EXHIBIT 10.2


                                 AMENDMENT NO. 1
                                       TO
                           CAROLINA FIRST CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN


         In accordance with a Resolution of the Carolina First Corporation Board
of Directors dated July 28, 1997 and subsequent approval of the shareholders of
Carolina First Corporation on November 18, 1997, the Amended and Restated Stock
Option Plan (the "Plan") is hereby amended to increase the shares authorized for
issuance thereunder pursuant to options to 1,500,000.

         Section 4(c) of the Plan is also hereby amended to provide that the
exercise price of options granted under the Plan may be in excess of the Fair
Market Value per share of the Company's Common Stock on the date the option is
granted.

         This Amendment No. 1 shall be effective November 19, 1997.