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                                                                   EXHIBIT 10(s)

                              SECOND AMENDMENT TO
                         VOLUNTEER CAPITAL CORPORATION
                         EMPLOYEE STOCK OWNERSHIP PLAN



         WHEREAS, effective as of January 1, 1992, Volunteer Capital
Corporation, a Tennessee corporation ("Company"), adopted the Volunteer Capital
Corporation Employee Stock Ownership Plan ("Plan") which was subsequently
amended effective as of January 1, 1992; and

         WHEREAS, certain technical changes to the Plan are required in order
to maintain the Plan in compliance with the Internal Revenue Code as amended by
the Unemployment Compensation Amendments of 1992 and the Omnibus Reconciliation
Act of 1993; and

         WHEREAS, in connection with the Company's request for a determination
letter, the Internal Revenue Service has suggested that the Plan be amended in
certain respects.

         NOW, THEREFORE, effective on January 1, 1992, except as otherwise
indicated, the Company amends its Plan in the following respects:

         1.       Section 2.1(f) is amended to provide as follows:

         (f) Affiliated Company: Any corporation which is a member of a
controlled group of corporations of which an Adopting Company is a member, or
any unincorporated trade or business which is under the common control of or
with any Adopting Company, or any affiliated service group of which an Adopting
Company is a member, which are required to be aggregated with Employer under
Section 414(b), (c), (m) or (o) of the Code.


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         2.       Effective January 1, 1994, Section 2.1(r) is amended to
provide as follows:

         (r) Compensation: The total of all amounts paid for employment by the
Employer to or for the benefit of a Participant during the Plan Year (as shown
on the Form W-2 filed for federal income tax purposes), such as salary, bonus,
wage, commission, and overtime payments. Compensation shall not include any of
the following (even if includible in gross income):

                                    (i) reimbursements or other expense
                           allowances and moving expenses (including indemnity
                           payments for loss on sale of an Employee's home);

                                    (ii) fringe benefits (cash and non-cash),
                           deferred compensation and welfare benefits; and

                                    (iii) salary reduction contributions or
                           other elective deferrals under the Flexible Benefit
                           Plan or any other plan pursuant to Section 125 of
                           the Code.

         Notwithstanding the foregoing, Compensation shall include any salary
         reduction or other elective deferrals to the Savings Incentive Plan or
         any other plan pursuant to Section 401(k) of the Code.

                  Compensation in excess of the first $200,000 (as adjusted
         from time to time pursuant to Section 415(d) of the Code) for any
         Employee shall not be taken into account. Effective for Plan Years
         commencing after December 31, 1993, Compensation in excess of the
         first $150,000 (as adjusted from time to time pursuant to Section
         401(a)(17)(B) of the Code) for any Employee shall not be taken into
         account. For purposes of this limit, the compensation of each Family
         Member (restricted to the spouse or lineal descendant under the age of
         19) of a Participant who is a 5-Percent Owner or who is a Highly
         Compensated Employee and one of the ten most highly paid employees for
         the Plan Year shall be combined with the Compensation of such
         5-Percent Owner or Highly Compensated Employee.


         3.       Section 2.1(bbb) is amended to provide as follows:

                           (bbb) Year of Eligibility Service: A twelve
                  consecutive-month period in which an Employee has completed
                  1,000 Hours of Service. The initial computation period shall
                  be measured from the date employment commenced and subsequent
                  computation periods shall be based on the Plan Year beginning
                  with the Plan


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                  Year which includes the first anniversary of the date
                  employment commenced.

                           In the case of an Employee who, under the Plan, does
                  not have any nonforfeitable right to an accrued benefit,
                  Years of Eligibility Service before any period of consecutive
                  one-year Breaks in Service shall not be taken into account if
                  the number of consecutive Breaks in Service equals or exceeds
                  the greater of five (5) or the number of such Years of
                  Eligibility Service prior to the period of consecutive Breaks
                  in Service.

                           Years of Eligibility Service prior to January 1,
                  1992 shall be taken into account.


         4.       Section 2.1(ccc) is amended to provide as follows:

                           (ccc)  Year of Vesting Service.  A Plan Year in
                  which an Employee has completed 1,000 Hours of Service,
                  except:

                                    (1) In the case of any Employee who has
                           five consecutive one-year Breaks in Service, Years
                           of Vesting Service after such consecutive Breaks in
                           Service shall not be taken into account for purposes
                           of determining the nonforfeitable percentage of his
                           Account as it existed prior to the period of
                           consecutive Breaks in Service.

