Filed by The South Financial Group, Inc.
                                                  Pursuant to Rule 425 under the
                                             Securities Act of 1933, as amended,
                                        and deemed filed pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934.


                               Subject Company:  The South Financial Group, Inc.
                                                    Commission File No.  0-15083


                                                       THE SOUTH FINANCIAL GROUP
                                                          MODERATOR: ED MATTHEWS
                                                     JULY 17, 2002/9:00 A.M. CDT





                            THE SOUTH FINANCIAL GROUP

                                  JULY 17, 2002
                                  9:00 A.M. CDT



Coordinator                Good morning and welcome to The South Financial Group
                           Second Quarter Earnings Release  conference call. All
                           participants  will be on a listen only mode until the
                           question  and  answer  session  of  the  call.   This
                           conference  is being  recorded  at the request of The
                           South  Financial  Group.  If you have any objections,
                           you may disconnect at this time.

                           I would now like to introduce your  conference  host,
                           Mr. Ed Matthews, Chief Financial Officer of The South
                           Financial Group. Mr.  Matthews,  you  may  begin when
                           ready.

E. Matthews                Thank you and good morning.  Let me remind you that a
                           number of our comments today will constitute forward-
                           looking   statements  and  are  subject  to  risk and
                           uncertainties.   These  statements will speak only as
                           of today.   We  undertake  no  obligation  to release
                           revisions to  these forward- looking statements or to
                           reflect events  and  circumstances  that  occur after
                           today. The South Financial Group's actual results may
                           differ  materially  from  those  set  forth  in  such
                           forward-looking statements.  Today's  forward-looking
                           statements  will  include,  but  are  not  limited to
                           statements  regarding  factors   which   may   affect
                           earnings, financial  ratios,  net  interest  margins,
                           cost savings,  provision  for  loan losses, tax rates
                           and credit quality.  Reference  is made  to The South
                           Financial Group's reports  filed with  the Securities
                           and Exchange Commission  for  a discussion of factors
                           that may cause such differences to occur.

                           Today the  Company's  reporting  net  income  for the
                           second  quarter is $15 million,  or $0.36 per diluted
                           share.  This  represents a 64%  increase  over second
                           quarter of 2001  earnings per diluted share of $0.22.
                           These quarterly  results are the highest in The South
                           Financial  Group's  history and  represents the fifth
                           consecutive quarterly increase.

                           Second  quarter  of  2002  was  a  relatively   clean
                           quarter,  with only two non- recurring  items. We had
                           gain  on the  South  Securities  of  $186,000  and we
                           recognized a loss on one of our equity investments of
                           $150,000,  which net to $24,000 after tax. We adopted
                           Statement  of  Financial  Accounting  Standard 142 on
                           January  1,  2002  and  we  ceased   amortization  of
                           goodwill.    Second    quarter   of   2001   includes
                           approximately  $1.1  million  pre-tax  or  $0.02  per
                           diluted  share  for   amortization   of  intangibles.
                           They're  not  amortized  in 2002 under  Statement  of
                           Financial Accounting Standard 142.

                           The net  interest  margin  increased  slightly to 394
                           basis  points  during  the  quarter,  from 390  basis
                           points  in the first  quarter.  Net  interest  income
                           increased 24% from the second  quarter of 2001 due to
                           higher net interest margin and 16% growth and average
                           earning  assets.  The  improvement  in  net  interest
                           margin  is  primarily   attributable   to  re-pricing
                           maturing  certificates  of deposit  at  significantly
                           lower rates.

                           Average loans  increased at an annualized rate of 12%
                           during the quarter and average deposits  increased at
                           an annualized rate of 4%. At June 30th the unrealized
                           gain on securities,  which is included in Accumulated
                           Other  Comprehensive  Income,  totaled $10.4 million.
                           Non-interest  income  totaled  $13.5  million for the
                           second quarter, for an increase of 15% over the first
                           quarter of last year.  The increase  reflects  higher
                           customer  service fees and service charges on deposit
                           accounts,  fees for investment  services and merchant
                           processing income. The increase also reflects results
                           from our customer service and sales process, Elevate,
                           which we implemented earlier this year.

                           Excluding   non-recurring   items,   second   quarter
                           non-interest income declined from the previous year's
                           quarter by $433,000.  As expected,  mortgage  banking
                           income  declined  as  a  result  of  lower  servicing
                           portfolio and the outsourcing of servicing to outside
                           third party  servicers  beginning in 2002.  Losses on
                           the sale of real estate,  which totaled  $238,000 for
                           the  quarter,  compared  with a  prior  year  gain of
                           $398,000, also reduced non-interest income.

                           Non-interest  expenses for the second quarter of 2002
                           totaled $38.4 million.  This represents a 2% increase
                           from the preceding quarter,  which can be contributed
                           to additional advertising expense incurred to support
                           merchants processing and data card operations.

