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                                  EXHIBIT 10.33


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                         CAROLINA FIRST BANCSHARES, INC.
                           SECOND AMENDED AND RESTATED
                      DIRECTORS' DEFERRED COMPENSATION PLAN


                                    ARTICLE 1
                              ESTABLISHMENT OF PLAN

1.01     Background of Plan. Carolina First BancShares, Inc. hereby amends and
         restates the Carolina First BancShares, Inc. Amended and Restated
         Directors' Deferred Compensation Plan, effective as of January 1, 2000,
         and renames the plan the Carolina First BancShares, Inc. Second Amended
         and Restated Directors' Deferred Compensation Plan.

1.02     Status of Plan. The Plan is intended to be a nonqualified, unfunded
         plan of deferred compensation under the Internal Revenue Code of 1986,
         as amended. Although the plan is unfunded for tax purposes, the Company
         has established a trust under Revenue Procedure 92-64 to provide
         benefits under the Plan. (See Section 1.03).

1.03     Establishment of Trust. As noted in Section 1.02, the Company has
         established a trust to fund benefits provided under the terms of the
         Plan ("Trust"). It is intended that a transfer of assets into the Trust
         will not generate taxable income (for federal income tax purposes) to
         the Participants until such assets are actually distributed or
         otherwise made available to the Participants.

1.04     Purpose. The purpose of the Plan is to permit Directors to defer
         Compensation they receive from the Company and, through the Stock
         Account, give Directors the opportunity to further align their
         interests with the interests of the Company's shareholders.


                                    ARTICLE 2
                                   DEFINITIONS

2.01     Definitions. Certain terms of the Plan have defined meanings set forth
         in this Article and which shall govern unless the context in which they
         are used clearly indicates that some other meaning is intended.

                  Accounts. The Certificate of Deposit Account, the Balanced
         Mutual Fund Account, the Growth Mutual Fund Account and the Stock
         Account, as defined below.

                  Advisory Director. A Director becomes an Advisory Director in
         the month following his or her 70th birthday. Advisory Directors may
         continue to attend meetings of the Board and shall receive the same
         Compensation as Directors, but may not vote.

                  Balanced Mutual Fund Account. The account established by the
         Company for each Participant for Compensation deferred pursuant to the
         Plan, the performance and value of which shall be measured by reference
         to the performance of one or more balanced mutual funds (investing in
         equities and fixed income instruments) designated from time to time by
         the Plan Administrator as being benchmark investments for the Balanced
         Mutual Fund Accounts. The maintenance of individual Balanced Mutual
         Fund Accounts is for bookkeeping purposes only.

                  Beneficiary. Any person or persons designated by a
         Participant, in accordance with procedures established by the Committee
         or Plan Administrator, to receive benefits hereunder in


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         the event of the Participant's death. If any Participant shall fail to
         designate a Beneficiary or shall designate a Beneficiary who shall fail
         to survive the Participant, the Beneficiary shall be the Participant's
         surviving spouse, or, if none, the Participant's surviving descendants
         (who shall take per stirpes) and if there are no surviving descendants,
         the Beneficiary shall be the Participant's estate.

                  Board. The Board of Directors of the Company.

                  Certificate of Deposit Account. The account established by the
         Company for each Participant for Compensation deferred pursuant to the
         Plan and which shall be credited with interest on the last day of each
         month (or such other day as determined by the Plan Administrator) based
         on the annual yield of six-month certificates of deposit of Lincoln
         Bank as of, and adjusted on, April 1 and October 1 of each calendar
         year. The maintenance of individual Certificate of Deposit Accounts is
         for bookkeeping purposes only.

                  Committee. The Compensation Committee of the Board or its
         designee that will administer and interpret the terms of the Plan.

                  Common Stock. The $2.50 par value common stock of the Company.

                  Common Stock Units. Phantom stock units having value based on
         shares of Common Stock, which may be credited to Participants' Stock
         Accounts pursuant to the Plan.

