, the
Company 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 Company for the
distribution of benefits under this Agreement. The benefits represent the mere
promise by the Company 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 Company to which the Director and the Beneficiary have no
preferred or secured claim.


 


11.7         Reorganization. The Company shall not
merge or consolidate into or with another Company, or reorganize, or sell
substantially all of its assets to another Company, firm, or person unless such
succeeding or continuing Company, firm, or person agrees to assume and
discharge the obligations of the Company under this Agreement. Upon the
occurrence of such event, the term “Company” as used in this Agreement shall be
deemed to refer to the successor or survivor Company.


 


11.8         Entire Agreement. This Agreement
constitutes the entire agreement between the Company 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 Company or the Plan Administrator to perform any act
required by this Agreement, the Company 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 Company,
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.


 


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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 Street

Columbia, Tennessee 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.      Permissible Acceleration Provision. Under Section 409A-3(j)(4),
a payment of deferred compensation may not be accelerated except as provided in
regulations by the Internal Revenue Code. This Agreement allows all permissible
payment accelerations under 409A-3(j)(4) that include but are not limited
to payments necessary to comply with a domestic relations order, payments
necessary to comply with certain conflict of interest rules, payments intended
to pay employment taxes, and other permissible payments are allowed as
permitted by statute or regulation.


 


11.15       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.


 


IN WITNESS WHEREOF,
the Company and the Director have signed this Agreement as of
                                  ,
2007.


 


 




	
  Director:

  	
   

  	
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST FARMERS AND

  
	
   

  	
   

  	
  MERCHANTS CORPORATION

  
	
   

  	
   

  	
  Columbia, Tennessee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Witness

  	
   

  	
   

  
					






 


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SCHEDULE


TO


FIRST FARMERS AND MERCHANTS CORPORATION


DIRECTOR DEFERRED COMPENSATION AGREEMENT


 


	
  Director

  	
   

  	
  Amount in Section 5.1.1(ii)

  	
   

  
	
  M. Darlene Baxter

  	
   

  	
  $

  	
  92,500

  	
   

  
	
  W. Lacy Upchurch

  	
   

  	
  85,500

  	
   

  
					



 


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