Anchor Financial Corporation
                           Restricted Stock Agreement

         THIS RESTRICTED STOCK AGREEMENT (this  "Agreement") is made and entered
into  as of  October  22,  1998  by and  between  Anchor  Financial  Corporation
("Anchor") and Tommy E. Looper ("Executive").

                                    RECITALS

A.   In  recognition  of  exceptional  performance  in the management of Anchor,
     Anchor desires to grant to Executive  shares of common stock of Anchor (the
     "Common  Stock"),  subject  to the terms and  conditions  set forth in this
     Agreement.  The date on which such grant  will occur  shall be October  22,
     1998.

B.   In order to induce Anchor to grant such shares of Common  Stock,  Executive
     agrees  to hold such  shares  subject  to the  restrictions  and  interests
     created by this Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual covenants and conditions contained herein, the parties agree as follows:


1.    Grant of Stock Anchor  hereby agrees to grant to Executive, subject to the
conditions  and   restrictions   contained  in  this  Agreement,   2,500  shares
(individually, a "Share" and collectively, the "Shares") of Common Stock.


2.    Restrictions

      (a)Transfer/Issuance Upon signing this Agreement, the Common Stock will be
promptly issued or transferred and a certificate or certificates for such Shares
shall be issued in the  Executive's  name.  The Executive  shall  thereupon be a
Shareholder of all the Shares represented by the certificate or certificates. As
such,  the Executive  will have all the rights of a Shareholder  with respect to
such Shares,  including  the right to vote them and to receive all dividends and
other  distributions  paid with  respect to them,  provided,  however,  that the
Shares shall be subject to the restrictions in Section 2(c).

      (b)Restricted   Period  The  term  "Restricted  Period"  with  respect  to
Restricted Shares (after which restrictions shall lapse) means a period starting
on the date of grant of such  Shares to the  Executive  and ending on August 17,
1999 for 20% of the Shares  granted,  August  17,  2000 for  another  20% of the
Shares granted,  August 17, 2001 for another 20% of the Shares  granted,  August
17,  2002 for  another  20% of the shares  granted,  and August 17, 2003 for the
final 20% of the Shares granted.

      (c)Restrictions  on Shares The  restrictions  to which  Restricted  Shares
shall be subject are as follows:

         (i) During the Restricted  Period  applicable to such Shares and except
as otherwise  specifically provided in the Agreement,  none of such Shares shall
be sold,

<PAGE>


exchanged,  transferred,  pledged,  hypothecated, or otherwise disposed
during the Restricted Period.

         (ii) If an  Executive's  employment is terminated for any reason (other
than for death, disability or Change in Control as addressed in Section 2(d)) at
any time before the  Restricted  Period ends,  Anchor shall so notify the escrow
agent  appointed under Section 2(a) and the escrow agent shall return the shares
to Anchor.

      (d) Lapse of Restrictions Upon Death, Disability or Change in Control All
restrictions  lapse  immediately  upon the  occurrence of any of the  following:
death  of  the  Executive;  disability  of  the  Executive  (as  defined  in the
Executive's  disability  coverage provided through Anchor);  or upon a Change in
Control (as defined in the Executive's Employment Agreement).

3.    Miscellaneous

     (a)  Legends  on  Certificates  Any  and  all  certificates  hereby  issued
evidencing  Shares  of  Common  Stock  shall  have  endorsed  upon them a legend
substantially as follows:

     THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS
     DESCRIBED IN THE RESTRICTED  STOCK  AGREEMENT DATED OCTOBER 22, 1998 BY AND
     BETWEEN ANCHOR  FINANCIAL  CORPORATION AND TOMMY E. LOOPER, A COPY OF WHICH
     AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ANCHOR FINANCIAL
     CORPORATION.

Such  certificates  shall  also bear such  legends  and shall be subject to such
restrictions  on transfer  as may be  necessary  to comply  with all  applicable
federal and state securities laws and regulations.

     (b) Further Assurances Each party hereto agrees to perform any further acts
and execute and deliver any documents which may be reasonably necessary to carry
out the intent of this Agreement.

     (c) Notices Except as otherwise  provided  herein,  all notices,  requests,
demands and other  communications  under this Agreement shall be in writing, and
if given by telegram,  telecopy,  or telex, shall be deemed to have been validly
served,  given or delivered when sent, if given by personal  delivery,  shall be
deemed to have been validly served, given or delivered upon actual delivery and,
if mailed, shall be deemed to have been validly served, given or delivered three
business  days after  deposit in the  United  States  mails,  as  registered  or
certified  mail,  with  proper  postage  prepaid and  addressed  to the party or
parties to be notified, at the following address:

                           Anchor Financial Corporation
                           2002 Oak Street
                           Myrtle Beach, South Carolina  29578


   (d)  Amendments;  No Waiver This Agreement may be amended only by a written
agreement executed by both of the parties hereto.

<PAGE>

   (e)  Governing  Law.  This  Agreement  shall be governed by and  construed in
accordance with the laws of the State of South Carolina.

   (f) Disputes.  In the event of any dispute  among the parties  arising out of
this  Agreement,  the  prevailing  party shall be  entitled to recover  from the
non-prevailing  party the reasonable expenses of the prevailing party including,
without limitation, reasonable attorneys' fees and expenses.