                           The Company's efficiency ratio for the second quarter
                           of 2002 was 55.9%  compared  with 63% for the  second
                           quarter  of 2001 and 57.1% for the first  quarter  of
                           2002.   The  provision  for  loan  losses   increased
                           $644,000  from the  second  quarter a year  ago.  The
                           allowance to period-end  loans  remained at 1.2%, and
                           Mike Sperry,  our Chief  Credit  Officer will address
                           both  non-accrual  loans and net loan  charge-offs in
                           just a few minutes in his credit quality update.

                           During  the  quarter  we raised  approximately  $51.6
                           million of capital from the sale of preferred  shares
                           issued  by Real  Estate  Investment  Trust,  which is
                           owned by Carolina  First Bank.  These  securities are
                           like  those  sold in 2001 and will be  included  as a
                           minority interest and consolidated  subsidiary on the
                           balance  sheet.  In  addition,  last  week we  raised
                           approximately $25 million in a pooled trust preferred
                           issue.

                           Let me give you some  updated  assumptions  to use in
                           the second half of 2002.  These  assumptions  include
                           Gulf West,  beginning August 31st, but do not include
                           the associated  non-recurring  merger costs,  which I
                           will address in just a few minutes.

                           We  expect   annualized   earning   asset  growth  of
                           approximately   8%.   We   still   expect   a  slight
                           improvement  in the  net  interest  margin  of two to
                           three basis points.  We expect a quarterly  provision
                           for  loan   losses   between   $6  and  $7   million,
                           non-interest  income of approximately  $13.7 to $14.2
                           million per quarter,  total  non-interest  expense of
                           approximately  $39.8 to $40.3  million  in the  third
                           quarter,   excluding  merger  related  expenses,  and
                           dividends  to  minority   interest  and  consolidated
                           subsidiary  of  approximately  a million  dollars per
                           quarter  after tax. We will be using an effective tax
                           rate of approximately 32.5%,  assuming no realization
                           of capital gains,  which could  modestly  reduce that
                           tax rate.

                           The third quarter will include  merger  related costs
                           from the  Gulf  West  merger.  In  addition,  we have
                           completed   our   valuation  of  goodwill  and  other
                           intangible  assets in connection with the adoption of
                           FAS-142.  We expect to take a $1.4 million  charge in
                           the  third  quarter  related  to  the  impairment  of
                           goodwill  associated  with  Carolina  First  Mortgage
                           Company.

                           Last week Gulf West shareholders approved the merger.
                           We anticipate  closing the deal at the end of August,
                           at which  time we will  convert  over  all Gulf  West
                           operating  systems.  Yesterday,  Gulf  West  reported
                           second quarter 2002 earnings of $1.5 million or $0.18
                           per diluted share.  These earnings  increased 30% and
                           29% over second  quarter 2001 net income and earnings
                           per diluted share, respectively.

                           We are still confident in our ability to realize cost
                           savings   of   approximately   25%   of   Gulf   West
                           non-interest  expenses  or  $4  million  pre-tax.  We
                           anticipate  incurring  merger related  charges in the
                           $15 to $17 million range. Approximately $8 million of
                           these  charges  will be accounted  for as  additional
                           acquisition cost resulting in additional goodwill and
                           will  include  investment  banker  fees,  legal fees,
                           accounting fees and severance.

                           We  expect  to  incur  approximately  $3  million  in
                           equipment   and   software   costs,   which  will  be
                           capitalized,  and we  anticipate  $4 to $6 million in
                           system conversion cost,  merger related  advertising,
                           personnel  training  and pay to stay  bonuses,  which
                           will be  included  in  current  expenses  during  the
                           second half of the year.

                           At this time we  anticipate  booking  a core  deposit
                           intangible  in the $13 million  range and a resulting
                           goodwill of approximately $85 million.  Both of these
                           numbers,  however,  are subject to change as a result
                           of the final valuation study.

                           I will now turn the call over to Mack and Mike Sperry
                           to discuss more about the quarter.

M. Whittle, Jr.            A year  ago  we   said  we  would  increase  EPS each
                           quarter. That's exactly  what we've done for the past
                           five consecutive quarters. Last year we set a goal of
                           a 14.50% ROE  and  a  1.25%  ROA  by the end of 2003.
                           Today we remain focused  on achieving these goals and
                           continuing to report steady progress.

                           This  quarter's  financial  performance  demonstrates
                           progress in meeting  our  financial  goals.  Today we
                           reported higher non-interest income, up 15% from last
                           quarter,   expansion  in  our  net  interest  margin,
                           improvement in our efficiency  ratio to 55.9%,  which
                           is close to our internal goal by the end of this year
                           of 55%, and decreases in both  non-performing  assets
                           and net loan charge-offs.

                           At last quarter's  conference call we highlighted why
                           we believe our progress would continue.  We cited two
                           significant  opportunities;  increasing  non-interest
                           income  through our elevated  process to levels equal
                           to our peers and bringing  our credit  losses back to
                           historic levels.

                           In a  moment  I will  provide  you an  update  on our
                           non-interest   income,   which   has   exceeded   our
                           expectations for the quarter. But first, I would like
                           to ask Mike  Sperry,  our Chief  Credit  Officer,  to
                           provide an update on our credit quality  measures and
                           outlook.