                  Company. Carolina First BancShares, Inc. and its corporate
         successors.

                  Compensation. The compensation that the Company pays a
         Director to serve as a Director, including without limitation, annual
         retainer and amounts paid for attendance meetings of Directors.

                  Director. A member of the Board, a member of a Subsidiary's
         board of directors, an Advisory Director to the Company or a
         Subsidiary, or a member of an advisory board of directors to the
         Company or a Subsidiary.

                  Election Form. A form, substantially in the form attached
         hereto as Exhibit A, pursuant to which a Director elects to defer
         Compensation under the Plan.

                  Election Date. The date established by the Plan as the date by
         which a Participant must submit a valid Election Form to the Plan
         Administrator in order to participate in the Plan for a calendar year.
         For each calendar year, the Election Date is December 31 of the
         preceding calendar year; provided, however, that the Election Date for
         a newly eligible Participant shall be the 30th day following the date
         on which such individual becomes a Director.

                  Fair Market Value. The average of the bid and asked price of a
         share of Common Stock on the over-the-counter market on a given date,
         or if the Common Stock was not traded on such day, then on the next
         preceding trading date on which the Common Stock was traded.

                  Growth Mutual Fund Account. The account established by the
         Company for each Participant for Compensation deferred pursuant to the
         Plan, the performance and value of which shall be measured by reference
         to the performance of one or more growth mutual funds (investing in
         growth equities) designated from time to time by the Plan Administrator
         as being benchmark investments for the Growth Mutual Fund Accounts. The
         maintenance of individual Growth Mutual Fund Accounts is for
         bookkeeping purposes only.


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                Independent Agent. An "agent independent of the issuer" as
         defined in Rule 100 of Regulation M under the Securities Exchange Act
         of 1934, as amended. The Independent Agent shall be First Citizens
         Bank, Raleigh, North Carolina, or such other agent independent of the
         issuer as shall be designated from time to time by the Board.

                  Participant. Any Director who is participating in the Plan.

                  Plan. The Carolina First BancShares, Inc. Amended and Restated
         Directors' Deferred Compensation Plan as set forth in this document,
         together with any subsequent amendments hereto.

                  Plan Administrator. The Treasurer of the Company or such other
         individual(s) appointed by the Committee.

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                  Stock Account. The account established by the Company for each
         Participant for Compensation deferred pursuant to the Plan and which
         shall be credited with a money-market rate of return unless and until
         invested in Common Stock Units. Once invested in Common Stock Units,
         the performance and value of the Stock Account shall be measured by
         reference to the Fair Market Value of the Common Stock from time to
         time. The maintenance of individual Stock Accounts is for bookkeeping
         purposes only.

                  Subsidiary. A wholly owned subsidiary of the Company and any
         wholly owned subsidiary of a subsidiary of the Company.

                  Termination of Service. A Termination of Service occurs when a
         Participant ceases to serve as a Director for any reason.

                  Transfer Date. The date upon which a transfer between or among
         Accounts is effected pursuant to a valid Transfer Form.

                  Transfer Form. A form, substantially in the form attached
         hereto as Exhibit B, pursuant to which a Participant elects to transfer
         amounts between his or her Accounts.

                  Trust. The trust referred to in Sections 1.02 and 1.03 of the
         Plan.

                                    ARTICLE 3
                                  PARTICIPATION

3.01     Election to Participate. Each Director is automatically eligible to
         participate in the Plan. A Director may participate in the Plan by
         delivering a properly completed and signed Election Form to the Plan
         Administrator on or before the Election Date. The Director's
         participation in the Plan will be effective as of the first day of the
         calendar year beginning after the Plan Administrator receives the
         Director's Election Form, or, in the case of a newly eligible
         Participant, on the first day of the calendar month beginning after the
         Plan Administrator receives such Director's Election Form. A
         Participant shall not be entitled to any benefit hereunder unless such
         Participant has properly completed an Election Form and deferred the
         receipt of his or her Compensation pursuant to the Plan.

