EXHIBIT 10.10
Carolina First Corporation

Summary and Provisions of
The Long-Term Incentive Plan

CONFIDENTIAL

Table of Contents

Program Overview

I. Plan Objectives 1

II. Basic Plan Concept 1

III. Plan Administration 1

The Stock Option Element

A. Basic Description 2

B. Eligibility Criteria 2

C. Award Opportunities 2

D. Terms and Conditions 3

E. Option Exercise 3

F. Transferability 4

G. Retirements and Terminations 4

H. Change-in-Control 4

I. Taxation 4

The Performance Share Element

A. Basic Description 5

B. Eligibility Criteria 5

C. Award Opportunities 5

D. Vesting 6

E. Frequency of Awards 6

F. Performance Measures and Weighting 7

G. Performance Standards 7

Table of Contents (cont'd)

H. Award Payments 8

I. Transferability 8

J. Retirements and Terminations 8

K. Change-in-Control 9

The Long-Term Incentive Plan
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Program Overview

I. Plan Objectives

The primary objective of the Carolina First Corporation Long-Term
Incentive Plan (LTIP) is to link a significant element of senior
management compensation to performance achievements over a
multi-year period. The LTIP focuses on long-term financial success
factors which are intended to align the interests of Carolina
First executives and the Company's stakeholders.

II. Basic Plan Concept

The Plan consists of two primary elements: (i) an annual grant of
time-vested Carolina First stock options that become exercisable
in equal installments (typically 25% per year over a four-year
period); and (ii) a biennial grant of performance shares whereby
shares of Carolina First stock can be earned based on performance
achievements over a three-year performance period.

Currently, the LTIP is structured to provide 50% of the total
award opportunity in the form of stock options and the other 50%
in the form of performance shares. The mix between these two LTIP
elements may change over time as the Company changes its strategic
objectives, philosophy and priorities.

III. Plan Administration

The Board of Directors will be responsible for the management of
the LTIP. Elements of administration may be delegated to
established committees of the Board consisting of at least two
directors considered "disinterested individuals" under SEC
regulations. The Board of Directors or delegated committees
(typically the Compensation Committee) will have the authority to
interpret the LTIP provisions, approve LTIP participants, approve
the timing of awards, determine the terms and conditions of
awards, and amend or terminate the Plan. In the event of a
discrepancy between this descriptive brochure and the formal 1997
Long-Term Incentive Plan Document, the formal 1997 Long-Term
Incentive Plan Document shall be binding and will override all
other materials pertaining to such Plan.

The Long-Term Incentive Plan
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Stock Option Element

A. Basic Description

Once vested, a Stock Option provides the recipient a right to
purchase a given number of Carolina First common shares at a
specified price (i.e., the exercise price) during a given number
of years (i.e., the option term) after being granted. Grants will
take the form of Non-Qualified Stock Options (NQSOs) as defined
under the Internal Revenue Code. Stock option grants under this
Plan are not awarded on a performance-contingent basis, although
they will only have value if the Company's share price appreciates
during the option term.

B. Eligibility Criteria

Eligibility for participation in the stock option element of the
LTIP will be extended to those employees perceived to have a
direct impact on the Company's success. The eligibility of
specific individuals or positions will be reviewed and evaluated
annually by the Chief Executive Officer. Recommendations for
participation must also be reviewed and approved by the
Compensation Committee of the Board of Directors. Participation in
the stock option element of the LTIP does not guarantee continued
employment nor does it guarantee participation in subsequent
performance periods or additional incentive plans.

C. Award Opportunity

The number of shares underlying stock option awards will be
determined by the Compensation Committee, and will be based on a
number of factors including competitive grant practices, the
participant's level of responsibility and his/her perceived
ability to influence the future performance of the Company. The
size of annual stock option grants will also be affected by the
Company's desired mix of long-term incentive vehicles. For 1997,
stock option grants are designed to provide 50% of the total
long-term incentive opportunity under the LTIP, with the other 50%
being delivered through performance shares.

The Stock Option Grant Agreement in Section III of this document
sets forth the individual option award level for this year.

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D. Terms and Conditions

Awards are made through a Stock Option Grant Agreement (as
referenced in Section III of this brochure). This agreement sets
forth the terms and other conditions that pertain to the grant of
a stock option. Specifically, the agreement provides:

(i) The option exercise price per share--which shall not be less than
100% of the fair market value of the Company's share price on the
date the award is made, but may be established above the current
fair market value of the common stock ("premium option") at the
discretion of the Compensation Committee of the Board of
Directors;

(ii) The number of shares that may be purchased by exercising the
Option;

(iii) The dates on which the Option shall vest. Options generally will
become exercisable in equal installments on the grant date
anniversaries according to the following vesting schedule:

One year after grant 25% vest 25% exercisable
Two years after grant 25% vest 50% exercisable
Three years after grant 25% vest 75% exercisable
Four years after grant 25% vest 100% exercisable

(iv) The date on which the Option expires, not to be longer than 10
years. Options that expire or options that are forfeited will
become available for future grants under the LTIP.

