AGREEMENT AND PLAN OF MERGER

                                               BY AND BETWEEN

                                       CAROLINA FIRST BANCSHARES, INC.

                                                                AND

                                          FIRST CHARTER CORPORATION

                                        DATED AS OF NOVEMBER 7, 1999




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                                                           TABLE OF CONTENTS
<S>                                                                                                              <C>
ARTICLE 1   TRANSACTIONS AND TERMS OF MERGER......................................................................2
   1.1    Merger..................................................................................................2
   1.2    Bank Mergers............................................................................................2
   1.3    Time and Place of Closing...............................................................................2
   1.4    Effective Time..........................................................................................2
   1.5    Execution of Stock Option Agreement.....................................................................3
ARTICLE 2   TERMS OF MERGER.......................................................................................3
   2.1    Articles of Incorporation...............................................................................3
   2.2    Bylaws..................................................................................................3
   2.3    Directors and Officers..................................................................................3
ARTICLE 3  MANNER OF CONVERTING SHARES............................................................................3
   3.1    Conversion of Shares....................................................................................3
   3.2    Anti-Dilution Provisions................................................................................4
   3.3    Shares Held by Carolina First or FCC....................................................................4
   3.4    [Reserved]..............................................................................................4
   3.5    Fractional Shares.......................................................................................4
   3.6    Conversion of Stock Rights..............................................................................4
ARTICLE 4   EXCHANGE OF SHARES....................................................................................7
   4.1    Exchange Procedures.....................................................................................7
   4.2    Rights of Former Carolina First Stockholders............................................................7
ARTICLE 5   REPRESENTATIONS AND WARRANTIES OF Carolina First......................................................8
   5.1    Organization, Standing, and Power.......................................................................8
   5.2    Authority; No Breach By Agreement.......................................................................9
   5.3    Capital Stock..........................................................................................10
   5.4    Carolina First Subsidiaries............................................................................10
   5.5    SEC Filings; Financial Statements......................................................................11
   5.6    Absence of Undisclosed Liabilities.....................................................................11
   5.7    Absence of Certain Changes or Events...................................................................11
   5.8    Tax Matters............................................................................................12
   5.9    Assets.................................................................................................13
   5.10   Environmental Matters..................................................................................14
   5.11   Compliance with Laws...................................................................................15
   5.12   Labor Relations........................................................................................15
   5.13   Employee Benefit Plans.................................................................................15
   5.14   Material Contracts.....................................................................................18
   5.15   Legal Proceedings......................................................................................19
   5.16   Reports................................................................................................19
   5.17   Statements True and Correct............................................................................19
   5.18   Accounting, Tax, and Regulatory Matters................................................................20
   5.19   State Takeover Laws....................................................................................20
   5.20   Charter Provisions.....................................................................................20
   5.21   Derivatives............................................................................................21
   5.22   Year 2000..............................................................................................21
   5.23   Fairness Opinion.......................................................................................21
   5.24   Board Recommendation...................................................................................21
ARTICLE 6   REPRESENTATIONS AND WARRANTIES OF FCC................................................................21
   6.1    Organization, Standing, and Power......................................................................22
   6.2    Authority; No Breach By Agreement......................................................................22
   6.3    Capital Stock..........................................................................................23
   6.4    FCC Subsidiaries.......................................................................................23
   6.5    SEC Filings; Financial Statements......................................................................24
   6.6    Absence of Undisclosed Liabilities.....................................................................24
   6.7    Absence of Certain Changes or Events...................................................................25
   6.8    Tax Matters............................................................................................25
   6.9    Assets.................................................................................................26
   6.10   Environmental Matters..................................................................................27
   6.11   Compliance with Laws...................................................................................28
   6.12   Labor Relations........................................................................................28
   6.13   Legal Proceedings......................................................................................28
   6.14   Reports................................................................................................29
   6.15   Statements True and Correct............................................................................29
   6.16   Accounting, Tax, and Regulatory Matters................................................................29
   6.17   State Takeover Laws....................................................................................30
   6.18   Charter Provisions.....................................................................................30
   6.19   Employee Benefit Plans.................................................................................30
   6.20   Derivatives............................................................................................30
   6.21   Year 2000..............................................................................................31
   6.22   Fairness Opinion.......................................................................................31
   6.23   Board Recommendation...................................................................................31
ARTICLE 7   CONDUCT OF BUSINESS PENDING CONSUMMATION.............................................................31
   7.1    Affirmative Covenants of Carolina First................................................................31
   7.2    Negative Covenants of Carolina First...................................................................32
   7.3    Negative Covenants of FCC..............................................................................34
   7.4    Adverse Changes in Condition...........................................................................34
   7.5    Reports................................................................................................35
ARTICLE 8   ADDITIONAL AGREEMENTS................................................................................35
   8.1    Registration Statement; Joint Proxy Statement; Stockholder Approvals...................................35
   8.2    Nasdaq Listing.........................................................................................36
   8.3    Applications...........................................................................................36
   8.4    Filings with State Offices.............................................................................36
   8.5    Agreement as to Efforts to Consummate..................................................................36
   8.6    Investigation and Confidentiality......................................................................36
   8.7    Press Releases.........................................................................................37
   8.8    Certain Actions........................................................................................37
   8.9    Accounting and Tax Treatment...........................................................................38
   8.10   State Takeover Laws....................................................................................38
   8.11   Charter Provisions.....................................................................................38
   8.12   Agreement of Affiliates................................................................................38
   8.13   Employee Benefits and Contracts........................................................................39
   8.14   Indemnification........................................................................................40
   8.15   Board and Management Matters...........................................................................41
   8.16   Certain Modifications..................................................................................41
ARTICLE 9   CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE....................................................42
   9.1    Conditions to Obligations of Each Party................................................................42
   9.2    Conditions to Obligations of FCC.......................................................................43
   9.3    Conditions to Obligations of Carolina First............................................................44
ARTICLE 10  TERMINATION..........................................................................................45
   10.1   Termination............................................................................................45
   10.2   Effect of Termination..................................................................................48
   10.3   Non-Survival of Representations and Covenants..........................................................49
ARTICLE 11  MISCELLANEOUS........................................................................................49
   11.1   Definitions............................................................................................49
   11.2   Expenses...............................................................................................57
   11.3   Brokers and Finders....................................................................................57
   11.4   Entire Agreement.......................................................................................58
   11.5   Amendments.............................................................................................58
   11.6   Waivers................................................................................................58
   11.7   Assignment.............................................................................................59
   11.8   Notices................................................................................................59
   11.9   Governing Law..........................................................................................60
   11.10     Counterparts........................................................................................60
   11.11     Captions............................................................................................60
   11.12     Interpretations.....................................................................................60
   11.13     Enforcement of Agreement............................................................................60
   11.14     Severability........................................................................................60
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                           LIST OF EXHIBITS

                            EXHIBIT

         NUMBER             DESCRIPTION
         --------          -------------------

         1.                Form of Carolina First Stock Option Agreement
         2.                Form of Employment Agreement
         3.                Form of Carolina First Affiliate Agreement.



<PAGE>



                                        AGREEMENT AND PLAN OF MERGER

         THIS  AGREEMENT  AND  PLAN OF  MERGER  (this  "Agreement")  is made and
entered into as of November 7, 1999 by and between  Carolina  First  Bancshares,
Inc. ("Carolina First"), a corporation  organized and existing under the Laws of
the State of North  Carolina,  with its principal  office located in Lincolnton,
North Carolina;  and First Charter Corporation ("FCC"), a corporation  organized
and existing under the Laws of the State of North  Carolina,  with its principal
office located in Concord, North Carolina.

                             PREAMBLE

         The respective Boards of Directors of Carolina First and FCC are of the
opinion that the transactions  described herein are in the best interests of the
parties to this  Agreement and their  respective  stockholders.  This  Agreement
provides for the merger (the  "Merger") of Carolina  First with and into FCC. At
the effective time of the Merger, the outstanding shares of the capital stock of
Carolina First shall be converted into shares of the common stock of FCC (except
as provided  herein).  As a result,  stockholders of Carolina First shall become
stockholders  of FCC,  and each of the  subsidiaries  of  Carolina  First  shall
continue to conduct its business  and  operations  as a  subsidiary  of FCC. The
transactions  described in this  Agreement  are subject to the  approvals of the
stockholders of Carolina First,  the stockholders of FCC, the Board of Governors
of the Federal Reserve System, and certain state regulatory authorities, and the
satisfaction of certain other conditions described in this Agreement.  It is the
intention of the parties to this  Agreement  that the Merger for federal  income
tax purposes shall qualify as a  "reorganization"  within the meaning of Section
368(a) of the Internal  Revenue Code, and for accounting  purposes shall qualify
for treatment as a pooling of interests.

         Immediately  after the execution and delivery of this  Agreement,  as a
condition and  inducement  to FCC's  willingness  to enter into this  Agreement,
Carolina First and FCC are entering into a stock option agreement (the "Carolina
First Stock Option Agreement"), in substantially the form of Exhibit 1, pursuant
to which  Carolina  First is  granting  to FCC an option to  purchase  shares of
Carolina First Common Stock.

         Certain  terms used in this  Agreement  are defined in Section  11.1 of
this Agreement.

         NOW,   THEREFORE,   in  consideration  of  the  above  and  the  mutual
warranties,  representations,  covenants,  and agreements set forth herein,  and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby  acknowledged,  the  Parties,  intending  to be legally  bound,  agree as
follows:



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                   ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER

         1.1 Merger.  Subject to the terms and conditions of this Agreement,  at
the Effective Time (as defined herein),  Carolina First shall be merged with and
into FCC in accordance with the provisions of Section  55-11-01 of the NCBCA and
with the effect provided in Section  55-11-06 of the NCBCA (the  "Merger").  FCC
shall be the Surviving  Corporation resulting from the Merger and shall continue
to be governed by the Laws of the State of North  Carolina.  The Merger shall be
consummated pursuant to the terms of this Agreement, which has been approved and
adopted by the respective Boards of Directors of Carolina First and FCC.

         1.2 Bank Mergers. Subject to the terms and conditions of this Agreement
and plans of merger,  in form  mutually  acceptable  to  Carolina  First and FCC
(each, a "Bank Plan of Merger"),  at a time or times subsequent to the Effective
Time  designated by FCC,  each of the Carolina  First Banks shall be merged (the
"Bank Mergers") with and into FCC Bank pursuant to the provisions provided in 12
U.S.C. secs. 1815(d) and 1828(c). FCC Bank shall be the Surviving Bank resulting
from each of the Bank  Mergers and shall  continue to be governed by the Laws of
the United States. The Bank Mergers pursuant to the Bank Plans of Merger will be
approved and adopted by the  respective  Boards of  Directors  of each  Carolina
First Bank and FCC Bank at the first regularly-scheduled meetings of such Boards
of Directors following the date of this Agreement.

         1.3  Time  and  Place  of  Closing.  The  closing  of the  Merger  (the
"Closing")  shall take place at 9:00 A.M.  on the date that the  Effective  Time
occurs (or on the  immediately  preceding day if the  Effective  Time is earlier
than 9:00 A.M.), or at such other time as the Parties, acting through their duly
authorized  officers,  may mutually agree. The place of Closing shall be at such
location as may be mutually agreed upon by the Parties.

         1.4 Effective Time. The Merger and the other transactions  contemplated
by this  Agreement  shall  become  effective  on the  date  and at the  time the
Articles  of Merger  reflecting  the  Merger  shall  become  effective  with the
Secretary  of State  of the  State of North  Carolina  (the  "Effective  Time").
Subject to the terms and conditions  hereof,  unless  otherwise  mutually agreed
upon in writing by the duly authorized officers of each Party, the Parties shall
use their  reasonable  efforts to cause the Effective Time to occur on or before
the 1st business day (as  designated by FCC)  following the last to occur of (i)
the effective date  (including  expiration of any applicable  waiting period) of
the last required Consent of any Regulatory  Authority having authority over and
approving or exempting the Merger,  and (ii) the date on which the  stockholders
of FCC and  Carolina  First  approve  the  matters  relating  to this  Agreement
required to be approved by such  stockholders  by applicable  Law; or such later
date as may be mutually agreed by FCC and Carolina First.

         1.5 Execution  of  Stock   Option  Agreement.   Immediately  after  the
execution  of   this   Agreement   and  as a condition hereto, Carolina First is
executing and delivering to FCC the Stock Option Agreement.

                            ARTICLE 2 TERMS OF MERGER

         2.1 Articles of  Incorporation.  The Amended and  Restated  Articles of
Incorporation of FCC in effect  immediately prior to the Effective Time shall be
the Amended and Restated Articles of Incorporation of the Surviving  Corporation
after the Effective Time until otherwise amended or repealed.

         2.2  Bylaws.  The  Bylaws  of FCC in  effect  immediately  prior to the
Effective  Time  shall be the  Bylaws  of the  Surviving  Corporation  after the
Effective Time until otherwise amended or repealed.

         2.3 Directors and Officers.  The directors of FCC in office immediately
prior to the Effective Time,  together with such additional  individuals elected
in accordance  with the terms of Section 8.15 of this  Agreement  shall serve as
the directors of the Surviving  Corporation from and after the Effective Time in
accordance with the Bylaws of the Surviving Corporation.  The officers of FCC in
office  immediately  prior to the Effective Time,  together with such additional
officers of Carolina First as thereafter  elected  pursuant to this Agreement or
otherwise  shall serve as the  officers of the  Surviving  Corporation  from and
after  the  Effective  Time in  accordance  with  the  Bylaws  of the  Surviving
Corporation.

                      ARTICLE 3 MANNER OF CONVERTING SHARES

         3.1 Conversion of Shares.  Subject to the provisions of this Article 3,
at the  Effective  Time,  by virtue of the Merger and  without any action on the
part of FCC or Carolina First,  or the  stockholders of either of the foregoing,
the shares of the constituent corporations shall be converted as follows:

                  (a) each share of FCC  Common  Stock  issued  and  outstanding
         immediately  prior  to the  Effective  Time  shall  remain  issued  and
         outstanding from and after the Effective Time; and

                  (b) each  share of  Carolina  First  Common  Stock  (excluding
         shares held by any Carolina  First Company or any FCC Company,  in each
         case  other  than in a  fiduciary  capacity  or as a  result  of  debts
         previously  contracted)  issued and  outstanding  at the Effective Time
         shall be converted into 2.267 shares of FCC Common Stock (the "Exchange
         Ratio").

         3.2 Anti-Dilution  Provisions.  In the event Carolina First changes the
number of shares of Carolina First Common Stock issued and outstanding  prior to
the   Effective   Time  as  a  result  of  a  stock   split,   stock   dividend,
recapitalization,  reclassification,  exchange of shares, or similar transaction
with  respect  to such  stock,  the  Exchange  Ratio  shall  be  proportionately
adjusted.  In the event FCC  changes  the number of shares of FCC  Common  Stock
issued and outstanding prior to the Effective Time as a result of a stock split,
stock  dividend,  recapitalization,  reclassification,  exchange  of shares,  or
similar  transaction with respect to such stock and the record date therefor (in
the case of a stock  dividend) or the  effective  date thereof (in the case of a
stock split,  reclassification,  exchange of shares, or similar recapitalization
for  which a record  date is not  established)  shall be prior to the  Effective
Time, the Exchange Ratio shall be proportionately adjusted.

         3.3  Shares  Held by  Carolina  First  or FCC.  Each of the  shares  of
Carolina  First Common Stock held by any  Carolina  First  Company or by any FCC
Company, in each case other than in a fiduciary capacity or as a result of debts
previously  contracted,  shall be canceled and retired at the Effective Time and
no consideration shall be issued in exchange therefor.

         3.4 [Reserved].

         3.5  Fractional  Shares.  Notwithstanding  any other  provision of this
Agreement,  each  holder of shares of  Carolina  First  Common  Stock  exchanged
pursuant  to the  Merger who would  otherwise  have been  entitled  to receive a
fraction  of a  share  of FCC  Common  Stock  (after  taking  into  account  all
certificates  delivered by such holder) shall  receive,  in lieu  thereof,  cash
(without  interest) in an amount equal to such fractional part of a share of FCC
Common Stock  multiplied by the market value of one share of FCC Common Stock at
the  Effective  Time.  The market  value of one share of FCC Common Stock at the
Effective  Time shall be the last sale  price of FCC Common  Stock on the Nasdaq
NMS (as  reported by The Wall Street  Journal or, if not reported  thereby,  any
other  authoritative  source  selected by FCC) on the last trading day preceding
the Effective Time. No such holder will be entitled to dividends, voting rights,
or any other rights as a stockholder in respect of any fractional shares.

         3.6 Conversion of Stock Rights.

                  (a) At the Effective Time, each award,  option, or other right
         to purchase or acquire  shares of Carolina  First Common Stock pursuant
         to stock options, stock appreciation rights (including any "STARs"), or
         stock awards  ("Carolina First Rights") granted by Carolina First under
         the Carolina First Stock Plans,  which are outstanding at the Effective
         Time,  whether or not  exercisable,  shall be converted into and become
         Rights  with  respect to FCC Common  Stock,  and FCC shall  assume each
         Carolina  First  Right,  in  accordance  with the terms of the Carolina
         First Stock Plan and stock option  agreement by which it is  evidenced,
         except  that  from  and  after  the  Effective  Time,  (i)  FCC and its
         Compensation  Committee shall be substituted for Carolina First and the
         Committee  of  Carolina  First's  Board  of  Directors  (including,  if
         applicable,   the  entire  Board  of   Directors  of  Carolina   First)
         administering  such Carolina First Stock Plan, (ii) each Carolina First
         Right  assumed by FCC may be exercised  solely for shares of FCC Common
         Stock  (or cash in the case of stock  appreciation  rights),  (iii) the
         number of shares of FCC Common  Stock  subject to such  Carolina  First
         Right shall be equal to the number of shares of Carolina  First  Common
         Stock subject to such  Carolina  First Right  immediately  prior to the
         Effective Time multiplied by the Exchange Ratio, and (iv) the per share
         exercise  price  (or  similar  threshold  price,  in the  case of stock
         awards)  under each such  Carolina  First  Right  shall be  adjusted by
         dividing the per share  exercise (or  threshold)  price under each such
         Carolina  First  Right by the  Exchange  Ratio and  rounding  up to the
         nearest  cent.  Notwithstanding  the  provisions of clause (iii) of the
         preceding sentence, FCC shall not be obligated to issue any fraction of
         a share of FCC Common Stock upon exercise of Carolina  First Rights and
         any  fraction of a share of FCC Common  Stock that  otherwise  would be
         subject to a converted  Carolina First Right shall  represent the right
         to receive a cash payment equal to the product of such fraction and the
         difference  between the market  value of one share of FCC Common  Stock
         and the adjusted  per share  exercise  price of such Right.  The market
         value of one share of FCC Common  Stock shall be the last sale price of
         FCC  Common  Stock on the Nasdaq NMS (as  reported  by The Wall  Street
         Journal or, if not reported  thereby,  any other  authoritative  source
         selected by FCC) on the last trading day preceding the Effective  Time.
         In addition,  notwithstanding  the provisions of clauses (iii) and (iv)
         of the first sentence and the second  sentence of this Section  3.6(a),
         each Carolina First Right which is an "incentive stock option" shall be
         adjusted as required by Section 424 of the Internal Revenue Code, so as
         not to constitute a modification,  extension, or renewal of the option,
         within the meaning of Section 424(h) of the Internal Revenue Code.

                  (b) As soon as practicable after the Effective Time, FCC shall
         deliver  to the  participants  in each  Carolina  First  Stock  Plan an
         appropriate  notice setting forth such  participant's  rights  pursuant
         thereto and the grants pursuant to such Carolina First Stock Plan shall
         continue  in effect on the same terms and  conditions  (subject  to the
         adjustments  required  by Section  3.6(a)  after  giving  effect to the
         Merger),  and FCC shall  comply with the terms of each  Carolina  First
         Stock Plan to ensure,  to the extent  required  by, and  subject to the
         provisions  of, such Carolina  First Stock Plan,  that  Carolina  First
         Rights  which  qualified  as  incentive  stock  options  prior  to  the
         Effective Time continue to qualify as incentive stock options after the
         Effective  Time. At or prior to the Effective  Time, FCC shall take all
         corporate action necessary to reserve for issuance sufficient shares of
         FCC Common Stock for delivery  upon  exercise of Carolina  First Rights
         assumed  by  it in  accordance  with  this  Section  3.6.  As  soon  as
         practicable  after the Effective  Time,  FCC shall file a  registration
         statement on Form S-3 or Form S-8, as the case may be (or any successor
         or other  appropriate  forms),  with  respect  to all the shares of FCC
         Common  Stock  subject to the Carolina  First Rights  assumed by FCC in
         accordance  with this Section 3.6 and shall use its reasonable  efforts
         to maintain the  effectiveness  of such  registration  statements  (and
         maintain the current status of the prospectus or prospectuses contained
         therein),  as well as comply with any  applicable  state  securities or
         "blue  sky"  laws,  for so  long as such  options,  stock  appreciation
         rights,  stock awards or other rights remain outstanding.  With respect
         to those  individuals  who  subsequent to the Merger will be subject to
         the reporting  requirements  under Section 16(a) of the 1934 Act, where
         applicable,  FCC shall administer the Carolina First Stock Plan assumed
         pursuant to this Section 3.6 in a manner that  complies with Rule 16b-3
         promulgated  under the 1934 Act to the extent the Carolina  First Stock
         Plan complied with such rule prior to the Effective Time.

                  (c) All  restrictions  or limitations on transfer with respect
         to Carolina  First Common Stock awarded under the Carolina  First Stock
         Plans or any  other  plan,  program,  Contract  or  arrangement  of any
         Carolina  First  Company,  to the  extent  that  such  restrictions  or
         limitations  shall not have already lapsed  (whether as a result of the
         Merger or  otherwise),  and except as otherwise  expressly  provided in
         such plan, program, Contract or arrangement, shall remain in full force
         and effect with  respect to shares of FCC Common  Stock into which such
         Carolina  First  Common  Stock or  related  Carolina  First  Rights are
         converted pursuant to Section 3.1 of this Agreement.

