EXHIBIT 4.3

                              BANKFIRST CORPORATION
                                STOCK OPTION PLAN

      BANKFIRST  CORPORATION,   a  Tennessee  bank  holding  corporation,   with
principal offices at 625 Market Street,  Knoxville,  Knox County, Tennessee (the
"Corporation"),  hereby amends the BankFirst  Corporation Incentive Stock Option
Plan to be known as the BANKFIRST CORPORATION STOCK OPTION PLAN (the "Plan") for
the benefit of its employees and members of its Board,  as set forth below.  The
BankFirst  Corporation  Incentive  Stock  Option Plan  included  language  which
purported to give  directors who were not  employees  incentive  stock  options,
which is improper. The Plan is amended to provide that the directors who are not
employees  will have  non-qualified  stock options and the  employees  will have
incentive stock options. The amendment of the Plan does not in any manner affect
the number of options previously granted to employees and members of the Board.

                                    ARTICLE I
                                PLAN INTRODUCTION

      1.1. Name.  This Plan shall be known as the "BankFirst  Corporation  Stock
Option  Plan."  The  Plan  was  formerly  known  as the  "BankFirst  Corporation
Incentive Stock Option Plan".

      1.2. Purpose. The purpose of the Plan is to secure for the Corporation and
its  shareholders  the benefits  which flow from providing  selected  directors,
officers,  and other key employees of Corporation and its  subsidiaries  (herein
collectively  referred to as "directors,  officers,  and/or key employees") with
the incentive inherent in common stock ownership. By so encouraging and enabling
such  selected  directors,  officers and key  employees to become  owners of the
Corporation's  shares,  the Corporation seeks to motivate,  retain,  and attract
those highly competent individuals upon whose judgment,  initiative,  leadership
and continued efforts the success of the Corporation in large measure depends.

      1.3. Form of Plan. The Corporation is  establishing  the Stock Option Plan
pursuant to requirements of the Internal Revenue Code of 1986, as amended.

      1.4.  Effective Date. The effective date of the Plan is December 31, 1996,
the  date  of its  approval  by  the  Executive  Committee  of  the  Board.  The
shareholders  of the Corporation  approved the Plan at its annual  shareholders'
meeting held on April 21, 1997.

      1.5.  Definitions.  As used herein,  the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:

            (a)  "Board"   shall  mean  the  Board  of  Directors  of  BankFirst
Corporation.


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<PAGE>

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (c) "Committee"  shall mean the Executive  Committee of the Board of
Directors.

            (d) "Corporation" shall mean BankFirst Corporation.

            (e)  "Director"  means a voting  member of the Board,  excluding any
person who serves solely in an advisory capacity or as a director emeritus.

            (f) "Disability"  means permanent  disability  within the meaning of
Section 22(e)(3) of the Code.

            (g)  "Employee"  means an employee of the  Corporation or any of its
subsidiaries.

            (h) "Fair  Market  Value"  shall mean the fair  market  value of the
stock established by the Board of Directors  quarterly  immediately prior to the
grant of any option hereunder.

            (i) "Grantee" shall mean an employee and/or a member of the Board of
the  Corporation  to whom an  incentive  stock option or a  non-qualified  stock
option has been granted hereunder and has the same meaning as optionee.

            (j)  "Incentive  Stock  Option"  means an option to  purchase  stock
granted under  Section 4.1 of the Plan which is  designated  as Incentive  Stock
Option and is intended to meet the requirements of Section 422 of the Code.

            (k)  "Non-Qualified  Stock Option" means an option to purchase stock
granted under Section 4.1 of the Plan,  which is not intended to be an incentive
stock option, and will be governed by Section 83 of the Code.

            (l)  "Option"  means an incentive  stock  option or a  non-qualified
stock option.

            (m) "Option  Period"  means the period from the date of the grant of
an  option  to the date when the  option  expires  as stated in the terms of the
Stock Option Agreement.

            (n) "Optionee" shall mean a director, officer, or other key employee
to whom an Option has been granted hereunder.

            (o) "Plan" shall mean the BankFirst  Corporation  Stock Option Plan,
the terms of which are set forth herein.

            (p)   "Retirement"   means   termination  of  employment   with  the
Corporation or any of its  subsidiaries  after obtain age of 65 (or earlier with
the Corporation's or its subsidiary's consent).


