CAROLINA FIRST CORP, DEF 14A, 2000-03-15

CAROLINA FIRST CORP
DEF 14A, 2000-03-15
STATE COMMERCIAL BANKS

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PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material under Rule 14a-12

Carolina First Corporation
-------------------------------------
(Name of Registrant as Specified in its Charter)

William S. Hummers III
-------------------------------
(Name of Person Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:________________
(2) Aggregate number of securities to which transaction
applies:________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):______________________________________
(4) Proposed maximum aggregate value of transaction:
________________________
(5) Total Fee Paid:_______________________________________________

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________
(2) Form, Schedule or Registration Statement No.: ________________
(3) Filing Party: ________________________________________________
(4) Date Filed: __________________________________________________

<PAGE>
CAROLINA FIRST CORPORATION

102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601

March 15, 2000

Dear Shareholder:

On behalf of the Board of Directors, I am pleased to invite you to
attend the Annual Meeting of Shareholders of Carolina First Corporation to be
held in the Gunter Theatre, Peace Center for the Performing Arts, 300 South Main
Street, Greenville, South Carolina, on Wednesday, April 19, 2000 at 10:30 a.m.

The attached Notice of the Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Annual Meeting. During the Annual
Meeting, we will report on the operations of Carolina First Corporation and its
subsidiaries. Directors and officers of Carolina First Corporation and its
subsidiaries, as well as representatives of KPMG LLP, our independent auditors,
will be present to respond to any questions shareholders may have.

To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card as soon as possible, even
if you currently plan to attend the Annual Meeting. This will not prevent you
from voting in person, but will ensure that your vote will be counted if you are
unable to attend.

Sincerely,

Mack I. Whittle, Jr.
President and Chief Executive Officer

<PAGE>

CAROLINA FIRST CORPORATION

102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7900

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2000

To the Shareholders of Carolina First Corporation:

The Annual Meeting of Shareholders (the "Annual Meeting") of Carolina
First Corporation (the "Company") will be held on April 19, 2000 at 10:30 a.m.,
Greenville time, in the Gunter Theatre, Peace Center for the Performing Arts,
300 South Main Street, Greenville, South Carolina for the following purposes:

1. To amend the Company's Articles of Incorporation to change its
name to The South Financial Group, Inc.

2. To set the number of Directors at 12 and to elect four Directors
to hold office until their respective terms expire or until their
successors are duly elected and qualified.

3. To approve the Company's Amended and Restated Fortune 50 Plan.

4. To amend the Company's Amended and Restated Stock Option Plan to
increase the shares available for issuance by 1,000,000;

5. To amend the Company's Amended Common Stock Dividend Reinvestment
Plan to increase the shares available for issuance by 150,000; and

6. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 1, 2000
will be entitled to vote at the Annual Meeting.

By Order of the Board of Directors,

William S. Hummers III
Secretary
Greenville, South Carolina
March 15, 2000

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE POSTAGE-PAID
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU WISH, YOU
MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING.

<PAGE>

CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601

----------------------
PROXY STATEMENT
----------------------

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 19, 2000

This Notice of Annual Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to the shareholders of Carolina First
Corporation ("Carolina First") in connection with a solicitation of proxies by
the Company's Board of Directors. This solicitation is being made in connection
with the Annual Meeting of Shareholders (the "Annual Meeting") to be held in the
Gunter Theatre, Peace Center for the Performing Arts, 300 South Main Street,
Greenville, South Carolina at 10:30 a.m. on April 19, 2000. These Proxy
Materials are being mailed on approximately March 15, 2000.

WHO IS ENTITLED TO VOTE; OTHER VOTING MATTERS

Shareholders of record as of the close of business on March 1, 2000 of
the Company's $1.00 par value per share common stock ("Common Stock") will be
entitled to vote at the Annual Meeting. At the close of business on that day,
25,402,587 shares of Common Stock were outstanding. Holders of Common Stock are
entitled to one vote per share on each matter presented at the Annual Meeting.
Shares of Common Stock may be voted in person or by proxy. The presence, either
in person or by proxy, of holders of shares representing a majority of the
outstanding Common Stock on March 1, 2000 is necessary to constitute a quorum at
the Annual Meeting. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting. In connection with the
election of directors, abstentions and broker non-votes are not counted in
determining the votes cast for directors. For the amendment of the Company's
articles of incorporation, abstentions and broker non-votes are counted as votes
against the proposal For all other proposals, abstentions and broker non-votes
are not counted as positive votes. Shareholders do not have cumulative voting
rights with respect to the election of directors.

AVAILABILITY OF VOTING BY PROXY; REVOCABILITY OF PROXIES

Shares represented by a properly executed proxy (such as the form of
proxy included with these Proxy Materials) will be voted in accordance with the
instructions on such proxy. If a returned proxy does not specify otherwise, the
shares represented thereby will be voted in favor of all proposals set forth
herein. Proxies may be revoked at any time prior to their being voted at the
Annual Meeting by oral or written notice to William S. Hummers III at Carolina
First Corporation, 102 South Main Street, Greenville, South Carolina 29601,
(864) 255-7913 or by execution and delivery of a subsequent proxy or by
attendance and voting in person at the Annual Meeting.

SOLICITATION OF PROXIES

This proxy solicitation is made by the Company, and it will bear the
cost associated with this solicitation, including the cost of preparing,
handling, printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. However, the Company has also engaged
the firm of Georgeson Shareholder Communications, Inc. ("Georgeson") as proxy
solicitors to assist the Company in this proxy solicitation. Employees of
Georgeson may contact shareholders by mail, by telephone or through personal
solicitation. The Company expects to pay Georgeson approximately $8,500 in
connection with such services. Proxies may also be solicited by telephone or
through personal solicitation conducted by regular

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<PAGE>

employees of the Company. Employees and officers will be reimbursed for the
actual out-of-pocket expenses incurred in connection with such solicitation.
Banks, brokers and other custodians are requested to forward these Proxy
Materials to their customers where appropriate, and the Company will reimburse
such banks, brokers and custodians for their reasonable out-of-pocket expenses
incurred in sending these Proxy Materials to beneficial owners of the shares.

PROPOSAL TO CHANGE THE COMPANY'S NAME TO
THE SOUTH FINANCIAL GROUP, INC.
(ITEM 1 ON THE PROXY)

REASONS FOR NAME CHANGE AND VOTE REQUIRED

The Company was created in 1986 with the mission of offering the
highest level of banking and financial services within South Carolina. Over the
past 13 years, it has fulfilled that mission, and in doing so, has grown to over
$3.5 billion in assets. In 1999, the Company expanded its operations into
Florida, and assuming its proposed acquisition of Anchor Financial Corporation
is consummated, it will soon have operations in North Carolina.

In view of this geographic expansion, the Company has determined that
its name should reflect its broader geographic base of operations. The Company
also believes that its name should reflect the changing reality of financial
institutions--that they are providing not just banking services, but a variety
of financial products, including insurance and securities-related services. With
this in mind, the Company proposes to rename itself "The South Financial Group,
Inc." This is a name that reflects the broader geographic focus of the Company.
Furthermore, "Financial Group" is thought to suggest the provision of a wide
variety of financial services that will characterize successful financial
institutions in the future.

This name change requires that the Company's Articles of Incorporation
be amended. Such amendment requires the approval of the holders of two-thirds of
the outstanding shares of Common Stock. Abstentions and broker non-votes will be
treated as votes against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT CHANGING THE NAME OF
THE COMPANY.

ELECTION OF DIRECTORS
(ITEM 2 ON THE PROXY)

GENERAL INFORMATION REGARDING ELECTION OF DIRECTORS

The number of directors is determined by the shareholders, but may be
amended by the Board of Directors between annual meetings to the extent
permitted by South Carolina law. The Board is currently comprised of 13 persons.
However, Vernon E. Merchant (presently a Company director) is not standing for
reelection pursuant to applicable provisions in the Company's Bylaws regarding
age of directors. Accordingly, management proposes to set the number of Company
directors at 12 persons.

The Board of Directors is divided into three classes. At each annual
meeting, the Company's shareholders elect the members of one of the three
classes to three-year terms. At this Annual Meeting, four directors in the class
whose term is expiring at this Annual Meeting are being nominated for election.

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<PAGE>

Directors will be elected by a plurality of votes cast at the Annual
Meeting. Abstentions and broker non-votes with respect to Nominees will not be
considered to be either affirmative or negative votes. Shareholders do not have
cumulative voting rights with respect to the election of directors.

IDENTIFICATION OF NOMINEES

Management proposes to nominate to the Board of Directors the four
persons listed as Nominees in the table below. Each of the Nominees is currently
serving as a Director. If elected, each Nominee will serve until the expiration
of his respective term and until his successor is duly qualified. Unless
authority to vote for one or more Nominees is "WITHHELD," the persons named in
the accompanying Proxy intend to vote FOR the election of these Nominees.
Management believes that all such Nominees will be available and able to serve
as Directors. However, should any Nominee become unable to accept election, the
person named in the Proxy intends to vote for the election of such other persons
as management may recommend.

