EXHIBIT 10.2.4

                              THIRD AMENDMENT TO
                               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 to clarify the wording,  to
conform the wording to the  operation  of the Plan and to correct a  scrivener's
error.

         NOW, THEREFORE, BE IT RESOLVED, that:

         (1) For all Plan Years  beginning on or after January 1, 1989,  Section
         4.3(b), paragraph 2, shall be deleted in its entirety and replaced with
         the following:

                           Only  Participants  who are actively  employed on the
                  last day of the Plan  Year  and who have  completed  a Year of
                  Service during the Plan Year shall be eligible to share in the
                  discretionary contribution for the year.

         (2) For all Plan Years after January 1, 1989,  the  following  shall be
         added to the end of Section 4.3(d), paragraph one:

                           Notwithstanding     the     foregoing,     Terminated
                  Participants'  non-vested  account balances shall be forfeited
                  prior to the allocation of earnings or losses.

         (3) (A) FOR PLAN YEARS ENDED  DECEMBER  31, 1989  THROUGH  DECEMBER 31,
         1993 ONLY, the last paragraph of Section 7.4(A) shall be deleted in its
         entirety and replaced with the following:

                           For  purposes of this  Section 7.4, if the value of a
                  Terminated   Participant's   Vested  benefit  is  zero,   such
                  Terminated Participant shall have so much of his account as is
                  not   vested  or  is  not   attributable   to  his   voluntary
                  contributions,  maintained  in his  account in a  "forfeitable
                  status,"  and such  amounts  shall  receive  earnings and loss
                  allocations  pursuant to Section 6.2 until it is redistributed
                  pursuant to this  Section.  No part of such  Member's  account
                  shall  be  forfeited  prior  to  the  time  he  has  Five  (5)
                  consecutive  One Year  Breaks in  Service.  If the  Terminated
                  Participant does not return before he has Five (5) consecutive
                  One Year  Breaks in Service,  his account  shall be closed and
                  his "forfeitable"  amount, plus earnings and loss allocations,
                  shall be forfeited and reallocated pursuant to Section 4.3.






                  (B) FOR PLAN YEARS COMMENCING ON OR AFTER JANUARY 1, 1994, the
                  last paragraph of Section  7.4(a),  as stated in the April 12,
                  1994 Plan, shall be effective.

                  Dated as of the 1st day of January, 1989.

                                                     EMPLOYER:
                                                     THE PALMETTO BANK

                                                     By: /s/ Leon Patterson
                                                        Its:

                                                     PARTICIPATING EMPLOYER:
                                                     PALMETTO CAPITAL, INC.

                                                     By: /s/ Paul W. Stringer
                                                        Its:

                                                     TRUSTEE:
                                                     THE PALMETTO BANK

                                                     By: /s/ James M. Shoemaker
                                                        Its:










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