                                    (2) In the case of an Employee who, under
                           the Plan, does not have any nonforfeitable right to
                           an accrued benefit, Years of Vesting Service before
                           any period of consecutive one-year Breaks in Service
                           shall not be taken into account if the number of
                           consecutive Breaks in Service equals or exceeds the
                           greater of five (5) or the number of such Years of
                           Vesting Service prior to the period of consecutive
                           Breaks in Service.

                           Years of Vesting Service prior to January 1, 1987,
                  shall be excluded without exception. Years of Vesting Service
                  as of December 31, 1991 shall be determined based on the
                  number of calendar years commencing on January 1, 1987 and
                  anniversaries thereof during which the Employee was credited
                  with at least one Hour of Service. Such determination shall
                  be made in accordance with paragraphs 1 and 2 of this Section
                  2.1(ccc). For all Employees, regardless of their hire date,
                  all Years of Vesting Service commencing on or after January
                  1, 1992, shall be determined under the


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                  foregoing rules of this Section 2.1(ccc) excluding this
                  last paragraph.

         5.       Effective January 1, 1993, Section 2.1 (ddd) is added to
provide as follows:

                  (ddd)  Direct Rollover:  A Direct Rollover is a payment by the
                  Plan to the Eligible Retirement Plan specified by the
                  Distributee.

         6.       Effective January 1, 1993, Section 2.1 (eee) is added to
provide as follows:

                  (eee) Distributee: A Distributee includes a Participant and
         Former Participant. In addition, the Participant's surviving spouse
         and the Participant's spouse or former spouse who is the alternate
         payee under a qualified domestic relations order, as defined in
         Section 414(p) of the Code, are Distributees with regard to the
         interest of the spouse or former spouse.

         7.       Effective January 1, 1993, Section 2.1 (fff) is added to
provide as follows:

                  (fff)  Eligible Retirement Plan:  Any of the following:

                           (i) an individual retirement account as described
                  in Code Section 408(a),

                           (ii) an individual retirement annuity as described in
                  Code Section 408(b),

                           (iii)  an annuity plan as described in Code Section
                  403(a), or

                           (iv) a qualified trust as describe in Code Section
                  401(a) which is exempt from tax under Code Section 501(a) and
                  which accepts Eligible Rollover Distributions; provided,
                  however, that in the case of an Eligible Rollover
                  Distribution to the surviving spouse, an Eligible Retirement
                  Plan is an individual retirement account or individual
                  retirement annuity.

         8.       Effective January 1, 1993, Section 2.1 (ggg) is added to
provide as follows:

            (ggg)  Eligible Rollover Distribution:  Any distribution
         of all or any portion of the balance to the credit of the Distributee,
         except that an Eligible Rollover Distribution does not include any of
         the following:


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                           (i) any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) over the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies)
                  of the Distributee and the Distributee's designated
                  Beneficiary,

                           (ii) a distribution over a period certain of ten
                  years or more,

                           (iii) a distribution to the extent such distribution
                  is required under Code Section 401(a)(9) for Participants who
                  have attained age 70-1/2, or

                           (iv) the portion of any distribution that is not
                  includible in gross income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  Employer securities).


         9.       Section 4.3(b) is amended to provide as follows:

                  (b)      After termination of employment with Employer and
with all Affiliated Companies (other than for disability, normal retirement,
early retirement, delayed retirement, or death), but no later than the end of
the Plan Year following the Plan Year in which such termination occurs, the
Participant shall be entitled to receive a "cash out" of such Participant's
"vested benefit" as determined pursuant to Section 6.8 provided that such
"vested benefit" is not greater than $10,000. Distribution of a vested benefit
greater than $10,000 shall occur at the time provided in the last paragraph of
this Section 4.3(b). Such cash out of the vested benefit shall not be made in
the absence of written consent thereto by the Participant if the vested benefit
(as determined pursuant to Section 6.8) attributable to Employer contributions
is greater than $3,500. For the sole purpose of determining whether the vested
benefit is less than $3,500 or $10,000, as the case may be, Company Stock in the
Participant's Company Stock Sub-Account shall be valued at its market value on
the first trading date of the Plan Year during which the distribution is
scheduled to occur. A Participant having a vested benefit of zero shall be
deemed to have been cashed out hereunder on the date of his termination of
employment. Upon such a deemed payment, the Participant's nonvested Account
balance shall become a Forfeiture upon the date of the cash out. Such Forfeiture
shall then be allocated to the Accounts of other Participants as provided in
Section 5.2.