                          ARTICLE 4 EXCHANGE OF SHARES

         4.1 Exchange  Procedures.  Promptly  after the Effective  Time, FCC and
Carolina  First shall cause the exchange  agent  selected by FCC (the  "Exchange
Agent")  to  mail to the  former  stockholders  of  Carolina  First  appropriate
transmittal materials (which shall specify that delivery shall be effected,  and
risk of loss and title to the certificates  theretofore  representing  shares of
Carolina  First  Common  Stock  shall pass,  only upon  proper  delivery of such
certificates  to the Exchange  Agent).  After the Effective Time, each holder of
shares of Carolina First Common Stock (other than shares to be canceled pursuant
to Section 3.3 of this  Agreement)  issued and outstanding at the Effective Time
shall surrender the certificate or certificates  representing such shares to the
Exchange  Agent and shall promptly upon  surrender  thereof  receive in exchange
therefor the  consideration  provided in Sections 3.1 or 3.6 of this  Agreement,
together  with all  undelivered  dividends or  distributions  in respect of such
shares (without interest thereon) pursuant to Section 4.2 of this Agreement.  To
the extent required by Section 3.5 of this  Agreement,  each holder of shares of
Carolina  First Common Stock issued and  outstanding  at the Effective Time also
shall receive,  upon surrender of the certificate or  certificates  representing
such shares,  cash in lieu of any fractional  share of FCC Common Stock to which
such  holder may be  otherwise  entitled  (without  interest).  FCC shall not be
obligated to deliver the  consideration  to which any former  holder of Carolina
First  Common  Stock is  entitled  as a result of the Merger  until such  holder
surrenders such holder's certificate or certificates  representing the shares of
Carolina  First  Common  Stock for exchange as provided in this Section 4.1. The
certificate or certificates of Carolina First Common Stock so surrendered  shall
be duly endorsed as the Exchange Agent may require.  Any other provision of this
Agreement  notwithstanding,  neither the Surviving  Corporation nor the Exchange
Agent shall be liable to a holder of Carolina First Common Stock for any amounts
paid or property  delivered in good faith to a public  official  pursuant to any
applicable abandoned property,  escheat or other Law. Adoption of this Agreement
by the  stockholders  of Carolina  First shall  constitute  ratification  of the
appointment of the Exchange Agent.

         4.2 Rights of Former  Carolina  First  Stockholders.  At the  Effective
Time,  the stock  transfer books of Carolina First shall be closed as to holders
of Carolina  First Common Stock  immediately  prior to the Effective Time and no
transfer of Carolina  First Common Stock by any such holder shall  thereafter be
made or  recognized.  Until  surrendered  for  exchange in  accordance  with the
provisions of Section 4.1, each certificate  theretofore  representing shares of
Carolina  First  Common  Stock  (other than  shares to be  canceled  pursuant to
Section 3.3) shall from and after the Effective  Time represent for all purposes
only the right to receive the consideration  provided in Sections 3.1 and 3.6 in
exchange therefor,  subject,  however, to the Surviving Corporation's obligation
to pay any dividends or make any other distributions with a record date prior to
the Effective Time which have been declared or made by Carolina First in respect
of such shares of Carolina  First Common Stock in  accordance  with the terms of
this  Agreement  and which remain  unpaid at the  Effective  Time. To the extent
permitted  by Law,  former  stockholders  of record of  Carolina  First shall be
entitled to vote after the Effective Time at any meeting of FCC stockholders the
number of whole shares of FCC Common Stock into which their respective shares of
Carolina First Common Stock are convertible,  regardless of whether such holders
have exchanged their certificates  representing  Carolina First Common Stock for
certificates  representing FCC Common Stock in accordance with the provisions of
this Agreement.  Whenever a dividend or other distribution is declared by FCC on
the FCC Common  Stock,  the record  date for which is at or after the  Effective
Time, the  declaration  shall include  dividends or other  distributions  on all
shares  issuable   pursuant  to  this  Agreement,   but  no  dividend  or  other
distribution payable to the holders of record of FCC Common Stock as of any time
subsequent  to the  Effective  Time  shall be  delivered  to the  holder  of any
certificate  representing  shares of  Carolina  First  Common  Stock  issued and
outstanding at the Effective Time until such holder  surrenders such certificate
for  exchange  as provided  in Section  4.1.  However,  upon  surrender  of such
Carolina  First Common  Stock  certificate,  the FCC Common  Stock  certificate,
together  with  all  undelivered  dividends  or  other  distributions   (without
interest)  and any cash  payments  to be paid  for  fractional  share  interests
(without  interest),  shall be  delivered  and paid with  respect  to each share
represented by such certificate.

           ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF Carolina First

         Except  as set  forth  in the  Carolina  First  Disclosure  Memorandum,
Carolina First hereby represents and warrants to FCC as follows:

         5.1 Organization,  Standing, and Power. Carolina First is a corporation
duly  organized,  validly  existing,  and in good standing under the Laws of the
State of North  Carolina,  and has the corporate power and authority to carry on
its  business as now  conducted  and to own,  lease,  and  operate its  Material
Assets.  Carolina First is duly qualified or licensed to transact  business as a
foreign  corporation  in good  standing  in the States of the United  States and
foreign jurisdictions where the character of its Assets or the nature or conduct
of its business  requires it to be so  qualified  or  licensed,  except for such
jurisdictions  in which  the  failure  to be so  qualified  or  licensed  is not
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect on Carolina First. The minute book and other organizational documents for
Carolina  First have been made  available to FCC for its review and are true and
complete in all Material  respects as in effect as of the date of this Agreement
and accurately  reflect in all Material respects all amendments  thereto and all
actions of the Board of Directors and Stockholders thereof.

5.2 Authority; No Breach By Agreement.

                  (a)  Carolina  First has the  corporate  power  and  authority
         necessary to execute,  deliver,  and perform its obligations under this
         Agreement  and,  subject to the necessary  stockholder  and  regulatory
         approvals,  to consummate the  transactions  contemplated  hereby.  The
         execution,  delivery,  and  performance  of  this  Agreement,  and  the
         consummation of the  transactions  contemplated  herein,  including the
         Merger,  have  been  duly  and  validly  authorized  by  all  necessary
         corporate  action in  respect  thereof on the part of  Carolina  First,
         subject to the approval of this  Agreement by the holders of a majority
         of the outstanding  shares of Carolina First Common Stock, which is the
         only  stockholder  vote  required  for approval of this  Agreement  and
         consummation of the Merger by Carolina First. Subject to such requisite
         stockholder  approval,  this Agreement  represents a legal,  valid, and
         binding  obligation of Carolina  First,  enforceable  against  Carolina
         First  in  accordance  with  its  terms  (except  in all  cases as such
         enforceability  may be limited by  applicable  bankruptcy,  insolvency,
         reorganization,  receivership, conservatorship,  moratorium, or similar
         Laws  affecting  the  enforcement  of creditors'  rights  generally and
         except  that the  availability  of the  equitable  remedy  of  specific
         performance  or injunctive  relief is subject to the  discretion of the
         court before which any proceeding may be brought).

                  (b) Neither the  execution  and delivery of this  Agreement by
         Carolina  First,   nor  the  consummation  by  Carolina  First  of  the
         transactions contemplated hereby, nor compliance by Carolina First with
         any of the  provisions  hereof or thereof,  will (i)  conflict  with or
         result in a breach of any  provision  of Carolina  First's  Articles of
         Incorporation  or Bylaws or certificate of articles of incorporation or
         bylaws of any Carolina  First  Subsidiary  or any  currently  effective
         resolution  adopted by the Board of Directors or the  stockholder(s) of
         any Carolina First Company,  or (ii)  constitute or result in a Default
         under, or require any Consent pursuant to, or result in the creation of
         any Lien on any Asset of any Carolina First Company under, any Contract
         or Permit of any Carolina First Company, where such Default or Lien, or
         any  failure to obtain  such  Consent,  is  reasonably  likely to have,
         individually or in the aggregate, a Material Adverse Effect on Carolina
         First, or (iii) subject to receipt of the requisite  Consents  referred
         to in  Section  9.1(b),  constitute  or result in a Default  under,  or
         require any Consent  pursuant  to, any Law or Order  applicable  to any
         Carolina First Company or any of their respective Material Assets.

                  (c) Other than in connection or compliance with the provisions
         of  the  Securities  Laws,  applicable  state  corporate,  banking  and
         securities  Laws,  and  rules of the  NASD,  and  other  than  Consents
         required  from  Regulatory  Authorities,  and other than  notices to or
         filings  with the  Internal  Revenue  Service  or the  Pension  Benefit
         Guaranty  Corporation  with respect to any employee  benefit plans,  or
         under the HSR Act, and other than Consents,  filings,  or notifications
         which,  if not  obtained or made,  are not  reasonably  likely to have,
         individually or in the aggregate, a Material Adverse Effect on Carolina
         First,  no notice to,  filing  with,  or Consent of, any public body or
         authority is necessary for the  consummation  by Carolina  First of the
         Merger and the other transactions contemplated in this Agreement.

         5.3 Capital Stock.

                  (a) The authorized  capital stock of Carolina First  consists,
         as of the date of this  Agreement,  of  20,000,000  shares of  Carolina
         First  Common  Stock,  of  which   5,984,114   shares  are  issued  and
         outstanding as of the date of this Agreement,  and 5,000,000  shares of
         Carolina  First   Preferred   Stock,   none  of  which  is  issued  and
         outstanding. All of the issued and outstanding shares of Carolina First
         Common Stock are duly and validly issued and  outstanding and are fully
         paid and nonassessable  under the NCBCA. None of the outstanding shares
         of Carolina  First  Common  Stock has been issued in  violation  of any
         preemptive  rights of the  current  or past  stockholders  of  Carolina
         First.

                  (b) Except as set forth in Section 5.3(a) or Section 5.3(b) of
         the Carolina First Disclosure  Memorandum,  or as provided  pursuant to
         the  Carolina  First  Stock  Option  Agreement,  there are no shares of
         capital stock or other equity  securities of Carolina First outstanding
         and no  outstanding  Rights  relating to the capital  stock of Carolina
         First.

         5.4  Carolina  First  Subsidiaries.  Carolina  First has  disclosed  in
Section 5.4 of the  Carolina  First  Disclosure  Memorandum  all of the Carolina
First  Subsidiaries as of the date of this Agreement.  Carolina First and/or one
of its  Subsidiaries  owns all of the issued and  outstanding  shares of capital
stock of each  Carolina  First  Subsidiary,  except as disclosed in the Carolina
First  Disclosure  Memorandum.  No  equity  securities  of  any  Carolina  First
Subsidiary  are or may  become  required  to be issued  (other  than to  another
Carolina First  Company) by reason of any Rights,  and there are no Contracts by
which any  Carolina  First  Subsidiary  is bound to issue (other than to another
Carolina First Company)  additional  shares of its capital stock or Rights or by
which any  Carolina  First  Company is or may be bound to transfer any shares of
the  capital  stock of any  Carolina  First  Subsidiary  (other  than to another
Carolina First  Company).  There are no Contracts  relating to the rights of any
Carolina  First Company to vote or to dispose of any shares of the capital stock
of any Carolina  First  Subsidiary.  All of the shares of capital  stock of each
Carolina First  Subsidiary held by a Carolina First Company are duly authorized,
validly issued,  and fully paid and, except as provided in statutes  pursuant to
which depository institution Subsidiaries are organized, nonassessable under the
applicable  corporation  Law of the  jurisdiction  in which such  Subsidiary  is
incorporated  or organized and are owned by the Carolina  First Company free and
clear  of any  Lien.  Each  Carolina  First  Subsidiary  is  either  a  bank,  a
corporation  or a limited  liability  company,  and is duly  organized,  validly
existing,  and (as to  corporations)  in good  standing  under  the  Laws of the
jurisdiction in which it is incorporated or organized,  and has the corporate or
other  appropriate  power and  authority  necessary  for it to own,  lease,  and
operate its Assets and to carry on its business as now conducted.  Each Carolina
First Subsidiary is duly qualified or licensed to transact business as a foreign
corporation  in good  standing  in the States of the United  States and  foreign
jurisdictions  where the character of its Assets or the nature or conduct of its
business  requires  it  to  be  so  qualified  or  licensed,   except  for  such
jurisdictions  in which  the  failure  to be so  qualified  or  licensed  is not
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect on Carolina  First.  Each Carolina First  Subsidiary that is a depository
institution  is an  "insured  institution"  as  defined in the  Federal  Deposit
Insurance Act and applicable regulations  thereunder,  and the deposits in which
are insured by the Bank  Insurance  Fund and/or  Savings  Association  Insurance
Fund.

         5.5 SEC Filings; Financial Statements.

                  (a) Carolina  First has timely filed and made available to FCC
         all forms,  reports,  and  documents  required  to be filed by Carolina
         First with the SEC since December 31, 1995 (collectively, the "Carolina
         First SEC  Reports").  The  Carolina  First SEC Reports (i) at the time
         filed,   complied  in  all  Material   respects  with  the   applicable
         requirements of the Securities Laws and other applicable Laws, and (ii)
         did not at the time they were filed (or if amended or  superseded  by a
         filing  prior to the date of this  Agreement,  then on the date of such
         later filing)  contain any untrue  statement of a Material fact or omit
         to state a Material fact  required to be stated in such Carolina  First
         SEC  Reports  or  necessary  in order to make  the  statements  in such
         Carolina First SEC Reports,  in light of the circumstances  under which
         they were  made,  not  misleading.  No  Carolina  First  Subsidiary  is
         required to file any forms, reports, or other documents with the SEC.

                  (b)  Each  of  the   Carolina   First   Financial   Statements
         (including,  in each case, any related notes) contained in the Carolina
         First SEC Reports, including any Carolina First SEC Reports filed after
         the date of this Agreement until the Effective  Time,  complied or will
         comply  as to  form  in  all  Material  respects  with  the  applicable
         published  rules and regulations of the SEC with respect  thereto,  was
         prepared  or will be  prepared  in  accordance  with GAAP  applied on a
         consistent  basis  throughout  the periods  involved  (except as may be
         indicated in the notes to such financial statements, or, in the case of
         unaudited statements, as permitted by Form 10-Q of the SEC), and fairly
         presented or will fairly present the consolidated financial position of
         Carolina First and its  Subsidiaries as at the respective dates and the
         consolidated  results of its  operations and cash flows for the periods
         indicated,  except that the unaudited interim financial statements were
         or are subject to normal and recurring year-end  adjustments which were
         not or are not expected to be Material in amount or effect.

         5.6 Absence of Undisclosed  Liabilities.  No Carolina First Company has
any  Liabilities  that are  reasonably  likely to have,  individually  or in the
aggregate, a Material Adverse Effect on Carolina First, except Liabilities which
are accrued or reserved against in the  consolidated  balance sheets of Carolina
First as of June 30, 1999,  included in the Carolina First Financial  Statements
or reflected in the notes  thereto.  No Carolina  First  Company has incurred or
paid any Liability since June 30, 1999, except for such Liabilities  incurred or
paid in the ordinary course of business  consistent with past business  practice
and which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Carolina First.

         5.7  Absence of Certain  Changes or Events.  Since June 30,  1999,  (i)
there have been no  events,  changes,  or  occurrences  which  have had,  or are
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect on Carolina  First,  and (ii) the Carolina First Companies have conducted
their respective businesses in the ordinary and usual course (excluding, in each
case,  the  incurrence  of  expenses  or  obligations  in  connection  with this
Agreement or other changes resulting from the transactions contemplated hereby).

         5.8 Tax Matters.

                  (a) All Tax  Returns  required  to be filed by or on behalf of
         any of the Carolina First Companies have been timely filed, or requests
         for extensions  have been timely filed,  granted,  and have not expired
         for periods ended on or before December 31, 1998, and, to the Knowledge
         of Carolina  First,  all Tax Returns filed are complete and accurate in
         all Material respects.  All Tax Returns for periods ending on or before
         the date of the most recent fiscal year end  immediately  preceding the
         Effective Time will be timely filed or requests for extensions  will be
         timely  filed.  All Taxes shown on filed Tax Returns  have been paid or
         will be timely  paid.  There is no audit  examination,  deficiency,  or
         refund  Litigation with respect to any Taxes, that is reasonably likely
         to result in a  determination  that would have,  individually or in the
         aggregate,  a Material Adverse Effect on Carolina First,  except to the
         extent reflected in the Carolina First Financial Statements dated prior
         to the date of this Agreement. All Taxes and other Liabilities due with
         respect to completed and settled  examinations or concluded  Litigation
         have been paid.  There are no Liens  with  respect to Taxes upon any of
         the Assets of the Carolina First  Companies,  except for any such Liens
         which are not  reasonably  likely to have a Material  Adverse Effect on
         Carolina First.

                  (b) None of the  Carolina  First  Companies  has  executed  an
         extension or waiver of any statute of  limitations on the assessment or
         collection of any Tax due (excluding such statutes that relate to years
         currently  under  examination by the Internal  Revenue Service or other
         applicable taxing authorities) that is currently in effect.

                  (c) Adequate  provision for any Taxes due or to become due for
         any of the Carolina First  Companies for the period or periods  through
         and  including  the date of the  respective  Carolina  First  Financial
         Statements  has  been  made and is  reflected  on such  Carolina  First
         Financial Statements.

                  (d) Each of the  Carolina  First  Companies  is in  compliance
         with, and its records contain all information and documents  (including
         properly  completed  IRS  Forms  W-9)  necessary  to comply  with,  all
         applicable information reporting and Tax withholding requirements under
         federal,  state,  and local Tax Laws,  and such records  identify  with
         specificity all accounts  subject to backup  withholding  under Section
         3406 of the  Internal  Revenue  Code,  except  for  such  instances  of
         noncompliance  and such omissions as are not reasonably likely to have,
         individually or in the aggregate, a Material Adverse Effect on Carolina
         First.

                  (e)  None  of  the  Carolina  First  Companies  has  made  any
         payments,  is  obligated  to make  any  payments,  or is a party to any
         contract,  agreement,  or other  arrangement  that could obligate it to
         make any payments that would be disallowed as a deduction under Section
         280G or 162(m) of the Internal  Revenue Code except as disclosed in the
         Carolina First Disclosure Memorandum.

                  (f)      Deferred Taxes of  the Carolina First  Companies have
         been provided for in accordance with GAAP.

                  (g) None of the Carolina First Companies is a party to any Tax
         allocation  or  sharing  agreement,  and  none  of the  Carolina  First
         Companies  has  been  a  member  of  an   affiliated   group  filing  a
         consolidated  federal income Tax Return (other than a group, the common
         parent of which was Carolina  First) or has any  Liability for Taxes of
         any Person  (other  than  Carolina  First)  under  Treasury  Regulation
         Section 1.1502-6 (or any similar  provision of state,  local or foreign
         Law) as a transferee or successor or by Contract or otherwise.

                  (h) There has not been an  ownership  change,  as  defined  in
         Internal  Revenue Code Section 382(g),  of the Carolina First Companies
         that occurred  during or after any Taxable Period in which the Carolina
         First Companies  incurred a net operating loss that carries over to any
         Taxable Period ending after December 31, 1998.

                  (i) No Carolina  First  Company  has filed any  consent  under
         Section  341(f) of the  Internal  Revenue Code  concerning  collapsible
         corporations.

                  (j) After the date of this  Agreement,  no  Material  election
         with  respect to Taxes will be made  without the prior  consent of FCC,
         which consent will not be unreasonably withheld.

                  (k) No  Carolina  First  Company  has or has  had a  permanent
         establishment in any foreign country,  as defined in any applicable tax
         treaty  or  convention  between  the  United  States  and such  foreign
         country.

         5.9 Assets.  The  Carolina  First  Companies  have good and  marketable
title,  free and clear of all  Liens,  to all of their  respective  Assets.  All
tangible  properties  used in the businesses of the Carolina First Companies are
in good  condition,  reasonable  wear and tear  excepted,  and are usable in the
ordinary course of business consistent with Carolina First's past practices. All
Assets which are Material to Carolina First's business on a consolidated  basis,
held under leases or subleases by any of the Carolina First Companies,  are held
under valid  Contracts  enforceable in accordance  with their  respective  terms
(except as enforceability may be limited by applicable  bankruptcy,  insolvency,
reorganization,   moratorium,   conservatorship,   receivership  or  other  Laws
affecting the  enforcement  of creditors'  rights  generally and except that the
availability  of the  equitable  remedy of specific  performance  or  injunctive
relief is subject to the  discretion  of the court before which any  proceedings
may be  brought),  and each  such  Contract  is in full  force and  effect.  The
Carolina First Companies  currently  maintain  insurance in amounts,  scope, and
coverage reasonably  necessary for their operations.  None of the Carolina First
Companies has received notice from any insurance carrier that (i) such insurance
will be canceled or that coverage  thereunder will be reduced or eliminated,  or
(ii)  premium  costs  with  respect  to  such  policies  of  insurance  will  be
substantially  increased. The Assets of the Carolina First Companies include all
Assets  required to operate the  business of the  Carolina  First  Companies  as
presently conducted.

         5.10 Environmental Matters.

                  (a) To the Knowledge of Carolina  First,  each Carolina  First
         Company, its Participation Facilities, and its Loan Properties are, and
         have been,  in compliance  with all  Environmental  Laws,  except those
         violations which are not reasonably likely to have,  individually or in
         the aggregate, a Material Adverse Effect on Carolina First.

                  (b) There is no  Litigation  pending or, to the  Knowledge  of
         Carolina First,  threatened before any court,  governmental  agency, or
         authority, or other forum in which any Carolina First Company or to the
         Knowledge of Carolina  First any of its  Participation  Facilities  has
         been or, with  respect to  threatened  Litigation,  may  reasonably  be
         expected  to be  named as a  defendant  (i) for  alleged  noncompliance
         (including  by any  predecessor)  with  any  Environmental  Law or (ii)
         relating to the release into the environment of any Hazardous Material,
         whether or not  occurring  at, on,  under,  or  involving a site owned,
         leased,  or  operated  by  any  Carolina  First  Company  or any of its
         Participation  Facilities,   except  for  such  Litigation  pending  or
         threatened  that is not reasonably  likely to have,  individually or in
         the aggregate, a Material Adverse Effect on Carolina First.

                  (c) To the Knowledge of Carolina First, there is no Litigation
         pending,  or to the Knowledge of Carolina First,  threatened before any
         court,  governmental  agency,  or board, or other forum in which any of
         its  Loan  Properties  (or  Carolina  First  in  respect  of such  Loan
         Property)  has been or,  with  respect  to  threatened  Litigation,  is
         reasonably   expected  to  be  named  as  a  defendant  or  potentially
         responsible  party  (i) for  alleged  noncompliance  (including  by any
         predecessor) with any Environmental Law or (ii) relating to the release
         into  the  environment  of  any  Hazardous  Material,  whether  or  not
         occurring at, on, under, or involving a Loan Property,  except for such
         Litigation pending or threatened that is not reasonably likely to have,
         individually or in the aggregate, a Material Adverse Effect on Carolina
         First.