3.02     Voluntary Termination of Election Form. A Participant may terminate his
         or her Election Form with respect to future Compensation at any time.
         Such termination will be effective on the first day of the calendar
         quarter after the Participant notifies the Plan Administrator of the
         Participant's termination of the Election Form. If a Participant
         terminates his or her Election Form, however, the Participant may not
         activate a new Election Form to defer his or her Compensation for the
         remainder of the calendar year in which the Participant's former
         Election Form was terminated. However, effective as of the first day of
         the following calendar year or the first day of any subsequent calendar
         year, the Participant (other than a Director who has begun receiving
         payment of his or her Account) may deliver a new Election Form and
         thereby defer the receipt of any future Compensation attributable to
         service on the Board. Such new Election Form shall be effective only
         for Compensation applicable to the Participant's service on the Board
         after the first day of the calendar year following the Plan
         Administrator's receipt of the Participant's new Election Form. Any
         Compensation deferred prior to the termination of the Election Form
         shall remain subject to the original Election Form and the Plan.

3.03     Continuation of Election Form. Prior to the commencement of each
         calendar year, a Participant shall have the right, by executing and
         delivering to the Plan Administrator a new Election Form, to modify the
         dollar amount or percentage of his or her Compensation which are
         deferred under the Plan, and, if such Election Form is filed at least
         two years prior to the payment


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         commencement date, to change the form of payment (i.e., lump sum or
         installments) as provided in Section 4.05(b) below. If the Participant
         fails to deliver a new Election Form prior to the commencement of the
         new calendar year, the Participant's Election Form in effect during the
         previous calendar year shall continue in effect during the new calendar
         year.

3.04     Automatic Termination of Election Form. A Participant's Election Form
         will automatically terminate at the earlier of (i) the Participant's
         Termination of Service, or (ii) the termination of the Plan.

3.05     No Right to Continue as a Director. Nothing contained in the Plan shall
         be deemed to give any Director the right to be retained as a Director
         of the Company.

                                    ARTICLE 4
                                  PLAN BENEFITS

4.01     Deferred Compensation. A Director may elect to defer all or part of the
         Compensation to which he or she is entitled in a calendar year. The
         amount deferred, if any, shall be in increments of $10, beginning with
         $100, up to 100% of the Director's Compensation. For bookkeeping
         purposes, the amount of the Compensation which the Director elects to
         defer pursuant to the Plan shall be transferred to and held in
         individual Accounts.

4.02     Time of Election of Deferral. A Director who wishes to defer
         Compensation for a calendar year must irrevocably elect to do so on or
         prior to the Election Date for such calendar year, by delivering a
         valid Election Form to the Plan Administrator. The Election Form shall
         indicate, among other required information: (1) the Compensation to be
         deferred; and (2) the portion of the deferral to be credited to the
         Participant's Certificate of Deposit Account, Balanced Mutual Fund
         Account, Growth Mutual Fund Account and Stock Account, respectively.
         Amounts to be deferred shall be credited to the Participant's
         Certificate of Deposit Account, Balanced Mutual Fund Account, Growth
         Mutual Fund Account and/or Stock Account, as applicable, as of the date
         such Compensation is otherwise payable.

4.03     Accounts.

         (a)      Certificate of Deposit Account. Amounts in a Participant's
                  Certificate of Deposit Account will be credited with interest
                  on the last day of each month (or such other day as determined
                  by the Plan Administrator) based on the annual yield of
                  six-month certificates of deposit of Lincoln Bank as of, and
                  adjusted on, April 1 and October 1 of each calendar year.

         (b)      Balanced Mutual Fund Account. Amounts in a Participant's
                  Balanced Mutual Fund Account will be credited or debited, as
                  the case may be, by reference to the performance of one or
                  more balanced mutual funds (investing in equities and fixed
                  income instruments) designated from time to time by the Plan
                  Administrator as being benchmark investments for the Balanced
                  Mutual Fund Accounts.

