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                                                                    EXHIBIT 10.2

                                 FIRST AMENDMENT
                     TO RETIREMENT AND CONSULTING AGREEMENT

         THIS FIRST AMENDMENT (the "Amendment") to Retirement and Consulting
Agreement between King Pharmaceuticals, Inc. ("Employer") and James R. Lattanzi
("Executive") dated April 1, 2005 (the "Agreement") between Employer and
Executive is dated and effective as of November 4, 2005. All capitalized terms
contained herein that are not defined herein shall have the meaning ascribed to
them in the Agreement.

         WHEREAS, Employer and Executive desire to extend the terms of the
Executive's provision of consulting services under the terms of the Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, and intending to be legally sound hereby, the
parties hereto agree as follows:

         1. Employer shall continue to retain Executive and Executive shall
continue to serve as consultant to Employer during the period beginning on the
earlier to expire of the Initial Period and the Remaining Period (whether upon
the exercise by Employer of its rights under Section 2.01(b)(ii) of the
Agreement or otherwise), and ending six (6) months from the date of such
expiration (the "Extension Period"). During the Extension Period, Executive
shall provide such hours of consulting services as may be requested by Employer
in its discretion, provided that the weekly average hours provided during such
period shall not exceed ten (10) hours. During the Extension Period, Executive
shall assist and advise Employer and its employees with respect to matters in
which Executive was involved or had knowledge from his services as an employee
of Employer. In rendering such consulting services, Executive shall report to
the Chief Executive Officer of Employer (the "CEO") or to such other person as
may be designated from time to time by the CEO. Executive shall perform his
services hereunder (1) primarily at the corporate headquarters of Employer in
Bristol, Tennessee, and at Employer's offices in Princeton, New Jersey, (2) from
time to time, at Employers request, at locations related to litigation or other
legal matters involving or affecting Employer or its affiliates and (3) at such
other locations as may be mutually agreed from time to time by Employer and
Executive. Executive acknowledges that his duties and responsibilities hereunder
will require him to travel on business from time to time, and for such purposes
Employer shall make its corporate aircraft reasonably available to Executive.
Any time spent by Executive in connection with such travel shall be credited
against the consulting services Executive is required to provide during the
Extension Period pursuant to this Amendment. Executive may perform his
consulting services hereunder by telephone or email in appropriate circumstances
reasonably acceptable to Employer. Executive shall serve Employer in good faith
and to the best of Executive's abilities in connection with the performance of
his consulting services hereunder.

         2. Section 2.02 of the Agreement shall be amended as follows: (a)
insert the phrase "(iii) during the Extension Period, $[*****]" in the first
sentence immediately following "$[*****]"; and (b) insert the phrase "and the
Extension Period" in the second sentence immediately following "during the
Initial Period".


Portions of this exhibit were omitted and have been filed separately with the
Securities and Exchange Commission pursuant to an application requesting
confidential treatment; [*] denotes omissions.


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         3. All terms of the Agreement not modified by the terms of this
Amendment shall remain unchanged and apply to the Executive's provision of
consulting services and the Employer's obligation to make payment for such
services during the Extension Period.

         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.



                                         KING PHARMACEUTICALS, INC.

                                         By: /s/ C. Diane Holbrook
                                             ----------------------------------

                                         Title: Exec. Vice President, Human
                                                Resources
                                                -------------------------------

                                         Date: 11/4/05
                                               --------------------------------



                                         JAMES R. LATTANZI

                                         By: James R. Lattanzi
                                             ----------------------------------

                                         Date: 11/4/05
                                               --------------------------------





Portions of this exhibit were omitted and have been filed separately with the
Securities and Exchange Commission pursuant to an application requesting
confidential treatment; [*] denotes omissions.