EXHIBIT 10.2.3

                             SECOND AMENDMENT TO THE
                                THE PALMETTO BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN



         On the 12th day of April, 1994, The Palmetto Bank amended and
restated The Palmetto Bank Employee Stock Ownership Plan (the
"Plan") effective January 1, 1989.

         WHEREAS,  it is  necessary  to amend  the Plan in order for the Plan to
obtain a  favorable  determination  of the  Internal  Revenue  Service as to its
status as a qualified Plan.

         NOW, THEREFORE, said Plan is amended as follows:

         Effective  January 1, 1989,  page 81 is hereby  deleted in its entirety
and the attached revised page is substituted in lieu thereof.

         IN WITNESS WHEREOF,  this amendment to the Plan is, by the authority of
the Board of Directors of the  Employer,  executed on behalf of the Employer the
28th day of February, 1995.


                                               COMPANY:
                                               THE PALMETTO BANK

                                               By: /s/ Leon Patterson
                                                  Its: Chairman & CEO


                                               PARTICIPATING EMPLOYER:
                                               PALMETTO CAPITAL, INC.

                                               By: /s/ Paul W. Stringer
                                                  Its: Executive Vice President


                                               TRUSTEE:
                                               THE PALMETTO BANK
                                               By: /s/ Leon Patterson
                                                  Its: Chairman & CEO






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                           (c)  Except  as  permitted  by  Regulations,  no Plan
                  amendment or transaction having the effect of a Plan amendment
                  (such as a merger, plan transfer or similar transaction) shall
                  be  effective  to the  extent it  eliminates  or  reduces  any
                  "Section  411(d)(6)  protected  benefit"  or adds or  modifies
                  conditions  relating to "Section 411(d)(6) protected benefits"
                  the result of which is a further  restriction  on such benefit
                  unless such  protected  benefits are preserved with respect to
                  benefits  accrued  as of the  later  of the  adoption  date or
                  effective date of the amendment.  "Section 411(d)(6) protected
                  benefits" are benefits described in Code Section 411(d)(6)(A),
                  early retirement benefits and retirement-type  subsidies,  and
                  optional forms of benefit.

                           In addition,  no such amendment shall have the effect
                  of terminating the protections and rights set forth in Section
                  7.12,  unless such  termination  shall then be permitted under
                  the applicable provisions of the Code and Regulations;  such a
                  termination  is currently  expressly  prohibited by Regulation
                  54.4975-11(a)(3)(ii).

9.2      TERMINATION

                           (a) The Employer  shall have the right at any time to
                  terminate   the  Plan  by   delivering   to  the  Trustee  and
                  Administrator  written  notice of such  termination.  Upon any
                  full or  partial  termination,  all  amounts  credited  to the
                  affected  Participants'  Accounts  shall become 100% Vested as
                  provided in Section 7.4 and shall not thereafter be subject to
                  forfeiture,  and all unallocated amounts shall be allocated to
                  the  accounts  of all  Participants  in  accordance  with  the
                  provisions hereof.

                           (b)  Upon  the  full  termination  of the  Plan,  the
                  Employer  shall direct the  distribution  of the assets of the
                  Trust Fund to  Participants  in a manner  which is  consistent
                  with and  satisfies  the  provisions  of Sections 7.5 and 7.6.
                  Except as permitted by  Regulations,  the  termination  of the
                  Plan shall not result in the  reduction of "Section  411(d)(6)
                  protected benefits" in accordance with Section 9.1(c).

                           (c)      Notwithstanding anything else herein, in the
                  event of a complete discontinuance of contributions, as
                  defined in Treas. Reg. ss. 1.411(d)-2(d), each Participant
                  shall become fully vested in his account balance.


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