FIRST AMENDMENT TO THE FIRST FARMERS AND MERCHANTS CORPORATION AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION AGREEMENT

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 Co