The following table sets forth the names and ages of the Nominees for
Directors and the Directors continuing in office, the positions and offices with
the Company held by each such person, and the period that each such person has
served as a Director.
<TABLE>
<CAPTION>
NAME AGE POSITION OR OFFICE WITH THE COMPANY DIRECTOR SINCE

NOMINEES FOR DIRECTOR (FOR TERMS EXPIRING IN 2003)
<S> <C> <C>
M. Dexter Hagy 55 Director 1993
H. Earle Russell, Jr. 58 Director 1997
William R. Timmons, Jr. 76 Chairman of the Board of Directors 1986
Samuel H. Vickers 64 Director 1999

DIRECTORS CONTINUING IN OFFICE (FOR TERMS EXPIRING IN 2001)
Judd B. Farr 74 Director 1994
C. Claymon Grimes, Jr. 77 Director 1990
Elizabeth P. Stall 68 Director 1986
David C. Wakefield III 56 Director 1997

(FOR TERMS EXPIRING IN 2002)
William S. Hummers III 54 Executive Vice President, Secretary 1990
Charles B. Schooler 71 Director 1990
Eugene E. Stone IV 61 Director 1996
Mack I. Whittle, Jr. 51 President, Chief Executive Officer 1986
</TABLE>

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOUR NOMINEES FOR DIRECTOR.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held eight meetings in 1999. No Director attended less than 75%
of the aggregate of these board meetings and meetings for committees on which
such Director served.

The Board has an Audit Committee which reviews the audit plan, the
results of the audit engagement of the Company's accountants, the scope and
results of the Company's procedures for internal auditing and internal control,
and the internal audit reports of the Company's subsidiaries. The Audit
Committee was responsible for reviewing the Company's Year 2000 issues. The
Audit Committee is currently comprised of Mr. Grimes, Dr. Russell, Dr. Schooler
and Mr. Vickers. The Audit Committee met three times during 1999. All current
members were present at each of the meetings.

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<PAGE>

The Board has a Compensation Committee which reviews the Company's
compensation policies and makes recommendations regarding senior management
compensation. Its report is set forth herein. The Compensation Committee is
currently comprised of Mr. Farr, Mr. Hagy, Ms. Stall and Mr. Stone. The
Compensation Committee met three times during 1999. All members were present at
all meetings. No members of the Compensation Committee are officers or employees
of the Company or its subsidiaries.

The Board has a Nominating Committee comprised of Mr. Hagy, Ms. Stall,
Mr. Timmons and Mr. Whittle. The Nominating Committee did not meet in 1999. The
Nominating Committee will consider nominees recommended by security holders. Any
such recommendations should be made in writing and delivered to the Company's
principal offices before December 1 of each year.

EXECUTIVE OFFICERS

The Company's executive officers are appointed by the Board of Directors
and serve at the pleasure of the Board. The following persons serve as executive
officers of the Company.
<TABLE>
<CAPTION>
NAME AGE COMPANY OFFICES CURRENTLY HELD COMPANY OFFICER SINCE
<S> <C> <C>
Mack I. Whittle, Jr. 51 President and Chief Executive Officer 1986
William S. Hummers III 54 Executive Vice President, Secretary 1988
James W. Terry, Jr. 52 President of Carolina First Bank 1991
John C. DuBose 48 Executive Vice President 1998
Michael W. Sperry 54 Executive Vice President 1998
William J. Moore 65 Executive Vice President 1998
</TABLE>

BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

Mr. DuBose joined the Company in December 1998 as Executive Vice
President and Chief Operations Officer/Chief Technology Officer. From 1991 to
1998, Mr. DuBose was Director of Technology Services for Barnett Bank in
Jacksonville, Florida.

Mr. Farr is the owner and President of Greenco Beverage, Inc., a
distributorship headquartered in Greenville, South Carolina. Mr. Farr has served
as President since the opening of Greenco Beverage, Inc. in 1965.

Mr. Grimes is an attorney in private practice in Georgetown, South
Carolina.

Mr. Hagy is a principal of Vaxa Capital Management, LLC, an investment
management firm formed in 1995, and President of Vaxa Corporation, an investment
holding company formed in 1987, located in Greenville, South Carolina. Since
January 1996, Mr. Hagy has been Chairman and Chief Executive Officer of BPM
Technology, Inc., a development stage producer of printing equipment used in
engineering design offices.

Mr. Hummers joined the Company in June 1988 in his present capacity. He
is also a director of World Acceptance Corporation.

Mr. Moore joined the Company in July 1998 as Executive Vice President.
In December 1995, he retired from his position as Senior Vice President for Sun
Trust Banks, Inc. where he also served as President and Chief Executive Officer
of SunTrust Bank Cards, N.A., a special purpose credit card bank. Upon

4
<PAGE>

retirement, Mr. Moore formed a private consulting practice which was terminated
upon his employment with the Company.

Dr. Russell is a surgeon in Greenville, South Carolina.

Dr. Schooler is an optometrist in Georgetown, South Carolina.

Mr. Sperry joined the Company in November 1998 as Executive Vice
President and Chief Credit Officer. From 1990 to 1995, Mr. Sperry was Executive
Vice President and Chief Credit Officer of Southern National Corporation in
Winston-Salem, North Carolina. From 1996 to 1998, he was Senior Executive Vice
President and Manager of Commercial Loan Administration for BB&T Corporation in
Winston-Salem, North Carolina.

Ms. Stall is a private investor and community volunteer in Greenville,
South Carolina.

Mr. Stone currently serves as CEO of Stone International, LLC. He
formerly served as Chairman of Umbro International, Inc. (formerly known as
Stone Manufacturing). Mr. Stone is a director of the Liberty Corporation.

Mr. Terry has served as the President and a Director of Carolina First
Bank since 1991. From 1986 to 1991, Mr. Terry was Senior Vice President and
Regional Executive for First Union National Bank of South Carolina in
Greenville, South Carolina.

Mr. Timmons is Chairman of Canal Insurance Company, a nationwide
insurer of commercial motor vehicles ("Canal"). From 1947 until 1993, Mr.
Timmons served as Canal's First Vice President and Secretary.

Mr. Vickers is Chairman and CEO of Design Containers, Inc., a packaging
system manufacturer located in Jacksonville, Florida. Mr. Vickers has served as
Chairman since 1973.

Mr. Wakefield is President of Wakefield Enterprises, LLC, a real estate
development company, since 1998. From November 1997 to December 1998, Mr.
Wakefield served as an independent consultant to the Company following the
Company's acquisition of First Southeast Financial Corporation ("First
Southeast"). Mr. Wakefield was President and Chief Executive Officer of First
Southeast since its formation in 1993 and President and Chief Executive Officer
of First Federal Savings and Loan Association of Anderson, a subsidiary of First
Southeast, since 1991.

Mr. Whittle has been President and CEO of the Company since its
organization in 1986. From 1986 until 1991, Mr. Whittle also served as President
of Carolina First Bank and is currently Chairman and Chief Executive Officer of
Carolina First Bank. Mr. Whittle is a director of Net.B@nk, Inc.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION OF DIRECTORS

During 1999, each non-officer Director's total compensation was valued
at $30,000, assuming that the Director attended all meetings. Meeting fees were
$500 for each Board of Directors' meeting and committee meeting attended. In
2000, fees for committee chairmen were increased to $1,000 per meeting. A total
of 60% of each Company Director's total compensation was paid in the form of
options to purchase Common Stock, which was valued based on the Black-Scholes
valuation method. The balance was paid in cash.

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<PAGE>

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth information concerning all compensation
paid by the Company and its subsidiaries during the fiscal years ended December
31, 1999, 1998 and 1997, to the Company's CEO and to each of the four most
highly compensated executive officers other than the CEO (collectively the
"Named Executive Officers") for services rendered in all capacities to the
Company and its subsidiaries. For purposes of the table, all bonus and incentive
plan award amounts listed for a particular year (including annual bonus
compensation and Long Term Compensation payments) were actually paid in February
of the following year. For example, the restricted stock awards for 1999 were
made in February 2000, but are listed as 1999 compensation, because the awards
were earned as of December 31, 1999.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------------------
Annual Compensation Awards Payouts
----------------------- ----------------------- ----------------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compen- Awards Options/ Payouts Compensation
Principal Position Year ($) ($) sation ($) SARs (#) ($) ($)
------------------ ---- ------- ------- ------- ----------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 1999 346,600 ---- (1) 293,825 (2) 34,475 81,170 99,650 (3)
President, Chief Executive 1998 325,382 205,440 (1) ---- 83,581 -- 65,467
Officer 1997 298,330 177,436 (1) 73,336 72,583 73,343 50,872

William S. Hummers III 1999 212,260 ---- (1) 89,425 (4) 10,700 24,704 54,400 (5)
Executive Vice President 1998 192,550 120,430 (1) -- 31,889 -- 56,967
1997 181,900 105,147 (1) 43,473 51,836 43,473 59,316

James W. Terry, Jr. 1999 203,280 ---- (1) 89,425 (6) 10,700 24,704 37,700 (7)
President 1998 191,600 79,249 (1) -- 10,969 -- 29,467
Carolina First Bank 1997 186,585 92,782 (1) 35,991 36,672 35,989 30,732

John C. DuBose 1999 208,380 ---- (1) 89,425 (8) 10,700 24,704 31,900 (9)
Executive Vice President 1998 65,000 ---- (1) -- 25,000 -- ----
1997 ---- ---- ---- ---- ---- ---- ----

Michael W. Sperry 1999 159,166 ---- (1) 89,245 (10) 10,970 24,704 11,900 (11)
Executive Vice President 1998 21,667 7,498 (1) -- 13,000 ---- ----
1997 ---- ---- ---- ---- ---- ---- ----
</TABLE>

- -------------------------------
(1) Certain amounts may have been expended by the Company which may have had
value as a personal benefit to the executive officer. However, the total
value of such benefits did not exceed the lesser of $50,000 or 10% of the
annual salary and bonus of such executive officer.