         (c)      Growth Mutual Fund Account. Amounts in a Participant's Growth
                  Mutual Fund Account will be credited or debited, as the case
                  may be, by reference to the performance of one or more growth
                  mutual funds (investing in growth equities) designated from
                  time to time by the Plan Administrator as being benchmark
                  investments for the Growth Mutual Fund Accounts.

         (d)      Stock Account. Amounts in a Participant's Stock Account
                  initially will be credited with interest on the last day of
                  each month (or such other day as determined by the Plan
                  Administrator) based on the rate earned in a money-market
                  account at Lincoln Bank. If,


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                  when, and to the extent that, the trustee of the Trust is able
                  to purchase shares of Common Stock for the Trust (which
                  purchases shall be made through an Independent Agent in
                  accordance with Regulation M, Section 102(c), under the
                  Securities Exchange Act of 1934, as amended, or any successor
                  provision), the amounts in Participants' Stock Accounts shall
                  be converted, on a prorata basis, to Common Stock Units. Such
                  Common Stock Units are recorded as units of Common Stock, and
                  fractions thereof, with one Common Stock Unit equating to a
                  single share of Common Stock. Thus, the value of one Common
                  Stock Unit shall be the Fair Market Value of a single share of
                  Common Stock on the date such Common Stock Units are credited
                  to the Stock Account. The use of Common Stock Units is merely
                  a bookkeeping convenience; the Common Stock Units are not
                  actual shares of Common Stock. The actual shares of Common
                  Stock purchased by the trustee of the Trust are owned by the
                  Company, under grantor trust rules, and are subject to the
                  claims of creditors of the Company. There can be no assurance
                  that the trustee of the Trust will be able to purchase shares
                  of Common Stock or that amounts deferred into a Participant's
                  Stock Account will ever be credited with Common Stock Units.
                  As described below in Section 4.05, a Participant may elect to
                  have some or all of the value of his or her Stock Account (to
                  the extent credited with Common Stock Units) distributed in
                  actual shares of Common Stock. The maximum number of Common
                  Stock Units that may be allocated by deferral of Compensation
                  to Stock Accounts under the Plan is 100,000.

         (e)      Sub-Accounts. To the extent required for bookkeeping purposes,
                  a Participant's Accounts will be subdivided to reflect
                  deferred Compensation on a year-by-year basis. For example, a
                  1997 Growth Mutual Fund Sub-Account, a 1998 Growth Mutual Fund
                  Sub-Account, a 1997 Stock Sub-Account, a 1998 Stock
                  Sub-Account, and so on.

4.04     Investment in the Stock Account and Transfers Among Accounts.

         (a)      Election Into the Stock Account. If a Participant elects to
                  defer Compensation into his or her Stock Account, his or her
                  Stock Account shall be credited, as of the date described in
                  Section 4.02, with a money-market rate of return unless and
                  until converted to Common Stock Units, as described above in
                  Section 4.03(d). If and when appropriate, a Participant's
                  Stock Account will be credited with that number of Common
                  Stock Units, and fractions thereof, obtained by dividing the
                  dollar amount to be converted to Common Stock Units by the
                  Fair Market Value of the Common Stock as of such date.

         (b)      Transfers Among Accounts. Except as provided in the remainder
                  of this paragraph (b), a Participant may, by delivering a
                  valid Transfer Form to the Plan Administrator, direct that all
                  or any portion, designated as a whole dollar amount or as a
                  number of whole Common Stock Units, of the existing balance of
                  one of his or her Accounts be transferred to one or more of
                  his or her other Accounts. However, a Participant may not
                  effect "opposite way" transfers between his or her Accounts
                  more often than once in any six-month period.

