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                                                                    EXHIBIT 10.2


May 19, 2005



Dear Mr. Bruce:

I am pleased to offer you the full-time position of Corporate Head, Technical
Operations with King Pharmaceuticals, Inc. and the associated
compensation/benefit package as outlined herein. This offer is contingent upon
your successfully passing drug screening, criminal and educational background
checks, and reference checks, and also contingent upon all results being
received in our office prior to the date you start work.

The Corporate Head, Technical Operations is a salaried, exempt position and
reports directly to Brian Markison, President and Chief Executive Officer, King
Pharmaceuticals, Inc. As Corporate Head, Technical Operations you will be
expected to properly perform such duties as may reasonably be assigned to you,
consistent with your title. You agree that you will be bound by all written
Company policies in effect from time to time, including the Code of Conduct.

This position is offered at a starting monthly salary of $31,666.67. Also
included would be a cash signing bonus of $75,000.00, less applicable taxes and
withholding, which you would receive within the two weeks subsequent to your
date of hire, June 13, 2005. This bonus would be paid at the beginning of your
employment with your agreement to repay same to the Company upon your voluntary
separation within one (1) year from your first day of employment.

Also included with this offer is an equity inducement of $300,000.00 in value
which shall be made available in one of three ways as determined by management
and the Compensation and Human Resources Committee of the Board of Directors;
the $300,000.00 of value shall be provided in the form of (1) restricted shares
of King Pharmaceuticals stock; or (2) stock options; or (3) some combination of
(1) and (2) above. Each of these plans is subject to the receipt of approval of
the King Pharmaceuticals, Inc. Incentive Plan by shareholders. Such awards shall
be granted on such other terms and conditions as are generally made applicable
to awards granted to other executives of the Company.

You would be eligible to participate in the Executive Management Incentive Award
("EMIA") and the Long-Term Incentive Award ("LTIA") as approved by the Board of



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Directors for the Corporate Head level. The 2005 Executive Management Incentive
Award payout schedule (as a percentage of base salary) is: Threshold 25%, Target
50%, and Stretch 100%. (Please see enclosed 2005 Executive Management Incentive
Award ("EMIA") for details.) Presently the 2005 Long-Term Incentive Award
instrument includes both qualified and non-qualified stock options, vesting on a
three-year prorated schedule: 1/3 after the first anniversary of the grant date,
1/3 after the second grant date anniversary, and 1/3 after the third anniversary
of the grant date. The grant of any award pursuant to the LTIA is always subject
to changes in the Company's Incentive Plan and the LTIA in place at the time of
such award.

The benefit package with this position includes::

         o        EMPLOYER-PAID FAMILY MEDICAL/HOSPITALIZATION/PHARMACY
                  INSURANCE PLAN;

         o        EMPLOYER-PAID FAMILY DENTAL INSURANCE PLAN;

         o        EMPLOYER-PAID VISION CARE PLAN;

         o        EMPLOYER-PAID SHORT- AND LONG-TERM DISABILITY PLANS;

         o        EMPLOYER-PAID TERM LIFE INSURANCE IN THE AMOUNT OF $500,000;

         o        AN ANNUAL LEAVE PACKAGE CONSISTING OF FIVE WEEKS (25 DAYS)
                  ANNUAL VACATION, SIX (6) SICK LEAVE DAYS, AND TWO (2) PERSONAL
                  DAYS;

         o        TWELVE (12) PAID HOLIDAYS;

         o        A CHILD CARE BENEFIT PROGRAM;

         o        A TUITION REIMBURSEMENT PROGRAM AVAILABLE AFTER ONE FULL YEAR
                  OF SERVICE;

         o        A 401(k) PLAN;

         o        AN ADOPTION BENEFIT;

         o        AN EMPLOYEE ASSISTANCE PROGRAM;

         o        A RELOCATION PACKAGE TO BE DISCUSSED IN A SEPARATE
                  CORRESPONDENCE; AND

         o        PARTICIPATION IN A SEVERANCE PLAN AS DEFINED IN THE KING
                  PHARMACEUTICALS, INC. SEVERANCE PAY PLAN: TIER I, ADOPTED ON
                  MARCH 15, 2005.

* Based on your hire date of June 13, 2005, the paid leave available to you for
the remainder of 2005 is as follows: 13 Vacation Days, 3 Sick Leave Days, and 2
Personal Business Days.

Employee eligibility for each plan is based on the plan's individual
requirements. Benefits will be added or adjusted as necessary to reflect the
particular benefit package appropriate at the Corporate Head level.

It is the practice of the Company to reimburse reasonable business expenses
which have a clear business purpose and which are incurred in the performance of
an employee's job duties. Pursuant to applicable Company policy, such business
expenses must be properly approved and reported, and supported by required
receipts.

As with all our employees, your employment will be on an at-will basis, meaning
that should you accept this offer and then change your mind, you may terminate
your employment at any time, as can the Company. By accepting such an offer of
employment, you would be consenting to Tennessee being the appropriate legal
venue for resolving any employment disputes.



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The enclosed packet of materials contains important information about our
company and its benefits, and it is important that you take time to complete all
the necessary paperwork prior to your start date. ADDITIONALLY, IT IS NECESSARY
FOR YOU TO COMPLETE THE DRUG SCREEN PRIOR TO STARTING WORK. WE CANNOT PERMIT YOU
TO START WORK UNTIL THE DRUG SCREEN RESULTS HAVE BEEN RECEIVED IN OUR OFFICE.

         o        DOCUMENTS TO VERIFY YOUR EMPLOYMENT ELIGIBILITY. Examples of
                  such documents include a U.S. Passport, Certificate of U.S.
                  Citizenship or Naturalization, or a State Driver's License and
                  a Birth Certificate or an original Social Security card.

         o        DATES OF BIRTH AND SOCIAL SECURITY NUMBERS OF anyone who will
                  be listed as a DEPENDENT OR BENEFICIARY on insurance policies.

         o        We encourage all employees to participate in our DIRECT
                  DEPOSIT PROGRAM since this expedites receipt of your pay.
                  Please bring with you a COPY OF A PERSONAL CHECK for the
                  account in which your funds are to be deposited (DEPOSIT SLIPS
                  ARE NOT ACCEPTABLE).

         o        We will also need to verify your legal name on your SOCIAL
                  SECURITY CARD for the Internal Revenue Service with regard to
                  year-end W-2s. If you cannot locate your Social Security card,
                  please contact your local Social Security office and apply for
                  a new or replacement card.

We are glad you are planning to join our Company and encourage you to contact
Mark Millwood at (423) 989-8000 if you have questions about your employment
offer or benefits. Ric, I congratulate and welcome you to the King
Pharmaceuticals family of companies!

Sincerely,

/s/ C. Diane Holbrook
------------------------
C. Diane Holbrook
Executive Vice President
Human Resources

CDH:wdb

Enclosures