(2) At December 31, 1999, Mr. Whittle held a total of 1,140 shares of
restricted stock awarded pursuant to the Restricted Stock Plan and had
earned 16,100 shares pursuant to the LTIP Plan having an aggregate market
value as of December 31, 1999 of $314,630. Dividends are payable on the
restricted stock to the extent paid on the Company's Common Stock
generally.

(3) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Whittle to match fiscal 1999
pre-tax deferral contributions, all of which was vested, (ii) $2,300
contributed to the Company's Employee Stock Ownership Plan (the "ESOP"),
and (iii) $87,750 in premiums paid by the Company on behalf of Mr.
Whittle with respect to insurance not generally available to all Company
employees.

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<PAGE>

(4) At December 31, 1999, Mr. Hummers held a total of 674 shares of
restricted stock awarded pursuant to the Restricted Stock Plan and had
earned 4,900 shares pursuant to the LTIP Plan having an aggregate market
value as of December 31, 1999 of $101,725. Dividends are payable on the
restricted stock to the extent paid on the Company's Common Stock
generally.

(5) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Hummers to match fiscal 1999
pre-tax deferral contributions, all of which was vested, (ii) $2,300
contributed to the ESOP, and (iii) $42,500 in premiums paid by the
Company on behalf of Mr. Hummers with respect to insurance not generally
available to all Company employees.

(6) At December 31, 1999, Mr. Terry held a total of 558 shares of restricted
stock awarded pursuant to the Restricted Stock Plan and had earned 4,900
shares pursuant to the LTIP Plan having an aggregate market value as of
December 31, 1999 of $99,608. Dividends are payable on the restricted
stock to the extent paid on the Company's Common Stock generally.

(7) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Terry to match fiscal 1999
pre-tax deferral contributions, of which all was vested, (ii) $2,300
contributed to the ESOP, and (iii) $25,800 in premiums paid by the
Company on behalf of Mr. Terry with respect to insurance not generally
available to all Company employees.

(8) At December 31, 1999, Mr. DuBose had earned 4,900 shares of restricted
stock pursuant to the LTIP Plan having an aggregate market value as of
December 31, 1999 of $89,425. Dividends are payable on the restricted
stock to the extent paid on the Company's Common Stock generally.

(9) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. DuBose to match fiscal 1999
pre-tax deferral contributions, of which 20% was vested, (ii) $2,300
contributed to the ESOP, and (iii) $20,000 in premiums paid by the
Company on behalf of Mr. DuBose with respect to insurance not generally
available to all Company employees.

(10) At December 31, 1999, Mr. Sperry had earned 4,900 shares pursuant to the
LTIP Plan having an aggregate market value as of December 31, 1999 of
$89,425. Dividends are payable on the restricted stock to the extent paid
on the Company's Common Stock generally.

(11) This amount is comprised of (i) $9,600 contributed to the Company's
401(k) Plan by the Company on behalf of Mr. Sperry to match fiscal 1999
pre-tax deferral contributions, 20% of which was vested and (ii) $2,300
contributed to the ESOP.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors, which is composed
solely of non-officer directors, works with Company management in establishing
the underlying philosophy and principles of the Company's compensation system.
These principles and philosophy are then reviewed and approved by the full Board
of Directors. This Report discusses the philosophy, principles, and policies
underlying the Company's compensation programs that were in effect during 1999
and which will be applicable in 2000.

OUR GUIDING PRINCIPLES

The Compensation Committee of Carolina First is committed to
administering a compensation program that espouses the company's values, drives
corporate results and supports the Long and Short Range goals of the Company.
Our compensation philosophy is therefore grounded by three principles -- TIE PAY
TO PERFORMANCE, ALIGN EXECUTIVE AND SHAREHOLDER INTERESTS, AND CHALLENGE
EXECUTIVES THROUGH "STRETCH GOALS". This program is intended to result in
competitive compensation packages, which we believe will attract and retain the
talent needed to generate outstanding company performance.

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<PAGE>

TIE PAY TO PERFORMANCE

We believe that strong performance deserves higher pay than average
performance, and this principle is reflected by Carolina First's fixed and
variable compensation programs to executives. Fixed compensation is in the form
of base salaries, which are targeted at the median of national financial
services market surveys.

Variable compensation is obtained through Carolina First's Short and
Long-Term Incentive Plans. Both plans provide for compensation that can be
earned only by meeting or exceeding pre-determined performance goals. These
plans provide the necessary balance between meeting current performance
objectives, while simultaneously building a foundation for long-term success.
While on average 60% of executive pay is variable, the actual amount of
incentive pay is subject to performance.

ALIGN EXECUTIVE AND SHAREHOLDER INTERESTS

The Compensation Committee believes that one of the best ways to align
executive and shareholder interest is through stock ownership. Although the
Company does not currently have stock ownership guidelines for executives, the
Company encourages all of its executive officers to hold a significant amount of
Company stock and promotes this goal through the Long-Term incentive programs
where incentives are paid in stock options and performance stock. By holding a
significant ownership stake in the company, executives are placed in the same
position as shareholders - they will only realize value when shareholders
realize value, through stock price appreciation.

CHALLENGE EXECUTIVES THROUGH "STRETCH" GOALS

The Compensation Committee believes that by setting high performance
standards for executives, a high performance culture will develop which will
lead to sustained company achievement. To challenge executives, the incentive
compensation programs emphasize "stretch goals". Both the Short and Long-Term
Incentive Plans focus on reaching and exceeding established performance goals,
which are set by the Compensation Committee and approved by the Board of
Directors. The goals are developed to reflect what the Committee considers will
be superior performance for the Company. In determining performance goals, the
Committee gives significant and careful consideration to the historical and
projected performance of the Company's performance peer group.

SHORT TERM INCENTIVE PLAN

The Short-Term Incentive Plan is designed to reward executives for
performance contributions that have impacted the overall success of the Company
or its operating units during the fiscal year. The Short-Term Incentive Plan is
intended to motivate employees and direct their efforts toward achievement of
key annual performance objectives. The Company focuses on the following areas of
performance:

earnings per share, asset quality (i.e. non-performing assets as a percent of
total loans and net charge-offs as a percent of total loans), certain strategic
incentives (such as average deposits per branch), and leverage (such noninterest
expense less noninterest income as a percent of average assets).

The relative weighting of these measures is customized on an individual
basis to reflect specific roles, responsibilities, and objectives.

The Short-Term Incentive Plan establishes a point system, which
determines cash incentive awards based on the extent to which the Company meets
performance goals. Each goal is considered separately. If one goal falls below
threshold, the other three goals are evaluated on their own merit. The threshold
level of

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<PAGE>

performance is 85% of a particular performance goal. At this level, executives
receive only 35% of the targeted incentive for that goal. Any performance less
than the threshold level will result in no cash incentive. If the Company
achieves 125% of a performance goal, the cash incentive will be 150% of target.

In addition, a corporate profitability modifier allows Short-Term
Incentive Plan awards to be adjusted up or down based on overall corporate
financial performance. The modifier can reduce incentive plan awards if overall
performance falls below expectations or increase awards if overall corporate
performance exceeds expectations.

BEFORE THE FISCAL YEAR BEGINS

As part of the planning process, the Compensation Committee establishes
superior standards of performance consistent with the "stretch-goal" philosophy
of the Committee. A target incentive is created for each eligible executive.
This target ranges from 35% to 50% of base salary, depending on the executive,
if 100% of the performance goals are met.

The Board of Directors approves each of the measures and target
incentives. The Company communicates threshold, target, and superior award
opportunities to each eligible executive officer.

AFTER FISCAL YEAR END

Corporate financial statements are generated, and the Company
determines whether it was successful in achieving its performance measures.

Because of overall earnings performance, no payments were made in 1999
under the Short Term Incentive Plan.

LONG-TERM INCENTIVE PLAN

The primary objective of the Long-Term Incentive Plan is to link a
significant portion of executive compensation to Company performance
achievements over a multi-year period. The Long-Term Incentive Plan focuses on
strategic financial success factors, which are intended to align the interest of
the Company's executives and shareholders. The Long-Term Incentive Plan is
structured with three-year "performance cycles" and consists of two components:
stock options and performance shares. The stock option and performance share
awards provide a long-term incentive opportunity targeted at the top quartile of
the performance peer group. The Long-Term Incentive Plan is structured to
provide 50% of the total award opportunity in stock options and 50% in
performance shares if the target goals are met exactly.

As the situation warrants, the Compensation Committee may consider
additional forms of long-term compensation (e.g., restricted stock, performance
units, direct equity participation in joint ventures, etc.) to appropriately
reward those executives for being entrepreneurial and innovative in creating
value for the Company.

STOCK OPTION ELEMENT

The Long-Term Incentive Plan provides for the grant of stock options
over the three-year performance period. At the beginning of the performance
period the Compensation Committee determines the grant size for each executive.
The number of options granted is based on a number of factors, including
competitive grant practices from national financial services surveys, the
participant's level of responsibility, the ability of the participant to
influence future performance of the Company, and the desired mix of long-term
incentive

9
<PAGE>

vehicles. Each year the executive receives a fixed stock option grant based on
one-third of the executive's total grant (for the performance period). The
exercise price will reflect fair market value at the time of grant. Executives
will only realize value from the options if the share price appreciates during
the option term.

