Exhibit 10.2
    

    
      AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
    

    
                This Amendment No. 2 to Employment Agreement (“Amendment No.
      2”) is effective as of March 31, 2015, by and between Four Oaks Bank &
      Trust Company (the “Bank”) and David H. Rupp (“Employee”).
    

    
                WHEREAS, Employee is currently employed with the Bank pursuant
      to that certain Employment Agreement entered into effective June 23,
      2014 (as amended by that certain Amendment No. 1 to Employment Agreement
      entered into effective October 1, 2014, as further amended, restated,
      supplemented or otherwise modified from time to time, the “Employment
      Agreement”); and
    

    
                WHEREAS, the parties to the Employment Agreement desire to
      amend the Employment Agreement as provided in this Amendment No. 2 to
      reflect a change in position for Employee.
    

    
                NOW, THEREFORE, in consideration of the mutual covenants and
      agreements set forth below and other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the
      parties hereto agree that the Employment Agreement shall be amended as
      follows:
    

    
      1.  Amendment.
    

    
      A.  Section 2 “NATURE OF EMPLOYMENT/DUTIES”
      is amended by deleting the first paragraph of that Section and replacing
      it with the following:
    


    	
           
        	
          
            Employee shall serve as President of the Bank. Employee shall
            report to Ayden Lee, Chief Executive Officer of the Bank, and
            shall have such responsibilities and authority as the Bank may
            designate from time to time consistent with his title and position.
          

        	

        


    

    
      B.  Section 3.1 “Base Salary” is amended by
      deleting that Section in its entirety and replacing it with the
      following:
    

    
      3.1       Base Salary.  Employee’s
      annual base salary for all services rendered shall initially be Two
      Hundred and Forty Thousand and 00/100 Dollars ($240,000.00) (less
      applicable taxes and withholdings) payable in accordance with the Bank’s
      customary payroll practices as they may exist from time to time (“Base
      Salary”).  The Employee’s Base Salary may be reviewed and further
      increased by the Bank at its discretion, in accordance with the Bank’s
      policies, procedures and practices as they may exist from time to time.
    

    
      2.  Counterparts.  This Amendment No. 2 may be executed
      in counterparts, each of which shall be an original, with the same
      effect as if the signatures affixed thereto were upon the same
      instrument.
    

    
      3.  Effect of Amendment.  Except as amended hereby, the
      Employment Agreement shall remain in full force and effect and is hereby
      ratified and confirmed in all respects by the parties to the Employment
      Agreement.
    

    
      [Signature Page Follows]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ]IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed
      as of the day and year set forth above.
    

    

    


    	
           
        	
          
            EMPLOYEE
          

        
	

        	
           
        
	

        	
           
        
	

        	
          
            /s/ David H. Rupp
          

        
	

        	
          
            David H. Rupp
          

        
	

        	
           
        
	

        	
           
        
	

        	
          
            FOUR OAKS BANK & TRUST COMPANY
          

        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Ayden R. Lee, Jr.
          

        
	

        	
          
            Name: Ayden R. Lee, Jr.,
          

        
	

        	
          
            Title: President and Chief Executive Officer
          

        


    

    
      

      

      

      Signature Page to Amendment No. 2 to Employment Agreement (David H. Rupp)