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<PAGE>

            (q) "Stock" shall mean the Common Stock of BankFirst Corporation or,
in the event that such outstanding shares of stock are hereafter changed into or
exchanged for shares of a different  stock or securities of the  Corporation  or
some other corporation or company, such other stock or securities.

            (r) "Stock Option  Agreement"  shall mean the agreement  between the
Corporation  and the  Optionee  under  which the  Optionee  may  purchase  Stock
hereunder.

            (s) "Subsidiary or Subsidiaries"  means any corporation which at the
time  qualifies as a  subsidiary  of the  Corporation  under the  definition  of
"Subsidiary Corporation" in Section 424(f) of the Code.

                                   ARTICLE II
                 PLAN PARTICIPATION, ADMINISTRATION, TERMINATION

      2.1. Eligibility and Plan Participation.  Selected directors, officers and
key  employees  of the  Corporation  and its  subsidiaries  shall be eligible to
participate  in the Plan.  The  Committee  may  grant  Options  to any  eligible
participant in accordance with such determinations as the Committee from time to
time in its sole discretion shall make. The granting of options  hereunder shall
be entirely  discretionary  with the  Committee and nothing in the Plan shall be
deemed to give any director,  officer,  or other key employee of the Corporation
any right to participate in the Plan or to receive options.

      2.2. Plan Administration.  The Plan shall be administered by the Committee
in accordance with the following provisions:

            (a)  Duties  and  Powers  of  Committee.   Subject  to  the  express
provisions of the Plan, the Committee  shall have sole  discretion and authority
to determine  from among the  directors,  and the President and Chief  Executive
Officer  of the  Corporation  those  to whom  and the  time or times at which an
Option may be granted hereunder, and the number of shares of Stock to be subject
to each Option.  The President and Chief  Executive  Officer shall in accordance
with the  authorization  of the Committee have sole  discretion and authority to
determine  from among the officers and key employees  those to whom and the time
or times at which an Option may be granted  hereunder,  and the number of shares
of Stock to be subject to each Option.

            (b)  Committee  Governance.  The  Committee  shall select one of its
members as the  chairperson  of the  Committee  and shall hold  meetings at such
times and places as it may determine. The Committee may appoint a secretary and,
subject to the  provisions of the Plan and to policies  determined by the Board,
may make such rules and  regulations for the conduct of its business as it shall
deem  advisable.  Written  action of the Committee may be taken by a majority of
its members, and actions so taken shall be fully effective as if taken by a vote
of a majority  of the members at a meeting  duly called and held.  A majority of
Committee  members shall constitute a quorum for purposes of a meeting.  The act
of a majority of the members  present at any meeting for which there is a quorum
shall be a valid act of the Committee.


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<PAGE>

            (c)  Committee to Interpret  Plan.  Subject to the express terms and
conditions of the Plan, the Committee  shall have sole power to (i) construe and
interpret the Plan; (ii) establish, amend or waive rules and regulations for its
administration;  (iii) to determine and  accelerate  the  exercisability  of any
Option;  (iv) to  correct  inconsistencies  in the Plan or in any  Stock  Option
Agreement, or any other instrument relating to an Option; and (v) subject to the
provisions of Section 4.6, to amend the terms and conditions of any  outstanding
Option, to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan.  Notwithstanding the foregoing,  no action of
the Board or  Committee  may,  without  the  consent  of the  person or  persons
entitled to exercise any outstanding Option, adversely affect the rights of such
person or persons.

            (d)  Exculpation.  No member of the Board or the Committee  shall be
liable for  actions  or  determinations  made in good faith with  respect to the
Plan, or for awards under it.

            (e) Corporation  Assistance.  The Corporation  shall supply full and
timely information to the Committee on all matters relating to employees,  their
employment,  death,  retirement,  disability or other termination of employment,
and such other  pertinent  facts as the Committee may require.  The  Corporation
shall  furnish the  Committee  with such  clerical  and other  assistance  as is
necessary in the performance of its duties.

      2.3.  Decisions  Binding.  All  determinations  and decisions  made by the
Committee   pursuant  to  the   provisions  of  the  Plan,   including   factual
determinations, shall be final, conclusive and binding on all persons, including
the Corporation,  its Subsidiaries and affiliates,  its shareholders,  Optionees
and their estates and assignee.