The Company's policy is not to reprice stock options.

PERFORMANCE SHARE ELEMENT

The Compensation Committee also awards shares of common stock to
Long-Term Incentive Plan participants that will be earned only if Company
performance goals are achieved during the three-year performance period. The two
goals for the 1997-1999 performance cycle were based on achieving targeted (1)
average annual total shareholders return ("TSR") during the three-year cycle
versus the performance peer group and (2) cumulative earnings per share for this
cycle.

The number of shares awarded is based on performance achievements. If
Company performance does not reach threshold levels, no performance shares will
be distributed; if only threshold performance is achieved, 25% of the targeted
award will be given. If a superior level of performance is achieved (i.e.,
maximum), 150% of the targeted reward will be given.

Grants of performance shares are made on a biennial basis for
overlapping three-year performance cycles. Therefore, an overlapping 1999-2001
cycle followed the 1997-1999 performance cycle. The Compensation Committee may
establish different performance goals for each cycle. As of year-end 1999, the
Company failed to achieve its 1997-1999 cycle total shareholder return goal and
earning per share goal. As a result, executives received only a portion of the
targeted performance shares.

DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986 stipulates that
publicly held companies are denied a deduction for compensation in excess of
$1,000,000, unless such compensation is performance based. Currently, it is the
Company's policy not to pay compensation in excess of the amount referenced in
Section 162(m). However, in the event the compensation were to exceed this
limit, the Company will review its compensation plans to determine the
appropriateness of changing the compensation plan to comply (so that
compensation payable under such plans remains deductible).

CEO COMPENSATION

Mr. Whittle's 1999 compensation consisted of base salary, cash
incentives, stock options, and certain perquisites (which did not exceed 10% of
base salary and incentives). The Compensation Committee determined Mr. Whittle's
base salary of $310,000 at the beginning of the year. The Committee established
Mr. Whittle's base salary by analyzing compensation levels of other chief
executive officers of comparable size banks based on national financial services
surveys. In addition to base salary, Mr. Whittle received an automobile
allowance of $36,600. Mr. Whittle's cash incentive was determined in accordance
with the Short- Term Plan and was targeted at 50% of base salary if all
performance measures were achieved. Actual performance resulted in Mr. Whittle
receiving no cash incentive.

Compensation Committee: Eugene E. Stone IV, Judd B. Farr, M. Dexter Hagy,
Elizabeth P. Stall

10
<PAGE>

STOCK OPTIONS

The following table sets forth information regarding option grants with
respect to Common Stock made by the Company to the Named Executive Officers
during 1999.

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of % of Total Fair Market
Securities Options Value per Share
Underlying Granted to of Common Exercise
Options Granted Employees Stock at Time Price Expiration Grant Date
Name (#) in 1999 of Grant(1) ($/Sh) Date(2) Valuation
- ---------------------- --------------- ---------- --------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mack I. Whittle, Jr. 34,475 6.42 % $22.340 $22.340 08/18/09 $325,965(3)
William S. Hummers III 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170(3)
James W. Terry, Jr. 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170(3)
John C. DuBose 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170(3)
Michael W. Sperry 10,700 1.99 % $22.340 $22.340 08/18/09 $101,170(3)
270 0.05 % $21.063 $21.063 02/17/09 $ 2,327(4)
</TABLE>

- -------------------------------------
(1) The number shown is the average of the closing bid and ask prices of a
share of Common Stock as quoted on the Nasdaq National Market on the
date of grant.

(2) The plan pursuant to which the options were granted sets forth certain
earlier expiration dates upon the option holder's termination of
employment.

(3) Calculated by using the Black-Scholes option-pricing model with the
following assumptions: dividend yield of 2.50%, expected volatility of
38%, risk-free interest rate of 5.79% and expected lives of 5 years.

(4) Calculated by using the Black-Scholes option-pricing model with the
following assumptions: dividend yield of 2.50%, expected volatility of
38%, risk-free interest rate of 4.95% and expected lives of 5 years.

11
<PAGE>

OPTION EXERCISES

The following table sets forth certain information with respect to
options to purchase shares of Common Stock held by the Named Executive Officers
and as to the number of shares covered by both exercisable and unexercisable
stock options in 1999. Also reported are the values for the "in-the-money"
options which represent the positive spread between the exercise price of any
such existing stock option and the year-end fair market value of the Common
Stock. None of the Named Executive Officers exercised stock options during 1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 1999 Fiscal at 1999 Fiscal
Year-End (#) Year-End ($) (1)
Shares Value --------------------------- -----------------------
Acquired on Realized
Name Exercise(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- --------- ----------------------------- ---------------------------
<S> <C> <C> <C> <C>
Mack I. Whittle, Jr. ----- ----- 62,850 / 139,776 $67,130 / $23,135

William S. Hummers III ----- ----- 39,158 / 62,509 33,874 / 7,296

James W. Terry, Jr. ----- ----- 29,079 / 34,892 24,963 / 4,301

John C. DuBose ----- ----- 25,000 / 10,700 ----- / -----

Michael W. Sperry ----- ----- 2,600 / 21,370 ----- / -----
</TABLE>

- -----------------------------------
(1) The indicated value is based on exercise prices ranging from $14.58 to
$31.26 per share and a per share value of $18.25, which was the closing
market price of a share of the Company's Common Stock on December 31,
1999 as reported by the Nasdaq National Market.

LONG-TERM INCENTIVE PLAN

The following table sets forth information concerning awards made under
the Long-Term Plan.

LONG-TERM INCENTIVE PLAN AWARDS

<TABLE>
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans(2)
-----------------------------------------
Performance Period
Number of Until Maturation Threshold Target Maximum
Name Shares (1) or Payout(2) Shares Shares Shares
- ------------------------ --------- ------------------ --------- ------ -------
<S> <C> <C> <C> <C>
Mack I. Whittle, Jr. 16,100 Two years 3,344 13,375 20,863

William S. Hummers III 4,900 Two years 1,000 4,000 6,000

James W. Terry, Jr. 4,900 Two years 1,000 4,000 6,000

John C. DuBose 4,900 Two years 1,000 4,000 6,000

Michael W. Sperry 4,900 Two years 1,000 4,000 6,000
</TABLE>
- ------------------------------------
(1) Represents restricted stock awards made in 2000 for the cycle ended
December 31, 1999.
(2) For the cycle ended December 31, 2001.

12
<PAGE>

EMPLOYMENT CONTRACTS

The Company has entered into Noncompetition, Severance and Employment
agreements with Mack I. Whittle, Jr., William S. Hummers III, John C. DuBose,
James W. Terry, Jr. and Mack I. Whittle, Jr. and has entered into a Change of
Control Agreement with Michael W. Sperry. The agreements are summarized below.
However, this summary is qualified in its entirety by reference to the
agreements themselves, copies of which may be obtained, without charge, by
written request to the Company at its principal executive offices, Att.: William
S. Hummers III.

MACK I. WHITTLE, JR. AND WILLIAM S. HUMMERS III. Under their
agreements, each executive is given duties and authority typical of similar
executives, and the Company is obligated to pay him an annual salary determined
by the Board, such incentive compensation as may become payable to him under the
Company's Short-Term Incentive Compensation Plan and Long-Term Incentive
Compensation Plan, and certain other typical executive benefits. Mr. Whittle's
agreement has a rolling term of 10 years and extends automatically until Mr.
Whittle turns 55, at which point the term is converted into a fixed term of 10
years. Mr. Hummers's agreement has a rolling term of five years and extends
automatically until Mr. Hummers turns 60, at which point the term is converted
into a fixed term of five years.

Each executive may terminate his agreement if (i) the Company
materially breaches the agreement and fails to cure the breach within 30 days of
notice from him, (ii) there is a Voluntary Termination, or (iii) there is an
Involuntary Termination (clauses (i), (ii) and (iii) being hereinafter referred
to as "Legitimate Executive Reasons"). If the executive terminates his
employment other than for Legitimate Executive Reasons, the Company's
obligations under the agreement cease as of the date of such termination, and
the executive becomes subject to certain noncompetition provisions described
generally below. If the executive terminates his employment as a result of
clauses (i) or (iii) of the Legitimate Executive Reasons, the executive is
entitled to receive a lump sum amount equal to three times his annual
compensation, and he will also be entitled to receive his base salary and other
benefits due him through the termination date. If the executive terminates his
employment pursuant to clause (ii) of the Legitimate Executive Reasons, he is
entitled to receive an amount generally equal to one year's compensation, and he
will also be entitled to receive his base salary and other benefits due him
through the termination date.