         A Participant having a vested benefit of zero who is deemed to receive
a cash out upon termination of employment, and who later resumes employment
covered under the Plan before the last day of the Plan Year in which the
Participant incurs five (5)


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consecutive Breaks in Service commencing after the deemed distribution, shall
have restored the Participant's previous balance in his Account at the time of
the cash out, with no adjustment for Income or other earnings, and all Years of
Service, whether before or after the cash-out date, shall be counted for
purposes of determining the Participant's vested percentage in the restored
Account balance. The number of shares in Company Stock restored to his Company
Stock Sub-Account shall be the number of shares which can be purchased, based
on the market value per share on the date of the deemed repayment, for a sum
equal to the market value of the shares in the Participant's Company Stock
Sub-Account on the date of the deemed cash out.

         Forfeitures which have become available for allocation during the Plan
Year in which a deemed repayment occurs shall first be allocated to the extent
required to restore the Participant's previously nonvested Account balance in
full, and any remaining Forfeitures shall be allocated as provided in Section
5.2. If available Forfeitures are insufficient to restore the Participant's
previously nonvested Account balance, the difference shall be provided by a
special Employer contribution. The foregoing special contribution and
allocation of Forfeitures shall not be considered as part of the annual
Addition for that Participant in connection with the limitations of Section 5.3
hereof.

         If a distribution is not made at the time specified in the first
paragraph of this Section 4.3(b) because the Participant's vested benefit is
greater than $10,000, as determined by reference to the market value of the
Company Stock on the first trading date of the Plan Year during which the
distribution would have been made if the vested benefit had been less than
$10,000, the Participant shall be entitled to elect to receive a distribution
of his vested benefit during the third Plan Year following the Plan Year during
which he terminated employment with Employer and with all Affiliated Companies.


         10. Section 5.2(e) is amended to provide as follows:

                  (e) Financed Shares. Company Stock acquired by the Trust
through an Acquisition Loan ("Financed Shares") shall be held in the Loan
Suspense Account, and the total number of shares to be allocated each Plan Year
to the Company Stock Sub-Accounts of Participants shall be determined by
multiplying the total number of shares purchased with the Acquisition Loan (or,
in years subsequent to such purchase, the number of Financed Shares held in the
Loan Suspense Account immediately preceding the date of such allocation) by a
fraction, the numerator of which is the total amount of principal and interest
payments made on the Acquisition Loan by the Trust for the Plan Year and the
denominator of which is the sum of the numerator plus the


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principal and interest payments to be made for all future Plan Years on the
Acquisition Loan. In the discretion of the Committee, the number of shares to
be allocated shall be determined solely with reference to principal payments in
the above formula if (1) the loan provides for payments of principal and
interest at a cumulative rate that is not less rapid at any time than level
annual payment of such amounts for ten (10) years, (2) the disregarded interest
is determined to be interest under standard loan amortization tables, and (3)
the term of the loan does not exceed ten (10) years, whether initially or by
reason of renewal, extension or refinancing of the Acquisition Loan.

                  Financed Shares thus released from the Loan Suspense Account
shall be allocated to the Company Stock Sub-Accounts of those Participants
entitled to share in such allocation under Section 5.2(a) in the following
manner:

                  (1)      First, with respect to Financed Shares released by
                           reason of Employer contributions used to repay the
                           Acquisition Loan, in the manner provided in Section
                           5.2(a); and

                  (2)      Second, with respect to Financed Shares released by
                           reason of the application of dividends on Company
                           Stock, in accordance with the provisions of Section
                           5.2(g).

         If an interim Valuation Date is selected pursuant to Section 6.14, the
foregoing allocation rules shall be applied for the period commencing on
January 1 of that Plan Year and ending on the interim Valuation Date, taking
into account only principal and interest paid on the Acquisition Loan and
Compensation of Participants during that period. A similar allocation shall be
made for the period commencing on the interim Valuation Date and ending on
December 31 of that Plan Year, taking into account only principal and interest
paid on the Acquisition Loan and Compensation of Participants during that
period.


         11.      Section 5.2(g)(3) is amended to provide as follows:

                           (3) No allocation of cash dividends on Company
                  Stock, and no allocation of Financed Shares released from the
                  Loan Suspense Account by reason of such dividends, shall be
                  made to the Account of a Participant for a Plan Year to the
                  extent the Participant receives during that Plan Year a
                  distribution of Company Stock with regard to which the
                  dividends were paid. Any such cash dividends or Financed
                  Shares released from the Loan Suspense Account by reason of
                  such dividends shall be allocated as Income in accordance
                  with Section 5.2(f).