      2.4.  Stock  Option  Agreements.  Each  Option  under  the  Plan  shall be
evidenced  by a Stock  Subscription  Agreement  which  shall  be  signed  by the
President of the Corporation, or as required by the circumstances,  the Chairman
of the  Committee,  and by the  Optionee,  and  shall  contain  such  terms  and
conditions as may be approved by the Committee, which need not be in the same in
all cases.  Any Stock Option Agreement may be supplemented or amended in writing
from time to time as approved by the Committee,  provided that the terms of such
Agreements  as amended  or  supplemented,  as well as the terms of the  original
Stock Option Agreement, are not inconsistent with the provisions of the Plan. An
Employee who  receives an Option  under the Plan shall not,  with respect to the
Option, be deemed to have become an Optionee, or to have any rights with respect
to the Option,  unless and until a Stock Option Agreement has been signed by the
President of the Corporation,  or as required by the  circumstances the Chairman
of the  Committee  and by the  Director  and/or  Employee  and  delivered to the
Committee,  and the Director  and/or  Employee has  otherwise  complied with the
applicable  terms and conditions of the Option.  The Committee may condition any
Option  grant  upon  the  agreement  by the  Optionee  to such  confidentiality,
non-competition   and   non-solicitation   covenants  as  the  Committee   deems
appropriate.


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<PAGE>

      2.5.  Limitation  on  Exercise  of  Options.  No part of any Option may be
exercised to the extent the exercise would cause  Optionee to have  compensation
from the Corporation and its affiliated  corporations  for any year in excess of
any amount  which is provided  by the Code,  and which is  nondeductible  by the
Corporation and its affiliated corporations pursuant to Code Section 162(m). Any
portion of an Option not exercisable  because of this limitation  shall continue
to be exercisable  in any subsequent  year in which the exercise would not cause
the loss of the  Corporation or its affiliated  Corporation's  compensation  tax
deduction,  provided  such  exercise  occurs  before  lapse of the  Option,  and
otherwise  complies  with the terms and  conditions of the Plan and Stock Option
Ageement.

                                   ARTICLE III
                               STOCK OPTION SHARES

      3.1. Stock Limitations.  Subject to adjustment  pursuant to the provisions
of Section  3.3  hereof,  the number of shares of Stock  which may be issued and
sold hereunder  shall not exceed 500,000  shares.  Such shares may be authorized
and unissued shares or shares issued and thereafter acquired by the Corporation.

      3.2. Options Granted Under the Plan. Shares of Stock with respect to which
an Option granted hereunder have been exercised shall not again be available for
Option hereunder. If Options granted hereunder shall terminate or expire for any
reason  without  being wholly  exercised,  new Options may be granted  hereunder
covering the number of shares to which such Option termination relates.

      3.3.  Antidilution.  In the  event  that the  outstanding  shares of Stock
hereafter are changed into or exchanged for a different number or kind of shares
or other  securities of the  Corporation or of another  corporation by reason of
merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up, or stock dividend:

            (a) The aggregate number and kind of shares subject to Options which
may be granted hereunder shall be adjusted accordingly.

            (b) Rights under outstanding  Options granted hereunder,  both as to
the  number  of  subject  shares  and  the  Option  price,   shall  be  adjusted
accordingly.

            (c) Where  dissolution  or  liquidation  of the  Corporation  or any
merger or combination in which the Corporation is not a surviving corporation is
involved,  each outstanding  Option granted  hereunder shall terminate,  but the
Optionee  shall be fully vested and shall have the right,  immediately  prior to
such  dissolution,  liquidation,  merger,  or combination,  to exercise  his/her
Option in whole or in part.

            The  foregoing  adjustments  and the  manner of  application  of the
foregoing  provisions shall be determined solely by the Committee,  and any such
adjustment may provide for the elimination of fractional share interests.