"Involuntary Termination" is defined as the executive's termination of
his employment following a change in control (as defined in the agreement) due
to (i) a change in the executive's responsibilities, position or authority, (ii)
a change in the terms or status of the agreement, (iii) a reduction in the
executive's compensation or benefits, (iv) a forced relocation of the executive
outside his area or (v) a significant increase in the executive's travel
requirements. "Voluntary Termination" is defined as the executive's termination
of his employment following a change in control which is not the result of any
of clauses (i) through (v) set forth in the definition of Involuntary
Termination above. The Company may terminate the agreement at any time during
its term (i) for "cause" (as defined in the agreement), (ii) if the executive
becomes disabled (generally unable to perform Company duties on a full-time
basis for six months), (iii) upon the executive's death or (iv) without cause
(clauses (i), (ii) and (iii) being hereinafter referred to as "Legitimate
Company Reasons"). If the Company terminates the executive's employment as a
result of the Legitimate Company Reasons, the Company's obligations under the
agreement cease as of the date of termination, except that if the executive is
terminated for cause after a change in control, then such termination shall be
treated as a Voluntary Termination. If the Company terminates the executive
without cause, he will be entitled to receive immediately as severance a lump
sum payment equal to three times his annual compensation (with the bonus portion
of his compensation calculated as the average of such compensation over the
prior three-year period). In the event of termination by the executive for a
Legitimate Executive Reason, or in the event of termination by the Company other
than for Legitimate Company Reasons, (A) all rights of the executive pursuant to
awards of share grants or options granted by the Company generally become vested
and released from all

13
<PAGE>

conditions and restrictions, and (B) the executive is deemed to be retired and
is credited with Company service for the remaining term of the agreement for the
purposes of the Company's benefit plans.

In the event that the executive's employment is terminated by him as a
result of clauses (i) or (iii) of the Legitimate Executive Reasons or by the
Company without cause, then the executive may not, for a period of five years
following such termination of employment, become employed by any other bank,
thrift, lending or financial institution of any type headquartered or having a
presence in South Carolina, or interfere with or otherwise compete against the
Company or its operations in violation of the provisions set forth in the
agreement. If the covenant not to compete is triggered, the executive will
receive, in addition to any other payments, a total of ten times (in the case of
Mr. Whittle) or five times (in the case of Mr. Hummers) his annual cash
compensation, payable in five annual installments beginning on the first day of
the noncompete period. The agreement also imposes certain confidentiality
obligations on the executive.

JOHN C. DUBOSE. Under his agreement, Mr. DuBose is given duties and
authority typical of similar executives, and the Company is obligated to pay him
an annual salary determined by the Board. In addition, the Board may pay Mr.
DuBose an additional incentive cash bonus pursuant to the Company's Short-Term
Incentive Compensation Plan and such incentive compensation as may become
payable to him under the Company's Long-Term Incentive Compensation Plan and
certain other typical executive benefits. Mr. DuBose's agreement has a rolling
term of one year and extends automatically until either party gives notice to
the other, at which point the term becomes fixed for one year from the date of
the notice.

Mr. DuBose may terminate the agreement within 12 months of a change of
control (as defined in the agreement) if (i) there is a Voluntary Termination,
(ii) the Company materially breaches the agreement and fails to cure the breach
within 30 days of notice from Mr. DuBose, or (iii) he has Good Reason (clauses
(i), (ii) and (iii) being hereinafter referred to as "Legitimate Executive
Reasons"). If Mr. DuBose terminates his employment other than for Legitimate
Executive Reasons, the Company's obligations under the agreement cease as of the
date of such termination. If Mr. DuBose terminates his employment as a result of
clauses (ii) or (iii) of the Legitimate Executive Reasons, Mr. DuBose is
entitled to receive a lump sum amount equal to three times his base salary and
three times his highest annual bonus of the prior three years. In addition, he
will be entitled to ongoing benefits for a year as though he continued to be
employed. If Mr. DuBose terminates his employment pursuant to clause (i) of the
Legitimate Executive Reasons, the Company's obligations to him will terminate on
the date of the termination. "Good Reason" is defined as Mr. DuBose's
termination of his employment following a change in control (as defined in the
agreement) due to (i) a change in Mr. DuBose's responsibilities, position or
authority, (ii) a change in the terms or status of the agreement (including the
rolling one-year term), (iii) a substantial reduction in Mr. DuBose's
compensation or benefits, (iv) a forced relocation of Mr. DuBose outside his
area, (v) a significant increase in Mr. DuBose's travel requirements, or (vi)
Mr. DuBose's determination that as a result of a change of control he is unable
to exercise his authority and responsibilities as contemplated by the agreement.
"Voluntary Termination" is defined as Mr. DuBose's termination of his employment
following a change in control which is not for Good Reason as defined above.

The Company may terminate the agreement at any time during its term (i)
for "cause" (as defined in the agreement), (ii) if Mr. DuBose becomes disabled
(generally unable to perform Company duties on a full-time basis for six months)
or (iii) upon Mr. DuBose's death (clauses (i), (ii) and (iii) being hereinafter
referred to as "Legitimate Company Reasons"). If the Company terminates Mr.
DuBose's employment as a result of the Legitimate Company Reasons, the Company's
obligations under the agreement cease as of the date of termination, except that
if Mr. DuBose is terminated for cause after a change in control, then such
termination shall be treated as a Voluntary Termination. If the Company
terminates Mr. DuBose for any other reason and there has been a change of
control in the prior 12 months, he will be entitled to receive as severance a
lump sum amount equal to his base salary and benefits due him through the
termination date, plus the amount of

14
<PAGE>

his highest bonus for the prior three years (reduced on a pro rata basis), plus
two times his base salary and two times his highest annual bonus of the prior
three years. In addition, he will be entitled to ongoing benefits for a year as
though he continued to be employed. If the Company terminates Mr. DuBose without
a Legitimate Company Reason in the absence of a change of control, Mr. DuBose
will be entitled to receive immediately in a lump sum his salary and bonus for
the remainder of the term of the agreement. In the event of termination by Mr.
DuBose for Good Reasons or if the Company fails to cure a material breach with
30 days of notice from Mr. DuBose, or in the event of termination by the Company
other than for Legitimate Company Reasons, (A) all rights of Mr. DuBose pursuant
to awards of share grants or options granted by the Company generally become
vested and released from all conditions and restrictions, and (B) Mr. DuBose is
deemed to be retired and is credited with Company service for the remaining term
of the agreement for the purposes of the Company's benefit plans. All amounts
paid to Mr. DuBose will be grossed up by the taxes payable by Mr. DuBose in
respect of such amounts.

In the event that Mr. DuBose's employment is terminated before a change
in control by Mr. DuBose voluntarily or by the Company for cause, then Mr.
DuBose may not, for a period of one year following such termination of
employment, become employed by any insured depository institution headquartered
in South Carolina or interfere with or otherwise compete against the Company or
its operations in violation of the provisions set forth in the agreement. The
agreement also imposes certain confidentiality obligations on Mr. DuBose.

JAMES W. TERRY, JR. Under his agreement, Mr. Terry is given duties and
authority typical of similar executives, and the Company is obligated to pay him
an annual salary determined by the Board, such incentive compensation as may
become payable to him under the Company's Short-Term Incentive Compensation Plan
and Long-Term Incentive Compensation Plan, and certain other typical executive
benefits. Mr. Terry's agreement has a rolling term of three years and extends
automatically until either party gives notice to the other, at which point the
term is fixed at three years from the date of notice.

Mr. Terry may terminate the agreement if (i) the Company materially
breaches the agreement and fails to cure the breach within 30 days of notice,
(ii) there is a Voluntary Termination, or (iii) there is an Involuntary
Termination (clauses (i), (ii) and (iii) being hereinafter referred to as
"Legitimate Executive Reasons"). If Mr. Terry terminates his employment other
than for Legitimate Executive Reasons, the Company's obligations under the
agreement cease as of the date of such termination, and Mr. Terry becomes
subject to certain noncompetition provisions described generally below. If Mr.
Terry terminates his employment as a result of clauses (i) or (iii) of the
Legitimate Executive Reasons, Mr. Terry is entitled to receive a lump sum amount
equal to three times his annual compensation and benefits, and he will also be
entitled to receive his base salary and other benefits due him through his
termination date. If Mr. Terry terminates his employment pursuant to clause (ii)
of the Legitimate Executive Reasons, Mr. Terry is entitled to receive an amount
generally equal to one year's compensation and benefits, and he will also be
entitled to receive his base salary and other benefits due him through his
termination date.

"Involuntary Termination" is defined as Mr. Terry's termination of his
employment following a change in control (as defined in the agreement) due to
(i) a change in Mr. Terry's responsibilities, position or authority, (ii) a
change in the terms or status of the agreement, (iii) a reduction in Mr. Terry's
compensation, (iv) a forced relocation of Mr. Terry outside his area, (v) a
significant increase in Mr. Terry's travel requirements, (vi) any attempted
termination for cause that does not comply with substantive and procedural
requirements (set forth in the definition of cause), (vii) the Company's
insolvency or (viii) the Company's breach of the agreement. "Voluntary
Termination" is defined as Mr. Terry's termination of his employment following a
change in control which is not the result of any of clauses (i) through (viii)
set forth in the definition of Involuntary Termination above. The Company may
terminate the agreement at any time during its term (i) for "cause" (as defined
in the agreement), (ii) if Mr. Terry becomes disabled (generally unable to

15
<PAGE>

perform Company duties on a full-time basis for six months) or (iii) upon Mr.
Terry's death (clauses (i), (ii) and (iii) being hereinafter referred to as
"Legitimate Company Reasons"). If the Company terminates Mr. Terry's employment
as a result of the Legitimate Company Reasons, the Company's obligations under
the agreement cease as of the date of termination, except that if Mr. Terry is
terminated for cause after a change in control, then such termination shall be
treated as a Voluntary Termination. If the Company terminates Mr. Terry without
a Legitimate Company Reason and there has been a change of control, he will be
entitled to receive as severance a lump sum payment equal to three times his
annual compensation (with the bonus portion of his compensation calculated as
the average of such compensation over the prior three-year period). If the
Company terminates him without a Legitimate Company Reason in the absence of a
change of control, Mr. Terry will be entitled to receive as severance his
compensation for the remaining term of the agreement. In the event of
termination by Mr. Terry for a Legitimate Executive Reason, or in the event of
termination by the Company other than for Legitimate Company Reasons, (A) all
rights of Mr. Terry pursuant to awards of share grants or options granted by the
Company generally become vested and released from all conditions and
restrictions, and (B) Mr. Terry is deemed to be retired and is credited with
Company service for the remaining term of the agreement for the purposes of the
Company's benefit plans.