         (c)      Transfer Into the Stock Account. If a Participant elects
                  pursuant to Section 4.04(b) to transfer an amount from one or
                  more of his or her other Accounts to his or her Stock Account,
                  then effective as of the election's Transfer Date, (i) his or
                  her Account or Accounts from which funds are being transferred
                  shall be reduced by the amount elected to be transferred, and
                  (ii) his or her Stock Account shall be credited with a
                  money-market rate of return unless and until credited with
                  Common Stock Units, as described above in Section 4.03(d). If
                  and when appropriate, a Participant's Stock Account will be
                  credited with that number of Common Stock Units, and fractions
                  thereof, obtained by dividing the dollar amount to be
                  converted to Common Stock Units by the Fair Market Value of
                  the Common Stock as of such date.

         (d)      Transfer Out of the Stock Account. If a Participant elects
                  pursuant to Section 4.04(b) to


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                  transfer an amount from his or her Stock Account to one or
                  more of his or her other Accounts, then effective as of the
                  election's Transfer Date, (i) his or her Account or Accounts
                  to which funds are being transferred shall be credited with a
                  dollar amount equal to the cash balance, if any, in the Stock
                  Account plus the amount obtained by multiplying the number of
                  Common Stock Units to be transferred into such Account by the
                  Fair Market Value of the Common Stock on the election's
                  Transfer Date; and (ii) his or her Stock Account shall be
                  reduced by the cash and number of Common Stock Units elected
                  to be transferred.

         (e)      Dividend Equivalents. Effective as of the payment date for
                  each cash dividend on the Common Stock, the Stock Account of
                  each Participant whose Stock Account was credited with Common
                  Stock Units on the record date for such dividend shall be
                  credited with an amount equal to the cash dividend that would
                  have been paid on such shares of Common Stock if issued in his
                  or her name. Such amount shall be credited with a money-market
                  rate of interest unless and until converted to Common Stock
                  Units as provided in Section 4.03(d).

         (f)      Stock Dividends. Effective as of the payment date for each
                  stock dividend on the Common Stock, additional Common Stock
                  Units shall be credited to the Stock Account of each
                  Participant whose Stock Account was credited with Common Stock
                  Units on the record date for such dividend. The number of
                  Common Stock Units that shall be credited to the Stock Account
                  of such a Participant shall equal the number of shares of
                  Common Stock, and fractions thereof, which the Participant
                  would have received as stock dividends had he or she been the
                  owner on the record date for such stock dividend of the number
                  of shares of Common Stock equal to the number of Common Stock
                  Units credited to his or her Stock Account on such record
                  date.

         (g)      Allocation of Dividends. To the extent required for
                  bookkeeping purposes, the allocation of additional Common
                  Stock Units attributable to cash dividends or stock dividends
                  will be made to the Stock Sub-Account holding existing Common
                  Stock Units to which the cash dividend or stock dividend
                  relates. For example, a Participant's 1997 Stock Sub-Account
                  will be credited with dividends attributable to Common Stock
                  Units held in the 1997 Stock Sub-Account. A Participant's 1998
                  Stock Sub-Account will be credited with dividends attributable
                  to Common Stock Units held in the 1998 Stock Sub-Account, and
                  so on.

         (h)      Recapitalization. If, as a result of a recapitalization of the
                  Company, the outstanding shares of Common Stock shall be
                  changed into a greater number or smaller number of shares, the
                  number of Common Stock Units credited to a Participant's Stock
                  Account shall be appropriately adjusted on the same basis.

