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                                                                    EXHIBIT 10.9




              AMENDMENT NO. 1 TO 1996 EMPLOYEE STOCK PURCHASE PLAN



         THIS AMENDMENT, dated as of May 9, 1997, is made by BANCTENN CORP., a
Tennessee corporation (the "Company"), for the purpose of amending its 1996
Employee Stock Purchase Plan (the "Plan") according to the terms hereof.

                                    RECITALS:

         A.       The shareholders of the Company have heretofore approved the
                  Company's 1996 Employee Stock Incentive Plan pursuant to which
                  the Company reserved and made available for distribution under
                  the Plan 50,000 shares.

         B.       Pursuant to action taken by the Company's Board of Directors
                  on April 24, 1997, the Company has issued a 20% stock
                  dividend, paid in the form of a 6-for-5 stock split.

         C.       The Company desires to amend the Plan to reflect the increase
                  in the number of shares subject to the Plan as a result of
                  such stock dividend.

         NOW, THEREFORE, in consideration of the foregoing premises, the Plan is
hereby amended as follows:

         1.       Increase in Shares Subject to Plan. In accordance with the 20%
stock dividend effected in the form of a 6-for-5 stock split as described above,
the number of shares reserved for and subject to the Plan is hereby increased by
10,000, thereby increasing the total number of shares subject to the Plan from
50,000 to 60,000. Such new 10,000 shares, and any options granted in respect
thereof, shall be administered according to the terms of the Plan and in the
same manner as the original group of shares reserved for the Plan at its
inception.

         2. No Other Amendments. Except as otherwise set forth herein, the Plan
remains unaltered and in full force and effect.






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         IN WITNESS WHEREOF, the undersigned, being the President and Chief
Executive Officer of BancTenn Corp., has executed this Amendment No. 1 for the
purposes stated hereinabove. Date: May 9, 1997.


                                   BANCTENN CORP.



                                   By: /s/ Colon A. Terrell, Jr.
                                      ------------------------------------------
                                           Colon A. Terrell, Jr.
                                           President and Chief Executive Officer



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