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         12.      Section 5.3 is amended to provide as follows:

         5.3 Maximum Additions: The "annual addition" for any Participant shall
not exceed the amount determined hereunder. For any Participant, annual
addition shall mean, for this Plan, the Additions for that Participant, and for
any other plan in which the Participant participates, annual addition shall
mean the sum of employer contributions, employee contributions and forfeitures
allocated on behalf of the Participant for a Plan Year, which is defined to be
the limitation year. The determination of the annual addition shall be made as
if all defined contribution plans of the Employer and any Affiliated Company
were one plan and any participant contributions to defined benefit plans will
be treated as contributions to defined contribution plans.

         Notwithstanding anything contained herein to the contrary, the total
annual Additions made to the Account of a Participant for any Plan Year shall
not exceed the lesser of the "defined contribution plan dollar limitation" or
25 percent (25%) of the Participant's Section 415 Compensation for such Plan
Year. The "defined contribution plan dollar limitation" shall be the greater of

                  (i)      $30,000 or

                  (ii)     one-fourth of the defined benefit dollar limitation
                           set forth in Section 415(b)(1) of the Code as in
                           effect for the Plan Year.

         If, in any year, as the result of the allocation of Forfeitures, a
reasonable error in estimating a Participant's compensation, or other limited
facts and circumstances, the Additions would exceed the limitation for any
Participant, such excess shall be reallocated to eligible Participants as a
Forfeiture for the Plan Year. If such reallocated Additions cause the
limitation to be exceeded for all Participants, such excess shall be held in a
suspense account. The amounts in such suspense account shall be allocated as of
each Valuation Date until the account is exhausted, the allocation to be
analogous to that provided in Section 5.2(a). Income shall not be allocated to
such suspense account. If a suspense account is in existence at any time during
a particular Plan Year, other than the first Plan Year for which the suspense
account is created, all amounts in the suspense account must be allocated and
reallocated to Participants' Accounts (subject to the limitations of Section
415 of the Code) before any Employer contributions which would constitute
Additions may be made for that Plan Year.

         In addition to this Plan, the Employer maintains the Savings Incentive
Plan with a limitation year corresponding to the Plan Year. If a Participant is
also a participant in the Savings Incentive Plan, the limitation upon the
annual additions which may otherwise be credited to his Savings Incentive Plan
account shall be first reduced by the total Additions, for the Plan Year


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credited to such Participant's Account under this Plan, and the Additions to
this Plan shall not be reduced by reason of any annual additions to the Savings
Incentive Plan.


         13.     Section 5.4 is amended to provide as follows:

         5.4 Allocation of Top-Heavy Special Contribution to Provide Minimum
Benefits: For Top-Heavy Plan Years, the Employer contributions made pursuant to
Section 4.1 and the special contribution described in Section 4.4 shall first
be allocated to the Account of each Non-Key Employee in an amount sufficient to
provide the Minimum Benefit described by the following test. The sum of
Employer contributions and Forfeitures allocated during the Plan Year to the
Account maintained for each Participant who is a Non-Key Employee shall be at
least as great as a percentage of such Non-Key Employee's Section 415
Compensation. Such percentage shall be equivalent to the highest ratio for a
Key Employee for that Plan Year of

                  (i)      the sum of Employer contributions and Forfeitures
                           allocated to the Account of the Key Employee, to

                  (ii)     the compensation of the Key Employee (restricted to
                           $200,000, or $150,000 after January 1, 1994, as
                           adjusted from time to time pursuant to Section
                           401(a)(17) of the Code); provided, however, that the
                           percentage shall not exceed three percent (3%).

This Minimum Benefit shall be provided in every Top-Heavy Plan Year to all
Participants who are Non-Key Employees and who have not terminated employment
with Employer at the end of the Plan Year.

         The Provisions of this Section 5.4 shall not apply, and no Employer
special contribution pursuant to Section 4.4 shall be required, for any Non-Key
Employee to the extent that such Non- Key Employee is a participant in the
Savings Incentive Plan or another defined contribution plan included with this
Plan in a Required or Permissive Aggregation Group (as those terms are defined
in Section 13.2(c) and (d)) and the Employer has provided an allocation of the
minimum benefit applicable to top-heavy plans in such other defined
contribution plan.


         14.     Section 6.1 is amended to provide as follows:

         6.1 Time for Distribution: Distribution of benefits to a Participant
or Beneficiary shall occur at the date specified in whichever is applicable of
paragraphs (a), (b) or (c), subject to the override provisions of paragraphs
(d), (e), (f) and (g) of this Section 6.1:


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                  (a)      Retirement. Distribution shall occur no later than
         the end of the 60-day period after the close of the Plan Year in which
         a Participant retires on or after his Early Retirement Date or his
         Normal Retirement Date.