         (i)      Distributions. Amounts credited to the Stock Account (in cash
                  or Common Stock Units) may only be distributed out of the
                  Stock Account by transfer to one or more other Accounts or
                  withdrawal from the Stock Account. Withdrawals from the Stock
                  Account shall be made either in cash or shares of Common
                  Stock, as indicated by the Participant; provided, however,
                  that shares of Common Stock may be elected only to the extent
                  that the Stock Account is credited with Common Stock Units.
                  Any such withdrawal will be delayed, if necessary, until the
                  expiration of six months after the last transfer of funds into
                  the Stock Account from another Account or the last day amounts
                  credited to the Stock Account are converted to Common Stock
                  Units. Any fractional Common Stock Units shall be paid in
                  cash. For purposes of transfers to the other Accounts or
                  distributions from the Stock Fund payable in cash, the number
                  of Common Stock Units to be transferred or distributed from a
                  Participant's Stock Account shall be valued by multiplying the
                  number of such Common Stock Units by the Fair Market Value of
                  the Common Stock as of the date such distribution is to occur.


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         (j)      Responsibility for Investment Choices. Each Participant is
                  solely responsible for any decision to defer Compensation into
                  his or her Accounts and accepts all investment risks entailed
                  by such decision, including the risk of loss and a decrease in
                  the value of the amounts he or she elects to defer into his or
                  her Accounts.

4.05     Form of Payment.

         (a)      Payment of Benefits. Payment of Plan benefits shall commence
                  on the first regular business day of the first month following
                  the earliest to occur of (i) the Participant's Termination of
                  Service, or (ii) the Participant's reaching age 70 or becoming
                  an Advisory Director. Any Director who has begun receiving a
                  payment of Plan benefits may not participate further in the
                  Plan.

         (b)      Optional Forms of Payment. Distributions from Participant
                  Accounts (either in cash or in Common Stock) may be paid to
                  the Participant either in a lump sum or in a number of
                  approximately equal monthly, quarterly or annual installments
                  designated by the Participant. Such installments may be for up
                  to ten years. The method of payment (e.g., in lump sum or
                  installments) elected on the Participant's initial Election
                  Form will apply to all amounts (including future deferrals)
                  held in the Participant's Accounts; unless the Participant
                  elects a different method of payment (e.g., lump sum or
                  installments) for all amounts (including prior and future
                  deferrals) held in the Participant's Accounts by filing a
                  subsequent Election Form with the Plan Administrator at least
                  two years prior to the payment commencement date. If a
                  Participant elects to receive a distribution of his or her
                  Accounts in cash installments, the Plan Administrator may
                  purchase an annuity from an insurance company which annuity
                  will pay the Participant the desired periodic installments. If
                  the Plan Administrator purchases an annuity contract, the
                  Director will have no further rights to receive payments from
                  the Company or the Plan with respect to the amounts subject to
                  the annuity. If the Plan Administrator does not purchase an
                  annuity contract, the value of the Accounts remaining unpaid
                  shall continue to receive allocations of return as provided in
                  Section 4.03 and Section 4.04. If the Participant fails to
                  designate a payment method in the Participant's initial
                  Election Form or any subsequent Election Form filed with the
                  Plan Administrator at least two years prior to the payment
                  commencement date, the Participant's Account shall be
                  distributed in a lump sum.

         (c)      Stock Payment. If a Participant so designates as provided in
                  Section 4.04(i), distributions from the Stock Account may be
                  distributed to the Participant in the form of Common Stock
                  rather than cash. The shares of Common Stock distributable to
                  Participants under the Plan must be previously issued and
                  repurchased shares and may not be original issue shares.

         (d)      Uniform Elections. A Participant's election of payment form
                  shall apply uniformly to each year's Compensation deferred
                  under the Plan.

         (e)      Payment to Beneficiary. Upon the Participant's death, all
                  unpaid amounts held in the Participant's Account shall be paid
                  to the Participant's Beneficiary in a lump sum no later than
                  sixty (60) days following the Participant's death or, if the
                  Beneficiary shall so elect in writing to the Plan
                  Administrator prior to payment, unpaid amounts held in the
                  Participant's Account shall be paid to the Participant's
                  Beneficiary over the same period that the Participant had
                  elected to receive such amounts.