   (g) Entire  Agreement.  This  Agreement  and the  instruments  and  agreement
referenced herein  constitute the entire agreement and  understanding  among the
parties  pertaining to the subject matter hereof and supersede any and all prior
agreements, whether written or oral, relating hereto.

   (h) Recapitalizations  or Exchanges  Affecting  Anchor's  Capital Stock. The
provisions of this Agreement  shall apply to any and all shares of capital stock
or other  securities of Anchor or any successor or assign of Anchor which may be
issued in  respect  of, in  exchange  for or in  substitution  of, the Shares by
reason of any stock  dividend,  stock split,  reverse  split,  recapitalization,
reclassificiation,  combination,  merger,  consolidation or otherwise,  and such
shares or other  securities  shall be  encompassed  within the term "Shares" for
purposes of this Agreement.

   (i) No Rights. Nothing in this Agreement shall affect in any manner whatsover
the  rights  of  Anchor  or any of its  Subsidiaries  to  terminate  Executive's
employment or other  relationship for any reason with or without cause,  subject
to the terms and conditions of any agreement to which Executive may be a party.

   (j)  Disclosure.  Anchor shall have no duty or  obligation  to  affirmatively
disclose to Executive,  and Executive  shall have no right to be advised of, any
material  information  regarding  Anchor or any of its  Subsidiaries at any time
prior to, upon or in  connection  with  Anchor's  repurchase of the Shares under
this  Agreement  at  or  after  the  cessation  or  termination  of  Executive's
employment or other relationship with Anchor and/or any of its Subsidiaries.

   (k)    RIGHT IN OTHER CAPACITIES; EXECUTIVE'S REVIEW OF AGREEMENT.

         (i)  ALTHOUGH  AFTER HIS  RECEIPT OF THE SHARES,  EXECUTIVE  WILL BE OR
CONTINUE TO BE AN  EXECUTIVE  OF ANCHOR (OR A DIRECT OR INDIRECT  SUBSIDIARY  OR
OTHER AFFILIATE OF ANCHOR), EXECUTIVE REPRESENTS THAT EXECUTIVE IS ACQUIRING THE
SHARES AS AN EQUITY INVESTMENT AND WITHOUT ANY EXPECTATION THAT THE OWNERSHIP OF
THE SHARES WILL  ENTITLE  EXECUTIVE  TO ANY RIGHTS AS AN  EXECUTIVE,  OFFICER OR
DIRECTOR OF ANCHOR (OR ANY DIRECT OR INDIRECT  SUBSIDIARY OR OTHER  AFFILIATE OF
ANCHOR)  THAT WOULD NOT EXIST IF  EXECUTIVE  WERE NOT A  SHAREHOLDER.  EXECUTIVE
FURTHER AGREES THAT NO CHANGE IN HIS OR HER EXPECTATIONS  CONCERNING  EMPLOYMENT
OR CONCERNING HIS OR HER PARTICIPATION AS AN OFFICER OR DIRECTOR, IF APPLICABLE,
WILL HAVE A REASONABLE BASIS UNLESS SET FORTH IN A WRITTEN  AGREEMENT  EXPRESSLY
GIVING  EXECUTIVE  ADDITIONAL  RIGHTS AS TO SUCH MATTERS.  ANCHOR HEREBY ADVISES
EXECUTIVE  THAT  ANCHOR IS  ISSUING  THE  SHARES IN  RELIANCE  ON THE  FOREGOING
REPRESENTATIONS 

<PAGE>

OF EXECUTIVE AND IN THE EXPECTATON THAT EXECUTIVE WILL NOT HAVE
ANY RIGHT TO  EMPLOYMENT  BY ANCHOR (OR BY ANY DIRECT OR INDIRECT  SUBSIDIARY OR
OTHER AFFILIATE OF ANCHOR) OR TO CONTINUE TO BE AN OFFICER OR DIRECTOR OF ANCHOR
(OR OF ANY SUCH SUBSIDIARY OR OTHER AFFILIATE) BY VIRTUE OF EXECUTIVES OWNERSHIP
OF THE SHARES AND THAT ANCHOR  WOULD NOT ISSUE  SHARES TO EXECUTIVE IF EXECUTIVE
HAD ANY CONTRARY EXPECTATIONS.

         (ii)  EXECUTIVE  CONFIRMS THAT  EXECUTIVE  HAS CAREFULLY  REVIEWED THIS
AGREEMENT AND UNDERSTANDS IT. EXECUTIVE FURTHER CONFIRMS THAT EXECUTIVE HAS BEEN
ADVISED TO CONSULT WITH LEGAL COUNSEL  REPRESENTING  EXECUTIVE  CONCERNING  THIS
AGREEMENT AND ANY OTHER AGREEMENTS BETWEEN OR AMONG EXECUTIVE, ANCHOR AND ANY OF
ITS PRESENT OR PROSPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS AND/OR EXECUTIVES.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
     of the day and year first above written.





                                     ANCHOR:

                                     ANCHOR FINANCIAL CORPORATION
 
                                     By: /s/ Thomas J. Rogers
                                     Name: Thomas J. Rogers
                                     Title: Vice Chairman

                                     EXECUTIVE
                                     /s/ Tommy E. Looper
                                     TOMMY E. LOOPER