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<PAGE>

      3.4.  Termination,  Amendment and  Modification  of the Plan. The Board of
Directors may at any time suspend,  discontinue,  or terminate the Plan, and may
at any time and from time to time and in any  respect  amend or modify  the Plan
and make rules for its administration; provided, however, that no such action of
the  Board  without  approval  of  the  majority  of  the  shareholders  of  the
Corporation may:

            (a) Increase the total number of shares of Stock subject to the Plan
except as contemplated in Section 3.3 hereof;

            (b) Withdraw the administration of the Plan from the Committee; and

            (c)  Provided   further,   that  no   termination,   amendment,   or
modification  of the Plan shall in any manner (1) affect any Option  theretofore
granted  under  the Plan  without  the  consent  of the  Optionee  or  permitted
transferee  of the Option,  or (2) prevent  Options  issued  under the Plan from
being  Incentive  Stock  Options as defined in Section 422 of the Code,  or as a
Non-Qualified Stock Option as defined in Section 83 of the Code.

                                   ARTICLE IV
                                  STOCK OPTIONS

      4.1. Eligibility and Grant. Selected Directors, Officers and key employees
of  the  Corporation  and  its  subsidiaries  who  are  expected  to  contribute
substantially  to the  growth  and  profitability  of the  Corporation  and  its
subsidiaries  are eligible for  selection by the  Committee to receive  Options.
Both  Incentive  Stock  Options and  Non-Qualified  Stock Options may be granted
under the Plan.  If the Option is  designated  as an Incentive  Stock Option but
does not qualify as such under  Section 422 of the Code,  the Option (or portion
thereof)  shall be treated as a  Non-Qualified  Stock  Option  and  governed  by
Section 83 of the Code. Neither the Corporation nor any of its subsidiaries will
be liable for any tax  consequences  of an Option,  including but not limited to
the failure of the option intended to be an Incentive Stock Option to qualify as
such.  All Options  granted to selected  Directors,  Officers and key  employees
under the Plan shall be evidenced  by a Stock  Option  Agreement in such form as
the  Committee  may from time to time  approve.  All  options are subject to the
terms of the Plan and such  additional  terms and  conditions  contained  in the
Stock  Option  Agreement,  which  need  not  be  the  same  in  each  case,  not
inconsistent with the terms of the Plan, as the Committee finds desirable.

      4.2. Option Price.  The option price per share of Stock covered the Option
shall be determined by the Committee but shall not be less than 100% of the Fair
Market  Value of such stock on the date the Option is  granted.  The Fair Market
Value shall be determined by the Committee in its sole discretion,  provided, if
the Corporation's Stock is publicly traded on an established  securities market,
the Fair Market  Value shall be the closing  market  price of the  Corporation's
Stock as  reported on the date of the grant,  or, if no trades were  reported on
that  date,  the  closing  price  on the most  recent  trading  day  immediately
preceding  the date of the grant.  An Option  granted to any person  who, at the
time the  Option is  granted,  owns or is deemed to own  within  the  meaning of
Section 424(d) of the Code, stock possessing more than 10% of the


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total combined  voting power of all classes of stock of the  Corporation,  shall
have an exercise  price  which is at least 110% of the Fair Market  Value of the
Stock subject to the Option.

      4.3.  Option  Vesting.  No portion of the Option may be  exercised  unless
vested in accordance with the provisions of the Stock Option  Agreement and this
Plan. Options shall vest at an annual rate of twenty percent (20%), allowing the
exercise of the stock options in accordance with the following schedule:

Date of Grant of Option                                      Vesting Schedule
-----------------------                                      ----------------
One (1) Year from Option Date                                      20%
Two (2) Years from Option Date                                     40%
Three (3) Years from Option Date                                   60%
Four (4) Years from Option Date                                    80%
Five (5) Years from Option Date                                   100%

"Vesting" as used in the Stock Option  Agreement and this Plan shall act to give
the Optionee  those  rights  determined  by the  Committee  and no others.  Both
unvested and vested  portions of Options shall be subject to early  termination.
All Optionees  shall become fully vested upon the  dissolution or liquidation of
the Corporation,  or any merger or combination in which the Corporation is not a
surviving corporation.

      4.4. Option Period.  Each Option granted  hereunder must be granted within
ten years from the effective date of the Plan.

      4.5.  Natural  Termination  and Expiration of Options.  The period for the
exercise of each Option shall be determined by the Committee, but in no instance
shall such period exceed ten years from the date of grant of the Option.