                  (d) To the Knowledge of Carolina  First,  during the period of
         (i) any Carolina First Company's ownership or operation of any of their
         respective  current  properties,  (ii)  any  Carolina  First  Company's
         participation in the management of any Participation Facility, or (iii)
         any Carolina First Company's  holding of a security  interest in a Loan
         Property,  there have been no releases of  Hazardous  Material  in, on,
         under, or affecting (or potentially affecting) such properties,  except
         such as are not  reasonably  likely  to  have,  individually  or in the
         aggregate,  a Material  Adverse Effect on Carolina First.  Prior to the
         period of (i) any Carolina  First  Company's  ownership or operation of
         any of their  respective  current  properties,  (ii) any Carolina First
         Company's   participation  in  the  management  of  any   Participation
         Facility,  or (iii) any Carolina First Company's  holding of a security
         interest in a Loan Property,  to the Knowledge of Carolina First, there
         were no releases of Hazardous  Material in, on, under, or affecting any
         such property, Participation Facility, or Loan Property, except such as
         are not reasonably likely to have,  individually or in the aggregate, a
         Material Adverse Effect on Carolina First.

         5.11 Compliance with Laws.  Carolina First is duly registered as a bank
holding company under the BHC Act. Each Carolina First Company has in effect all
Permits  necessary for it to own,  lease,  or operate its Material Assets and to
carry on its business as now conducted,  except for those Permits the absence of
which are not reasonably  likely to have,  individually  or in the aggregate,  a
Material  Adverse  Effect on Carolina  First,  and there has occurred no Default
under any such Permit,  other than Defaults which are not  reasonably  likely to
have,  individually or in the aggregate,  a Material  Adverse Effect on Carolina
First. None of the Carolina First Companies:

                  (a) is in violation of any Laws, Orders, or Permits applicable
         to its  business  or  employees  conducting  its  business,  except for
         violations which are not reasonably likely to have,  individually or in
         the aggregate, a Material Adverse Effect on Carolina First; and

                  (b) has received any  notification or  communication  from any
         agency or  department  of federal,  state,  or local  government or any
         Regulatory  Authority  or the  staff  thereof  (i)  asserting  that any
         Carolina  First  Company is not in  compliance  with any of the Laws or
         Orders  which  such  governmental  authority  or  Regulatory  Authority
         enforces,  where  such  noncompliance  is  reasonably  likely  to have,
         individually or in the aggregate, a Material Adverse Effect on Carolina
         First, (ii) threatening to revoke any Permits,  the revocation of which
         is  reasonably  likely to have,  individually  or in the  aggregate,  a
         Material  Adverse  Effect on Carolina  First,  or (iii)  requiring  any
         Carolina  First Company (x) to enter into or consent to the issuance of
         a cease and desist order, formal agreement,  directive,  commitment, or
         memorandum of  understanding,  or (y) to adopt any Board  resolution or
         similar  undertaking,  which  restricts  materially  the conduct of its
         business, or in any manner relates to its capital adequacy,  its credit
         or reserve  policies,  its  management,  or  restricts  the  payment of
         dividends.

         5.12 Labor  Relations.  No Carolina First Company is the subject of any
Litigation  asserting  that it or any other Carolina First Company has committed
an unfair labor practice (within the meaning of the National Labor Relations Act
or  comparable  state Law) or seeking to compel it or any other  Carolina  First
Company to bargain  with any labor  organization  as to wages or  conditions  of
employment,  nor is any  Carolina  First  Company  a party  to or  bound  by any
collective bargaining  agreement,  Contract, or other agreement or understanding
with a labor union or labor organization, nor is there any strike or other labor
dispute involving any Carolina First Company,  pending or threatened,  or to the
Knowledge of Carolina First, is there any activity  involving any Carolina First
Company's employees seeking to certify a collective  bargaining unit or engaging
in any other organization activity.

         5.13 Employee Benefit Plans.

                  (a) Carolina First has disclosed to FCC in Section 5.13 of the
         Carolina  First  Disclosure  Memorandum,  and  has  delivered  or  made
         available to FCC prior to the execution of this  Agreement  correct and
         complete  copies in each case of, all Material  Carolina First Benefits
         Plans.  For purposes of this Agreement,  "Carolina First Benefit Plans"
         means all pension, retirement,  profit-sharing,  deferred compensation,
         stock option, employee stock ownership, severance pay, vacation, bonus,
         or other  incentive  plan,  all  other  written  employee  programs  or
         agreements,  all medical,  vision,  dental,  or other health plans, all
         life insurance  plans,  and all other employee  benefit plans or fringe
         benefit plans, including, without limitation,  "employee benefit plans"
         as that  term is  defined  in  Section  3(3) of  ERISA  maintained  by,
         sponsored  in whole or in part by, or  contributed  to by, any Carolina
         First  Company  for the  benefit of  employees,  retirees,  dependents,
         spouses, directors, independent contractors, or other beneficiaries and
         under  which  employees,  retirees,  dependents,   spouses,  directors,
         independent  contractors,   or  other  beneficiaries  are  eligible  to
         participate.  Any of the  Carolina  First  Benefit  Plans  which  is an
         "employee  welfare  benefit  plan," as that term is  defined in Section
         3(l) of ERISA,  or an "employee  pension benefit plan," as that term is
         defined in Section 3(2) of ERISA,  is referred to herein as a "Carolina
         First  ERISA  Plan."  Any  Carolina  First  ERISA  Plan which is also a
         "defined  benefit  plan" (as defined in Section  414(j) of the Internal
         Revenue  Code or  Section  3(35) of ERISA) is  referred  to herein as a
         "Carolina First Pension Plan." Neither  Carolina First nor any Carolina
         First Company has an "obligation  to  contribute"  (as defined in ERISA
         Section 4212) to a  "multiemployer  plan" (as defined in ERISA Sections
         4001(a)(3) and  3(37)(A)).  Each  "employee  pension  benefit plan," as
         defined in Section  3(2) of ERISA,  maintained  by any  Carolina  First
         Company  since  December  31, 1990 that was  intended to qualify  under
         Section  401(a) of the Internal  Revenue Code and with respect to which
         any Carolina First Company has any  Liability,  is disclosed as such in
         Section 5.13 of the Carolina First Disclosure Memorandum.

                  (b)  Carolina  First has  delivered  or made  available to FCC
         prior to the execution of this Agreement correct and complete copies of
         the  following  documents:  (i) all trust  agreements  or other funding
         arrangements for such Carolina First Benefit Plans (including insurance
         contracts),  and all amendments thereto,  (ii) with respect to any such
         Carolina First Benefit Plans or amendments,  all determination letters,
         Material  rulings,   Material  opinion  letters,  Material  information
         letters,  or Material  advisory opinions issued by the Internal Revenue
         Service,  the United States Department of Labor, or the Pension Benefit
         Guaranty  Corporation  after December 31, 1996, (iii) annual reports or
         returns,   audited  or  unaudited   financial   statements,   actuarial
         valuations and reports,  and summary  annual  reports  prepared for any
         Carolina  First Benefit Plan with respect to the most recent plan year,
         and (iv) the most recent  summary  plan  descriptions  and any Material
         modifications thereto.

                  (c) All Carolina  First Benefit  Plans are in compliance  with
         the applicable terms of ERISA, the Internal Revenue Code, and any other
         applicable Laws, the breach or violation of which is reasonably  likely
         to have, individually or in the aggregate, a Material Adverse Effect on
         Carolina First.  Each Carolina First ERISA Plan which is intended to be
         qualified  under  Section  401(a)  of the  Internal  Revenue  Code  has
         received a favorable  determination  letter or opinion  letter from the
         Internal  Revenue  Service or is still  within the  remedial  amendment
         period  applicable to such Plan and Carolina  First is not aware of any
         circumstances  which will or could  reasonably  revocation or denial of
         any such favorable  determination  letter or opinion letter. Each trust
         created under any Carolina  First ERISA Plan has been  determined to be
         exempt from Tax under Section  501(a) of the Internal  Revenue Code and
         Carolina  First is not aware of any  circumstance  which  will or could
         reasonably  result in  revocation  or denial  of such  exemption.  With
         respect  to  each  Carolina  First  Benefit  Plan to the  Knowledge  of
         Carolina  First,  no event has  occurred  which  will or is  reasonably
         likely to result in a loss of any intended Tax  consequences  under the
         Internal  Revenue Code or to any Tax under  Section 511 of the Internal
         Revenue  Code  that  is  reasonably  likely,  individually  or  in  the
         aggregate,  to have a Material Adverse Effect on Carolina First.  There
         is no  Material  pending  or,  to  the  Knowledge  of  Carolina  First,
         threatened  Litigation  relating  to any  Carolina  First  ERISA  Plan.
         Section  5.13(c) of the Carolina First  Disclosure  discloses any Plans
         for which a remedial amendment has been applied for and rejected.

                  (d) No Carolina  First  Company  has engaged in a  transaction
         with respect to any  Carolina  First  Benefit  Plan that,  assuming the
         Taxable  Period  of such  transaction  expired  as of the  date of this
         Agreement,  would subject any Carolina  First Company to a Material tax
         or penalty imposed by either Section 4975 of the Internal  Revenue Code
         or Section  502(i) of ERISA in amounts which are  reasonably  likely to
         have,  individually or in the aggregate,  a Material  Adverse Effect on
         Carolina  First.  Neither  Carolina  First  nor,  to the  knowledge  of
         Carolina First,  any  administrator  or fiduciary of any Carolina First
         Benefit Plan (or any agent of any of the  foregoing) has engaged in any
         transaction,  or acted  or  failed  to act in any  manner  which  could
         subject  Carolina  First  to  any  direct  or  indirect  Liability  (by
         indemnity or otherwise) for breach of any fiduciary,  co-fiduciary,  or
         other duty under ERISA,  where such  Liability,  individually or in the
         aggregate,  is reasonably  likely to have a Material  Adverse Effect on
         Carolina   First.  No  oral  or  written   representation   or  written
         communication  with respect to any aspect of the Carolina First Benefit
         Plans has been made to employees of any Carolina First Company which is
         not in accordance with the written or otherwise  preexisting  terms and
         provisions  of such plans,  where any  Liability  with  respect to such
         representation  or disclosure  is reasonably  likely to have a Material
         Adverse Effect on Carolina First.

                  (e) Since  the date of the most  recent  actuarial  valuation,
         there has been (i) no  Material  change in the  financial  position  or
         funded status of any Carolina First Pension Plan, (ii) no change in the
         actuarial  assumptions with respect to any Carolina First Pension Plan,
         and (iii) no increase in benefits under any Carolina First Pension Plan
         as a result of plan  amendments  or changes in  applicable  Law, any of
         which is reasonably likely to have, individually or in the aggregate, a
         Material  Adverse Effect on Carolina First.  Neither any Carolina First
         Pension  Plan nor any  "single-employer  plan,"  within the  meaning of
         Section  4001(a)(15) of ERISA,  currently or formerly maintained by any
         Carolina First Company, or the single-employer plan of any entity which
         is considered  one employer  with Carolina  First under Section 4001 of
         ERISA or Section  414 of the  Internal  Revenue  Code or Section 302 of
         ERISA (whether or not waived) (a "Carolina First ERISA  Affiliate") has
         an "accumulated  funding  deficiency" within the meaning of Section 412
         of the Internal Revenue Code or Section 302 of ERISA. All contributions
         with respect to a Carolina  First  Pension Plan or any  single-employer
         plan of a Carolina  First ERISA  Affiliate  have or will be timely made
         and there is no lien under  Internal  Revenue  Code  Section  412(n) or
         ERISA Section 302(f) or Tax under  Internal  Revenue Code Section 4971.
         No  Carolina  First  Company has  provided,  or is required to provide,
         security to a Carolina  First  Pension  Plan or to any  single-employer
         plan of a Carolina First ERISA Affiliate pursuant to Section 401(a)(29)
         of the Internal  Revenue Code.  All premiums  required to be paid under
         ERISA Section 4006 have been timely paid by Carolina  First,  except to
         the extent any  failure  would not have a  Material  Adverse  Effect on
         Carolina First.

                  (f) No  Liability  under  Title  IV of  ERISA  has  been or is
         expected to be incurred by any Carolina  First  Company with respect to
         any defined  benefit plan  currently or formerly  maintained  by any of
         them or by any  Carolina  First  ERISA  Affiliate  that  has  not  been
         satisfied in full (other than  Liability for Pension  Benefit  Guaranty
         Corporation  premiums,  which  have been  paid when due,  except to the
         extent any failure would not have a Material Adverse Effect on Carolina
         First).

                  (g) No Carolina First Company has any  obligations for retiree
         health  and  retiree  life  benefits  under any of the  Carolina  First
         Benefit Plans other than with respect to benefit  coverage  mandated by
         applicable Law.

                  (h) Neither the execution  and delivery of this  Agreement nor
         the  consummation  of the  transactions  contemplated  hereby will,  by
         themselves,  (i) result in any payment (including,  without limitation,
         severance,  unemployment compensation,  golden parachute, or otherwise)
         becoming  due to any  director or any  employee of any  Carolina  First
         Company  from any  Carolina  First  Company  under any  Carolina  First
         Benefit Plan or otherwise, (ii) increase any benefits otherwise payable
         under  any  Carolina  First  Benefit  Plan,  or  (iii)  result  in  any
         acceleration of the time of payment or vesting of any such benefit.

         5.14  Material  Contracts.  Except as  disclosed in Section 5.14 of the
Carolina First Disclosure memorandum,  none of the Carolina First Companies, nor
any of their respective Assets,  businesses, or operations, is a party to, or is
bound or affected by, or receives benefits under, (i) any employment, severance,
termination, consulting, or retirement Contract providing for aggregate payments
to any  Person in any  calendar  year in excess of  $75,000,  (ii) any  Contract
relating  to the  borrowing  of  money  by any  Carolina  First  Company  or the
guarantee  by any  Carolina  First  Company of any such  obligation  (other than
Contracts   evidencing   deposit   liabilities,   purchases  of  federal  funds,
fully-secured  repurchase  agreements,  and Federal  Home Loan Bank  advances to
depository institution  Subsidiaries,  trade payables, and Contracts relating to
borrowings or  guarantees  made in the ordinary  course of business),  (iii) any
Contract  which  prohibits or restricts any Carolina First Company from engaging
in any business activities in any geographic area, line of business or otherwise
in  competition  with any  other  Person,  (iv)  any  Contract  relating  to the
provision of data processing network communication,  or other technical services
to or by any Carolina First Company,  (v) any Contract  relating to the purchase
or sale of goods or services (other than Contracts  entered into in the ordinary
course of business and involving  payments under any individual  Contract not in
excess  of $  300,000),  (vi)  any  exchange-traded  or  over-the-counter  Swap,
forward,  future,  option, cap, floor or collar financial Contract, or any other
interest  rate or foreign  currency  protection  Contract  not  reflected in the
Carolina First Financial Statements, which is a financial derivative Contract or
(vii) any other Contract or amendment thereto that would be required to be filed
as an exhibit to a Form 10-K filed by Carolina First with the SEC as of the date
of this Agreement that has not been filed as an exhibit to Carolina First's Form
10-K filed for the fiscal  year  ended  December  31,  1998,  or in another  SEC
Document and  identified  to FCC  (together  with all  Contracts  referred to in
Sections 5.9 and 5.13(a) of this  Agreement,  the "Carolina  First  Contracts").
With respect to each Carolina First Contract:  (i) the Contract is in full force
and effect; (ii) no Carolina First Company is in Default thereunder,  other than
Defaults  which  are not  reasonably  likely  to  have,  individually  or in the
aggregate,  a Material Adverse Effect on Carolina First; (iii) no Carolina First
Company has  repudiated or waived any Material  provision of any such  Contract;
and (iv) no other party to any such  Contract  is, to the  Knowledge of Carolina
First,  in Default in any respect,  other than Defaults which are not reasonably
likely to have, individually or in the aggregate or has repudiated or waived any
Material provision thereunder.  Except for Federal Home Loan Bank advances,  all
of the  indebtedness  of any  Carolina  First  Company  for  money  borrowed  is
prepayable  at any  time by such  Carolina  First  Company  without  penalty  or
premium.

         5.15 Legal Proceedings.

                  (a) There is no Litigation  instituted or pending,  or, to the
         Knowledge of Carolina  First,  threatened  against any  Carolina  First
         Company,  or against any  director or  employee  (in their  capacity as
         such) or against any Asset,  employee benefit plan, interest,  or right
         of any of them,  nor,  except as  described  in Section  5.15(a) of the
         Carolina  First  Disclosure  Memorandum,  are there  any  Orders of any
         Regulatory Authorities,  other governmental authorities, or arbitrators
         outstanding against any Carolina First Company.

                  (b)  Section   5.15(b)  of  the  Carolina   First   Disclosure
         Memorandum  includes a summary  report of all Litigation as of the date
         of this  Agreement to which any Carolina  First  Company is a party and
         which names a Carolina First Company as a defendant or  cross-defendant
         and where the maximum  exposure is reasonably  estimated to be $200,000
         or more.

         5.16 Reports.  Since January 1, 1996,  or the date of  organization  if
later,  each Carolina First Company has timely filed all reports and statements,
together with any amendments  required to be made with respect thereto,  that it
was  required  to file with any  Regulatory  Authorities  (except in the case of
state securities  authorities,  failures to file which are not reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect on Carolina
First).  As of their  respective  dates,  each of such  reports  and  documents,
including the financial statements, exhibits, and schedules thereto, complied in
all Material  respects with all applicable Laws. As of their  respective  dates,
each such report and document did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements made therein,  in light of the circumstances  under which
they were made, not misleading.

         5.17   Statements   True  and  Correct.   No  statement,   certificate,
instrument, or other writing furnished or to be furnished by or on behalf of any
Carolina  First  Company or any  executive  officer or director of any  Carolina
First Company  thereof to FCC pursuant to this Agreement or any other  document,
agreement,  or instrument referred to herein contains or will contain any untrue
statement of Material  fact or will omit to state a Material  fact  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  None of the information supplied or to be supplied by any
Carolina  First  Company or any  executive  officer or director of any  Carolina
First Company  thereof  regarding  Carolina First or such  executive  officer or
director  of any  Carolina  First  Company  for  inclusion  in the  Registration
Statement to be filed by FCC with the SEC will, when the Registration  Statement
becomes effective,  be false or misleading with respect to any Material fact, or
contain any untrue  statement of a Material  fact, or omit to state any Material
fact  required  to be stated  thereunder  or  necessary  to make the  statements
therein not misleading.  None of the  information  supplied or to be supplied by
any Carolina First Company or any executive  officer or director of any Carolina
First Company thereof for inclusion in the Joint Proxy Statement to be mailed to
FCC's and Carolina  First's  stockholders in connection  with the  Stockholders'
Meetings will, when first mailed to the  stockholders of FCC and Carolina First,
be false or  misleading  with  respect to any  Material  fact,  or  contain  any
misstatement of Material fact, or omit to state any Material fact required to be
stated thereunder or necessary to make the statements  therein,  in light of the
circumstances under which they were made, not misleading, or, in the case of the
Joint Proxy  Statement or any amendment  thereof or supplement  thereto,  at the
time of the Stockholders'  Meetings,  be false or misleading with respect to any
Material  fact,  or omit to  state  any  Material  fact  required  to be  stated
thereunder  or  necessary  to correct  any  Material  statement  in any  earlier
communication   with  respect  to  the   solicitation   of  any  proxy  for  the
Stockholders'  Meetings.  All documents  that any Carolina  First Company or any
executive  officer  or  director  of  any  Carolina  First  Company  thereof  is
responsible  for filing with any  Regulatory  Authority in  connection  with the
transactions contemplated hereby will comply as to form in all Material respects
with the provisions of applicable Law.

         5.18 Accounting, Tax, and Regulatory Matters. No Carolina First Company
or any  executive  officer or director of  Carolina  First  thereof has taken or
agreed to take any action and  Carolina  First has no  Knowledge  of any fact or
circumstance   that  is  reasonably  likely  to  (i)  prevent  the  transactions
contemplated  hereby,  including  the  Merger,  from  qualifying  for pooling of
interests  accounting  treatment  or as a  reorganization  within the meaning of
Section 368(a) of the Internal Revenue Code, or (ii) materially  impede or delay
receipt of any Consents of Regulatory  Authorities referred to in Section 9.1(b)
of this  Agreement or result in the  imposition of a condition or restriction of
the type referred to in the last sentence of such Section.

         5.19 State  Takeover  Laws.  Each Carolina  First Company has taken all
necessary action to exempt the transactions contemplated by this Agreement from,
or if necessary to challenge the validity or  applicability  if, any  applicable
"moratorium,"  "control share," "fair price,"  "business  combination," or other
anti-takeover  laws and  regulations,  including  Articles 9 and 9A of the NCBCA
(collectively, "Takeover Laws").

         5.20 Charter  Provisions.  Each  Carolina  First  Company has taken all
action so that the entering into of this Agreement and the  consummation  of the
Merger and the other transactions contemplated by this Agreement do not and will
not  result  in the grant of any  rights to any  Person  under the  Articles  of
Incorporation,  Bylaws,  or other  governing  instruments  of any Carolina First
Company or restrict or impair the ability of FCC or any of its  Subsidiaries  to
vote,  or  otherwise to exercise  the rights of a  stockholder  with respect to,
shares of any Carolina First Company that may be directly or indirectly acquired
or controlled by it.

         5.21  Derivatives.  All  interest  rate  swaps,  caps,  floors,  option
agreements,  futures and forward  contracts,  and other similar risk  management
arrangements,  whether entered into for Carolina First's own account, or for the
account of one or more the Carolina First Subsidiaries or their customers,  were
entered  into  (i)  in  accordance  with  prudent  business  practices  and  all
applicable  Laws,  and (ii) with  counter  parties  believed  to be  financially
responsible.

         5.22 Year 2000.  Carolina  First has  completed  the four phases of its
Year 2000 readiness program,  as described in the May 5, 1997,  Statement of the
Federal Financial  Institutions  Examination  Council ("FFIEC"),  entitled "Year
2000 Project Management  Awareness" and the April 20, 1998, "Guidance Concerning
Testing  for Year 2000  Readiness."  Carolina  First has made  available  to FCC
complete and accurate copies of its Year 2000 remediation  contingency  plan, as
described in the FFIEC Statements of March 17, 1998, and May 13, 1998,  entitled
"Guidance  Concerning  Institution  Due  Diligence  in  Connection  with Service
Provider and  Software  Vendor Year 2000  Readiness"  and  "Guidance  Concerning
Contingency  Planning in  Connection  with Year 2000  Readiness,"  respectively.
Carolina  First  has  completed  the  four  phases  of the  business  resumption
contingency  planning  process,  as set forth in the guidance issued by FFIEC on
December  11,  1998,  and May 13,  1998,  and has provided to FCC a complete and
accurate copy of its business resumption contingency plan, written documentation
supporting the plan's  development and  validation,  the results of tests on the
plan, and a schedule of future tests.