In the event that Mr. Terry's employment is terminated before a change
in control voluntarily by Mr. Terry or by the Company for cause, then Mr. Terry
may not, for a period of one year following such termination of employment,
become employed by any insured depository institution which conducts certain
business activities in any city in which the Company has an office or in which
an agent of the Company regularly works, or interfere with or otherwise compete
against the Company or its operations in violation of the provisions set forth
in the agreement. The agreement also imposes certain confidentiality obligations
on Mr. Terry.

MICHAEL W. SPERRY. Pursuant to his change of control agreement, Mr.
Sperry is entitled to certain benefits in the event of a change of control (as
defined in the agreement) of the Company. The agreement extends to November 2,
2000 and then automatically extends for an additional year then and for each
year thereafter unless the Company provides 90 days prior written notice that it
does not wish to extend the agreement. In the event of a change of control, the
agreement will extend for at least 12 months from the date of the change of
control.

In all of the circumstances described below, Mr. Sperry will only be
entitled to benefits if there has been a change of control. If the Company has
terminated Mr. Sperry for cause (as defined in the agreement) or by Mr. Sperry
other than for Good Reason, disability, death or retirement, he will be entitled
to his base salary through the date of termination plus all other amounts to
which he is entitled under any compensation plan of the Company at the time such
payments are due. If Mr. Sperry is disabled, he will continue to receive his
base salary (together with all compensation payable to him under the Company's
disability plan during such period) until the agreement is terminated as
described in the prior paragraph. If the Company has terminated Mr. Sperry
without cause or for retirement, disability or death, or if Mr. Sperry
terminated his employment for Good Reason, Mr. Sperry will receive his full base
salary through the date of termination, plus all other amounts to which he is
entitled under any compensation plan of the Company at the time such payments
are due, plus a lump sum severance payment generally equal to two years salary
and bonus (calculated as the average of his bonuses for the prior three years).
In addition, Mr. Sperry will be entitled to basic benefits coverage and certain
continuing perquisites for two years from the date of termination.

"Good Reason" is defined as the occurrence after a change of control of
(i) a material change in Mr. Sperry's responsibilities, position or authority,
(ii) a change in the terms or status of the agreement, (iii) a reduction in Mr.
Sperry's compensation, (iv) a forced relocation of Mr. Sperry outside his area,
(v) a significant increase in Mr. Sperry's travel requirements, (vi) any
attempted termination for cause that does not

16
<PAGE>

comply with substantive and procedural requirements (set forth in the definition
of cause) or (vii) the Company's insolvency.

APPROVAL OF THE COMPANY'S
AMENDED AND RESTATED FORTUNE 50 PLAN
(ITEM 3 ON THE PROXY)

The Board of Directors recommends that the shareholders approve adoption
by the Company of the Amended and Restated Fortune 50 Plan (the "Fortune 50
Plan"). The Fortune 50 Plan was created to give every employee a financial stake
in the future success of the Company. The Fortune 50 Plan rewards employees in
the event of significant stock price appreciation to $50 per share. (On March 1,
2000, the fair market value of the Common Stock was $16.00.) The Fortune 50 Plan
is intended to motivate every employee to contribute to the achievement of a
shared stock price goal.

The Fortune 50 Plan is summarized below. However, this summary is
qualified in its entirety by reference to the text of the Fortune 50 Plan, a
copy of which may be obtained, without charge, by written request to the
Company, Post Office Box 1029, Greenville, South Carolina 29602, Attention:
William S. Hummers III.

ADMINISTRATION AND ELIGIBILITY. The Fortune 50 Plan generally provides
that a committee of the Board (the "Committee") may make a one-time grant of
either incentive stock options or nonqualified options to such "Eligible
Employees" (defined as employees who work at least 20 hours per week) as the
Committee has determined. For purposes of the Fortune 50 Plan, "Original
Eligible Employees" are people who were Eligible Employees continuously from
October 1, 1999 through the date of option grant.

The Committee has sole discretionary authority to select participants in
the Fortune 50 Plan from among Eligible Employees. There are currently
approximately 1,100 persons that the Committee has deemed eligible to
participate in the Fortune 50 Plan. These persons include nonexecutive officers,
as well as executive officers of the Company or a Company subsidiary. The
Committee is also empowered to administer the Fortune 50 Plan and to take all
such actions as may be necessary thereunder.

OPTION GRANT AMOUNTS. Subject to shareholder approval, all full-time
Eligible Employees will receive options in respect of 200 shares of the
Company's common stock, and all part-time Eligible Employees will receive
options in respect of 100 shares of the Company's common stock.

EXERCISE AND DURATION OF OPTIONS. For Original Eligible Employees, the
exercise price of such options will be equal to the "Original Option Price"
($19.8125). For all other Eligible Employees, the exercise price will be the
higher of the Original Option Price and the fair market value per share (as
defined in the Fortune 50 Plan) of the Company's Common Stock on the date the
option is granted. Option periods are generally ten years from the date of
grant, except that options may not be exercised after an optionee's termination
of employment (except in certain instances involving death, disability or
voluntary retirement). Subject to certain limited exceptions, options granted
under the Fortune 50 Plan may generally be exercised, if otherwise timely, as
follows:

o For Original Eligible Employees, upon the earlier of October 1, 2004 and
the date within any 10 consecutive trading day period in which the
Company's common stock has traded at $50 per share for any 5 days; or
o For all other Eligible Employees, upon the earlier of (a) five years from
the date of grant and (b) the date

17
<PAGE>

within any 10 consecutive trading day period in which the Company's common
stock has traded at $50 per share for any 5 days.

In addition, for all participants and subject to certain limited exceptions,
options granted under the Fortune 50 Plan may generally be exercised within
three months after retirement resulting from death, disability or early
retirement (after age 55) or retirement (after age 65). If the participant
ceases to be an Eligible Employee for any reason other than retirement, death or
disability, options granted under the Fortune 50 Plan that are vested will
continue to be exercisable until the earlier of three months after such
eligibility ceases or the stated expiration date. All awards consisting of
unvested shares will immediately terminate.

In the event that the Company is involved in a "change in control", the
expiration date and the dates on which any part of the option shall be
exercisable for all of the shares covered thereby may be accelerated, but the
effectiveness of such acceleration, and any exercise of the option pursuant
thereto in excess of the number of shares for which it would have been
exercisable in the absence of such acceleration, shall be conditioned upon the
consummation of the transaction resulting in the change in control. A "change in
control" is generally deemed to occur where the Company is involved in a
transaction in which it, in substance, is not the surviving entity.

ASSIGNABILITY. Options granted under the Fortune 50 Plan are assignable
only in limited instances in accordance with applicable law.

AMENDMENT. The Committee may modify and amend the Fortune 50 Plan in its
sole discretion, subject to any shareholder approval required by applicable law,
the Company's articles of incorporation, or the Bylaws of the National
Association of Securities Dealers (the "NASD").

EFFECTIVE DATE. Assuming shareholder approval is received at the Annual
Meeting, the effective date of the Fortune 50 Plan is July 22, 1999. If such
approval is not received, the Fortune 50 Plan will not go into effect.

VOTE REQUIRED. Approval of the amendment to the Fortune 50 Plan by holders
of a majority of the total votes cast on the proposal is required under the
Bylaws of the NASD, to which the Company is subject because its Common Stock is
traded on the Nasdaq National Market. Abstentions and broker non-votes will not
be considered to be affirmative votes.

FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH THE PLANS. The following
discussion is intended only as a brief summary of the federal income tax rules
relevant to stock options and restricted stock awards. The laws governing the
tax aspects of awards are highly technical and such laws are subject to change.

The grant of an option under the Fortune 50 Plan will not by itself
result in taxable income to the participant; however, upon exercise of the
option, a participant will be deemed to have received ordinary income in an
amount equal to the excess of (a) the value of the shares received upon exercise
of the option over (b) the purchase price of the shares received upon exercise
of the option. Subject to certain exceptions relating to "cashless/same day
sale" exercises, the value of the shares received upon exercise of the option
will be the fair market value of the shares on the date of exercise of the
option.

PLAN BENEFITS. Set forth below is information concerning stock option
grants to be made under the Fortune 50 Plan, assuming shareholder approval and
the granting of options. No stock option grants have been made under the Fortune
50 Plan to date. The dollar value of these grants is not presently determinable.

18
<PAGE>

NEW PLAN BENEFITS
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED FORTUNE 50 PLAN

Number of Shares
Name and Position Subject to Options(1)
- ----------------- ---------------------
Mack I. Whittle, Jr. 200
William S. Hummers III 200
James W. Terry, Jr. 200
John C. DuBose 200
Michael W. Sperry 200
Current Executive Officers as a Group 1,000
Non-Executive Director Group 0
All Employees, Excluding Executive Officers, as a Group 210,000
(1) Shown on a pro forma basis as of March 1, 2000.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDED AND
RESTATED FORTUNE 50 PLAN.

