EXHIBIT 10.2

First Citizens National Bank
Amended and Restated Split Dollar Agreement

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"). 

This Agreement amends and restates the prior Split Dollar Plan dated ________ in which the Executive participated and terminates the split dollar insurance policy purchased by the Bank in the name of the Executive according to the terms of the Executive Employment Agreement dated ___________.

The purpose of this Agreement is to retain and reward the Executive, by dividing the death proceeds of certain life insurance policies, which are owned by the Bank on the life of the Executive with the designated beneficiary of the Executive.  The Bank will pay the life insurance premiums from its general assets. 

Article 1
Definitions

            Whenever used in this Agreement, the following terms shall have the meanings specified:

1.1      "Bank's Interest" means the benefit set forth in Section 2.1.

1.2      "Beneficiary" means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3      "Beneficiary Designation Form" means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4      "Board" means the Board of Directors of the Bank as from time to time constituted.

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

1.6      "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.7      "Executive's Interest" means the benefit set forth in Section 2.2 and 2.3.

1.8      "Insurer" means the insurance company or companies issuing the Policies on the life of the Executive.

1.9      "Net Death Proceeds" means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank.

1.10    "Normal Retirement Age" means age sixty-five (65).

1.11    "Plan Administrator" means the plan administrator described in Article 11.

1.12    "Policy" or "Policies" means the individual insurance policy or policies adopted by the Bank for purposes of insuring the Executive's life under this Agreement.

1.13    "Separation from Service" means the Executive ceasing to be employed by the Bank for any reason other than death.

Article 2
Policy Ownership/Interests

 2.1      Bank's Interest.  The Bank shall own the Policies and shall have the right to exercise all incidents of ownership.  The Bank shall be the beneficiary of the remaining death proceeds of the Policies after the Executive's Interest is determined according to Section 2.2 or 2.3 below.

2.2       Executive's Interest - Death prior to Separation from Service .  In the event of death prior to Separation from Service, the Executive, or the Executive's assignee, shall have the right to designate the Beneficiary of an amount of death proceeds equal to the lesser of (i) __________________ or (ii) the Net Death Proceeds.  The Executive shall also have the right to elect and change settlement options with respect to the Executive's Interest by providing written notice to the Bank and the Insurer. 

2.3       Executive's Interest - Death after Separation from Service .  In the event of death after Separation from Service, the Executive, or the Executive's assignee, shall have the right to designate the Beneficiary of an amount of death proceeds equal to the lesser of (i) _______________ or (ii) the Net Death Proceeds.  The Executive shall also have the right to elect and change settlement options with respect to the Executive's Interest by providing written notice to the Bank and the Insurer. 

2.4       Forfeiture of Benefit .  The Executive will forfeit all benefits hereunder if: (i) the Executive violates any of the provisions detailed in Article 5 or (ii) the Executive provides written notice to the Bank declining further participation in the Agreement.

2.5       Subject Plans or Policies .  The Executive's participation in the Agreement shall replace his participation in any and all plans or policies heretofore purchased or maintained by the Company to provide death benefits for the executive or his assigns, not otherwise subject to the Agreement, including but not limited to the split dollar insurance policy purchased by the Bank in the name of the Executive according to the terms of the Executive Employment Agreement dated ________.

Article 3
Comparable Coverage

3.1       Insurance Policies .  If the Executive is entitled to a benefit, the Bank may provide such benefit through the Policies purchased at the commencement of this Agreement, or may provide comparable insurance coverage to the Executive.  If the Executive waives or forfeits his or her right to the benefit, the Bank may choose to cancel the Policies on the Executive, or may continue such coverage and become the direct beneficiary of the entire death proceeds.

3.2       Offer to Purchase .  If the Bank discontinues the Policies prior to Separation from Service, the Bank shall give the Executive at least thirty (30) days to purchase such Policies.  The purchase price shall be the fair market value of the Policies, as determined under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority.  The offer to purchase shall be in a written instrument by the Bank to the Executive.

Article 4
Premiums and Imputed Income

4.1       Premium Payment .  The Bank shall pay all premiums due on all Policies.

4.2       Economic Benefit.   The Bank shall determine the economic benefit attributable to the Executive based on the life insurance premium factor for the Executive's age multiplied by the aggregate death benefit payable to the Beneficiary.  The "life insurance premium factor" is the minimum factor applicable under guidance published pursuant to Treasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.

4.3       Imputed Income .  The Bank shall impute the economic benefit to the Executive on an annual basis, by adding the economic benefit to the Executive's W-2, or if applicable, Form 1099.

Article 5
General Limitations

5.1       Removal .  Notwithstanding any provision of this Agreement to the contrary, the Executive's rights in the Agreement shall terminate if the Executive 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.

5.2      Suicide or Misstatement. No benefits shall be payable if the Executive commits suicide within two (2) years after the date of the Policy or Policies used to support the benefits under this Agreement, or if the insurance company denies coverage (i) for material misstatements of fact made by the Executive on any application for life insurance purchased by the Bank, or (ii) for any other reason; provided, however that the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

5.3      Non-Compete if Separation from Service occurs before Normal Retirement Age. The Executive shall forfeit the benefits under this Agreement if the Executive engages, either directly or indirectly, as an officer, director, principal, agent, employee, stockholder, or otherwise in any business that competes with or is otherwise similar to the business conducted by the Bank for a period of five (5) years from Separation from Service if Separation from Service occurs before Normal Retirement Age. 

5.4       Termination for Cause .  Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive's employment with the Bank is terminated by the Bank or an applicable regulator due to a Termination for Cause. For the purposes of this Agreement, Termination for Cause shall be defined as (i) the conviction of the Executive or the rendering of a final judgment against the Executive by a court of competent jurisdiction which is not subject to further appeal for the willful and continued failure by the Executive to substantially perform his duties under this Agreement, the Company's policies, or federal and/or state law (other than any such failure resulting from his disability, as defined in an employment agreement between Executive and the Company); which breach of duty has materially adversely affected the safety and soundness of the Company; or (ii) the Executive's conviction of a felony which is not subject to further appeal. For purposes of this subparagraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission is in the best interest of the Company.

Article 6
Beneficiaries

6.1        Beneficiary . The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefits payable under the Agreement upon the death of the Executive.  The Beneficiary designatedunder this Agreement may be the same as or different from the beneficiary designated under any other Agreement of the Bank in which the Executive participates.

6.2       Beneficiary Designation; Change .  The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form, and delivering it to the Bank or its designated agent.  The Executive's beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.  The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Bank's rules and procedures, as in effect from time to time.  Upon the acceptance by the Bank of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled.  The Bank shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Bank prior to the Executive's death.

6.3       Acknowledgment .  No designation or change in designation o