         5.23 Fairness Opinion. Carolina First has received a written opinion of
The  Robinson-Humphrey  Company,  LLC to the effect that, as of the date of this
Agreement,  the Exchange Ratio is fair,  from a financial  point of view, to the
holders  of  Carolina  First  Common  Stock,  a signed  copy of  which  has been
delivered to FCC.

         5.24 Board Recommendation. The Board of Directors of Carolina First, at
a meeting  duly  called  and held,  has by vote of the  directors  present  (who
constituted all the directors then in office) (i) determined that this Agreement
and  the  transactions  contemplated,  hereby  including  the  Merger,  and  the
transactions  contemplated thereby,  taken together, are fair to and in the best
interests of the Carolina First Stockholders and (ii) resolved to recommend that
the holders of the shares of Carolina First Common Stock approve this Agreement.

                 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF FCC

         Except  as set  forth  in the FCC  Disclosure  Memorandum,  FCC  hereby
represents and warrants to Carolina First as follows:

         6.1  Organization,  Standing,  and  Power.  FCC is a  corporation  duly
organized, validly existing, and in good standing under the Laws of the State of
North  Carolina,  and has the  corporate  power  and  authority  to carry on its
business as now conducted and to own,  lease,  and operate its Material  Assets.
FCC is duly qualified or licensed to transact business as a foreign  corporation
in good  standing in the States of the United  States and foreign  jurisdictions
where the  character  of its Assets or the  nature or  conduct  of its  business
requires it to be so  qualified or licensed,  except for such  jurisdictions  in
which the failure to be so  qualified  or licensed is not  reasonably  likely to
have,  individually or in the aggregate,  a Material  Adverse Effect on FCC. The
minute book and other organizational  documents for FCC have been made available
to  Carolina  First for its review  and are true and  complete  in all  Material
respects or in effect as of the date of this Agreement and accurately reflect in
all  Material  respects  all  amendment  thereto and all actions of the Board of
Directors and Stockholders thereof.

         6.2 Authority; No Breach By Agreement.

                  (a) FCC has the  corporate  power and  authority  necessary to
         execute, deliver, and perform its obligations under this Agreement and,
         subject to the  necessary  stockholder  and  regulatory  approvals,  to
         consummate  the  transactions   contemplated   hereby.  The  execution,
         delivery, and performance of this Agreement and the consummation of the
         transactions  contemplated herein, including the Merger, have been duly
         and validly  authorized  by all necessary  corporate  action in respect
         thereof on the part of FCC,  subject to the approval of this  Agreement
         and the  issuance  of the shares of FCC Common  Stock  pursuant  to the
         Merger by the  holders of a majority of the  outstanding  shares of FCC
         Common  Stock,  which is the only  stockholder  vote  required  for the
         consummation   of  the  Merger  by  FCC.   Subject  to  such  requisite
         stockholder  approval  and  the  Consent  of all  necessary  Regulatory
         Authorities,  this  Agreement  represents a legal,  valid,  and binding
         obligation of FCC, enforceable against FCC in accordance with its terms
         (except  in  all  cases  as  such  enforceability  may  be  limited  by
         applicable  bankruptcy,   insolvency,   reorganization,   receivership,
         conservatorship,  moratorium, or similar Laws affecting the enforcement
         of creditors'  rights generally and except that the availability of the
         equitable  remedy  of  specific  performance  or  injunctive  relief is
         subject to the  discretion of the court before which any proceeding may
         be brought).

                  (b) Neither the  execution  and delivery of this  Agreement by
         FCC,  nor  the  consummation  by FCC of the  transactions  contemplated
         hereby, nor compliance by FCC with any of the provisions  hereof,  will
         (i)  conflict  with or  result in a breach  of any  provision  of FCC's
         Amended and Restated Articles of Incorporation or Bylaws or certificate
         or articles of  incorporation  or bylaws of any FCC  Subsidiary  or any
         currently effective resolution adopted by the Board of Directors or the
         Stockholder(s)  of any FCC  Company,  (ii)  constitute  or  result in a
         Default  under,  or require any Consent  pursuant  to, or result in the
         creation  of any  Lien on any  Asset  of any  FCC  Company  under,  any
         Contract or Permit of any FCC Company,  where such Default or Lien,  or
         any  failure to obtain  such  Consent,  is  reasonably  likely to have,
         individually or in the aggregate,  a Material Adverse Effect on FCC, or
         (iii)  subject to  receipt of the  requisite  Consents  referred  to in
         Section 9.1(b), constitute or result in a Default under, or require any
         Consent  pursuant to, any Law or Order applicable to any FCC Company or
         any of their respective Material Assets.

                  (c) Other than in connection or compliance with the provisions
         of  the  Securities  Laws,  applicable  state  corporate,  banking  and
         securities  Laws,  and  rules of the  NASD,  and  other  than  Consents
         required  from  Regulatory  Authorities,  and other than  notices to or
         filings  with the  Internal  Revenue  Service  or the  Pension  Benefit
         Guaranty  Corporation  with respect to any employee  benefit plans,  or
         under the HSR Act, and other than Consents,  filings,  or notifications
         which,  if not  obtained or made,  are not  reasonably  likely to have,
         individually or in the aggregate,  a Material Adverse Effect on FCC, no
         notice to,  filing with, or Consent of, any public body or authority is
         necessary  for the  consummation  by FCC of the  Merger  and the  other
         transactions contemplated in this Agreement.

         6.3 Capital Stock. The authorized capital stock of FCC consists,  as of
the date of this Agreement,  of 25,000,000  shares of FCC Common Stock, of which
17,566,729 shares were issued and outstanding as of October 31, 1999. All of the
issued and outstanding  shares of FCC Common Stock are, and all of the shares of
FCC Common  Stock to be issued in exchange  for shares of Carolina  First Common
Stock upon consummation of the Merger,  when issued in accordance with the terms
of this  Agreement,  will be, duly and validly issued and  outstanding and fully
paid and nonassessable  under the NCBCA.  None of the outstanding  shares of FCC
Common  Stock has been,  and none of the shares of FCC Common Stock to be issued
in exchange for shares of Carolina First Common Stock upon  consummation  of the
Merger will be, issued in violation of any  preemptive  rights of the current or
past stockholders of FCC.

         6.4 FCC  Subsidiaries.  FCC has  disclosed  in  Section  6.4 of the FCC
Disclosure  Memorandum  all of the  FCC  Subsidiaries  as of the  date  of  this
Agreement. FCC or one of its Subsidiaries owns all of the issued and outstanding
shares of capital stock of each FCC Subsidiary.  No equity securities of any FCC
Subsidiary  are or may become  required to be issued  (other than to another FCC
Company) by reason of any Rights,  and there are no  Contracts  by which any FCC
Subsidiary  is bound to issue  (other  than to another FCC  Company)  additional
shares of its  capital  stock or Rights or by which any FCC Company is or may be
bound to transfer any shares of the capital stock of any FCC  Subsidiary  (other
than to another FCC Company).  There are no Contracts  relating to the rights of
any FCC Company to vote or to dispose of any shares of the capital  stock of any
FCC  Subsidiary.  All of the shares of capital stock of each FCC Subsidiary held
by an FCC Company are duly authorized, validly issued and fully paid and, except
as provided in statutes  pursuant to which depository  institution  Subsidiaries
are  organized,  nonassessable  under  the  applicable  corporation  Law  of the
jurisdiction in which such Subsidiary is incorporated or organized and are owned
by the FCC Company free and clear of any Lien.  Each FCC  Subsidiary is either a
bank or a  corporation,  and is duly  organized,  validly  existing,  and (as to
corporations) in good standing under the Laws of the jurisdiction in which it is
incorporated or organized,  and has the corporate power and authority  necessary
for it to own, lease, and operate its Assets and to carry on its business as now
conducted.  Each FCC  Subsidiary  is duly  qualified  or  licensed  to  transact
business as a foreign  corporation  in good standing in the States of the United
States and foreign jurisdictions where the character of its Assets or the nature
or conduct of its business  requires it to be so  qualified or licensed,  except
for such  jurisdictions  in which the failure to be so  qualified or licensed is
not reasonably  likely to have,  individually  or in the  aggregate,  a Material
Adverse Effect on FCC. Each FCC Subsidiary  that is a depository  institution is
an "insured  institution"  as defined in the Federal  Deposit  Insurance Act and
applicable regulations thereunder,  and the deposits in which are insured by the
Bank Insurance Fund and/or Savings Association Insurance Fund.

         6.5 SEC Filings; Financial Statements.

                  (a) FCC has timely filed and made  available to Carolina First
         all forms,  reports, and documents required to be filed by FCC with the
         SEC since December 31, 1995 (collectively,  the "FCC SEC Reports"). The
         FCC  SEC  Reports  (i) at the  time  filed,  complied  in all  Material
         respects with the applicable  requirements  of the Securities  Laws and
         other applicable Laws, as the case may be, and (ii) did not at the time
         they were filed (or if amended or  superseded  by a filing prior to the
         date of this Agreement,  then on the date of such later filing) contain
         any untrue  statement  of a  Material  fact or omit to state a Material
         fact  required  to be stated in such FCC SEC  Reports or  necessary  in
         order to make the  statements in such FCC SEC Reports,  in light of the
         circumstances  under which they were made, not  misleading.  Except for
         FCC Subsidiaries that are registered as a broker, dealer, or investment
         advisor  or  filings  required  due to  fiduciary  holdings  of the FCC
         Subsidiaries, no FCC Subsidiary is required to file any forms, reports,
         or other documents with the SEC.

                  (b) Each of the FCC Financial Statements  (including,  in each
         case,  any related notes)  contained in the FCC SEC Reports,  including
         any FCC SEC Reports  filed after the date of this  Agreement  until the
         Effective  Time,  complied  or will  comply as to form in all  Material
         respects with the applicable published rules and regulations of the SEC
         with respect  thereto,  was or will be prepared in accordance with GAAP
         applied on a consistent  basis  throughout the periods involved (except
         as may be indicated in the notes to such  financial  statements  or, in
         the case of  unaudited  statements,  as  permitted  by Form 10-Q of the
         SEC),  and fairly  presented  or will fairly  present the  consolidated
         financial  position of FCC and its  Subsidiaries  as at the  respective
         dates and the consolidated results of its operations and cash flows for
         the periods  indicated,  except that the  unaudited  interim  financial
         statements  were  or are  subject  to  normal  and  recurring  year-end
         adjustments which were not or are not expected to be Material in amount
         or effect.

         6.6  Absence  of  Undisclosed  Liabilities.  No  FCC  Company  has  any
Liabilities  that  are  reasonably  likely  to  have,  individually  or  in  the
aggregate,  a  Material  Adverse  Effect on FCC,  except  Liabilities  which are
accrued or reserved against in the consolidated balance sheets of FCC as of June
30, 1999,  included in the FCC  Financial  Statements  or reflected in the notes
thereto and except for  Liabilities  incurred in the ordinary course of business
subsequent  to June 30, 1999.  No FCC Company has incurred or paid any Liability
since  June 30,  1999,  except  for  such  Liabilities  incurred  or paid in the
ordinary course of business consistent with past business practice and which are
not reasonably  likely to have,  individually  or in the  aggregate,  a Material
Adverse Effect on FCC.

         6.7  Absence of Certain  Changes or Events.  Since June 30,  1999,  (i)
there  have been no  events,  changes  or  occurrences  which  have had,  or are
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect  on FCC,  and (ii) the FCC  Companies  have  conducted  their  respective
businesses  in the  ordinary  and usual  course  (excluding,  in each case,  the
incurrence of expenses or obligations in connection with this Agreement or other
changes resulting from the transactions contemplated hereby).

         6.8 Tax Matters.

                  (a) All Tax  Returns  required  to be filed by or on behalf of
         any of the FCC  Companies  have been  timely  filed,  or  requests  for
         extensions  have been timely filed,  granted,  and have not expired for
         periods ended on or before  December 31, 1998, and, to the Knowledge of
         FCC,  all Tax Returns  filed are  complete and accurate in all Material
         respects.  All Tax Returns for periods  ending on or before the date of
         the most recent  fiscal year end  immediately  preceding  the Effective
         Time will be timely  filed or requests  for  extensions  will be timely
         filed.  All Taxes shown on filed Tax Returns  have been paid or will be
         timely  paid.  There is no audit  examination,  deficiency,  or  refund
         Litigation  with  respect to any Taxes,  that is  reasonably  likely to
         result in a  determination  that  would  have,  individually  or in the
         aggregate,  a  Material  Adverse  Effect on FCC,  except to the  extent
         reflected in the FCC  Financial  Statements  dated prior to the date of
         this  Agreement.  All Taxes and other  Liabilities  due with respect to
         completed and settled  examinations  or concluded  Litigation have been
         paid.  There are no Liens with  respect to Taxes upon any of the Assets
         of the  FCC  Companies,  except  for  any  such  Liens  which  are  not
         reasonably likely to have a Material Adverse Effect on FCC.

                  (b) None of the FCC  Companies  has  executed an  extension or
         waiver of any statute of limitations on the assessment or collection of
         any Tax due  (excluding  such statutes  that relate to years  currently
         under  examination by the Internal  Revenue Service or other applicable
         taxing authorities) that is currently in effect.

                  (c) Adequate  provision for any Taxes due or to become due for
         any of the  FCC  Companies  for  the  period  or  periods  through  and
         including the date of the respective FCC Financial  Statements has been
         made and is reflected on such FCC Financial Statements.

                  (d) Each of the FCC Companies is in compliance  with,  and its
         records  contain all  information  and  documents  (including  properly
         completed  IRS Forms W-9)  necessary  to comply  with,  all  applicable
         information  reporting and Tax withholding  requirements under federal,
         state,  and local Tax Laws, and such records  identify with specificity
         all accounts  subject to backup  withholding  under Section 3406 of the
         Internal Revenue Code,  except for such instances of noncompliance  and
         such omissions as are not reasonably likely to have, individually or in
         the aggregate, a Material Adverse Effect on FCC.

                  (e)  None of the FCC  Companies  has  made  any  payments,  is
         obligated  to  make  any  payments,  or is a  party  to  any  contract,
         agreement,  or other  arrangement  that could  obligate  it to make any
         payments that would be disallowed as a deduction  under Section 280G or
         162(m) of the  Internal  Revenue  Code except as  disclosed  in the FCC
         Disclosure Memorandum.

                  (f)      Deferred Taxes  of   the FCC   Companies  have   been
         provided for in accordance with GAAP.

                  (g) None of the FCC Companies is a party to any Tax allocation
         or sharing  agreement,  and none of the FCC Companies has been a member
         of an affiliated group filing a consolidated  federal income Tax Return
         (other  than a group,  the  common  parent of which was FCC) or has any
         Liability  for Taxes of any Person  (other than  Carolina  First) under
         Treasury  Regulation  Section  1.1502-6  (or any similar  provision  of
         state,  local  or  foreign  Law) as a  transferee  or  successor  or by
         Contract or otherwise.

                  (h) There has not been an  ownership  change,  as  defined  in
         Internal  Revenue  Code  Section  382(g),  of the  FCC  Companies  that
         occurred  during or after any Taxable Period in which the FCC Companies
         incurred a net operating  loss that carries over to any Taxable  Period
         ending after December 31, 1998.

                  (i) No FCC Company has filed any consent under Section  341(f)
         of the Internal Revenue Code concerning collapsible corporations.

                  (j) After the date of this  Agreement,  no  Material  election
         with  respect  to Taxes  will be made  without  the  prior  consent  of
         Carolina First, which consent will not be unreasonably withheld.

                  (k) No FCC Company has or has had a permanent establishment in
         any  foreign  country,  as  defined  in any  applicable  tax  treaty or
         convention between the United States and such foreign country.

         6.9 Assets.  The FCC Companies have good and marketable title, free and
clear of all Liens, to all of their respective Assets.  All tangible  properties
used in the  businesses of the FCC Companies are in good  condition,  reasonable
wear and tear  excepted,  and are  usable in the  ordinary  course  of  business
consistent  with FCC's past  practices.  All Assets  which are Material to FCC's
business on a consolidated  basis,  held under leases or subleases by any of the
FCC Companies,  are held under valid  Contracts  enforceable in accordance  with
their  respective terms (except as  enforceability  may be limited by applicable
bankruptcy,    insolvency,    reorganization,    moratorium,    conservatorship,
receivership  or other Laws  affecting  the  enforcement  of  creditors'  rights
generally and except that the  availability of the equitable  remedy of specific
performance  or  injunctive  relief is  subject to the  discretion  of the court
before which any proceedings may be brought),  and each such Contract is in full
force and effect.  The FCC Companies  currently  maintain  insurance in amounts,
scope, and coverage reasonably  necessary for their operations.  None of the FCC
Companies has received notice from any insurance carrier that (i) such insurance
will be canceled or that coverage  thereunder will be reduced or eliminated,  or
(ii)  premium  costs  with  respect  to  such  policies  of  insurance  will  be
substantially  increased.  The Assets of the FCC  Companies  include  all Assets
required to operate the business of the FCC Companies as presently conducted.

         6.10 Environmental Matters.

                  (a)  To  the   Knowledge  of  FCC,   each  FCC  Company,   its
         Participation  Facilities,  and its Loan Properties are, and have been,
         in compliance  with all  Environmental  Laws,  except those  violations
         which  are  not  reasonably  likely  to  have,  individually  or in the
         aggregate, a Material Adverse Effect on FCC.

                  (b) There is no  Litigation  pending or, to the  Knowledge  of
         FCC, threatened before any court, governmental agency, or authority, or
         other forum in which any FCC Company or, to the  Knowledge  of FCC, any
         of its Participation Facilities has been or, with respect to threatened
         Litigation,  may  reasonably be expected to be named as a defendant (i)
         for  alleged  noncompliance  (including  by any  predecessor)  with any
         Environmental  Law or (ii) relating to the release into the environment
         of any Hazardous  Material,  whether or not occurring at, on, under, or
         involving a site owned,  leased,  or operated by any FCC Company or any
         of its Participation Facilities,  except for such Litigation pending or
         threatened  that is not reasonably  likely to have,  individually or in
         the aggregate, a Material Adverse Effect on FCC.

                  (c) There is no  Litigation  pending or, to the  Knowledge  of
         FCC,  threatened  before any court,  governmental  agency, or board, or
         other forum in which any of its Loan  Properties  (or FCC in respect of
         such Loan Property) has been or, with respect to threatened Litigation,
         is  reasonably  expected  to be named  as a  defendant  or  potentially
         responsible  party  (i) for  alleged  noncompliance  (including  by any
         predecessor) with any Environmental Law or (ii) relating to the release
         into  the  environment  of  any  Hazardous  Material,  whether  or  not
         occurring at, on, under, or involving a Loan Property,  except for such
         Litigation pending or threatened that is not reasonably likely to have,
         individually or in the aggregate, a Material Adverse Effect on FCC.

                  (d) To the Knowledge of FCC,  during the period of (i) any FCC
         Company's  ownership or operation  of any of their  respective  current
         properties,  (ii) any FCC Company's  participation in the management of
         any  Participation  Facility,  or (iii) any FCC Company's  holding of a
         security  interest in a Loan  Property,  there have been no releases of
         Hazardous   Material  in,  on,  under,  or  affecting  (or  potentially
         affecting) such properties, except such as are not reasonably likely to
         have,  individually or in the aggregate,  a Material  Adverse Effect on
         FCC.  Prior  to the  period  of (i)  any  FCC  Company's  ownership  or
         operation of any of their respective current  properties,  (ii) any FCC
         Company's   participation  in  the  management  of  any   Participation
         Facility,  or (iii) any FCC Company's holding of a security interest in
         a Loan  Property,  to the  Knowledge of FCC,  there were no releases of
         Hazardous  Material  in, on,  under,  or affecting  any such  property,
         Participation  Facility,  or  Loan  Property,  except  such  as are not
         reasonably likely to have, individually or in the aggregate, a Material
         Adverse Effect on FCC.

         6.11  Compliance  with Laws.  FCC is duly  registered as a bank holding
company under the BHC Act. Each FCC Company has in effect all Permits  necessary
for it to own,  lease,  or  operate  its  Material  Assets  and to  carry on its
business as now conducted, except for those Permits the absence of which are not
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect on FCC,  and there has occurred no Default  under any such Permit,  other
than Defaults which are not reasonably  likely to have,  individually  or in the
aggregate, a Material Adverse Effect on FCC. None of the FCC Companies:

                  (a) is in violation of any Laws, Orders, or Permits applicable
         to its  business  or  employees  conducting  its  business,  except for
         violations which are not reasonably likely to have,  individually or in
         the aggregate, a Material Adverse Effect on FCC; and

                  (b) has received any  notification or  communication  from any
         agency or  department  of federal,  state,  or local  government or any
         Regulatory  Authority or the staff thereof (i)  asserting  that any FCC
         Company is not in compliance  with any of the Laws or Orders which such
         governmental  authority or Regulatory  Authority  enforces,  where such
         noncompliance  is  reasonably  likely to have,  individually  or in the
         aggregate, a Material Adverse Effect on FCC, (ii) threatening to revoke
         any Permits,  the  revocation  of which is  reasonably  likely to have,
         individually or in the aggregate,  a Material Adverse Effect on FCC, or
         (iii)  requiring  any FCC  Company  (x) to enter into or consent to the
         issuance  of a cease and desist  order,  formal  agreement,  directive,
         commitment,  or memorandum of understanding,  or (y) to adopt any Board
         resolution  or similar  undertaking,  which  restricts  materially  the
         conduct  of its  business,  or in any  manner  relates  to its  capital
         adequacy, its credit or reserve policies, its management,  or restricts
         the payment of dividends.

         6.12 Labor  Relations.  No FCC Company is the subject of any Litigation
asserting  that it or any other  FCC  Company  has  committed  an  unfair  labor
practice  (within the meaning of the National Labor  Relations Act or comparable
state Law) or seeking to compel it or any other FCC Company to bargain  with any
labor  organization  as to wages or  conditions  of  employment,  nor is any FCC
Company a party to or bound by any collective bargaining agreement, Contract, or
other agreement or understanding with a labor union or labor  organization,  nor
is there any strike or other labor dispute involving any FCC Company, pending or
threatened,  or to the Knowledge of FCC, is there any activity involving any FCC
Company's employees seeking to certify a collective  bargaining unit or engaging
in any other organization activity.