4.06     Financial Hardship. The Plan Administrator may, in its sole discretion,
         accelerate the making of payment to a Participant of an amount
         reasonably necessary to handle a severe financial hardship of a sudden
         and unexpected nature due to causes not within the control of the
         Participant. Such payment may be made even if the Participant has not
         incurred a Termination of Service. All


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         financial hardship distributions shall be made in cash in a lump sum.
         Such payments will be made on a first-in, first-out basis so that the
         oldest Compensation deferred under the Plan shall be deemed distributed
         first in a financial hardship. Any such financial hardship distribution
         from a Participant's Stock Account will be delayed, if necessary, until
         the expiration of six months after the last transfer of funds into the
         Stock Account from another Account.

4.07     Payment to Minors and Incapacitated Persons. In the event that any
         amount is payable to a minor or to any person who, in the judgment of
         the Plan Administrator, is incapable of making proper disposition
         thereof, such payment shall be made for the benefit of such minor or
         such person in any of the following ways as the Plan Administrator, in
         its sole discretion, shall determine:

         (a)      By payment to the legal representative of such minor or such
                  person;

         (b)      By payment directly to such minor or such person;

         (c)      By payment in discharge of bills incurred by or for the
                  benefit of such minor or such person. The Plan Administrator
                  shall make such payments without the necessary intervention of
                  any guardian or like fiduciary, and without any obligation to
                  require bond or to see to the further application of such
                  payment. Any payment so made shall be in complete discharge of
                  the Plan's obligation to the Participant and his or her
                  Beneficiaries.

4.08     Application for Benefits. The Plan Administrator may require a
         Participant or Beneficiary to complete and file certain forms as a
         condition precedent to receiving the payment of benefits. The Plan
         Administrator may rely upon all such information given to it, including
         the Participant's current mailing address. It is the responsibility of
         all persons interested in receiving a distribution pursuant to the Plan
         to keep the Plan Administrator informed of their current mailing
         addresses.

4.09     Designation of Beneficiary. Each Participant from time to time may
         designate any person or persons (who may be designated contingently or
         successively and who may be an entity other than a natural person) as
         his or her Beneficiary or Beneficiaries to whom the Participant's
         Account is to be paid if the Participant dies before receipt of all
         such benefits. Each Beneficiary designation shall be on the form
         prescribed by the Plan Administrator and will be effective only when
         filed with the Plan Administrator during the Participant's lifetime.
         Each Beneficiary designation filed with the Plan Administrator will
         cancel all Beneficiary designations previously filed with the Plan
         Administrator. The revocation of a Beneficiary designation, no matter
         how effected, shall not require the consent of any designated
         Beneficiary.



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                                    ARTICLE 5
                                 FUNDING OF PLAN

5.01     Funding. Plan benefits shall be paid from the general assets of the
         Company or as otherwise directed by the Company. To the extent that any
         Participant acquires the right to receive payments under the Plan (from
         whatever source), such right shall be no greater than that of an
         unsecured general creditor of the Company. Participants and their
         Beneficiaries shall not have any preference or security interest in the
         assets of the Company other than as a general unsecured creditor.

                                    ARTICLE 6
                           ADMINISTRATION OF THE PLAN

6.01     Administration of the Plan. The Committee and the Plan Administrator
         shall have complete control of the administration of the Plan with all
         powers necessary to enable it to properly carry out the provisions of
         the Plan. In addition to all implied powers and responsibilities
         necessary to carry out the objectives of the Plan, the Committee and
         the Plan Administrator shall have the following specific powers and
         responsibilities:

         (a)      To construe the Plan and to determine all questions arising in
                  the administration, interpretation and operation of the Plan;

         (b)      To determine the benefits of the Plan to which any
                  Participant, Beneficiary or other person may be entitled;

         (c)      To keep records of all acts and determinations of the
                  Committee and Plan Administrator, and to keep all such
                  records, books of accounts, data and other documents as may be
                  necessary for the proper administration of the Plan;

         (d)      To prepare and distribute to all Participants and
                  Beneficiaries information concerning the Plan and their rights
                  under the Plan;

         (e)      To do all things necessary to operate and administer the Plan
                  in accordance with its provisions.