AMENDMENT OF THE COMPANY'S
AMENDED AND RESTATED STOCK OPTION PLAN
(ITEM 4 ON THE PROXY)

The Board of Directors recommends that the shareholders approve adoption
by the Company of Amendment No. 2 to the Amended and Restated Stock Option Plan
(the "Option Plan"). The proposed amendment increases the number of shares of
the Company's Common Stock that may be issued pursuant to options granted under
the plan from an aggregate of 1,500,000 to an aggregate of 2,500,000. The Board
recommends approval of the proposed amendment because it believes that the
Option Plan is an effective component of management compensation and, if all
currently outstanding options were exercised in full, no additional options
could currently be granted pursuant to the plan. Furthermore, the Board believes
that additional Option Plan shares should be available in connection with the
Company's pending merger with Anchor Financial Corporation Except as set forth
above, the Option Plan would remain unaltered in all material respects.

The Option Plan is summarized below. However, this summary is qualified in
its entirety by reference to the text of the Option Plan, a copy of which may be
obtained, without charge, by written request to the Company, Post Office Box
1029, Greenville, South Carolina 29602, Attention: William S. Hummers III.

ADMINISTRATION AND ELIGIBILITY. The Option Plan generally provides that a
committee of the Board (the "Committee") comprised solely of members thereof who
are "disinterested persons" within the meaning of Section 16 of the Exchange Act
may grant either incentive stock options or nonqualified options to such
employees as the Committee has determined to have the greatest impact on the
Company's long-term performance. Non-employee Board member are not eligible to
acquire stock under the Option Plan. The Committee is also empowered to
administer the Option Plan and to take all such actions as may be necessary
thereunder.

In making any determination as to the employees to whom options shall be
granted hereunder and as to the number of shares to be subject thereto, the
Committee must take into account, in each case, the level and

19
<PAGE>

responsibility of the person's position, the level of the person's performance,
the person's level of compensation, the assessed potential of the person and
such additional factors as the Committee shall deem relevant to the
accomplishment of the purposes of the Option Plan. The Committee may also
utilize guidelines set forth in other compensation plans of the Company in
determining any matters related to the grant of options under the Option Plan.
The stock option awards are generally but not exclusively made to officers
(including nonexecutive officers) of the Company. In 1999, 261 people received
awards under the Option Plan.

EXERCISE AND DURATION OF OPTIONS. The exercise price of such options shall
be equal to the fair market value per share (as defined in the Option Plan) of
the Company's Common Stock on the date the option is granted. Unless the
Committee expressly states otherwise, options shall be exercisable on a
cumulative basis for 20% of the shares covered thereby on each of the first five
anniversaries of the grant thereof. Option periods are generally ten years from
the date of grant, except that options may not be exercised after an optionee's
termination of employment (except in certain instances involving death,
disability or voluntary retirement). Subject to certain limited exceptions,
options granted under the Option Plan may generally be exercised, if otherwise
timely, within three months after retirement resulting from disability or
retirement for any reason after age 60. Subject to certain exceptions in cases
of disability or death (where options become fully exercisable), the option may
not be exercised for more than the number of shares, if any, as to which it was
exercisable by the optionee immediately before such retirement. In general, if
an optionee dies while employed by the Company or within three months after
retirement, such option may be exercised to the extent that the optionee would
have been entitled to do so at the date of his death by the legatees or personal
representatives within one year of the date of the optionee's death.

ASSIGNABILITY. Options granted under the Option Plan are assignable only
in limited instances in accordance with applicable law.

AMENDMENT. The Committee may modify and amend the Option Plan, except that
it may not increase the maximum number of shares for which options may be
granted under the Option Plan, reduce the minimum exercise prices established
under the Option Plan, or extend the period or periods during which options may
be granted or exercised.

EFFECTIVE DATE. The original effective date of the Option Plan was the
date of its adoption by the Board in 1986. The effective date of the amendment
to the Option Plan shall be January 1, 2000, assuming shareholder approval is
received at the Annual Meeting. If such approval is not received, the Option
Plan, unamended, will continue in effect.

VOTE REQUIRED. Approval of the amendment to the Option Plan by holders of
a majority of the total votes cast on the proposal is required under the Bylaws
of the NASD, to which the Company is subject because its Common Stock is traded
on the Nasdaq National Market. Abstentions and broker non-votes will not be
considered to be affirmative votes.

20
<PAGE>

FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH THE PLAN. For a brief
summary of the federal income tax rules relevant to stock options and restricted
stock awards, see the discussion of "Federal Income Tax Consequences Associated
with the Plan" in connection with Item 3 of the Proxy (approval of the Fortune
50 Plan).

PLAN BENEFITS. No options with respect to shares added by Amendment No.
2 to the Option Plan have been made to date to directors or executive officers
of the Company, and accordingly, new plan benefits to them are not determinable.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE
AMENDED AND RESTATED STOCK OPTION PLAN.

AMENDMENT OF THE COMPANY'S
DIVIDEND REINVESTMENT PLAN
(ITEM 5 ON THE PROXY)

The Board of Directors recommends that the shareholders approve adoption
of Amendment No. 1 to the Company's Common Stock Amended Dividend Reinvestment
Plan (the "Dividend Reinvestment Plan"). The proposed amendment increases the
number of shares of the Company's Common Stock that may be issued pursuant to
the Dividend Reinvestment Plan from an aggregate of 300,000 shares to an
aggregate of 450,000 shares. The Board recommends approval of the proposed
amendment because it believes that the Dividend Reinvestment Plan provides a
benefit to the Company's shareholders and that the amendment to increase the
shares will increase this benefit. Except as set forth above, the Dividend
Reinvestment Plan would remain unaltered in all material respects.

The Dividend Reinvestment Plan is summarized below. However, this summary
is qualified in its entirety by reference to the text of the Dividend
Reinvestment Plan, a copy of which may be obtained, without charge, by written
request to the Company, Post Office Box 1029, Greenville, South Carolina 29602,
Attention: William S. Hummers III.

ADMINISTRATION AND ELIGIBILITY. The Dividend Reinvestment Plan is
administered by Registrar and Transfer Company on the Company's behalf. All
shareholders of record of the Company (approximately 5,463 as of March 1, 2000)
are eligible to participate in the plan.

PARTICIPATION. Any eligible shareholder may join the plan by signing an
authorization card (available on request to Registrar and Transfer Company by
mail at 10 Commerce Drive, Cranford, New Jersey 07016-3572 or by phone at
800-368-5948). Participants may terminate their participation in the plan by
notifying the administrator in writing.

DIVIDEND REINVESTMENT. For participants in the plan, all or a portion (as
specified by the participant) of such participant's cash dividends from their
Common Stock are automatically reinvested in additional shares of Common Stock.
The purchase price for this additional stock is 95% of the average of the high
and low sale prices of the Common Stock on the Nasdaq National Market on the
five business days preceding the dividend payment date. Participants pay no
service charges or brokerage commissions in connection with the reinvestment.

OPTIONAL CASH INVESTMENT. In addition to the automatic reinvestment
described above, Dividend Reinvestment Plan participants may make additional
cash investments in Common Stock in connection with the plan. The purchase price
for this stock is 100% of the average of the high and low sale prices of the

21
<PAGE>

Common Stock on the Nasdaq National Market on the five business days preceding
the purchase date. Participants pay no service charges or brokerage commissions
in connection with the investment. While no cash investments are required, each
investment payment can be no less than $25. Cash investments can be made no more
frequently than once per month and cannot total more than $10,000 per month.

AMENDMENT. The Company may modify and amend the Dividend Reinvestment Plan
subject to any required shareholder approval.

EFFECTIVE DATE. The effective date of the amendment to the Dividend
Reinvestment Plan shall be June 30, 2000, assuming shareholder approval is
received at the Annual Meeting. If such approval is not received, the Dividend
Reinvestment Plan, unamended, will continue in effect.

VOTE REQUIRED. Approval of the amendment to the Dividend Reinvestment Plan
by holders of a majority of the votes represented in person or by proxy at the
Annual Meeting. Abstentions and broker non-votes will not be considered to be
affirmative votes.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE
DIVIDEND REINVESTMENT PLAN.