         6.13 Legal Proceedings.  There is no Litigation  instituted or pending,
or, to the Knowledge of FCC,  threatened against any FCC Company, or against any
Asset,  employee  benefit  plan,  interest,  or right  of any of  them,  that is
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect on FCC,  nor are there any Orders of any  Regulatory  Authorities,  other
governmental  authorities,  or arbitrators  outstanding against any FCC Company,
that are reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FCC.

         6.14 Reports.  Since January 1, 1996,  or the date of  organization  if
later,  each FCC Company has timely filed all reports and  statements,  together
with any  amendments  required  to be made  with  respect  thereto,  that it was
required to file with any Regulatory Authorities,  except failures to file which
are not reasonably likely to have,  individually or in the aggregate, a Material
Adverse Effect on FCC. As of their  respective  dates,  each of such reports and
documents, including the financial statements,  exhibits, and schedules thereto,
complied  in all  Material  respects  with  all  applicable  Laws.  As of  their
respective  dates,  each such  report and  document  did not  contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

         6.15   Statements   True  and  Correct.   No  statement,   certificate,
instrument,  or other writing furnished or to be furnished by any FCC Company or
any Affiliate  thereof to Carolina First pursuant to this Agreement or any other
document,  agreement,  or instrument referred to herein contains or will contain
any untrue  statement  of  Material  fact or will omit to state a Material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.  None of the information supplied or to be
supplied  by any FCC  Company or any  Affiliate  thereof  regarding  FCC or such
Affiliate  for inclusion in the  Registration  Statement to be filed by FCC with
the SEC will, when the Registration  Statement  becomes  effective,  be false or
misleading with respect to any Material fact, or contain any untrue statement of
a  Material  fact,  or omit to state any  Material  fact  required  to be stated
thereunder or necessary to make the statements  therein not misleading.  None of
the  information  supplied or to be supplied by any FCC Company or any Affiliate
thereof  for  inclusion  in the Joint Proxy  Statement  to be mailed to Carolina
First's and FCC's  stockholders in connection with the  Stockholders'  Meetings,
will, when first mailed to the  stockholders of Carolina First and FCC, be false
or misleading with respect to any Material fact, or contain any  misstatement of
Material  fact,  or omit to  state  any  Material  fact  required  to be  stated
thereunder  or  necessary  to make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading, or, in the case of the
Joint Proxy  Statement or any amendment  thereof or supplement  thereto,  at the
time of the Stockholders'  Meetings,  be false or misleading with respect to any
Material  fact,  or omit to  state  any  Material  fact  required  to be  stated
thereunder  or  necessary  to correct  any  Material  statement  in any  earlier
communication   with  respect  to  the   solicitation   of  any  proxy  for  the
Stockholders'  Meetings.  All  documents  that any FCC Company or any  Affiliate
thereof is responsible  for filing with any  Regulatory  Authority in connection
with the transactions contemplated hereby will comply as to form in all Material
respects with the provisions of applicable Law.

         6.16  Accounting,  Tax, and Regulatory  Matters.  No FCC Company or, to
FCC's Knowledge,  any Affiliate  thereof has taken or agreed to take any action,
and FCC has no Knowledge of any fact or circumstance  that is reasonably  likely
to (i) prevent the transactions  contemplated hereby, including the Merger, from
qualifying for pooling of interests  accounting treatment or as a reorganization
within the  meaning of Section  368(a) of the  Internal  Revenue  Code,  or (ii)
materially  impede or delay  receipt of any Consents of  Regulatory  Authorities
referred to in Section 9.1(b) of this Agreement or result in the imposition of a
condition or  restriction  of the type  referred to in the last sentence of such
Section.

         6.17 State Takeover Laws.    Each  FCC Company has taken  all necessary
action to  exempt  the  transactions   contemplated by  this Agreement  from any
applicable Takeover Laws.

         6.18 Charter Provisions.  Each FCC Company has taken all action so that
the entering into of this Agreement and the  consummation  of the Merger and the
other transactions  contemplated by this Agreement do not and will not result in
the grant of any  rights to any  Person  under the  Articles  of  Incorporation,
Bylaws, or other governing instruments of any FCC Company.

         6.19  Employee  Benefit  Plans.  All FCC Plans have  complied  with the
applicable  terms of ERISA,  the Internal Revenue Code, and any other applicable
Laws,  the  breach  or  violation  of  which  is  reasonably   likely  to  have,
individually or in the aggregate, a Material Adverse Effect on FCC. For purposes
of this Agreement, the term "FCC Plan" means each bonus, incentive compensation,
severance pay,  medical or other insurance  program,  retirement  plan, or other
employee benefit plan program, agreement, or arrangement sponsored,  maintained,
or contributed to by FCC or any trade or business,  whether or not incorporated,
that  together  with FCC or any of its  Subsidiaries  would be  deemed a "single
employer"  under  Section  414  of the  Internal  Revenue  Code  (a  "FCC  ERISA
Affiliate")  or under which FCC or any FCC ERISA  Affiliate has any Liability or
obligation. No Liability under Title IV of ERISA has been incurred by FCC or any
FCC ERISA Affiliate that has not been satisfied in full, and no condition exists
that presents a Material risk to FCC or any FCC ERISA Affiliate of incurring any
such  Liability.  With  respect  to any FCC Plan that is  subject to Title IV of
ERISA,  full payment has been made, or will be made in  accordance  with Section
404(a)(6) of the Internal Revenue Code, of all amounts that FCC or any FCC ERISA
Affiliate is required to pay under  Section 412 of the Internal  Revenue Code or
under the terms of the FCC Plans, and no accumulated  funding deficiency (within
the meaning of Section 412 of the Internal  Revenue Code) exists with respect to
any FCC Plan. There are no Material  actions,  suits, or claims pending,  or, to
the Knowledge of FCC, threatened or anticipated  relating to any FCC Plan. There
has been no Material  adverse change in the financial  position or funded status
of any FCC Plan  that is  subject  to Title  IV of ERISA  since  the date of the
information  relating to the  financial  position and funded status of each such
plan contained in the most recent FCC Form 10-K filed with the SEC.

         6.20  Derivatives.  All  interest  rate  swaps,  caps,  floors,  option
agreements,  futures and forward  contracts,  and other similar risk  management
arrangements,  whether entered into for FCC's own account, or for the account of
one or more the FCC  Subsidiaries or their  customers,  were entered into (i) in
accordance  with prudent  business  practices and all applicable  Laws, and (ii)
with counterparties believed to be financially responsible.

         6.21 Year  2000.  FCC has  completed  the four  phases of its Year 2000
readiness  program,  as described  in the May 5, 1997,  Statement of the Federal
Financial  Institutions  Examination  Council  ("FFIEC"),  entitled  "Year  2000
Project  Management  Awareness"  and the April 20,  1998,  "Guidance  Concerning
Testing for Year 2000  Readiness."  FCC has made  available  to  Carolina  First
complete and accurate copies of its Year 2000 remediation  contingency  plan, as
described in the FFIEC Statements of March 17, 1998, and May 13, 1998,  entitled
"Guidance  Concerning  Institution  Due  Diligence  in  Connection  with Service
Provider and  Software  Vendor Year 2000  Readiness"  and  "Guidance  Concerning
Contingency Planning in Connection with Year 2000 Readiness," respectively.  FCC
has completed the four phases of the business  resumption  contingency  planning
process,  as set forth in the guidance issued by FFIEC on December 11, 1998, and
May 13, 1998, and has provided to Carolina First a complete and accurate copy of
its business resumption  contingency plan, written documentation  supporting the
plan's  development  and  validation,  the  results of tests on the plan,  and a
schedule of future tests.

         6.22  Fairness  Opinion.  FCC has  received a written  opinion of Wheat
First  Securities,  a division of First Union  Securities,  Inc.  ("Wheat  First
Securities") to the effect that, as of the date of this Agreement,  the Exchange
Ratio is fair,  from a  financial  point of view,  to the  holders of FCC Common
Stock.

         6.23 Board Recommendation.  The Board of Directors of FCC, at a meeting
duly called and held, has by vote of the directors  present (who constituted all
the  directors  then in  office)  (i)  determined  that this  Agreement  and the
transactions  contemplated,  hereby  including the Merger,  and the transactions
contemplated thereby,  taken together,  are fair to and in the best interests of
the FCC  Stockholders  and (ii)  resolved to  recommend  that the holders of the
shares of FCC Common Stock approve this Agreement

               ARTICLE 7 CONDUCT OF BUSINESS PENDING CONSUMMATION

         7.1 Affirmative  Covenants of Carolina First.  Unless the prior written
consent  of FCC shall have been  obtained,  and  except as  otherwise  expressly
contemplated  herein,  Carolina  First shall and shall cause each Carolina First
Company to (i) operate its  business  only in the usual,  regular,  and ordinary
course,  (ii) preserve intact its business  organization and Assets and maintain
its rights and  franchises,  (iii) use its  reasonable  efforts to maintain  its
current  employee  relationships,  and (iv) take no action  which is  reasonably
likely to (a)  adversely  affect the ability of any Party to obtain any Consents
required  for the  transactions  contemplated  hereby  without  imposition  of a
condition or restriction of the type referred to in the last sentence of Section
9.1(b) or 9.1(c) of this Agreement,  or (b) adversely  affect the ability of any
Party to perform its covenants and agreements under this Agreement.

         7.2  Negative  Covenants  of  Carolina  First.  From  the  date of this
Agreement  until the earlier of the Effective  Time or the  termination  of this
Agreement,  Carolina First  covenants and agrees that it will not do or agree or
commit to do, or permit any of its  Subsidiaries to do or agree or commit to do,
any of the following  without the prior written  consent of the chief  executive
officer or chief financial officer of FCC:

                  (a)      amend the Articles of Incorporation, Bylaws, or other
         governing instruments of any Carolina First Company,  or

                  (b) incur, guarantee, or otherwise become responsible for, any
         additional  debt  obligation  or other  obligation  for borrowed  money
         (other  than  indebtedness  of a  Carolina  First  Company  to  another
         Carolina  First Company) in excess of an aggregate of $500,000 (for the
         Carolina  First  Companies  on a  consolidated  basis),  except  in the
         ordinary course of the business  consistent with past practices  (which
         shall  include,  for Carolina  First  Subsidiaries  that are depository
         institutions,  creation of deposit  liabilities,  purchases  of federal
         funds,  advances  from the Federal  Reserve  Bank or Federal  Home Loan
         Bank,  and entry  into  repurchase  agreements  fully  secured  by U.S.
         government or agency securities),  or impose, or suffer the imposition,
         on any Asset of any  Carolina  First  Company of any Lien or permit any
         such Lien to exist (other than in connection with deposits,  repurchase
         agreements,  Federal  Home Loan  Bank  advances,  bankers  acceptances,
         "treasury tax and loan" accounts  established in the ordinary course of
         business,  the  satisfaction  of legal  requirements in the exercise of
         trust  powers,  and  Liens in  effect  as of the date  hereof  that are
         disclosed in the Carolina First Disclosure Memorandum); or

                  (c)  repurchase,  redeem,  or  otherwise  acquire or  exchange
         (other than  exchanges in the ordinary  course under  employee  benefit
         plans),   directly  or  indirectly,   any  shares,  or  any  securities
         convertible into any shares, of the capital stock of any Carolina First
         Company,  or declare or pay any dividend or make any other distribution
         in  respect  of  Carolina  First's  capital  stock,  provided  that (i)
         Carolina First may (to the extent legally and  contractually  permitted
         to do so),  but shall not be  obligated  to,  declare  and pay  regular
         quarterly  cash  dividends on the shares of Carolina First Common Stock
         at a rate of [$.10] per share with usual and regular record and payment
         dates in accordance  with past practice as disclosed in Section  7.2(c)
         of the Carolina First  Disclosure  Memorandum and such dates may not be
         changed  without the prior  written  consent of FCC,  and (ii)  nothing
         contained in this Section  7.2(c) shall be deemed to affect the ability
         of a Carolina First Subsidiary to pay dividends on its capital stock to
         Carolina  First;  provided,  that,  notwithstanding  the  provisions of
         Section 1.3, the Parties  shall  cooperate in selecting  the  Effective
         Time to ensure that, with respect to the quarterly  period in which the
         Effective  Time occurs,  the holders of Carolina  First Common Stock do
         not receive  both a cash  dividend in respect of their  Carolina  First
         Common Stock and a cash dividend in respect of FCC Common Stock or fail
         to receive any cash dividend in respect of Carolina  First Common Stock
         or FCC Common Stock; or

                  (d)   except   for  this   Agreement   and  the   transactions
         contemplated  hereby,  or pursuant to the  Carolina  First Stock Option
         Agreement or pursuant to the exercise of Rights  outstanding  as of the
         date of this  Agreement  and pursuant to the terms thereof in existence
         on the date of this Agreement, issue, sell, pledge, encumber, authorize
         the  issuance  of,  enter into any  Contract  to issue,  sell,  pledge,
         encumber,  or authorize the issuance of, or otherwise  permit to become
         outstanding,  any  additional  shares of Carolina First Common Stock or
         any other capital  stock of any Carolina  First  Company,  or any stock
         appreciation rights, or any option, warrant, conversion, or other right
         to acquire any such stock,  or any security  convertible  into any such
         stock; or

                  (e) adjust, split, combine, or reclassify any capital stock of
         any Carolina  First  Company or issue or authorize  the issuance of any
         other  securities  in  respect  of or in  substitution  for  shares  of
         Carolina First Common Stock,  or sell,  lease,  mortgage,  or otherwise
         dispose of or otherwise encumber (i) any shares of capital stock of any
         Carolina First Subsidiary  (unless any such shares of stock are sold or
         otherwise  transferred  to another  Carolina First Company) or (ii) any
         Asset other than in the ordinary  course of business for reasonable and
         adequate consideration; or

                  (f) except for purchases of U.S.  Treasury  securities or U.S.
         government agency  securities,  which in either case have maturities of
         five  years or  less,  purchase  any  securities  or make any  Material
         investment, either by purchase of stock or securities, contributions to
         capital,  Asset  transfers,  or purchase  of any Assets,  in any Person
         other than a wholly-owned Carolina First Subsidiary or the Federal Home
         Loan Bank,  or otherwise  acquire  direct or indirect  control over any
         Person,  other than in connection with (i) foreclosures in the ordinary
         course of  business,  (ii)  acquisitions  of  control  by a  depository
         institution Subsidiary in its fiduciary capacity, or (iii) the creation
         of new  wholly-owned  Subsidiaries  organized  to conduct  or  continue
         activities otherwise permitted by this Agreement; or

                  (g) grant any  increase  in  compensation  or  benefits to the
         employees  or  officers  of  any  Carolina  First  Company,  except  in
         accordance  with past  practice,  as disclosed in Section 7.2(g) of the
         Carolina  First  Disclosure  Memorandum  or as required by Law, pay any
         severance  or  termination  pay or any bonus  other  than  pursuant  to
         written  policies  or written  Contracts  in effect on the date of this
         Agreement or as set forth in Section 8.13(f) of this  Agreement;  enter
         into or amend any  severance  agreements  with officers of any Carolina
         First  Company;  grant  any  increase  in fees or  other  increases  in
         compensation  or other  benefits to  directors  of any  Carolina  First
         Company; or voluntarily  accelerate the vesting of any stock options or
         other  stock-based  compensation  or employee  benefits except for such
         acceleration of vesting that automatically  results from this Agreement
         or the transactions contemplated hereby in accordance with the existing
         terms of such options or benefits  without any exercise of  discretion;
         or

                  (h) enter into or amend any  employment  Contract  between any
         Carolina  First  Company  and any  Person  (unless  such  amendment  is
         required by Law) where such  Contract or  amendment  provides  that the
         Carolina  First  Company  does  not  have  the  unconditional  right to
         terminate  without Liability (other than Liability for services already
         rendered), at any time on or after the Effective Time; or

                  (i) adopt any new employee  benefit plan of any Carolina First
         Company or terminate or withdraw  from, or make any Material  change in
         or to,  any  existing  employee  benefit  plans of any  Carolina  First
         Company  other than any such change that is required by Law or that, in
         the opinion of counsel,  is  necessary or advisable to maintain the tax
         qualified status of any such plan; or

                  (j)  make  any  significant  change  in any Tax or  accounting
         methods or systems of internal  accounting  controls,  except as may be
         appropriate to conform to changes in Tax Laws or regulatory  accounting
         requirements or GAAP; or

                  (k) commence any  Litigation  other than as necessary  for the
         prudent  operation of its business or settle any  Litigation  involving
         any Liability of any Carolina  First Company for Material money damages
         or restrictions upon the operations of any Carolina First Company; or

                  (l) enter  into  modify,  amend,  or  terminate  any  Material
         Contract or waive, release,  compromise,  or assign any Material rights
         or claims.

                  (m) incur or become obligated to incur any expenses  exceeding
         $300,000, whether capitalized,  expended or otherwise other than in the
         ordinary  course of  business  without  FCC's prior  written  approval,
         excluding any expenses or obligations  incurred in connection with this
         Agreement or the transactions contemplated hereby.

         7.3 Negative  Covenants of FCC. From the date of this  Agreement  until
the earlier of the Effective  Time or the  termination  of this  Agreement,  FCC
covenants and agrees that it will not do or agree to commit to do, or permit any
of its Subsidiaries to do or agree or commit to do, any of the following without
the prior  written  consent of the chief  executive  officer or chief  financial
officer of Carolina First, which consent shall not be unreasonably withheld:

                  (a) declare or pay any dividend or make any other distribution
         in respect of the FCC Common Stock,  except for regular  quarterly cash
         dividends  at a rate  not in  excess  of $.17 per  share of FCC  Common
         Stock, provided, however, that nothing contained herein shall be deemed
         to affect  the  ability of a FCC  Subsidiary  to pay  dividends  on its
         capital stock to FCC; or

                  (b) amend its Amended and Restated  Articles of  Incorporation
         or Bylaws in a manner  which would  adversely  affect in any manner the
         terms of the FCC Common Stock or the ability of FCC to  consummate  the
         transactions contemplated hereby; or

                  (c) make any  acquisition  (including an acquisition of branch
         offices and related deposit  liabilities) that could affect the ability
         of  FCC  to  consummate  the  transactions  contemplated  hereby  in  a
         reasonably timely manner.

         7.4 Adverse  Changes in  Condition.  Each Party  agrees to give written
notice  promptly to the other Party upon  becoming  aware of the  occurrence  or
impending  occurrence of any event or circumstance  relating to it or any of its
Subsidiaries  which (i) is  reasonably  likely to have,  individually  or in the
aggregate,  a Material  Adverse Effect on it or (ii) would cause or constitute a
Material  breach  of  any  of  its  representations,  warranties,  or  covenants
contained  herein,  and to use its reasonable  efforts to prevent or promptly to
remedy the same.

         7.5  Reports.  Each Party and its  Subsidiaries  shall file all reports
required to be filed by it with Regulatory  Authorities between the date of this
Agreement and the Effective  Time and shall deliver to the other Party copies of
all such reports promptly after the same are filed. If financial  statements are
contained in any such reports filed with the SEC, such financial statements will
fairly  present the  consolidated  financial  position of the entity filing such
statements as of the dates indicated and the consolidated results of operations,
changes in  stockholders'  equity,  and cash flows for the periods then ended in
accordance  with GAAP  (subject in the case of interim  financial  statements to
normal  recurring  year-end  adjustments  that  are not  Material).  As of their
respective  dates,  such reports  filed with the SEC will comply in all Material
respects with the Securities Laws and will not contain any untrue statement of a
Material fact or omit to state a Material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.  Any financial  statements contained
in any other  reports to  another  Regulatory  Authority  shall be  prepared  in
accordance with Laws applicable to such reports.

                         ARTICLE 8 ADDITIONAL AGREEMENTS

         8.1  Registration   Statement;   Joint  Proxy  Statement;   Stockholder
Approvals.  As soon as reasonably practicable after execution of this Agreement,
FCC  shall  file the  Registration  Statement  with the SEC,  and  shall use its
reasonable efforts to cause the Registration Statement to become effective under
the 1933 Act and take any action required to be taken under the applicable state
Blue Sky or securities Laws in connection with the issuance of the shares of FCC
Common Stock upon  consummation of the Merger.  Carolina First shall furnish all
information  as FCC may  reasonably  request  in  connection  with such  action.
Carolina  First  shall  call a  Stockholders'  Meeting,  to be  held  as soon as
reasonably practicable after the Registration Statement is declared effective by
the SEC, for the purpose of voting upon approval of this Agreement,  the Merger,
and such  other  related  matters  as it deems  appropriate.  FCC  shall  call a
Stockholders'  Meeting,  to be held as soon as reasonably  practicable after the
Registration  Statement  is declared  effective  by the SEC,  for the purpose of
voting upon approval of this Agreement,  the Merger,  and the issuance of shares
of FCC Common Stock pursuant to the Merger and such other related  matters as it
deems appropriate.  In connection with the Stockholders'  Meetings,  (i) FCC and
Carolina  First shall prepare and file with the SEC a Joint Proxy  Statement and
mail such Joint  Proxy  Statement  to their  respective  stockholders,  (ii) the
Parties shall furnish to each other all  information  concerning  them that they
may reasonably request in connection with such Joint Proxy Statement,  (iii) the
Boards of Directors of FCC and Carolina  First shall,  subject to the provisions
of Section 8.8,  recommend to their respective  stockholders the approval of the
matters submitted for approval, and (iv) the Boards of Directors and officers of
FCC and  Carolina  First  shall  use their  reasonable  efforts  to obtain  such
stockholders' approvals,  provided that Carolina First may withdraw,  modify, or
change in an adverse manner to FCC its  recommendations  in compliance  with the
provisions of Section 8.8. In addition, nothing in this Section 8.1 or elsewhere
in this  Agreement  shall  prohibit  accurate  disclosure  by  either  Party  of
information  that is required to be disclosed in the  Registration  Statement or
the Joint Proxy Statement or in any other document required to be filed with the
SEC (including,  without limitation, a Solicitation/Recommendation  Statement on
Schedule 14D-9) or otherwise required to be publicly disclosed by applicable Law
or  regulations  or rules of the  NASD.  Carolina  First and FCC shall use their
reasonable  efforts to include the  fairness  opinions of The  Robinson-Humphrey
Company,  LLC  and  Wheat  First  Securities  respectively  in the  Joint  Proxy
Statement and  Registration  Statement with dates updated to a date that is just
prior to the mailing of the Joint Proxy Statement.

