AMENDMENT 2 TO
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
This Amendment 2 (this "Amendment") to Carolina First Corporation's Amended
and Restated Stock Option Plan, amended and restated as of April 20, 1994 and as
amended effective November 18, 1997 (the "Plan") is made by Carolina First
Corporation, to be effective as of January 1, 2000. Capitalized terms not
otherwise defined in this Amendment have the meanings assigned to them in the
Plan.
The second sentence of Section 3 of the Plan is hereby deleted and replaced
with the following:
Subject to adjustment in accordance with the provisions of Section 5
hereof, the total amount of the Common Stock of the Company which may be
issued pursuant to grants under the Plan shall not exceed in the aggregate
2,500,000 shares.
Except as amended by this Amendment, the Plan is ratified and affirmed in
its entirety.
IN WITNESS WHEREOF, this Amendment is entered into as of January 1, 2000.
CAROLINA FIRST CORPORATION
By: /s/ William S. Hummers III
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Name: William S. Hummers, III
Title: Executive Vice President