                  (b)       Death or Disability. Distribution shall occur no
         later than the end of the 60-day period after the close of the Plan
         Year in which occurs a Participant's Disability Benefit Date or in
         which a Participant terminates employment with the Employer (or a
         Former Participant's employment with an Affiliated Company) by reason
         of his death.

                  (c)      Other Termination. If the Participant's employment
         with Employer and with all Affiliated Companies is terminated other
         than for disability, normal retirement, early retirement, delayed
         retirement or death, distribution shall occur at the time provided in
         Section 4.3(b) for a "cash out" of such Participant's benefits.

                  (d)      Administrative Extension. In the event that due to
         administrative delays it is not possible for the Committee to
         calculate the value of the benefit to be distributed to a Participant
         pursuant to paragraph (a), (b) or (c) above, then distribution shall
         be deferred until such calculation can be made, but may not be
         deferred for a longer time than is prescribed in applicable
         regulations under ERISA or the Code.

                  (e)      Age 70 1/2. Distribution shall occur not later than
         the April 1 next following the calendar year in which a Participant
         attains age 70 1/2, whether or not the Participant remains in the
         employ of the Employer or an Affiliated Company.

                  (f)      Option to Delay. Except for a distribution on account
         of a Participant's death, no distribution whose value exceeds $3,500
         shall be made prior to the Participant's Normal Retirement Date
         without the written consent of the Participant. If the Participant
         fails to consent to such distribution within 90 days of notification
         by the Committee that the distribution is to be made, then
         distribution shall be deferred until the earlier of the Participant's
         death, or Normal Retirement Date.

                  (g)      Normal Retirement Date Override. Subject to any
         election described in paragraph (f), distribution to a Participant
         whose termination of employment has occurred shall commence no later
         than 60 days after the end of the Plan Year in which occurs his Normal
         Retirement Date.

The foregoing paragraphs (d), (e), (f) and (g) are applicable notwithstanding
anything to the contrary contained in paragraphs (a), (b) and (c).



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         The Plan shall give written notice to a Participant or Beneficiary,
eligible for a distribution of benefits pursuant to this Section 6.1. Such
notice shall be given to an eligible Participant or Beneficiary no less than 30
days but no more than 90 days prior to the proposed date of distribution.
Distribution of such benefits, in excess of $3,500, during this period shall
comply with the requirements of Section 4.3(b). However, if the distribution is
one to which Sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than 30 days after such notice provided that the
Committee clearly informs the Participant or Beneficiary that he has a right to
a period of at least 30 days after receiving such notice to consider the
decision of whether or not to elect a distribution and that the Participant or
Beneficiary, after receiving such notice, affirmatively elects a distribution.


         15.      Section 6.8(b) is amended to provide as follows:

         (b)      For a Plan Year for which the Plan is a Top-Heavy Plan, the
percentage shall be as follows:

<TABLE>
<CAPTION>

                                                  Percentage of
         Years of Vesting Service                    Account
         ------------------------                 -------------

         <S>                                      <C>
         fewer than 3                                  0%
         3 or more                                   100%
</TABLE>

         16.      Effective January 1, 1993, Section 6.15 is added to provide as
follows:

         6.15 Direct Rollover: With respect to distributions made after
December 31, 1992, notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this Section 6.15, a
Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover. The Plan provisions otherwise applicable to distributions
continue to apply to this direct Rollover option. The Distributee shall, in the
time and manner prescribed by the Committee, specify the amount to be directly
transferred and the Eligible Retirement Plan to receive the transfer. Any
portion of a distribution which is not transferred shall be distributed to the
Distributee in the form specified in Section 6.11.

         17.      Effective January 1, 1993, Section 9.9 is added to provide the
following:


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         9.9 No Restrictions on Financed Shares. Except as required by the
securities laws or other applicable laws, no Company Stock originally acquired
as Financed Shares shall be subject to a put, call or other option, or
buy-sell, right of first refusal, or similar arrangement while held by and when
distributed from the Plan, whether or not the Plan is then an employee stock
ownership plan as described in Section 4975(e)(7) of the Code.



         IN WITNESS WHEREOF, Volunteer Capital Corporation has caused this

amendment to be executed this 29th day of June, 1994, effective as of the dates

indicated herein, by its duly authorized officers.

                                                  VOLUNTEER CAPITAL CORPORATION


                                                  By:/s/ R. Gregory Lewis
                                                     --------------------------
                                                  Title:Vice-President-Finance


Attest:


/s/ Ruth Ann Tidwell
------------------------------


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