         8.2 Nasdaq Listing. FCC shall use its reasonable efforts to list, prior
to the  Effective  Time,  on the  Nasdaq  NMS,  subject  to  official  notice of
issuance, the shares of FCC Common Stock to be issued to the holders of Carolina
First Common Stock pursuant to the Merger.

         8.3  Applications.  FCC shall  promptly  prepare and file, and Carolina
First shall  cooperate in the  preparation  and, where  appropriate,  filing of,
applications  with  all  Regulatory  Authorities  having  jurisdiction  over the
transactions  contemplated  by this  Agreement  seeking the  requisite  Consents
necessary to consummate the transactions contemplated by this Agreement.

         8.4  Filings  with  State  Offices.  Upon the terms and  subject to the
conditions of this Agreement, Carolina First and FCC shall execute and FCC shall
file the  Articles of Merger with the  Secretary  of State of the State of North
Carolina in connection with the Closing.

         8.5  Agreement  as to Efforts to  Consummate.  Subject to the terms and
conditions  of this  Agreement,  each  Party  agrees  to use,  and to cause  its
Subsidiaries to use, its reasonable  efforts to take, or cause to be taken,  all
actions,  and to do,  or cause to be done,  all  things  necessary,  proper,  or
advisable under  applicable  Laws to consummate and make  effective,  as soon as
reasonably  practicable  after  the  date of this  Agreement,  the  transactions
contemplated  by  this  Agreement,  including,  without  limitation,  using  its
reasonable efforts to lift or rescind any Order adversely  affecting its ability
to consummate the transactions  contemplated herein and to cause to be satisfied
the  conditions  referred  to in  Article 9 of this  Agreement;  provided,  that
nothing herein shall preclude either Party from exercising its rights under this
Agreement.  Each Party shall use,  and shall cause each of its  Subsidiaries  to
use, its  reasonable  efforts to obtain all Consents  necessary or desirable for
the consummation of the transactions contemplated by this Agreement.

         8.6 Investigation and Confidentiality.

                  (a) Prior to the  Effective  Time,  each Party  shall keep the
         other  Party  advised  of all  Material  developments  relevant  to its
         business and to  consummation  of the Merger and shall permit the other
         Party to make or cause to be made such  investigation  of the  business
         and  properties  of it and its  Subsidiaries  and of  their  respective
         financial and legal conditions as the other Party reasonably  requests,
         provided that such  investigation  shall be  reasonably  related to the
         transactions  contemplated hereby and shall not interfere unnecessarily
         with normal  operations.  No  investigation by a Party shall affect the
         representations and warranties of the other Party.

                  (b) Each Party shall,  and shall cause its advisers and agents
         to,  maintain  the  confidentiality  of  all  confidential  information
         furnished to it by the other Party concerning its and its Subsidiaries'
         businesses,  operations, and financial positions and shall not use such
         information  for any purpose except in furtherance of the  transactions
         contemplated by this Agreement.  If this Agreement is terminated  prior
         to the Effective  Time, each Party shall promptly return or certify the
         destruction  of all documents and copies  thereof,  and all work papers
         containing confidential  information received from the other Party. The
         Confidentiality Agreements shall remain in force and effect, unmodified
         by this Agreement.

                  (c) Each Party agrees to give the other Party  written  notice
         as soon as  practicable  after any  determination  by it of any fact or
         occurrence  relating to the other Party which it has discovered through
         the course of its investigation and which represents,  or is reasonably
         likely to represent, a Material breach of any representation, warranty,
         covenant,  or  agreement  of the  other  Party or  which  has had or is
         reasonably likely to have a Material Adverse Effect on the other Party.

         8.7 Press Releases. Prior to the Effective Time, FCC and Carolina First
shall  consult with each other as to the form and substance of any press release
or other public  disclosure  materially  related to this  Agreement or any other
transaction  contemplated  hereby;  provided,  that  nothing in this Section 8.7
shall be deemed to prohibit any Party from making any disclosure which it deems,
after  having  consulted  with and  considered  the advice of  outside  counsel,
necessary or advisable in order to satisfy such Party's  disclosure  obligations
imposed by Law.

         8.8 Certain  Actions.  Except with  respect to this  Agreement  and the
transactions  contemplated  hereby,  no  Carolina  First  Company nor any of its
officers  or  directors  nor  any  Representative  thereof,  shall  directly  or
indirectly,  initiate,  solicit, encourage or knowingly facilitate (including by
way of  furnishing  information)  any  inquiries  regarding or the making of any
Acquisition  Proposal.   Notwithstanding   anything  to  the  contrary  in  this
Agreement,  Carolina First and its Board of Directors  shall be permitted (i) to
the extent  applicable,  to comply  with Rule  14d-9 and Rule 14e-2  promulgated
under the Exchange Act with regard to an Acquisition Proposal,  (i) to engage in
any discussions or negotiations  with, or provide any information to, any Person
in response to an unsolicited bona fide written Acquisition Proposal by any such
Person,  if and only to the extent  that  Carolina  First's  Board of  Directors
concludes in good faith and  consistent  with its  fiduciary  duties to Carolina
First's  shareholders  that it should consider such  Acquisition  Proposal,  and
prior to providing any  information or data to any Person in connection  with an
Acquisition  Proposal by any such  Person,  Carolina  First  receives  from such
Person an executed confidentiality agreement containing confidentiality terms at
least as stringent as those contained in the Confidentiality Agreement. Carolina
First Shall promptly advise FCC following the receipt of any  developments  with
respect to such Acquisition  Proposal and the details thereof, and advise FCC of
any  developments  with respect to such Acquisition  Proposal  promptly upon the
occurrence  thereof.  Carolina First shall (i) immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any Persons
conducted  heretofore with respect to any of the foregoing,  and (ii) direct and
use  its  reasonable  efforts  to  cause  all of  its  directors,  officers  and
Representatives not to engage in any of the foregoing.

         8.9 Accounting and Tax  Treatment.  Each of the Parties  undertakes and
agrees to use its reasonable  efforts to cause the Merger, and to take no action
which  would cause the Merger  not,  to qualify  for  treatment  as a pooling of
interests for accounting purposes or as a "reorganization" within the meaning of
Section 368(a) of the Internal Revenue Code for federal income tax purposes.

         8.10 State Takeover Laws.  Each Party shall take all necessary steps to
exempt the  transactions  contemplated  by this Agreement  from, or if necessary
challenge the validity or applicability of, any applicable Takeover Laws.

         8.11 Charter Provisions.  Each Party shall take all necessary action to
ensure that the entering  into of this  Agreement  and the  consummation  of the
Merger and the other transactions contemplated hereby do not and will not result
in the grant of any rights to any Person  under the  Articles of  Incorporation,
Bylaws,  or other  governing  instruments of any Party or restrict or impair the
ability of FCC or any of its  Subsidiaries to vote, or otherwise to exercise the
rights of a stockholder  with respect to,  shares of any Carolina  First Company
that may be directly or indirectly acquired or controlled by it.

         8.12 Agreement of  Affiliates.  Carolina First shall use its reasonable
efforts to cause  each  Person,  whom it  reasonably  believes  may be deemed an
"affiliate"  of it for  purposes  of Rule 145 under the 1933 Act, to execute and
deliver to FCC as soon as practicable  after the date of this Agreement,  and in
any event prior to the date of the Stockholders'  Meetings,  a written agreement
in the form of Exhibit 3. Shares of FCC Common Stock  issued to such  affiliates
of Carolina  First in exchange  for shares of Carolina  First Common Stock shall
not be transferable  until such time as financial  results  covering at least 30
days of combined operations of FCC and Carolina First have been published within
the meaning of Section 201.01 of the SEC's  Codification of Financial  Reporting
Policies,  regardless  of whether each such  affiliate  has provided the written
agreement  referred to in this  Section 8.12 (and FCC shall be entitled to place
restrictive  legends upon  certificates for shares of FCC Common Stock issued to
affiliates  of  Carolina  First  pursuant  to  this  Agreement  to  enforce  the
provisions  of this  Section  8.12).  FCC shall not be required to maintain  the
effectiveness of the Registration  Statement under the 1933 Act for the purposes
of resale of FCC Common Stock by such affiliates.

         8.13 Employee Benefits and Contracts.

                  (a)  Following  the  Effective  Time,  FCC  shall  provide  to
         officers and employees of the Carolina First Companies (the "Continuing
         Employees"), employee benefits under employee benefit plans (other than
         stock options or other plans  involving  the potential  issuance of FCC
         Common Stock),  on terms and conditions which when taken as a whole are
         substantially  similar to those currently provided by the FCC Companies
         to their  similarly  situated  officers and employees.  For purposes of
         participation,  vesting,  and  benefit  accruals  (but not  accrual  of
         benefits under FCC's  tax-qualified  defined  benefit plans) under such
         employee  benefit  plans,  the service of the employees of the Carolina
         First Companies prior to the Effective Time shall be treated as service
         with an FCC Company participating in such employee benefit plans. Prior
         to the  Effective  Time,  Carolina  First may amend any Carolina  First
         Benefit Plan that is an "employee pension benefit plan" as that term is
         defined in Section 3(2) of ERISA,  to provide for full  vesting,  as of
         the  Effective  Time or any earlier  date,  of all benefits that accrue
         under such plan for  participants  who are actively  employed as of the
         effective date of such amendment.

                  (b) Following the Effective  Time, FCC shall,  and shall cause
         the  appropriate  FCC  Subsidiaries  to, assume and honor in accordance
         with  their  terms the  employment  agreements,  deferred  compensation
         agreements and retirement and supplemental  income agreements and plans
         which  have  been  disclosed  in  Section  8.13 of the  Carolina  First
         Disclosure Memorandum.

                  (c) Any person with at least one year of full-time  service to
         Carolina  First or any  Carolina  First  Company  who was serving as an
         employee of Carolina First or any Carolina First Subsidiary immediately
         prior to the Effective  Time (other than those  employees  covered by a
         written  employment  agreement) whose employment is discontinued by FCC
         or any of the FCC  Subsidiaries  within six months after the  Effective
         Time (unless  termination  of such  employment is for Cause (as defined
         below))  shall be  entitled to a  severance  payment  from FCC equal in
         amount  to two  week's  base pay for each  full or  partial  year  such
         employee was  employed by Carolina  First or any other  Carolina  First
         Subsidiary, subject to a minimum of four weeks' severance (six weeks in
         the case of officers at the level of vice  president or above),  plus a
         maximum of 40 weeks'  severance,  together  with any accrued but unused
         vacation  leave with respect to the calendar year in which  termination
         occurs.  For  purposes  of this  Section  8.13(c),  "Cause"  shall mean
         termination   because   of   the   employee's   personal    dishonesty,
         incompetence,  willful  misconduct,  breach of fiduciary duty involving
         personal  profit,  intentional  failure  to  perform  stated  duties or
         willful  violation of any law, rule, or regulation  (other than traffic
         violations  or similar  offenses).  An employee  shall be considered in
         full-time  service if he or she  typically was scheduled to work thirty
         or more hours per  calendar  week.  Paid  vacation  and paid sick leave
         shall count towards this thirty hour requirement.

         8.14 Indemnification.

                  (a) After the Effective Time, FCC shall indemnify,  defend and
         hold harmless the present and former  directors,  officers,  employees,
         and agents of Carolina  First or any of Carolina  First's  Subsidiaries
         (each,  a  "Indemnified  Party")  (including  any person who  becomes a
         director,  officer,  employee,  or agent prior to the  Effective  Time)
         against all  Liabilities  (including  reasonable  attorneys'  fees, and
         expenses,  judgments, fines and amounts paid in settlement) arising out
         of actions or  omissions  occurring at or prior to the  Effective  Time
         (including  the  transactions  contemplated  by this  Agreement and the
         Carolina  First Stock Option  Agreement)  to the full extent  permitted
         under  North  Carolina  Law  and  by  Carolina   First's   Articles  of
         Incorporation  and  Bylaws,  as in  effect on the date  hereof  and any
         indemnity  agreements  entered into prior to the date of this Agreement
         by any of the  Carolina  First  Companies  and any  director,  officer,
         employee,  or agent of any of the Carolina First Companies,  including,
         without  limitation,   provisions  relating  to  advances  of  expenses
         incurred  in  the  defense  of any  Litigation.  Without  limiting  the
         foregoing,  in any  case  in  which  approval  by FCC  is  required  to
         effectuate any  indemnification,  FCC shall direct,  at the election of
         the  Indemnified  Party,  that the  determination  of any such approval
         shall be made by independent  counsel  mutually agreed upon between FCC
         and the Indemnified Party.

                  (b)  FCC  and  the  Surviving   Corporation  shall  use  their
         reasonable  efforts (and Carolina  First shall  cooperate  prior to the
         Effective  Time in these efforts) to maintain in effect for a period of
         three  years  after  the  Effective  Time,  Carolina  First's  existing
         directors' and officers'  liability insurance policy (provided that FCC
         and the Surviving  Corporation may substitute  therefor (i) policies of
         at least the same coverage and amounts  containing terms and conditions
         which are  substantially no less  advantageous or (ii) with the consent
         of Carolina First given prior to the Effective  Time, any other policy)
         with  respect to claims  arising  from facts or events  which  occurred
         prior to the  Effective  Time and  covering  persons who are  currently
         covered by such  insurance;  provided,  that the Surviving  Corporation
         shall not be obligated to make annual premium  payments for any year in
         such three-year period in respect of such policy (or coverage replacing
         such policy) which exceed,  for the portion related to Carolina First's
         directors and officers, 150% of the annual premium payments on Carolina
         First's  current policy in effect as of the date of this Agreement (the
         "Maximum  Amount").  If the amount of the annual  premium  necessary to
         maintain or procure such insurance coverage exceeds the Maximum Amount,
         FCC shall use its reasonable  efforts to maintain the most advantageous
         policies of directors' and officers' liability insurance obtainable for
         a premium equal to the Maximum Amount.

                  (c) Any  Indemnified  Party  wishing to claim  indemnification
         under  paragraph  (a) of this Section  8.14,  upon learning of any such
         Liability or Litigation,  shall promptly  notify FCC thereof,  provided
         that the failure so to notify shall not affect the  obligations  of FCC
         under  this  Section  8.14  unless  and  to  the  extent  such  failure
         materially  increases  FCC's  Liability under this Section 8.14. In the
         event of any such  Litigation  (whether  arising  before  or after  the
         Effective  Time), (i) FCC or the Surviving  Corporation  shall have the
         right to assume the defense thereof and FCC shall not be liable to such
         Indemnified  Parties  for any legal  expenses  of other  counsel or any
         other expenses  subsequently  incurred by such  Indemnified  Parties in
         connection  with  the  defense  thereof,  except  that  if  FCC  or the
         Surviving  Corporation elects not to assume such defense or counsel for
         the Indemnified Parties advises that there are substantive issues which
         raise  conflicts of interest  between FCC or the Surviving  Corporation
         and the Indemnified Parties, the Indemnified Parties may retain counsel
         satisfactory  to them, and FCC or the Surviving  Corporation  shall pay
         all  reasonable  fees and expenses of such counsel for the  Indemnified
         Parties promptly as statements  therefor are received;  provided,  that
         FCC shall be obligated  pursuant to this  paragraph (c) to pay for only
         one firm of counsel for all  Indemnified  Parties in any  jurisdiction,
         (ii) the Indemnified  Parties will cooperate in the defense of any such
         Litigation,  and  (iii) FCC  shall  not be  liable  for any  settlement
         effected without its prior written  consent;  and provided further that
         the Surviving  Corporation  shall not have any obligation  hereunder to
         any  Indemnified  Party when and if a court of  competent  jurisdiction
         shall determine,  and such determination  shall have become final, that
         the   indemnification   of  such   Indemnified   Party  in  the  manner
         contemplated hereby is prohibited by applicable Law.

                  (d) The  Surviving  Corporation  shall not be  liable  for any
         settlement  effected  without its prior  written  consent which consent
         shall not be unreasonably withheld.

                  (e) The provisions of this Section 8.14 are intended to be for
         the benefit of, and shall be enforceable by, each Indemnified Party and
         his or her heirs or representatives.

         8.15 Board and Management Matters.

                  (a) At the first regularly  scheduled  meeting of the Board of
         Directors of FCC  following the  Effective  Time,  FCC shall effect all
         corporate  action  necessary to appoint six  individuals  designated by
         Carolina  First and reasonably  acceptable to FCC (the "Carolina  First
         Designees")  as directors of FCC to serve until the 2000 annual meeting
         stockholders of FCC. At the 2000 annual meeting of stockholders of FCC,
         FCC shall  nominate for election  the Carolina  First  Designees to the
         Board  of  Directors  of FCC to serve  as a  member  of the  respective
         classes of the FCC Board of  Directors  as necessary so that each class
         of the FCC Board of Directors is nearly equal in number as practicable.

                  (b) On the  date  hereof  FCC and  James  E.  Burt,  III  have
         executed  an  Employment  Agreement  in the form  attached as Exhibit 2
         hereto,  which shall  become  effective  upon the  consummation  of the
         Merger.

         8.16 Certain  Modifications.  FCC and Carolina First shall consult with
respect to their respective loan, litigation, and real estate valuation policies
and  practices  (including  loan  classifications  and levels of  reserves)  and
Carolina  First shall make such  modifications  or changes to its  policies  and
practices,  if any, prior to the Effective Time, as may be mutually agreed upon.
FCC and Carolina First also shall consult with respect to the character, amount,
and timing of restructuring  and  Merger-related  expense charges to be taken by
each of the Parties in connection  with the  transactions  contemplated  by this
Agreement and shall take such charges in accordance with GAAP as may be mutually
agreed upon by the Parties.  Neither Party's  representations,  warranties,  and
covenants  or  agreements  contained  in this  Agreement  shall be  deemed to be
inaccurate or breached in any respect as a consequence of any  modifications  or
charges undertaken solely on account of this Section 8.16.

           ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

         9.1 Conditions to Obligations of Each Party. The respective obligations
of each Party to perform this  Agreement  and to  consummate  the Merger and the
other  transactions  contemplated  hereby are subject to the satisfaction of the
following conditions,  unless waived by both Parties pursuant to Section 11.6 of
this Agreement:

                  (a) Stockholder Approvals.  The stockholders of Carolina First
         shall  have  approved  this  Agreement,  and  the  consummation  of the
         transactions  contemplated hereby,  including the Merger, as and to the
         extent required by Law, by the provisions of any governing instruments,
         and by the  rules of the  NASD.  The  stockholders  of FCC  shall  have
         approved this  Agreement and the issuance of shares of FCC Common Stock
         pursuant  to the Merger,  as and to the extent  required by Law, by the
         provisions of any governing instruments, and by the rules of the NASD.

                  (b)  Regulatory  Approvals.   All  Consents  of,  filings  and
         registrations  with, and notifications  to, all Regulatory  Authorities
         required for  consummation  of the Merger  shall have been  obtained or
         made and shall be in full  force and  effect  and all  waiting  periods
         required by Law shall have expired.

                  (c) Consents and Approvals. Each Party shall have obtained any
         and all Consents  required for  consummation  of the Merger (other than
         those  referred  to in  Section  9.1(b) of this  Agreement)  or for the
         preventing  of any Default  under any  Contract or Permit of such Party
         which,  if  not  obtained  or  made,  is  reasonably  likely  to  have,
         individually  or in the  aggregate,  a Material  Adverse Effect on such
         Party.

                  (d) Legal Proceedings.  No court or governmental or Regulatory
         Authority  of  competent  jurisdiction  shall  have  enacted,   issued,
         promulgated,  enforced, or entered any Law or Order (whether temporary,
         preliminary,  or permanent) or taken any other action which  prohibits,
         restricts,   or  makes  illegal   consummation   of  the   transactions
         contemplated by this Agreement.

                  (e) Registration  Statement.  The Registration Statement shall
         be  effective  under  the  1933  Act,  no stop  orders  suspending  the
         effectiveness of the Registration  Statement shall have been issued, no
         action,  suit,  proceeding,  or investigation by the SEC to suspend the
         effectiveness thereof shall have been initiated and be continuing,  and
         all necessary  approvals under state securities Laws or the 1933 Act or
         1934 Act  relating  to the  issuance  or  trading  of the shares of FCC
         Common Stock issuable pursuant to the Merger shall have been received.

                  (f)      Nasdaq Listing.     The  shares  of  FCC Common Stock
         issuable pursuant to the Merger shall have been approved for listing on
         the Nasdaq NMS.

                  (g) Tax Matters.  Carolina First shall have received a written
         opinion  from  Alston & Bird LLP and FCC shall have  received a written
         opinion from Smith Helms Mulliss & Moore,  L.L.P., in a form reasonably
         satisfactory to such Party (the "Tax Opinions"), to the effect that (i)
         the Merger  will  constitute  a  reorganization  within the  meaning of
         Section 368(a) of the Internal  Revenue Code, (ii) no gain or loss will
         be  recognized  by holders of Carolina  First Common Stock who exchange
         all of their  Carolina  First  Common Stock solely for FCC Common Stock
         pursuant to the Merger  (except  with  respect to any cash  received in
         lieu of a fractional share interest in FCC Common Stock), (iii) the tax
         basis of the FCC Common  Stock  received by holders of  Carolina  First
         Common  Stock who  exchange  all of their  Carolina  First Common Stock
         solely for FCC Common  Stock in the Merger  will be the same as the tax
         basis of the Carolina  First Common Stock  surrendered  in exchange for
         the FCC Common  Stock  (reduced by an amount  allocable to a fractional
         share  interest in FCC Common  Stock for which cash is  received),  and
         (iv) the holding period of the FCC Common Stock received by holders who
         exchange all of their Carolina First Common Stock solely for FCC Common
         Stock in the  Merger  will be the  same as the  holding  period  of the
         Carolina First Common Stock surrendered in exchange therefor,  provided
         that such Carolina First Common Stock is held as a capital asset at the
         Effective  Time. In rendering such Tax Opinions,  such counsel shall be
         entitled to rely upon representations of officers of Carolina First and
         FCC reasonably satisfactory in form and substance to such counsel.

(h)      Pooling Letters.  Each Party shall have received a letter,  dated as of
         the Effective Time, in a form reasonably acceptable to such Party, from
         KPMG Peat  Marwick LLP to the effect  that the Merger will  qualify for
         pooling of interests accounting treatment.