      4.6. Early Termination and Expiration of Options;  Effect Thereof. Each of
the following shall be a "Terminating  Event", the occurrence of which shall act
to  terminate  the  Option  prior to its  natural  expiration  to the extent not
previously exercised:

                  (i)  Termination of Employment.  The termination of employment
      or directorship of the Optionee for cause,  the date of termination  being
      the date the Optionee is notified of the termination.

                  (ii)  Reduction of Position.  The reduction of the  Optionee's
      position for any reason whatsoever, the date of termination being the date
      the  Optionee  is  notified  of the  reduction.  The  Option  shall not be
      affected  by any  change  in duties or  position  as long as the  Optionee
      continues  to be an  Optionee  of the  Corporation  at the same or  higher
      position as that held on the Grant Date.


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Upon the occurrence of a Terminating  Event,  the unvested portion of the Option
shall expire on the date of termination  set forth above. To the extent that the
Optionee  shall have been  otherwise  entitled to do so, the vested  portion may
continue to be exercised by the Optionee  (or,  should the Optionee be deceased,
by the legatee or legatees of the Optionee under such Optionee's Last Will or by
such Optionee's  personal  representative or distributees),  during a Transitory
Period to be  determined  by the  Committee but in no event later than three (3)
months after the date of termination  set forth above.  No further vesting shall
occur  during the  Transitory  Period,  and the Option shall fully expire at the
conclusion of the Transitory Period.

      4.7. Effect of Option Termination and Expiration.  Once any Option granted
hereunder  has  terminated or expired,  such Option shall be deemed  irrevocably
expired.  Regardless  of any efforts by the  Optionee to cure the event  causing
such  termination  and/or  expiration,  such  Option may not be  revived  unless
specifically  reinstated  in  writing  by an  officer  of the  Corporation  duly
authorized by disinterested members of the Board of Directors.

      4.8.  Option  Exercise and Method.  The option  exercise and method are as
follows:

            (a) Option Exercise.  Options may be exercised in whole at any time,
or in part from time to time with respect to whole  shares  only,  to the extent
that the Option has vested,  and within the period  permitted  for the  exercise
thereof.  Further,  except as otherwise  provided herein,  the Option may not be
exercised  at any time  unless the  Optionee  shall have been in the  continuous
employ of the  Corporation  from the date the  Option is  granted to the date of
exercising the Option.

            (b) Method of Option  Exercise.  Any Option granted pursuant to this
Plan shall  contain  provisions  established  by the Board of Directors  setting
forth the manner of  exercise of such  Option.  Notwithstanding  the  foregoing,
Options shall be exercised by providing (1) written notice of intent to exercise
the  Option  with  respect  to a  specified  number of shares  delivered  to the
Corporation at its principal office in Knoxville,  Tennessee, and (2) payment in
full to the Corporation at said office of the amount of the Option price for the
number  of shares  of Stock  with  respect  to which  the  Option is then  being
exercised,  such  payment to be in cash or  certified  funds made payable to the
order of the Corporation.

      4.9.  Nontransferability  of Option.  No Option shall be transferred by an
Optionee otherwise than by Will or the laws of descent and distribution.  During
the lifetime of an Optionee the Option  shall be exercised  only by him/her.  No
transfer  of an Option by the  Optionee  by will or by the laws of  descent  and
distribution  shall be effective to bind the Corporation  unless the Corporation
shall have been furnished with written notice thereof and an authenticated  copy
of the Will and/or such other  evidence as the Committee  may deem  necessary to
establish the validity of the transfer and the  acceptance by the  transferee or
transferees of the terms and conditions of such Option.

      4.10.  Rights as  Shareholder.  An Optionee or a  transferee  of an Option
shall have no rights as a shareholder with respect to any shares subject to such
Option  prior to  purchase  of such  shares by valid  exercise of such Option as
provided  herein  and a  stock  certificate  is  issued  and  delivered  by  the
Corporation therefor.


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<PAGE>

      4.11. Stock Certificates; Refunds. The Corporation shall issue and deliver
the  certificate or  certificates  for shares of Stock  purchased upon the valid
exercise of any Option granted  hereunder or any portion  thereof within fifteen
(15)  business days of the exercise of the Option and payment  therefor.  In the
event the Option or a portion  thereof is not validly  exercised or is otherwise
not available in accordance  with the terms of the Plan, the  Corporation  shall
refund the purchase  price for that portion of the Option not validly  exercised
or otherwise not available  within fifteen (15) business days of the exercise of
the Option and payment  therefor.  No refund of the purchase  price will be made
for a  validly  exercised  Option  after  share  certificates  issue.

