Exhibit 10.2

                               AMENDMENT NO. 1 TO
                             FOUR OAKS FINCORP, INC.
                     EMPLOYEE STOCK PURCHASE AND BONUS PLAN

         THIS  AMENDMENT NO. 1 of the Four Oaks  Fincorp,  Inc.  Employee  Stock
Purchase and Bonus Plan  (Amended and Restated  August 20, 2001) (the "Plan") is
effective as of September 1, 2009.

         WHEREAS, Four Oaks Fincorp, Inc. (the "Company") maintains the Plan;

         WHEREAS, after giving effect to prior stock splits, the Board of
Directors of the Company (the "Board") has reserved a total of 244,140 shares of
the Company's common stock for issuance under the Plan;

         WHEREAS, the Board has determined that it is in the best interest of
the Company to increase the number of shares of common stock available for
issuance under the Plan by 100,000 shares; and

         WHEREAS, pursuant to Section 13 of the Plan, the Board may make such
amendments to the Plan as it shall deem advisable.

         NOW, THEREFORE, the Plan shall be amended as follows:

         1. The first sentence of Section 2 of the Plan shall be deleted in its
entirety and the following substituted in lieu thereof:

         Subject to the  provisions of Paragraph 20 of the Plan, an aggregate of
         Three Hundred  Forty-Four  Thousand One Hundred Forty (344,140)  shares
         (the  "Shares") of the Holding  Company's  common stock,  par value one
         dollar  ($1.00) per share (the "Common  Stock"),  shall be reserved for
         issuance under the Plan.

         2. Except as herein amended, the terms and provisions of the Plan shall
remain in full force and effect as previously adopted.

         IN WITNESS WHEREOF, the undersigned hereby certifies that this
Amendment was duly adopted by the Board on June 22, 2009.

                                           FOUR OAKS FINCORP, INC.


                                           By: /s/ Wanda J. Blow
                                               -------------------------------
                                                 Wanda J. Blow, Secretary