         9.2 Conditions to Obligations of FCC. The obligations of FCC to perform
this Agreement and consummate the Merger and the other transactions contemplated
hereby are  subject to the  satisfaction  of the  following  conditions,  unless
waived by FCC pursuant to Section 11.6(a) of this Agreement:

(a)  Representations  and Warranties.  For purposes of this Section 9.2(a),  the
     accuracy of the  representations and warranties of Carolina First set forth
     in this Agreement shall be assessed as of the date of this Agreement and as
     of  the   Effective   Time  with  the  same   effect  as  though  all  such
     representations  and  warranties  had been made on and as of the  Effective
     Time (provided that  representations and warranties which are confined to a
     specified date shall speak only as of such date). The  representations  and
     warranties  of Carolina  First set forth in Section  5.3 of this  Agreement
     shall be true and correct (except for inaccuracies  which are de minimis in
     amount).  The representations and warranties of Carolina First set forth in
     Sections 5.18,  5.19, and 5.20 of this Agreement  shall be true and correct
     in all  Material  respects.  There  shall  not  exist  inaccuracies  in the
     representations  and  warranties  of  Carolina  First  set  forth  in  this
     Agreement  (including  the  representations  and  warranties  set  forth in
     Sections 5.3, 5.18,  5.19, and 5.20) such that the aggregate effect of such
     inaccuracies  has,  or is  reasonably  likely to have,  a Material  Adverse
     Effect on Carolina  First;  provided  that,  for purposes of this  sentence
     only,  those   representations   and  warranties  which  are  qualified  by
     references  to  "material,"   "Material,"  "Material  Adverse  Effect,"  or
     variations  thereof, or to the "Knowledge" of Carolina First or to a matter
     being  "known"  by  Carolina  First  shall be deemed  not to  include  such
     qualifications.

                  (b)  Performance of Agreements and Covenants.  Each and all of
         the  agreements  and  covenants of Carolina  First to be performed  and
         complied  with  pursuant  to this  Agreement  and the other  agreements
         contemplated  hereby prior to the  Effective  Time shall have been duly
         performed and complied with in all Material respects.

                  (c)  Certificates.  Carolina First shall have delivered to FCC
         (i) a  certificate,  dated as of the  Effective  Time and signed on its
         behalf by its chief executive officer and chief financial  officer,  to
         the effect that the conditions of its  obligations set forth in Section
         9.1 as relates to  Carolina  First and in Section  9.2(a) and 9.2(b) of
         this  Agreement  have  been  satisfied,  and (ii)  certified  copies of
         resolutions  duly adopted by Carolina  First's  Board of Directors  and
         stockholders evidencing the taking of all corporate action necessary to
         authorize the execution,  delivery,  and performance of this Agreement,
         and the consummation of the transactions  contemplated  hereby,  all in
         such reasonable detail as FCC and its counsel shall request.

                  (d)  Affiliate  Agreements.  FCC shall have received from each
         affiliate of Carolina  First the affiliates  agreements  referred to in
         Section 8.12 of this  Agreement,  to the extent  necessary to ensure in
         the  reasonable  judgment  of FCC  that the  transactions  contemplated
         hereby will qualify for pooling of interests accounting treatment.

         9.3  Conditions to Obligations of Carolina  First.  The  obligations of
Carolina First to perform this Agreement and consummate the Merger and the other
transactions  contemplated  hereby  are  subject  to  the  satisfaction  of  the
following  conditions,  unless  waived by  Carolina  First  pursuant  to Section
11.6(b) of this Agreement:

                  (a)  Representations  and  Warranties.  For  purposes  of this
         Section 9.3(a), the accuracy of the  representations  and warranties of
         FCC set forth in this  Agreement  shall be  assessed  as of the date of
         this  Agreement  and as of the  Effective  Time with the same effect as
         though all such  representations and warranties had been made on and as
         of the Effective  Time (provided  that  representations  and warranties
         which are  confined  to a  specified  date shall  speak only as of such
         date). The  representations  and warranties of FCC set forth in Section
         6.3  of  this  Agreement   shall  be  true  and  correct   (except  for
         inaccuracies which are de minimis in amount).  The  representations and
         warranties of FCC set forth in Sections  6.16,  6.17,  and 6.18 of this
         Agreement  shall be true and correct in all  Material  respects.  There
         shall not exist inaccuracies in the  representations  and warranties of
         FCC set forth in this  Agreement  (including  the  representations  and
         warranties set forth in Sections 6.3,  6.16,  6.17, and 6.18) such that
         the aggregate effect of such  inaccuracies has, or is reasonably likely
         to have, a Material Adverse Effect on FCC;  provided that, for purposes
         of this sentence only, those  representations  and warranties which are
         qualified by references to "material,"  "Material,"  "Material  Adverse
         Effect," or variations  thereof,  or to the  "Knowledge" of FCC or to a
         matter  being  "known"  by FCC  shall be  deemed  not to  include  such
         qualifications.

                  (b)  Performance of Agreements and Covenants.  Each and all of
         the  agreements  and covenants of FCC to be performed and complied with
         pursuant to this Agreement and the other agreements contemplated hereby
         prior to the Effective Time shall have been duly performed and complied
         with in all Material respects.

                  (c)  Certificates.  FCC shall have delivered to Carolina First
         (i) a  certificate,  dated as of the  Effective  Time and signed on its
         behalf by its chief executive officer and chief financial  officer,  to
         the effect that the conditions of its  obligations set forth in Section
         9.1 as  relates  to FCC  and in  Section  9.3(a)  and  9.3(b)  of  this
         Agreement have been satisfied, and (ii) certified copies of resolutions
         duly adopted by FCC's Board of Directors  and  stockholders  evidencing
         the  taking  of  all  corporate   action  necessary  to  authorize  the
         execution,  delivery,  and  performance  of  this  Agreement,  and  the
         consummation  of the  transactions  contemplated  hereby,  all in  such
         reasonable detail as Carolina First and its counsel shall request.

                              ARTICLE 10 TERMINATION

         10.1   Termination.   Notwithstanding   any  other  provision  of  this
Agreement,   and   notwithstanding   the  approval  of  this  Agreement  by  the
stockholders  of Carolina First or FCC, this Agreement may be terminated and the
Merger abandoned at any time prior to the Effective Time:

                  (a)       By  mutual consent  of the Board of Directors of FCC
         and the Board of Directors of Carolina First; or

                  (b) By the Board of Directors of either Party  (provided  that
         the terminating  Party is not then in breach of any  representation  or
         warranty contained in this Agreement under the applicable  standard set
         forth in Section 9.2(a) of this Agreement in the case of Carolina First
         and Section  9.3(a) of this Agreement in the case of FCC or in Material
         breach of any covenant or other agreement  contained in this Agreement)
         in the event of an inaccuracy of any  representation or warranty of the
         other Party contained in this Agreement which cannot be or has not been
         cured  within  30 days  after  the  giving  of  written  notice  to the
         breaching Party of such inaccuracy and which  inaccuracy  would provide
         the  terminating  Party the ability to refuse to consummate  the Merger
         under  the  applicable  standard  set forth in  Section  9.2(a) of this
         Agreement  in the case of  Carolina  First and  Section  9.3(a) of this
         Agreement in the case of FCC; or

                  (c) By the Board of Directors of either Party  (provided  that
         the terminating  Party is not then in breach of any  representation  or
         warranty contained in this Agreement under the applicable  standard set
         forth in Section 9.2(a) of this Agreement in the case of Carolina First
         and  Section  9.3(a)  in the case of FCC) in the  event  of a  Material
         breach by the other Party of any  covenant or  agreement  contained  in
         this  Agreement  which  cannot be or has not been cured  within 30 days
         after the  giving of  written  notice  to the  breaching  Party of such
         breach; or

(d)       By  the  Board  of  Directors  of  either  Party  (provided  that  the
          terminating  Party  is not then in  breach  of any  representation  or
          warranty contained in this Agreement under the applicable standard set
          forth in  Section  9.2(a) of this  Agreement  in the case of  Carolina
          First and Section  9.3(a) of this  Agreement  in the case of FCC or in
          Material breach of any covenant or other  agreement  contained in this
          Agreement)  in the event (i) any Consent of any  Regulatory  Authority
          required  for  consummation  of the Merger and the other  transactions
          contemplated  hereby  shall  have been  denied by final  nonappealable
          action of such  authority or if any action taken by such  authority is
          not  appealed   within  the  time  limit  for  appeal,   or  (ii)  the
          stockholders  of FCC or Carolina  First fail to vote their approval of
          the matters  submitted  for the approval by such  stockholders  at the
          Stockholders' Meetings where the appropriate transactions contemplated
          by this Agreement were presented to such stockholders for approval and
          voted upon; or

(e)      By the Board of  Directors of either Party in the event that the Merger
         shall not have been  consummated  by June 30,  2000,  if the failure to
         consummate the transactions  contemplated hereby on or before such date
         is not caused by any breach of this  Agreement by the Party electing to
         terminate pursuant to this Section 10.1(e); or

(f)      By  the  Board  of  Directors  of  either  Party   (provided  that  the
         terminating  Party  is not  then in  breach  of any  representation  or
         warranty contained in this Agreement under the applicable  standard set
         forth in Section 9.2(a) of this Agreement in the case of Carolina First
         and Section  9.3(a) of this Agreement in the case of FCC or in Material
         breach of any covenant or other agreement  contained in this Agreement)
         in the event that any of the conditions precedent to the obligations of
         such Party to consummate the Merger cannot be satisfied or fulfilled by
         the date specified in Section 10.1(e) of this Agreement; or

(g)      By Carolina First if:

(1)      the  Average  Closing  Price  (as defined below) shall be less than the
         product of 0.80 and the Starting Price; and

(2)                        (i) the  number  obtained  by  dividing  the  Average
                           Closing  Price by the  Starting  price  (such  number
                           being  referred to herein as the FCC Ratio") shall be
                           less than (ii) the number  obtained by  dividing  the
                           Index  Price on the  Determination  Date by the Index
                           Price on the Starting Date and subtracting  0.15 from
                           such quotient  (such number being  referred to herein
                           as the "Index Ratio").

                  If Carolina First elects its termination right pursuant to the
         immediately  preceding sentence, it shall give to FCC written notice on
         or before the second trading day after the  Determination  Date. During
         the five-day  period  commencing on the date of such notice,  FCC shall
         have the option of adjusting the Exchange  Ratio to equal the lesser of
         (i) a number  equal  to a  quotient  (rounded  to the  nearest  one-ten
         thousandth),  the  numerator  of which  is the  product  of  0.80,  the
         Starting  Price  and the  Exchange  Ratio (as then in  effect)  and the
         denominator  of which is the Average  Closing  Price,  or (ii) a number
         equal to a quotient  (rounded to the nearest one-ten  thousandth),  the
         numerator of which is the Index Ratio  multiplied by the Exchange Ratio
         (as then in effect) and the  denominator of which is the FCC Ratio.  If
         FCC makes an election  contemplated by the preceding  sentence,  within
         such five-day  period,  it shall give prompt written notice to Carolina
         First of such  election and the revised  Exchange  Ratio,  whereupon no
         termination  shall have  occurred  pursuant to this  Section,  and this
         Agreement  shall remain in effect in accordance  with its terms (except
         as the Exchange Ratio shall have been so modified),  and any references
         in this  Agreement to "Exchange  Ratio" shall  thereafter  be deemed to
         refer to the Exchange Ratio as adjusted pursuant to this Section.

                  For purposes of this Section only,  the following  terms shall
have the meanings indicated:

                     "Average  Closing  Price"  means  the  average  of the last
                  reported sale prices per share of FCC Common Stock as reported
                  on The Nasdaq Stock Market or such successor exchange on which
                  FCC Common  Stock may then be traded (as  reported in The Wall
                  Street  Journal  or,  if  not  reported  therein,  in  another
                  mutually  agreed  upon   authoritative   source)  for  the  20
                  consecutive  trading  days on The Nasdaq  Stock Market or such
                  successor  exchange  on which  FCC  Common  Stock  may then be
                  traded  ending at the close of  trading  on the  Determination
                  Date.

                     "Determination  Date" means the date on which the  approval
                  of the Federal Reserve Board required for  consummation of the
                  Merger  shall  be  received  by  FCC,  without  regard  to any
                  requisite waiting periods in respect thereof.

                     "Index  Group"  means  the  group  of this 11 bank  holding
                  companies listed below, the common stock of all of which shall
                  be publicly  traded and as to which there shall not have been,
                  since the Starting Date and before the Determination  Date, an
                  announcement  of a  transaction  whereby such company would be
                  acquired or whereby such company would acquire another company
                  or companies in transactions with a value exceeding 25% of the
                  acquiror's  market  capitalization as of the Starting Date. In
                  the event that the common stock of any such company  ceases to
                  be  publicly  traded  or any such  announcement  is made  with
                  respect to any such company, such company will be removed from
                  the Index Group,  and the weights (which have been  determined
                  based on the  number of  outstanding  shares of common  stock)
                  redistributed  proportionately  for purpose of determining the
                  Index  Price.  The  bank  holding  companies  and the  weights
                  attributed to them are as follows:
<TABLE>
<CAPTION>

                                                                               Ticker             Weighting
                             <S>                                               <C>                  <C>

                             BT Financial Corporation                          BTFC                   3.14%
                             Carolina First Corporation                        CAFC                   5.08
                             CCB Financial Corporation                         CCB                    7.82
                             Centura Banks, Inc.                               CBC                    7.94
                             First Midwest Bancorp, Inc.                       FMBI                   5.45
                             First Virginia Banks, Inc.                        FVB                    9.91
                             Fulton Financial Corporation                      FULT                  13.57
                             Mercantile Bankshares Corporation                 MRBK                  13.62
                             Sky Financial Group Inc.                          SKYF                  15.27
                             Trustmark Corporation                             TRMK                  14.22
                             WesBanco, Inc.                                    WSBC                   3.99
                                                                                                    100.00%
</TABLE>


                     "Index  Price" on a given date means the  weighted  average
                  (weighted in accordance  with the factors listed above) of the
                  closing prices of the companies comprising the Index Group.

                     "Starting Date" means November 8, 1999.

                     "Starting  Price" shall mean the last  reported  sale price
                  per  share  of FCC  Common  Stock  on the  Starting  Date,  as
                  reported by The Nasdaq Stock Market or such successor exchange
                  on which FCC Common  Stock may then be traded (as  reported in
                  The Wall  Street  Journal  or,  if not  reported  therein,  in
                  another mutually agreed upon authoritative source).

                  If any company belonging to the Index Group or FCC declares or
         effects a stock dividend, reclassification, recapitalization, split-up,
         combination,  exchange  of shares or similar  transaction  between  the
         Starting  Date and the  Determination  Date,  the prices for the common
         stock of such  company or FCC shall be  appropriately  adjusted for the
         purposes of applying this Section.

                  (h) By either  Party in the event  Carolina  First's  Board of
         Directors has determined in good faith and as permitted by Sections 8.1
         and 8.8 hereof to enter into an alternative Acquisition Proposal.

         10.2  Effect  of  Termination.  In the  event  of the  termination  and
abandonment of this Agreement  pursuant to Section 10.1 of this Agreement,  this
Agreement  shall become void and have no effect,  except that (i) the provisions
of this Section 10.2 and Article 11 and Section 8.6(b) of this  Agreement  shall
survive any such termination and abandonment, and (ii) a termination pursuant to
Sections  10.1(b),  10.1(c),  or 10.1(f) of this Agreement shall not relieve the
breaching   Party  from   Liability   for  an  uncured   willful   breach  of  a
representation,   warranty,   covenant,   or  agreement   giving  rise  to  such
termination. The Stock Option Agreement shall be governed by its own terms.

         10.3  Non-Survival  of  Representations  and Covenants.  The respective
representations,  warranties,  obligations,  covenants,  and  agreements  of the
Parties  shall not survive the  Effective  Time  except  this  Section  10.3 and
Articles 1, 2, 3, 4, and 11 and  Sections  8.12,  8.13,  8.14,  and 8.15 of this
Agreement.

                             ARTICLE 11 MISCELLANEOUS

         11.1 Definitions.

                  (a)      Except as otherwise provided herein, the capitalized
                     terms set forth below shall have the following meanings:

         "1933 ACT" shall mean the Securities Act of 1933, as amended.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.

         "ACQUISITION  PROPOSAL"  with  respect to a Party shall mean any tender
offer or exchange offer or any proposal for a merger,  acquisition of all of the
stock or Assets of, or other business combination involving such Party or any of
its  Subsidiaries or the  acquisition of a substantial  equity interest in, or a
substantial portion of the Assets of, such Party or any of its Subsidiaries.

         "AFFILIATE" of a Person shall mean: (i) any other Person  directly,  or
indirectly  through one or more  intermediaries,  controlling,  controlled by or
under  common  control with such Person;  (ii) any officer,  director,  partner,
employer, or direct or indirect beneficial owner of any 10% or greater equity or
voting  interest of such  Person;  or (iii) any other  Person for which a Person
described in clause (ii) acts in any such capacity.

         "AGREEMENT" shall mean this Agreement and Plan of Merger, including the
Exhibits and the  Confidentiality  Agreements  (and  excepting  the Stock Option
Agreement) delivered pursuant hereto and incorporated herein by reference.

         "ARTICLES  OF MERGER"  shall mean the Articles of Merger to be executed
by FCC and filed  with the  Secretary  of State of the  State of North  Carolina
relating to the Merger as contemplated by Section 1.1 of this Agreement.

         "ASSETS"  of a  Person  shall  mean  all  of  the  assets,  properties,
businesses,  and rights of such Person of every  kind,  nature,  character,  and
description,  whether real, personal, or mixed, tangible or intangible,  accrued
or contingent,  or otherwise  relating to or utilized in such Person's business,
directly or indirectly, in whole or in part, whether or not carried on the books
and records of such Person,  and whether or not owned in the name of such Person
or any Affiliate of such Person and wherever located.

         "BHC ACT" shall mean the federal Bank Holding  Company Act of 1956,  as
amended.

         "Carolina  First  BANKS"  shall mean  Lincoln  Bank of North  Carolina,
Cabarrus Bank of North Carolina and Community Bank and Trust Company.

         "Carolina  First  COMMON  STOCK"  shall mean the $2.50 par value common
stock of Carolina First.

         "Carolina First COMPANIES" shall mean, collectively, Carolina First and
all Carolina First Subsidiaries.

         "Carolina  First   DISCLOSURE   MEMORANDUM"   shall  mean  the  written
information entitled "Carolina First Disclosure  Memorandum"  delivered prior to
the  execution of this  Agreement to FCC  describing  in  reasonable  detail the
matters  contained  therein and, with respect to each  disclosure  made therein,
specifically  referencing  each Section or  subsection of this  Agreement  under
which such disclosure is being made.  Information  disclosed with respect to one
Section  or  subsection  shall not be deemed to be  disclosed  for all  purposes
hereunder.  The inclusion of any matter in this document  shall not be deemed an
admission or otherwise to imply that any such matter is Material for purposes of
this Agreement.

         "Carolina First FINANCIAL  STATEMENTS"  shall mean (i) the consolidated
statements of financial position (including related notes and schedules, if any)
of Carolina  First as of June 30, 1999 and as of December  31, 1997,  1997,  and
1996, and the related statements of income, changes in stockholders' equity, and
cash flows  (including  related notes and schedules,  if any) for the six months
ended June 30,  1999,  and for each of the three years ended  December 31, 1998,
1997 and  1996,  as  filed by  Carolina  First  in SEC  Documents,  and (ii) the
consolidated  statements  of  financial  position of Carolina  First  (including
related notes and schedules,  if any) and related statements of income,  changes
in stockholders'  equity, and cash flows (including related notes and schedules,
if any) included in SEC Documents filed with respect to periods ended subsequent
to June 30, 1999.

         "CAROLINA  FIRST  PREFERRED  STOCK"  shall  mean the  $1.00  par  value
preferred stock of Carolina First.

         "Carolina  First Stock  Option  Agreement"  shall mean the Stock Option
Agreement  of  even  date  herewith   issued  to  FCC  by  Carolina   First,  in
substantially the form of Exhibit 1.

         "Carolina First  SUBSIDIARIES"  shall mean the Subsidiaries of Carolina
First, which shall include the Carolina First Subsidiaries  described in Section
5.4 of this Agreement and any corporation,  bank, savings association,  or other
organization  acquired as a Subsidiary of Carolina First in the future and owned
by Carolina First at the Effective Time.

         "CONFIDENTIALITY  AGREEMENTS" shall mean those certain  Confidentiality
Agreements,  entered into prior to the date of this Agreement,  between Carolina
First and FCC.

         "CONSENT" shall mean any consent, approval,  authorization,  clearance,
exemption,  waiver,  or  similar  affirmation  by  any  Person  pursuant  to any
Contract, Law, Order, or Permit.

         "CONTRACT"  shall  mean any  written  or oral  agreement,  arrangement,
authorization,  commitment,  contract, indenture, instrument, lease, obligation,
plan,  practice,  restriction,  understanding,  or  undertaking  of any  kind or
character,  or other  document to which any Person is a party or that is binding
on any Person or its capital stock, Assets, or business.

         "DEFAULT"  shall mean (i) any breach or violation  of or default  under
any Contract,  Order, or Permit,  (ii) any occurrence of any event that with the
passage  of time or the giving of notice or both  would  constitute  a breach or
violation  of or default  under any  Contract,  Order,  or Permit,  or (iii) any
occurrence  of any event that with or without  the passage of time or the giving
of notice would give rise to a right to terminate or revoke,  change the current
terms of, or renegotiate,  or to accelerate,  increase,  or impose any Liability
under, any Contract, Order, or Permit, where, in any such event, such Default is
reasonably likely to have,  individually or in the aggregate, a Material Adverse
Effect on a Party.

         "ENVIRONMENTAL  LAWS"  shall mean all Laws  relating  to  pollution  or
protection of human health or the environment  (including  ambient air,  surface
water,  ground  water,  land  surface,  or  subsurface  strata)  and  which  are
administered,  interpreted,  or  enforced  by the  United  States  Environmental
Protection  Agency and state and local  agencies  with  jurisdiction  over,  and
including  common law in respect of, pollution or protection of the environment,
including the Comprehensive  Environmental  Response  Compensation and Liability
Act, as amended, 42 U.S.C. 9601 et seq.  ("CERCLA"),  the Resource  Conservation
and Recovery Act, as amended,  42 U.S.C. 6901 et seq.  ("RCRA"),  and other Laws
relating to  emissions,  discharges,  releases,  or  threatened  releases of any
Hazardous  Material,  or  otherwise  relating  to the  manufacture,  processing,
distribution,  use, treatment,  storage, disposal, transport, or handling of any
Hazardous Material.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "EXHIBITS" 1 through 3,  inclusive,  shall mean the Exhibits so marked,
copies of which  are  attached  to this  Agreement.  Such  Exhibits  are  hereby
incorporated by reference herein and made a part hereof,  and may be referred to
in this  Agreement  and any other related  instrument or document  without being
attached hereto.

