0001138560-09-000017 Sample Contracts

EMPLOYEE AGREEMENT
Employee Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

AGREEMENT, entered into as of the 28th day of December, 2007, to become effective January 1, 2008, between First Citizens National Bank and First Citizens Bancshares, Inc. (collectively "Employer"), and Stallings Lipford (Executive). This Agreement revokes all prior employment agreements between Employer and Executive as of December 31, 2007, including, without limitation prior Executive Employment Agreements dated as of the 21st day of April, 1993, and the 2nd day of April, 1997 between Employer and Executive.

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EXECUTIVE EMPLOYEE AGREEMENT
Executive Employee Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

THIS AGREEMENT made as of this 15th day of April, 1998 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 Judy Dianne Long of Dyersburg, Tennessee (the "Executive").

FIRST CITIZENS NATIONAL BANK IMPUTED INCOME TAX REIMIBURSEMENT AGREEMENT
Imputed Income Tax Reimbursement Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

This Imputed Income Tax Reimbursement Agreement (the "Agreement") is adopted this ________ day of _______________, 200__, by and between First Citizens National Bank, located in Dyersburg, Tennessee (the "Company"), and ____________ (the "Executive").

EXECUTIVE EMPLOYEE AGREEMENT
Executive Employee Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

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").

First Citizens National Bank Amended and Restated Split Dollar Agreement
Split Dollar Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

This Amended and Restated Split Dollar Agreement (the "Agreement") is adopted this ______ day of ______, 200__, by and between First Citizens National Bank, a national commercial bank located in Dyersburg, Tennessee (the "Bank"), and __________ ("Executive").

Amendment to the Executive Employment Agreement of [NAME OF EXECUTIVE]
Executive Employment Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks

THIS AMENDMENT to the employment agreement between [NAME OF EXECUTIVE] (the "Executive") and First Citizens National Bank and First Citizens Bancshares, Inc. (collectively referred to herein as the "Company") dated ___________ (the "Agreement") is entered into on this _____ day of ________________, 2008;

EMPLOYEE AGREEMENT
Employee Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

AGREEMENT, entered into as of the 28th day of December, 2007, to become effective January 1, 2008, between First Citizens National Bank and First Citizens Bancshares, Inc. (collectively "Employer"), and Katie S. Winchester (Executive). This Agreement revokes all prior employment agreements between Employer and Executive as of December 31, 2007, including, without limitation that certain Executive Employment Agreement dated as of the 21st day of April, 1993, between Employer and Executive.

EMPLOYEE AGREEMENT
Employee Agreement • March 13th, 2009 • First Citizens Bancshares Inc /Tn/ • State commercial banks • Tennessee

AGREEMENT, entered into as of the 1st day of July, 2006, to become effective January 1, 2007, between First Citizens National Bank and First Citizens Bancshares, Inc. (collectively "Employer"), and Ralph E. Henson (Executive). This Agreement revokes all prior employment agreements between Employer and Executive as of December 31, 2006, including, without limitation that certain Executive Employment Agreement dated as of the 21st day of April, 1993, between Employer and Executive.

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