22
<PAGE>

PERFORMANCE GRAPH

The following graph sets forth the performance of the Company's Common
Stock for the five year period ended December 31, 1999 as compared to: (a) two
broad equity market indices -- (i) the Nasdaq Market Composite Index and (ii)
the Standard and Poor's SmallCap 600 Index (the "S&P SmallCap 600"); and (b) two
published industry indices -- (i) the Nasdaq Bank Stocks Index and (ii) the SNL
Southeast Bank Index. Beginning with the Company's 2001 proxy statement, the
Company's performance graph will utilize the S&P SmallCap 600 in lieu of the
Nasdaq Market Composite Index because the Company has become a member of the S&P
SmallCap 600 and because the mean and median market values for companies
included in the S&P SmallCap 600 are comparable to the Company's market value.
Beginning with the Company's 2001 proxy statement, the Company's performance
graph will utilize the SNL Southeast Bank index in lieu of the Nasdaq Bank
Stocks Index to reflect to Company's geographic focus on the Southeast. The
graph assumes $100 originally invested on December 31, 1994 and that all
subsequent dividends were reinvested in additional shares.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------

Carolina First Corporation 100.000 132.545 148.537 198.463 235.087 175.672

Broad market index:
Nasdaq Market Composite 100.000 141.335 173.892 213.073 300.248 542.430
S&P SmallCap 600 100.000 129.960 157.670 198.010 195.420 219.660

Industry index:
Nasdaq Bank Stocks 100.000 149.002 196.734 329.387 327.115 314.424
SNL Southeast Bank 100.000 149.980 205.880 312.100 332.250 261.460
</TABLE>

23
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK. The following table sets forth as of March 1, 2000
information with respect to the Common Stock owned beneficially or of record by
each of the Directors and Nominees individually, by the Named Executive Officers
and by all Directors and executive officers of the Company as a group. Unless
otherwise noted, each person has sole voting power and sole investment power
with respect to the shares listed. There are no persons known to the Company to
own beneficially 5% or more of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
<S> <C> <C>
John C. DuBose 30,900 (2) *
Judd B. Farr 137,517 (3) *
C. Claymon Grimes, Jr. 65,614 (3) *
M. Dexter Hagy 14,985 (3) *
William S. Hummers III 101,959 (4) *
William J. Moore 1,500 *
H. Earle Russell, Jr. 10,479 (3) *
Charles B. Schooler 34,129 (5) *
Michael W. Sperry 7,500 (6) *
Elizabeth P. Stall 51,358 (3) *
Eugene E. Stone IV 5,996 (7) *
James W. Terry, Jr. 63,228 (8) *
William R. Timmons, Jr. 324,466 (9) 1.28%
Samuel H. Vickers 11,670 (10) *
David C. Wakefield III 72,891 (11) *
Mack I. Whittle, Jr. 166,941 (12) *

ALL DIRECTORS/EXECUTIVE OFFICERS AS A GROUP 1,101,133 4.30%
(16 persons)

Carolina First Employee Stock Ownership Plan 424,859 1.67%
Carolina First Salary Reduction Plan and Trust 454,778 1.79%
</TABLE>
- -----------------------------------------
* Less than 1%.
(1) The calculation is based on 25,402,587 shares of Common Stock which is the
actual number of shares outstanding as of the record date. Pursuant to
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended, percentages of total outstanding shares have been computed on the
assumption that shares of Common Stock that can be acquired within 60 days
upon the exercise of options by a given person or group are outstanding,
but no other shares similarly subject to acquisition by other persons are
outstanding.
(2) This includes 4,900 shares of Common Stock owned by Mr. DuBose through the
Restricted Stock Plan and 25,000 shares of Common Stock issuable to Mr.
DuBose under outstanding options.
(3) This includes 7,796 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.
(4) This includes 5,574 shares of Common Stock owned by Mr. Hummers through
the Restricted Stock Plan, 39,158 shares of Common Stock issuable to Mr.
Hummers under outstanding options and 9,614 shares of Common Stock owned
by his spouse.
(5) This includes 7,196 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.
(6) This includes 4,900 shares of Common Stock owned by Mr. Sperry through the
Restricted Stock Plan and 2,600 shares of Common Stock issuable to Mr.
Sperry under outstanding options.
(7) This includes 5,276 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.
(8) This includes 5,458 shares of Common Stock owned by Mr. Terry through the
Restricted Stock Plan and 29,079 shares of Common Stock issuable to Mr.
Terry under outstanding options.
(9) This includes 210,504 shares of Common Stock owned by Canal, of which Mr.
Timmons is an officer, and 7,796 shares of Common Stock issuable to Mr.
Timmons pursuant to options granted under the Directors' Plan.
(10) This includes 1,670 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.
(11) This includes 3,076 shares of Common Stock issuable pursuant to options
granted under the Directors' Plan.
(12) This includes 17,240 shares of Common Stock owned by Mr. Whittle through
the Restricted Stock Plan and 62,850 shares of Common Stock issuable to
Mr. Whittle under outstanding options.

24
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's directors and officers and their associates have had, and
the Company expects them to have in the future, banking transactions in the
ordinary course of business with the Company's banking subsidiaries. These
transactions are on the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated third
parties. Such loans have not involved more than normal risks of collectibility
nor have they presented any other unfavorable features. Under banking
regulations applicable to state banks, any loan made by such a bank to any of
its officers or Directors must be collaterally secured. The aggregate dollar
amount of these loans was approximately $22,660,000 at December 31, 1999. During
1999, approximately $10,640,000 in new loans were made and payments totaled
approximately $2,358,000.

Mr. Moore, an Executive Vice President of the Company, served as a
consultant to the Company in 1998. He was paid $200,000 in compensation for such
services in 1999.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Executive officers, Directors and greater than ten-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms filed. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during 1999, all required
Section 16(a) filings applicable to its executive officers, Directors and
greater than 10% beneficial owners were made.

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG LLP ("KPMG") served as the Company's independent public accountants
for the 1999 current fiscal year. KPMG has indicated that it plans to have a
representative present at the Annual Meeting. Such representative will have the
opportunity to make a statement and will be available to respond to appropriate
questions from shareholders. The Board of Directors has selected KPMG as the
independent public accountants for the Company for the 2000 fiscal year.

PROPOSALS BY SHAREHOLDERS

A shareholder who wishes to present a proposal for inclusion in the proxy
materials relating to the Company's Annual Meeting of Shareholders to be held in
2001 should submit his or her proposal on or before November 16, 2000, to the
Secretary of the Company, 102 S. Main Street, Greenville, South Carolina 29601.
After that date, the proposal will not be considered timely. Shareholders
submitting proposals for inclusion in the proxy statement and form of proxy must
comply with the proxy rules under the Securities Exchange Act of 1934, as
amended, and all shareholders submitting proposals must comply with the Bylaw
requirements described below.

The Bylaws of the Company require timely advance written notice of
shareholder nominations of director candidates and of any other proposals to be
presented at an annual meeting of shareholders. In the case of director
nominations by shareholders, the Bylaws require that a shareholder's notice be
delivered to the

25
<PAGE>

principal executive offices of the Company during the period of time from the
30th day to the 60th day prior to the annual meeting of shareholders at which
directors are to be elected, unless such requirement is expressly waived in
advance of the meeting by formal action of the board of directors. In the case
of other proposals by shareholders at an annual meeting, the Bylaws require that
advance written notice be delivered to the Company's Secretary (at the address
indicated above). To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company between
the 60th and 90th days prior to the first anniversary of the preceding year's
annual meeting. However, in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such anniversary date, such
shareholder notice must be so delivered between the 60th and 90th days prior to
such annual meeting or within 10 days following the day on which public
announcement of the date of such meeting is first made by the Company. A copy of
the Bylaws is available upon request to the Secretary of the Company at the
address indicated above.

FINANCIAL INFORMATION

The Company's 1999 Annual Report and its Annual Report on Form 10-K
(without exhibits) for the year ended December 31, 1999 are being mailed to
shareholders contemporaneously with these Proxy Materials.

OTHER MATTERS

Management is not aware of any other matter to be brought before the
Annual Meeting. If other matters are brought before the Annual Meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their judgment.

By order of the Board of Directors,

William S. Hummers III
Secretary

March 15, 2000
Greenville, South Carolina

26
<PAGE>

********************************************************************************
APPENDIX

P
R
O CAROLINA FIRST CORPORATION
X ANNUAL MEETING, APRIL 19, 2000
Y
The undersigned shareholder of Carolina First Corporation, hereby
revoking all previous proxies, hereby appoints William R. Timmons, Jr. and
William S. Hummers III and each of them, the attorneys of the undersigned, with
power of substitution, to vote all stock of Carolina First Corporation standing
in the name of the undersigned upon all matters at the Company's Annual Meeting
to be held in the Gunter Theatre, Peace Center for the Performing Arts, 300
South Main Street, Greenville, South Carolina on Wednesday, April 19, 2000 at
10:30 a.m. and at any adjournments thereof, with all powers the undersigned
would possess if personally present, and without limiting the general
authorization and power hereby given, directs said attorneys or either of them
to cast the undersigned's vote as specified in this proxy.

1. ELECTION OF DIRECTORS.

[ ] FOR ALL NOMINEES set forth below [ ] WITHHOLD AUTHORITY
and to set the number of directors to vote for all nominees below
at 12 persons (except as marked and to set the number of
to the contrary below [ ]) directors at 12 persons

M. Dexter Hagy H. Earle Russell, Jr. William R. Timmons, Jr.
Samuel H. Vickers

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.

2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE ITS
NAME TO THE SOUTH FINANCIAL GROUP, INC.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. PROPOSAL TO APPROVE THE COMPANY'S AMENDED AND RESTATED FORTUNE 50 PLAN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED STOCK OPTION PLAN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. PROPOSAL TO AMEND THE COMPANY'S AMENDED COMMON STOCK DIVIDEND REINVESTMENT
PLAN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

6. At their discretion upon such other matters as may properly come before the
meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CAROLINA FIRST
CORPORATION. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR APPROVAL
OF EACH OF THE PROPOSALS ABOVE.

(Please date and sign on reverse side and return in the enclosed envelope.)
(This proxy is continued on the other side.)

<PAGE>

Please sign this Proxy as your name or names appear hereon. If stock is held
jointly, signature should appear for both names. When signing as attorney,
administrator, trustee, guardian or agent, please indicate the capacity in which
you are acting. If stock is held by a corporation, please sign in full corporate
name by authorized officer and give title of office.

Dated this ____ day of ______________________, 2000

----------------------------------------
Print Name (and title if appropriate)

----------------------------------------
Signature

----------------------------------------
Print Name (and title if appropriate)

----------------------------------------
Signature

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.