         "FCC BANK" shall mean First Charter National Bank.

         "FCC COMMON STOCK" shall mean the no par value common stock of FCC.

         "FCC COMPANIES" shall mean, collectively, FCC and all FCC Subsidiaries.

         "FCC DISCLOSURE MEMORANDUM" shall mean the written information entitled
"FCC Disclosure  Memorandum"  delivered prior to the execution of this Agreement
to Carolina First describing in reasonable  detail the matters contained therein
and, with respect to each disclosure made therein, specifically referencing each
Section or subsection  of this  Agreement  under which such  disclosure is being
made.  Information disclosed with respect to one Section or subsection shall not
be deemed to be  disclosed  for all  purposes  hereunder.  The  inclusion of any
matter in this  document  shall not be deemed an admission or otherwise to imply
that any such matter is Material for purposes of this Agreement.

         "FCC FINANCIAL  STATEMENTS" shall mean (i) the consolidated  statements
of condition  (including related notes and schedules,  if any) of FCC as of June
30,  1999,  and as of  December  31,  1998,  1997,  and  1996,  and the  related
statements of income, changes in stockholders' equity, and cash flows (including
related notes and schedules, if any) for the six months ended June 30, 1999, and
for each of the three years ended December 31, 1998, 1997, and 1996, as filed by
FCC in SEC Documents,  and (ii) the consolidated  statements of condition of FCC
(including  related  notes and  schedules,  if any) and  related  statements  of
income, changes in stockholders' equity, and cash flows (including related notes
and schedules,  if any) included in SEC Documents  filed with respect to periods
ended subsequent to June 30, 1999.

         "FCC  SUBSIDIARIES"   shall  mean  the  Subsidiaries  of  FCC  and  any
corporation,  bank, savings  association,  or other  organization  acquired as a
Subsidiary of FCC in the future and owned by FCC at the Effective Time.

         "GAAP"   shall   mean   generally   accepted   accounting   principles,
consistently applied during the periods involved.

         "HAZARDOUS MATERIAL" shall mean (i) any hazardous substance,  hazardous
material,  hazardous waste,  regulated  substance,  or toxic substance (as those
terms are defined by any applicable  Environmental Laws) and (ii) any chemicals,
pollutants,   contaminants,   petroleum,   petroleum   products,   or  oil  (and
specifically   shall  include  asbestos   requiring   abatement,   removal,   or
encapsulation  pursuant to the requirements of governmental  authorities and any
polychlorinated biphenyls).

         "HOLA" the Home Owners' Loan Act of 1933, as amended.

         "INTERNAL  REVENUE CODE" shall mean the Internal  Revenue Code of 1986,
as amended, and the rules and regulations promulgated thereunder.

         "JOINT PROXY  STATEMENT"  shall mean the joint proxy  statement used by
FCC and Carolina First to solicit the approval of their respective  stockholders
of the  transactions  contemplated  by this  Agreement,  which shall include the
prospectus of FCC relating to the issuance of the FCC Common Stock to holders of
Carolina First Common Stock, as amended or supplemented.

         "KNOWLEDGE" as used with respect to a Person  (including  references to
such  Person  being  aware of a  particular  matter)  shall  mean  the  personal
knowledge of the chairman,  president, chief financial officer, chief accounting
officer, chief credit officer,  general counsel, or any executive vice president
of such Person.

         "LAW" shall mean any code,  law,  ordinance,  regulation,  reporting or
licensing  requirement,  rule, or statute  applicable to a Person or its Assets,
Liabilities, or business, including those promulgated,  interpreted, or enforced
by any Regulatory Authority.

         "LIABILITY"  shall mean any direct or indirect,  primary or  secondary,
liability, indebtedness,  obligation, penalty, cost, or expense (including costs
of investigation,  collection,  and defense),  claim,  deficiency,  guaranty, or
endorsement  of or by any  Person  (other  than  endorsements  of notes,  bills,
checks, and drafts presented for collection or deposit in the ordinary course of
business) of any type,  whether accrued,  absolute or contingent,  liquidated or
unliquidated, matured or unmatured, or otherwise.

         "LIEN" shall mean any  conditional  sale  agreement,  default of title,
easement,   encroachment,   encumbrance,   hypothecation,   infringement,  lien,
mortgage, pledge, reservation,  restriction, security interest, title retention,
or other  security  arrangement,  or any adverse right or interest,  charge,  or
claim of any nature  whatsoever  of,  on, or with  respect  to any  property  or
property  interest,  other  than (i)  Liens for  property  Taxes not yet due and
payable,  (ii) for depository  institution  Subsidiaries of a Party,  pledges to
secure deposits,  and other Liens incurred in the ordinary course of the banking
business and (iii) Liens which are not reasonably  likely to have,  individually
or in the aggregate, a Material Adverse Effect on the related Party.

         "LITIGATION"  shall  mean any  action,  arbitration,  cause of  action,
claim,  complaint,  criminal prosecution,  demand letter,  governmental or other
examination  or  investigation,   hearing,  inquiry,   administrative  or  other
proceeding,  or  notice  (written  or oral)  by any  Person  alleging  potential
Liability  or  requesting  information  relating to or  affecting  a Party,  its
business,  its Assets  (including  Contracts related to it), or the transactions
contemplated  by  this  Agreement,  but  shall  not  include  regular,  periodic
examinations  of  depository  institutions  and their  Affiliates  by Regulatory
Authorities.

         "LOAN PROPERTY" shall mean any property owned,  leased,  or operated by
the Party in  question or by any of its  Subsidiaries  or in which such Party or
Subsidiary  holds a security  or other  interest  (including  an  interest  in a
fiduciary capacity),  and, where required by the context,  includes the owner or
operator of such property, but only with respect to such property.

         "MATERIAL" for purposes of this Agreement  shall be determined in light
of the facts and  circumstances  of the matter in  question;  provided  that any
specific monetary amount stated in this Agreement shall determine materiality in
that instance.

         "MATERIAL  ADVERSE EFFECT" on a Party shall mean an event,  change,  or
occurrence  which,  individually  or together with any other event,  change,  or
occurrence,  has a  Material  adverse  impact  on (i) the  financial  condition,
results of operations, or business of such Party and its Subsidiaries,  taken as
a whole, or (ii) the ability of such Party to perform its obligations under this
Agreement or to consummate the Merger or the other transactions  contemplated by
this Agreement,  provided that "Material  Adverse Effect" shall not be deemed to
include  the  impact of (a)  changes  in  banking  and  similar  Laws of general
applicability or interpretations thereof by courts or governmental  authorities,
(b) changes in GAAP or regulatory  accounting principles generally applicable to
banks or savings  associations  and their  holding  companies,  (c)  actions and
omissions of a Party (or any of its Subsidiaries)  taken with the prior informed
consent of the other Party in  contemplation  of the  transactions  contemplated
hereby,  including without  limitation actions taken pursuant to Section 8.16 of
this  Agreement,  and (d) the Merger (and the  reasonable  expenses  incurred in
connection  therewith) and  compliance  with the provisions of this Agreement on
the operating performance or financial condition of the Party.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "Nasdaq NMS" shall mean the National  Market System of The Nasdaq Stock
Market.

         "NCBCA" shall mean the North Carolina Business Corporation Act.

         "ORDER"  shall  mean any  administrative  decision  or  award,  decree,
injunction,  judgment, order,  quasi-judicial decision or award, ruling, or writ
of any federal, state, local, or foreign or other court,  arbitrator,  mediator,
tribunal, administrative agency, or Regulatory Authority.

         "PARTICIPATION  FACILITY"  shall mean any facility or property in which
the Party in question or any of its Subsidiaries  participates in the management
(including,  but not limited to,  participating  in a fiduciary  capacity)  and,
where  required  by the  context,  said term means the owner or operator of such
facility or property, but only with respect to such facility or property.

         "PARTY" shall mean either  Carolina  First or FCC, and "Parties"  shall
mean both Carolina First and FCC.

         "PERMIT" shall mean any federal, state, local, and foreign governmental
approval,  authorization,  certificate,  easement,  filing, franchise,  license,
notice,  permit,  or right to which  any  Person is a party or that is or may be
binding upon or inure to the benefit of any Person or its securities, Assets, or
business.

         "PERSON"  shall  mean a natural  person or any  legal,  commercial,  or
governmental  entity,  such  as,  but not  limited  to, a  corporation,  general
partnership,  joint venture,  limited  partnership,  limited liability  company,
trust, business association,  group acting in concert, or any person acting in a
representative capacity.

         "REGISTRATION  STATEMENT" shall mean the Registration Statement on Form
S-4, or other  appropriate  form,  including any pre-effective or post-effective
amendments or supplements thereto,  filed with the SEC by FCC under the 1933 Act
with respect to the shares of FCC Common Stock to be issued to the  stockholders
of Carolina  First in  connection  with the  transactions  contemplated  by this
Agreement.

         "REGULATORY  AUTHORITIES" shall mean,  collectively,  the United States
Department of Justice, the Board of the Governors of the Federal Reserve System,
the Office of the  Comptroller of the Currency,  the Federal  Deposit  Insurance
Corporation,  all state regulatory agencies having jurisdiction over the Parties
and their respective Subsidiaries, the NASD, and the SEC.

         "REPRESENTATIVE"  shall mean any investment banker,  financial advisor,
attorney, accountant, consultant, or other representative of a Person.

         "RIGHTS" shall mean all arrangements,  calls,  commitments,  Contracts,
options,  rights to subscribe  to,  scrip,  understandings,  warrants,  or other
binding  obligations of any character  whatsoever  relating to, or securities or
rights  convertible  into or exchangeable  for, shares of the capital stock of a
Person or by which a Person is or may be bound to issue additional shares of its
capital stock or other Rights.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SEC DOCUMENTS" shall mean all forms,  proxy  statements,  registration
statements,  reports,  schedules,  and other documents  filed, or required to be
filed,  by a Party  or any of its  Subsidiaries  with any  Regulatory  Authority
pursuant to the Securities Laws.

         "SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the Investment
Company  Act of 1940,  as  amended,  the  Investment  Advisors  Act of 1940,  as
amended,  the  Trust  Indenture  Act of 1939,  as  amended,  and the  rules  and
regulations of any Regulatory Authority promulgated thereunder.

         "STOCKHOLDERS'  MEETINGS"  shall mean the  respective  meetings  of the
stockholders  of FCC and  Carolina  First to be held  pursuant to Section 8.1 of
this Agreement, including any adjournment or adjournments thereof.

         "SUBSIDIARIES" shall mean all those corporations,  banks, associations,
or other  entities of which the entity in question  owns or controls 50% or more
of the  outstanding  equity  securities  either  directly or through an unbroken
chain of  entities  as to each of which  50% or more of the  outstanding  equity
securities is owned directly or indirectly by its parent;  provided, there shall
not be included any such entity acquired through  foreclosure or any such entity
the equity securities of which are owned or controlled in a fiduciary capacity.

         "SURVIVING  BANK" shall mean FCC Bank as the surviving  bank  resulting
from the Bank Merger.

         "SURVIVING  CORPORATION"  shall mean FCC as the  surviving  corporation
resulting from the Merger.

         "TAX" OR "TAXES"  shall mean all  federal,  state,  local,  and foreign
taxes, charges, fees, levies, imposts,  duties, or other assessments,  including
income,  gross receipts,  excise,  employment,  sales, use,  transfer,  license,
payroll,   franchise,    severance,   stamp,   occupation,   windfall   profits,
environmental,  federal highway use,  commercial rent,  customs duties,  capital
stock, paid-up capital, profits,  withholding,  Social Security, single business
and unemployment, disability, real property, personal property, registration, ad
valorem, value added, alternative or add-on minimum,  estimated, or other tax or
governmental fee of any kind  whatsoever,  imposed or required to be withheld by
the United States or any state,  local, or foreign  government or subdivision or
agency thereof, including any interest, penalties, or additions thereto.

         "TAXABLE  PERIOD" shall mean any period  prescribed by any governmental
authority,  including  the  United  States  or  any  state,  local,  or  foreign
government or  subdivision  or agency thereof for which a Tax Return is required
to be filed or Tax is required to be paid.

         "TAX RETURN"  shall mean any report,  return,  information  return,  or
other  information  required to be supplied to a taxing  authority in connection
with Taxes,  including  any return of an affiliated or combined or unitary group
that includes a Party or its Subsidiaries.

         (b) The terms set forth below shall have the meanings  ascribed thereto
in the referenced sections:




<PAGE>
<TABLE>
<S>                                                                                              <C>
Bank Mergers ................................................................................    Section 1.2
Carolina First Benefit Plans  ...............................................................    Section 5.13(a)
Carolina First Contracts  ...................................................................    Section 5.14
Carolina First ERISA Affiliate  .............................................................    Section 5.13(e)
Carolina First ERISA Plan  ..................................................................    Section 5.13(a)
Carolina First Rights  ......................................................................    Section 3.6(a)
Carolina First Pension Plan  ................................................................    Section 5.13(a)
Carolina First SEC Reports  .................................................................    Section 5.5(a)
Cause    ....................................................................................    Section 8.13(c)
Closing  ....................................................................................    Section 1.3
Continuing Employee .........................................................................    Section 8.13
Effective Time  .............................................................................    Section 1.4
Exchange Agent  .............................................................................    Section 4.1
Exchange Ratio  .............................................................................    Section 3.1(b)
FCC ERISA Affiliate  ........................................................................    Section 6.19
FCC SEC Reports  ............................................................................    Section 6.5(a)
Indemnified Party  ..........................................................................    Section 8.14
Maximum Amount  .............................................................................    Section 8.14(b)
Merger   ....................................................................................    Section 1.1
Takeover Laws  ..............................................................................    Section 5.19
Tax Opinions ................................................................................    Section 9.1(g)
</TABLE>


         (c) Any singular term in this Agreement  shall be deemed to include the
plural,  and any  plural  term  the  singular.  Whenever  the  words  "include,"
"includes,"  or  "including"  are used in this  Agreement,  they shall be deemed
followed by the words "without limitation."

         11.2 Expenses.

                   (a) Except as otherwise  provided in this Section 11.2,  each
         of the  Parties  shall  bear  and pay all  direct  costs  and  expenses
         incurred  by it or on its behalf in  connection  with the  transactions
         contemplated hereunder, including filing, registration, and application
         fees,  printing  fees,  and fees and  expenses of its own  financial or
         other consultants, investment bankers, accountants, and counsel, except
         that each of the Parties  shall bear and pay  one-half of the  printing
         costs  incurred in  connection  with the  printing of the  Registration
         Statement  and the  Joint  Proxy  Statement  and the SEC  fees  related
         thereto.

                   (b) Nothing  contained in this Section 11.2 shall  constitute
         or shall be deemed to  constitute  liquidated  damages  for the willful
         breach by a Party of the terms of this Agreement or otherwise limit the
         rights of the nonbreaching Party.

         11.3 Brokers and Finders. Except for The Robinson-Humphrey Company, LLC
as to Carolina  First and except for Wheat First  Securities  as to FCC, each of
the Parties  represents  and warrants  that neither it nor any of its  officers,
directors,  employees,  or  Affiliates  has  employed  any  broker  or finder or
incurred any Liability  for any financial  advisory  fees,  investment  bankers'
fees,  brokerage  fees,  commissions,  or finders' fees in connection  with this
Agreement or the transactions  contemplated  hereby.  In the event of a claim by
any broker or finder based upon his, her, or its  representing or being retained
by or allegedly representing or being retained by Carolina First or FCC, each of
Carolina  First and FCC, as the case may be,  agrees to  indemnify  and hold the
other Party harmless of and from any Liability in respect of any such claim.

         11.4 Entire Agreement.  Except as otherwise  expressly provided herein,
this Agreement (including the Confidentiality Agreements and other documents and
instruments  referred to herein)  constitutes the entire  agreement  between the
Parties with respect to the transactions  contemplated  hereunder and supersedes
all prior arrangements or understandings with respect thereto,  written or oral.
Nothing in this Agreement  expressed or implied,  is intended to confer upon any
Person,  other than the  Parties or their  respective  successors,  any  rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
other than as provided  in Sections  8.12,  8.13(b),  8.14,  and 8.15(b) of this
Agreement.

         11.5 Amendments.  To the extent permitted by Law, this Agreement may be
amended by a subsequent  writing signed by each of the Parties upon the approval
of the  Boards of  Directors  of each of the  Parties,  whether  before or after
stockholder  approval of this  Agreement has been obtained;  provided,  that the
provisions of this Agreement  relating to the manner or basis in which shares of
Carolina  First Common Stock will be exchanged for FCC Common Stock shall not be
amended  (except in accordance  with Section  10.1(g))  after the  Stockholders'
Meetings  without  the  requisite  approval  of the  holders  of the  issued and
outstanding  shares of FCC Common Stock and Carolina First Common Stock,  as the
case may be, entitled to vote thereon.

         11.6 Waivers.

                   (a) Prior to or at the Effective  Time,  FCC,  acting through
         its  Board of  Directors,  chief  executive  officer,  chief  financial
         officer, or other authorized officer, shall have the right to waive any
         Default in the  performance  of any term of this  Agreement by Carolina
         First, to waive or extend the time for the compliance or fulfillment by
         Carolina First of any and all of its obligations  under this Agreement,
         and to waive any or all of the conditions  precedent to the obligations
         of FCC  under  this  Agreement,  except  any  condition  which,  if not
         satisfied,  would  result in the  violation  of any Law. No such waiver
         shall be  effective  unless  in  writing  signed  by a duly  authorized
         officer of FCC.

                   (b) Prior to or at the Effective Time, Carolina First, acting
         through  its  Board  of  Directors,   chief  executive  officer,  chief
         financial officer, or other authorized officer, shall have the right to
         waive any Default in the  performance  of any term of this Agreement by
         FCC, to waive or extend the time for the  compliance or  fulfillment by
         FCC of any and all of its  obligations  under  this  Agreement,  and to
         waive any or all of the  conditions  precedent  to the  obligations  of
         Carolina First under this Agreement, except any condition which, if not
         satisfied,  would  result in the  violation  of any Law. No such waiver
         shall be  effective  unless  in  writing  signed  by a duly  authorized
         officer of Carolina First.

                   (c) The  failure of any Party at any time or times to require
         performance of any provision hereof shall in no manner affect the right
         of  such  Party  at a later  time  to  enforce  the  same or any  other
         provision  of this  Agreement.  No  waiver of any  condition  or of the
         breach of any term contained in this Agreement in one or more instances
         shall be deemed to be or construed as a further or continuing waiver of
         such  condition or breach or a waiver of any other  condition or of the
         breach of any other term of this Agreement.

         11.7 Assignment.  Except as expressly contemplated hereby, neither this
Agreement nor any of the rights,  interests,  or obligations  hereunder shall be
assigned by any Party hereto (whether by operation of Law or otherwise)  without
the prior written consent of the other Party. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable
by the Parties and their respective successors and assigns.

         11.8 Notices. All notices or other communications which are required or
permitted  hereunder shall be in writing and sufficient if delivered by hand, by
facsimile transmission, by registered or certified mail, postage pre-paid, or by
courier or overnight  carrier,  to the persons at the  addresses set forth below
(or at such other address as may be provided hereunder),  and shall be deemed to
have been delivered as of the date so delivered:

Carolina First:            Carolina First Bancshares, Inc.
                           402 E. Main Street
                           Lincolnton, North Carolina 25092
                           Telecopy Number:  (704) 732-7201
                           Attention:  James E. Burt III
                                          President and Chief Executive Officer

Copy to           Alston & Bird LLP
  Counsel:                 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424
                           Telecopy Number:  (404) 881-4777
                           Attention:  Ralph F. MacDonald, III

FCC:                       First Charter Corporation
                              22 Union Street North
                           Concord, North Carolina 28025
                           Telecopy Number:  (704) 788-0445
                           Attention:  Lawrence M. Kimbrough
                                          President and Chief Executive Officer

Copy to           Smith Helms Mulliss & Moore, L.L.P.
  Counsel:                 201 North Tryon Street
                          Charlotte, North Carolina 282
                           Telecopy Number:  (704) 334-8467
                           Attention: Robert M. Donlon

         11.9 Governing Law.  This Agreement shall be governed by and construed
in  accordance  with  the Laws of the State of North Carolina, without regard to
any applicable conflicts of Laws.

         11.10  Counterparts.  This  Agreement  may be  executed  in two or more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         11.11 Captions.   The  captions  contained  in  this  Agreement are for
reference purposes only and are not part of this Agreement.

         11.12  Interpretations.  Neither this Agreement nor any  uncertainty or
ambiguity herein shall be construed or resolved against any Party, whether under
any rule of  construction  or  otherwise.  No Party to this  Agreement  shall be
considered the draftsman.  The Parties acknowledge and agree that this Agreement
has been reviewed,  negotiated,  and accepted by all Parties and their attorneys
and shall be construed and interpreted  according to the ordinary meaning of the
words  used so as  fairly to  accomplish  the  purposes  and  intentions  of the
Parties.

         11.13   Enforcement  of  Agreement.   The  Parties  hereto  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  was not  performed  in  accordance  with  its  specific  terms or was
otherwise breached.  It is accordingly agreed that the Parties shall be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce  specifically the terms and provisions hereof in any court of the United
States or any state  having  jurisdiction,  this being in  addition to any other
remedy to which they are entitled at law or in equity.

         11.14  Severability.  Any term or provision of this Agreement  which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.



<PAGE>



         IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed  on its  behalf  and its  corporate  seal to be  hereunto  affixed  and
attested by officers thereunto as of the day and year first above written.



ATTEST:                                     CAROLINA FIRST BANCSHARES, INC.


By:      /s/ Jan H. Hollar            By:      /s/ James E. Burt, III
             Jan H. Hollar                         James E. Burt, III
             Secretary                             President and
                                                   Chief Executive Officer
[CORPORATE SEAL]



ATTEST:                                     FIRST CHARTER CORPORATION

By:      /s/ Anne C.Forrest           By:      /s/ Lawrence M. Kimbrough
             Anne C. Forrest                       Lawrence M. Kimbrough
             Corporate Secret                      President and
                                                   Chief Executive Officer


 [CORPORATE SEAL]