                                    ARTICLE V
                                 MISCELLANEOUS

      5.1.  Employment  and  Directorship.  Nothing in the Plan or in any Option
granted hereunder or in any Stock Option Agreement relating thereto shall confer
upon any employee the right to continue in the employ of the Corporation, or the
director the right to serve on the Board of Directors.

      5.2. Tax  Obligations  of Optionee.  If for any reason the exercise of any
portion of any Option  granted  hereunder  shall be  determined  to be a taxable
event, the Optionee shall be solely responsible for all employment related taxes
that may be incurred thereby.

      5.3. Stock for Investment.  The Stock Option  Agreement shall provide that
the  Optionee  shall upon each  exercise of a part or all of the Option  granted
represent  and  warrant,  or be deemed to represent  and  warrant,  that his/her
purchase of stock  pursuant to such Option is for  investment  only. At any time
the Board of  Directors  may waive the  requirement  of such a provision  in any
Stock  Option  Agreement  entered  into  under  any  stock  option  plan  of the
Corporation.

      5.4.  Other  Securities  Law  Restrictions.  The Board of Directors  shall
include Securities Law-related provisions in any Stock Option Agreement that, in
its discretion, is necessary to protect the interests of the Corporation.

      5.5. Other  Compensation  Plans. The adoption of the Plan shall not affect
any other stock option or incentive  or other  compensation  plans in effect for
the Corporation,  nor shall the Plan preclude the Corporation from  establishing
any  other  forms  of  incentive  or other  compensation  for  employees  of the
Corporation.

      5.6.   Obligation   to  Sell  Subject  to   Governmental   Approval.   The
Corporation's  obligation to sell and deliver stock under the Plan in accordance
with the terms of this Agreement is at all times subject to all approvals of any
governmental   authorities   required  in  connection  with  the  authorization,
issuance, sale or delivery of the stock.

      5.7.  Plan Binding on  Successors.  The Plan shall inure to the benefit of
and be binding  upon the  successors  and assigns of the  Corporation.  The Plan
shall  inure  to the  benefit  of and be


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<PAGE>

binding   upon   the   respective   heirs,   successors,   administrators,   and
representatives as permitted herein.

      5.8.  Headings.  The  headings  of each of the  provisions  hereof are for
convenience and reference only and are not substantive.  They are not to be used
in the interpretation hereof or to modify any of the terms or provisions of this
Plan.

      5.9. Singular, Plural; Gender. Whenever used herein, nouns in the singular
shall  include the plural and the  masculine  pronoun shall include the feminine
gender, and vice versa.

      5.10.  Shareholder Approval. The Plan was submitted to the shareholders of
the  Corporation  for  approval by the holders of a majority of the  outstanding
shares of Common Stock of the  Corporation  at the annual  meeting held on April
21, 1997. The Plan was approved by the holders of a majority of the  outstanding
shares of Common Stock of the Corporation.


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<PAGE>

                                 ATTACHMENT "A"
                    Options Granted Before December 31, 1996

The following  grants to various  employees and nonemployees of the organization
were  made  under  a  prior  organization  and are  inclusive  in the  BankFirst
Corporation Stock Option Plan.

<TABLE>
<CAPTION>
Grant Date      Grantor     Expiration       Original         Original       12/31/99     12/31/99
                               Date        Number Shares   Exercise Price    Number of    Exercise
                                                                              Shares      Price of
                                                                                           Shares

<S>            <C>           <C>              <C>              <C>            <C>           <C>
 12/31/93      BankFirst     12/31/03         169,565          $11.50         523,505       $3.72

  3/14/95      BankFirst      3/14/05          11,700          $20.00          36,145       $6.47

  4/17/95      BankFirst      4/17/05          12,100          $20.00          37,345       $6.47

 12/31/95      BankFirst     12/31/05           2,200          $20.00           6,810       $6.47

Total Options Issued by BankFirst Prior to    195,565                         603,805
BankFirst Corporation
</TABLE>


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