                  Subject to Section 6.02, the Committee's interpretation and
         construction of any provision of the Plan shall be final, conclusive
         and binding on all Participants and the Company.

6.02     Claims Resolution. If for any reason a benefit due under the Plan is
         not paid when due, the Participant or other person alleging entitlement
         to such benefit may file a written claim with the Committee. If the
         claim is denied or no response is received within forty-five (45) days
         (in which case, the claim will be deemed to have been denied), the such
         person may appeal the denial to the Board within thirty (30) days of
         the denial. In pursuing an appeal, the person may require that a
         responsible officer of the Company review the denial, may review
         pertinent documents, and may submit issues and comments in writing. Any
         decision on appeal shall be made within thirty (30) days after the
         appeal is made, unless special circumstances require the Board to
         extend the period for an additional thirty (30) days.

                                    ARTICLE 7
                            AMENDMENT AND TERMINATION

7.01     Amendment and Termination. The Committee reserves the right to modify,
         alter, amend, or terminate the Plan, at any time and from time to time,
         without notice, to any extent deemed


<PAGE>   12

         advisable; provided, however, that no such amendment or termination
         shall (without the written consent of the Participant, if living, and
         if not, the Participant's Beneficiary) adversely affect any benefit
         under the Plan which has accrued with respect to the Participant or
         Beneficiary as of the date of such amendment or termination regardless
         of whether such benefit is in pay status.

                                    ARTICLE 8
                                  MISCELLANEOUS

8.01     Headings. The headings and sub-headings in the Plan have been inserted
         for convenience of reference only and are to be ignored in any
         construction of the provisions hereof.

8.02     Spendthrift Clause. None of the benefits, payments, proceeds or
         distribution under the Plan shall be subject to the claim of any
         creditor of any Participant or Beneficiary, or to any legal process by
         any creditor of such Participant or Beneficiary, and none of them shall
         have any right to alienate, commute, anticipate or assign any of the
         benefits, payments, proceeds or distributions under the Plan except to
         the extent expressly provided herein to the contrary.

8.03     Merger. The Plan shall not be automatically terminated by the Company's
         acquisition by, merger into, or sale of substantially all of its assets
         to any other organization, but the Plan shall be continued thereafter
         by such successor organization. All rights to amend, modify, suspend or
         terminate the Plan shall be transferred to the successor organization,
         effective as of the date of the combination or sale.

8.04     Release. Any payment to Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of the Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Committee, the Plan Administrator and the Company, any of
         whom may require such Participant, Beneficiary, or legal
         representative, as a condition precedent to such payment, to execute a
         receipt and release therefor in such form as shall be determined by the
         Plan Administrator, the Committee, or the Company, as the case may be.

8.05     Governing Law. The Plan shall be governed by the laws of the State of
         North Carolina.

8.06     Costs of Collection; Interest. In the event the Participant collects
         any part or all of the payments due under the Plan by or through a
         lawyer or lawyers, the Company will pay all costs of collection,
         including reasonable legal fees incurred by the Participant. In
         addition, the Company shall pay to the Participant interest on all or
         any part of the payments that are not paid when due at a rate equal to
         the Prime Rate as announced by SunTrust Bank or its successors from
         time to time.

8.07     Successors and Assigns. The Plan shall be binding upon the successors
         and assigns of the parties hereto.

         IN WITNESS WHEREOF, the Company has caused this Second Amended and
Restated Plan to be duly executed and its seal to be hereunto affixed on the
date indicated below.

                                       CAROLINA FIRST BANCSHARES, INC.

                                       By:
                                          --------------------------------------

                                       Title:
                                             -----------------------------------

                                       Date:
                                            ------------------------------------
[CORPORATE SEAL]

Attest:

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