E. Option Exercise

Participants may exercise vested options at any time during the option
term by submitting an exercise request (in writing) to the Plan
administrator. A Stock Option Exercise Form is provided in Section III of
this brochure.

At the determination of the Compensation Committee of the Board,
participants may submit stock option exercise payments in the form
of cash or stock (or a combination of the two). Upon exercise, the
participant will receive Carolina First common stock certificates
in an amount that is equivalent to the number of shares being
exercised.

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As an alternative approach to exercising options, participants may elect
to transact a broker-financed cashless exercise whereby no payment is
required by the participant. Under this approach, a broker gives the
participant a short-term loan to exercise options and then immediately
sells the acquired shares in the open market. After this sale of the
underlying shares, the broker then pays back the loan along with his/her
commission for conducting the transaction. The remaining cash proceeds
are delivered to the participant. All applicable federal and state income
taxes will be withheld.

F. Transferability

Options granted under the LTIP are non-transferable except by will or by
the laws of descent and distribution.

G. Retirement & Terminations

In the event of approved retirement, long-term disability, or death, all
vested options will remain exercisable by the participant or his/her
estate for a period of 1 year subsequent to the date of such event. All
unvested options shall be canceled.

H. Change-in-Control

For purposes of this plan, a change-in-control (as defined and declared
by the Board of Directors) will trigger accelerated vesting on all
outstanding options. These fully vested options will remain exercisable
for a period of 90 days subsequent to the date of the change-in-control.

I. Taxation

Participants receiving NQSOs under the LTIP program must pay ordinary
income tax on the spread (or gain) realized from the options in the year
of exercise.

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The Performance Share Element

A. Basic Description

Under the performance share element, shares of Company stock may be
earned based on performance achievements over a three-year cycle in the
following areas:

(i) Corporate Total Shareholder Return versus that of a selected peer
group; and

(ii) An internal measure of performance against a 3-year plan.

The number of shares earned will be based on performance achievements in
these two areas. The value of the shares earned will be based on Carolina
First's stock price performance over the three-year performance cycle.

B. Eligibility Criteria

Eligibility for participation in the performance share element of the
LTIP will be extended to those employees perceived to have a direct
impact on the Company's success. The eligibility of specific individuals
or positions will be reviewed and evaluated annually by the Chief
Executive Officer. Recommendations for participation must also be
reviewed and approved by the Compensation Committee of the Board of
Directors. Participation in the performance share element of the LTIP
does not guarantee continued employment nor does it guarantee
participation in subsequent performance periods or additional incentive
plans.

C. Award Opportunities

At the start of each new performance cycle, the Compensation Committee of
the Board of Directors will specify threshold, target and superior
incentive award levels. Opportunities will be expressed as a number of
Performance Shares. The target number of Performance Shares will be
determined by the Committee, and will be based on a number of factors
including competitive grant practices and level of responsibility within
the Company. The size of the grant will reflect the intention that 50% of
the total long-term incentive opportunity be delivered in the form of
biennial Performance Share awards. The Performance Share Grant Agreement
in Section III of this brochure sets forth the individual performance
share award level for the performance cycle beginning this year.

During the course of the 3-year cycle, threshold performance achievements
will result in the earning of 25% of the target award and performance
achievements at or above the superior level will result in the earning of
150% of the target award. No awards will be earned for performance
achievements below threshold. Awards for performance

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achievements between stated levels (i.e., between threshold and target
and target and superior) will be determined using straight-line
interpolation.

D. Vesting

Earned awards will vest one-third at the end of the three-year
performance cycle, and one-third each year thereafter so that the full
award will be vested five years after the start of the performance cycle.

E. Frequency of Awards

It is anticipated that Performance Share awards will be made on a
biennial basis, with new performance periods beginning every other year.
Given the 3-year performance cycles, there will be overlapping cycles as
illustrated below:

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
------ ------ ------ ------ ------ ------ ------

Grant 1 XXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXX
Payable 1/3 1/3 1/3
XXXXXXXXXXXXXXXXXXXXXXXX
Grant 2 XXXXXXXXXXXXXXXXXXXXXXXX

Payable 1/3 1/3 1/3
XXXXXXXXXXXXXXXXXXXXXXXXX
Grant 3 XXXXXXXXXXXXXXXXXXXXXXXXX

Payable 1/3

Grant 3 restricted stock will also vest 1/3 in years 8 and 9.

