AMENDMENT NO. 1
                                       TO
                       CHANGE-IN-CONTROL SEVERANCE AGREEMENT AMONG

                              COASTAL BANCORP, INC.

                                COASTAL BANC SSB

                                       AND

                                 GARY R. GARRETT



     AMENDMENT,  dated  as  of May 31, 1999, by and among Coastal Bancorp, Inc.,
(the  "Corporation"),  Coastal  Banc  ssb,  a  wholly  owned  subsidiary  of the
Corporation  (the "Bank") and Gary R. Garrett (the "Executive")  to  the Change-
In-Control Severance  Agreement (the "Agreement"), dated as of  June 25, 1998.
Hereinafter, the  Corporation  and  the Bank are referred to collectively as the
"Employers."

     WHEREAS,  in  accordance with Section 8 of the Agreement, the Executive and
the  Employers  desire  to  revise the Agreement to provide for an extension and
automatic  renewal  feature.

     NOW,  THEREFORE,  in  consideration  of  the foregoing, and intending to be
legally  bound  hereby, the Executive and the Employers hereto agree as follows:

     The  "Effective Date" of the Agreement, as amended hereby, shall be May 31,
1999.

     Section  4  is  hereby  amended  in  its  entirety  to  read  as  follows:

     4.     Term  of  Agreement
            -------------------

     The term of this Agreement shall be to and through May 31, 2002, subject to
earlier  termination as provided herein.  Beginning on June 1, 1999, and on each
day thereafter, the term of this Agreement shall be extended for a period of one
day in addition to the then-remaining term, provided that the Employers have not
given notice to the Executive in writing at least 30 days prior to such day that
the  term  of this Agreement shall not be extended further.  Reference herein to
the  term  of  this  Agreement  shall  refer  to both such initial term and such
extended  terms.  The  Board  of  Directors of the Corporation shall review on a
periodic  basis (and no less frequently than annually) whether to permit further
extensions  of the term of this Agreement.  As part of such review, the Board of
Directors  shall  consider  all  relevant  factors,  including  the  Executive's
performance  hereunder, and shall either expressly approve further extensions of
the  time  of  this  Agreement  or  decide  to  provide notice to the contrary."

<PAGE>
     IN  WITNESS  WHEREOF, this Amendment has been executed by the Executive and
the  Employers'  respective  officers  thereunto  duly authorized as of the date
first  above  written.



Attest:                              COASTAL  BANCORP,  INC.



/s/Linda  B.  Frazier                    By:/s/Manuel  J.  Mehos
---------------------                       --------------------
Secretary                              Name: Manuel  J.  Mehos
                                      Title: Chairman  of  the  Board  and
                                             Chief  Executive  Officer


                                         By:/s/James  C.  Niver
                                            -------------------
                                       Name: James  C.  Niver
                                      Title: Chairman,  Compensation  Committee


Attest:                              COASTAL  BANC  SSB



/s/Linda  B.  Frazier                    By:/s/Manuel  J.  Mehos
---------------------                       --------------------
Secretary                              Name: Manuel  J.  Mehos
                                      Title: Chairman  of  the  Board  and
                                             Chief  Executive  Officer


                                         By:/s/James  C.  Niver
                                            -------------------
                                       Name: James  C.  Niver
                                      Title: Chairman,  Compensation  Committee



Witness:                         EXECUTIVE



/s/Pamela  S.  Watkins                       /s/Gary  R.  Garrett
----------------------                       --------------------
Pamela  S.  Watkins                          Gary  R.  Garrett
                                             Sr.  Executive  Vice  President/
                                             Chief  Lending  Officer

<PAGE>
                                 AMENDMENT NO. 1
                                       TO
                       CHANGE-IN-CONTROL SEVERANCE AGREEMENT AMONG

                              COASTAL BANCORP, INC.

                                COASTAL BANC SSB

                                       AND

                               CATHERINE N. WYLIE



     AMENDMENT,  dated  as  of May 31, 1999, by and among Coastal Bancorp, Inc.,
(the  "Corporation"),  Coastal  Banc  ssb,  a  wholly  owned  subsidiary  of the
Corporation  (the "Bank") and Gary R. Garrett (the "Executive")  to  the Change-
In-Control Severance  Agreement (the "Agreement"), dated as of  June 25, 1998.
Hereinafter, the  Corporation  and  the Bank are referred to collectively as the
"Employers."

     WHEREAS,  in  accordance with Section 8 of the Agreement, the Executive and
the  Employers  desire  to  revise the Agreement to provide for an extension and
automatic  renewal  feature.

     NOW,  THEREFORE,  in  consideration  of  the foregoing, and intending to be
legally  bound  hereby, the Executive and the Employers hereto agree as follows:

     The  "Effective Date" of the Agreement, as amended hereby, shall be May 31,
1999.

     Section  4  is  hereby  amended  in  its  entirety  to  read  as  follows:

     4.     Term  of  Agreement
            -------------------

     The term of this Agreement shall be to and through May 31, 2002, subject to
earlier  termination as provided herein.  Beginning on June 1, 1999, and on each
day thereafter, the term of this Agreement shall be extended for a period of one
day in addition to the then-remaining term, provided that the Employers have not
given notice to the Executive in writing at least 30 days prior to such day that
the  term  of this Agreement shall not be extended further.  Reference herein to
the  term  of  this  Agreement  shall  refer  to both such initial term and such
extended  terms.  The  Board  of  Directors of the Corporation shall review on a
periodic  basis (and no less frequently than annually) whether to permit further
extensions  of the term of this Agreement.  As part of such review, the Board of
Directors  shall  consider  all  relevant  factors,  including  the  Executive's
performance  hereunder, and shall either expressly approve further extensions of
the  time  of  this  Agreement  or  decide  to  provide notice to the contrary."

<PAGE>

F:\ACCTEXE\WATKINS\WORD\CWCORRES\EXECAGMTS\AMEND1GARY.DOC
     IN  WITNESS  WHEREOF, this Amendment has been executed by the Executive and
the  Employers'  respective  officers  thereunto  duly authorized as of the date
first  above  written.



Attest:                              COASTAL  BANCORP,  INC.



/s/Linda  B.  Frazier                    By:/s/Manuel  J.  Mehos
---------------------                       --------------------
Secretary                              Name: Manuel  J.  Mehos
                                      Title: Chairman  of  the  Board  and
                                             Chief  Executive  Officer


                                         By:/s/James  C.  Niver
                                            -------------------
                                       Name: James  C.  Niver
                                      Title: Chairman,  Compensation  Committee


Attest:                              COASTAL  BANC  SSB



/s/Linda  B.  Frazier                    By:/s/Manuel  J.  Mehos
---------------------                       --------------------
Secretary                              Name: Manuel  J.  Mehos
                                      Title: Chairman  of  the  Board  and
                                             Chief  Executive  Officer


                                         By:/s/James  C.  Niver
                                            -------------------
                                       Name: James  C.  Niver
                                      Title: Chairman,  Compensation  Committee



Witness:                               EXECUTIVE



/s/Pamela  S.  Watkins                       /s/Catherine  N.  Wylie
----------------------                       -----------------------
Pamela  S.  Watkins                          Catherine  N.  Wylie
                                             Sr.  Executive  Vice  President/
                                             Chief  Financial  Officer