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                                                                   Exhibit 10.5

             AMENDMENT NO. 4 TO 1992 EMPLOYEE STOCK INCENTIVE PLAN



         THIS AMENDMENT, dated as of May 15, 1998, is made by BANCTENN CORP., a
Tennessee corporation (the "Company"), for the purpose of amending its 1992
Employee Stock Incentive Plan (the "Plan") according to the terms hereof.

                                   RECITALS:

         A.       The shareholders of the Company have heretofore approved the
                  Company's 1992 Employee Stock Incentive Plan pursuant to
                  which the Company reserved and made available for
                  distribution under the Plan 36,000 shares, plus 10% of any
                  increase in the number of authorized and issued shares of
                  stock above 361,956 shares which represented the total number
                  of issued and outstanding shares of stock as of December 31,
                  1991.

         B.       Pursuant to Amendment No. 1 to the Plan, approved by the
                  Company's Board of Directors on April 13, 1995, the Company
                  issued a 20% stock dividend paid in the form of a 6-for-5
                  stock split, thereby increasing the number of shares subject
                  to the Plan from 36,000 to 43,200.

         C.       Pursuant to Amendment No. 2 to the Plan, approved by the
                  Company's Board of Directors on October 12, 1995, the Company
                  issued a 100% stock dividend paid as of November 6, 1995 in
                  the form of 2-for-1 stock split, thereby increasing the
                  number of shares subject to the Plan from 43,200 to 86,400.

         D.       Pursuant to Amendment No. 3 to the Plan, approved by the
                  Company's Board of Directors on April 24, 1997, the Company
                  issued a 20% stock dividend to be paid in the form of a
                  6-for-5 stock split, thereby further increasing the number of
                  shares subject to the Plan from 86,400 to 103,680.

         E.       The Company now desires to amend the Plan to further increase
                  the number of shares subject to the Plan as provided herein.

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


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         1.       Increase in Shares Subject to Plan. The number of shares
reserved for and subject to the Plan is hereby increased by 40,000, thereby
increasing the total number of shares subject to the Plan from 103,680 to
143,680. Such new 40,000 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.       Term of Plan. Section 14 of the Plan is hereby amended to
provide that options and grants under the Plan may be effected pursuant to the
Plan until May 14, 2008, which is the tenth anniversary date of stockholder
approval of this Amendment No. 4, unless further extended by approval of the
Company's shareholders. Any awards or grants effected prior to May 14, 2008 may
extend beyond such date in accordance with the terms of such awards and grants
and the terms of the Plan.

         3.       Approval by Board of Directors. The Board of Directors of the
Company approved this Amendment No. 4 by action taken at a duly called meeting
of the directors held on March 12, 1998.

         4.       Approval by Shareholders. The shareholders of the Company
approved this Amendment No. 4 by action taken at the 1998 Annual Shareholders
Meeting held on May 14, 1998.

         IN WITNESS WHEREOF, the undersigned, being the President and Chief
Executive Officer of BancTenn Corp., has executed this Amendment No. 4 for the
purposes stated hereinabove and after having received all requisite approval
from the Board of Directors and shareholders of BancTenn Corp.

         Date: May 15, 1998


                                   BANCTENN CORP.




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


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