The Long-Term Incentive Plan
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F. Performance Measures and Weighting

In any given cycle, the Committee will assign accountability for
performance on selected performance measures. For the cycle beginning in
1997, the performance measures and respective weightings are as follows:

Performance Measure Weighting
------------------- ---------

Carolina First Total Shareholder Return (TSR) performance 50%
relative to Peers for the 3 year cycle

Carolina First Earnings Per Share (EPS) performance 50%
relative to a 3 year plan

G. Performance Standards

Specific standards of performance for each of the above measures will be
established each performance cycle as part of the Company's planning
process. The Compensation Committee, with input from management, will be
responsible for establishing performance standards.

Carolina First's Total Shareholder Return will be compared to the
performance of the banking industry peer group listed in Exhibit I. In
tracking this measure, performance will be assessed based on Carolina
First's average annual TSR during the 3-year performance cycle relative
to the peer group median. TSR is defined as share price appreciation plus
dividends divided by the starting share price. As an example, assume
Carolina First's annual TSR is 10% in year 1, -5% in year 2 and 20% in
year 3. Under this scenario, the average annual return during the cycle
would be 8.33%. If the median average annual return of the peer group is
6.33% during the same cycle, then Carolina First's performance exceeded
median by +2 percentage points.

To illustrate further, the standards of performance on this measure could
range from a threshold TSR that is 5 percentage points below the peer
group median to a superior rating that is 10 percentage points above the
peer group median. Target could be established equal to the peer group
median. The performance ranges shown in the sample calculations at the
end of this section are purely illustrative at this time -- the final
standards will be determined and established in the near future by the
Compensation Committee of the Board. Performance parameters and
weightings will also be reviewed, and potentially modified, at the
beginning of each new cycle based on changes in Carolina First's strategy
and desired positioning relative to peers. The TSR performance aspect of
the Performance Share Plan will not be activated to provide any payouts
if the Company's 3-year average annual Total Shareholder Return is
negative, regardless of

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relative performance.

Performance under the EPS element of the Plan will be assessed against
budget for the cycle. A cumulative 3-year EPS level will be targeted for
each cycle. Similar to the Short-Term Incentive Plan, threshold
performance standards are set at 85% achievement of plan, while superior
performance standards are set at 125% achievement of plan.

Under the Performance Share element of the LTIP, the maximum payout
opportunity is payable at the "superior" level.

A minimum level of overall asset quality for Carolina First Corporation
must be maintained in order for any awards to be earned.

The Plan's performance standards will be determined by management with
approval of the Compensation Committee of the Board of Directors.

H. Award Payments

Performance Share awards will be paid in Carolina First common stock
within 3 months after the respective performance cycle end -- unless
previously agreed upon by the Company and the participant(s) or so stated
by management at the beginning of the relevant performance cycle.
Portions of the awards are subject to vesting restrictions as set forth
in the Performance Share Grant Agreement. Upon vesting, the payments will
also be subject to withholding and applicable payroll taxes.

Dividends will be paid on restricted shares during the restriction
period.

I. Transferability

Performance Shares granted under the LTIP are not transferable except by
will or by the laws of descent and distribution.

J. Retirement & Terminations

In order to be eligible for an award under the Performance Share Plan,
participants must generally be employed by Carolina First on the date of
payout unless otherwise agreed upon between the participant and the
Compensation Committee of the Board of Directors. Exceptions will be made
for approved retirement, long-term disability, or death. If any of these
circumstances apply, participants will be eligible to receive a pro-rata
share of the Performance Share award based upon the actual number of
months of service provided during the performance period. However, the
timing of payments and vesting of such awards would not be altered.

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K. Change-in-Control

In the event of a change in control (as defined and declared by the Board
of Directors), the current cycle will terminate as of the date of such
event. Performance over the abbreviated performance cycle will serve as
the basis of performance evaluation and pro-rata awards will be made in
accordance with the effective performance standards and criteria over
this period.

NOTE: This document is designed to serve as a basic summary of Plan
provisions. It is not a contract between Carolina First and its
employees. Employees seeking detailed information on the
specific terms and conditions which govern the LTIP should
refer to the formal 1997 Long-Term Incentive Plan Document.
The terms and conditions recorded in the formal 1997 Long-
Term Incentive Plan Document are final and binding and shall
override all other Plan summaries or descriptions.

Exhibit I
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Carolina First Corporation

Banking Industry Peer Group for Relative Total Shareholder Return Performance
Assessment
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NASDAQ Bank Index

This index may be monitored daily in the Wall Street Journal Stock Market Data
Bank.