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                                                                   EXHIBIT 10.2


                               AMENDMENT NO. 1 TO
                       1992 EMPLOYEE STOCK INCENTIVE PLAN

         THIS AMENDMENT, dated as of May 13, 1995, is made by BANCTENN CORP., a
Tennessee corporation with its principal offices at 301 East Center Street,
Kingsport, Tennessee (the "Company") as follows:

                                   RECITALS:

         A.       The Company has heretofore adopted its 1992 Employee Stock
Incentive Plan (the "Plan"), which provides for an aggregate of 36,000 shares
of the Company's common stock to be subject to the Plan, with appropriate
mathematical adjustments to be made as a result of any stock dividends or stock
splits declared by the Company with regard to its common stock.

         B.       Pursuant to action of the Company's Board of Directors taken
on April 13, 1995, the Company has declared a 20% stock dividend on its
outstanding and optioned shares of common stock, which dividend will be paid in
the form of a 6-for-5 stock split.

         C.       The Company desires to amend the Plan to reflect the
resulting effect of the stock dividend on the aggregate number of shares
available under the Plan.

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

         1.       Number of Shares Subject to Plan. Section 3 of the Plan is
hereby amended to provide that the number of shares of the Company's common
stock reserved for distribution under the Plan is hereby increased from 36,000
to 43,200 shares.

         2.       No Other Amendments. All other terms and provisions of the
Plan as heretofore adopted remain unaltered and in full force and effect.

        IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Company has executed this Amendment for the purposes set forth herein.

                                    BANCTENN CORP.

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