M. Sperry                  Good  morning.   In  our  last  conference  call   we
                           indicated  that our credit  quality  measures  should
                           improve in the  second  quarter,  and I'm  pleased to
                           report that they did. Non-accrual loans declined $4.5
                           million from $43.5  million to $39  million,  or from
                           1.15% to 1% of quarter  end loans.  Our four  largest
                           non-accruals  account for $17.9 million;  almost half
                           of this total. The largest is a $17.7 million loan to
                           a privately owned water utility.
                           We reported  last quarter that this utility was under
                           contract for sale pending  regulatory  approval.  The
                           approval  of  that  sale  has  been  granted  by  the
                           governing  public service  commissions  and we expect
                           the sale to close and the  balance of our loan to pay
                           out some time this quarter.

                           The second  largest,  which is $4.5 million,  is on a
                           real  estate  development  in  Florida.   We  are  in
                           litigation  and do not  expect a  resolution  of this
                           until the fourth  quarter  or  perhaps  not until the
                           first quarter of next year.

                           The third  largest is $3.8  million to a real  estate
                           investor in Florida, whose credit also in litigation,
                           but we do expect to resolve it in the fourth quarter.
                           The fourth  largest,  which is $1.9 million,  is on a
                           golf course in Florida.  The owners of this  property
                           are  close  to  signing  a  contract  for sale and we
                           expect this property to be sold this quarter.  If the
                           sale does occur as anticipated, our loan will pay out
                           this quarter.
                           Our   quarter   end  loss   estimate  on  these  four
                           relationships   totaled  $500,000.   Our  total  loss
                           estimate on all non-accruing  loans was $4.3 million,
                           which  is  down   slightly  from  $4.4  million  last
                           quarter.  So, if we get the  expected  pay out on the
                           water  utility loan and the golf course loan,  and if
                           we  don't  have  any  large  additions,  non-accruals
                           should decline again this quarter.  Those are two big
                           ifs,  closings  are often  delayed and also since the
                           economy  weakened  in the first  quarter of last year
                           we've had additions to non-accrual  every quarter and
                           we can  obviously  have one or two  large  ones  this
                           quarter.  On  balance,   however,  although  I  don't
                           anticipate this, the total could increase slightly or
                           we may not  have as  significant  a  reduction  as we
                           enjoyed in the second quarter.

                           Loan losses in the quarter were $4.5 million, .46% of
                           average  loans,   which  is  down  nicely  from  last
                           quarter's  $5.6  million  and .60% of average  loans.
                           Higher than normal  recovery has  contributed to this
                           improvement,  but lower consumer loan losses were the
                           primary cause. We are cautiously optimistic about the
                           next  couple of  quarters.  Our  losses  may  improve
                           slightly from the second  quarter level or they might
                           not,  they  might  increase  slightly  but  we do not
                           anticipate   that  they  will  return  to  the  first
                           quarter's level.

                           Delinquencies also improved significantly. Loans over
                           30 days past due were  2.40% at the end of last year.
                           They  improved  to  2.05%  at the  end  of the  first
                           quarter and fell again to 1.61% at the second quarter
                           end. On these same dates  accruing  past dues,  which
                           means past dues excluding non-accruals, declined from
                           1.39% to 0.93% to  0.68%.  Generally,  loans  over 90
                           days past due and still  accruing  fell from 38 basis
                           points to 33 basis points to 18 basis  points.  These
                           ratios,  of course,  are higher than their historical
                           norms, a reminder that the economy is still weak, but
                           this trend is very encouraging.

                           In short,  we had a good quarter.  We may have turned
                           the corner,  however,  lest you attempted to read too
                           much  into  that  comment,  I  close  with  a  caveat
                           relating to the near term outlook.

                           Recent  developments on Wall Street are a signal that
                           the  recession  may not be over. In the markets where
                           we lend money,  businesses  continue to struggle with
                           lower revenues and consumers  continue to worry about
                           keeping   their   jobs.   While  we  have  reason  to
                           anticipate continued improvement, the better business
                           climate   we  need  to  sustain  a  trend  of  steady
                           improvement is just not yet evident.

                           With that, I'll turn it back to Mike.

M. Sperry                  As you  can  see, our strategies are in place and are
                           working.  This  morning I want to highlight the steps
                           we've  taken  to  position  our company for long term
                           superior performance.  As  you  may  recall, the year
                           2000  was  a  building  year  for  us.  We  put a new
                           management team in place. We put technology in place,
                           including  a  new   operating  system,  products  and
                           markets in place to build a strong foundation for our
                           company.  We can now  double  our  current  size with
                           this leadership and technology  we  already  have  on
                           board.  We are ready and the structure is in place to
                           do that. That's why,  if  you  track  our  efficiency
                           ratio from the fourth quarter of 2000, you will see a
                           steady decline from over 70% to the 55.9% we reported
                           today.

                           While increasing  profitably,  we are also working on
                           lowering  our risk  profile.  Our goal is to  deliver
                           consistent  quarter by quarter  earnings  growth.  We
                           strive to maintain a neutral  interest rate position,
                           so market rate swings will not  significantly  impact
                           net interest income.  This quarter, we move closer to
                           a neutral  position.  We have developed a credit risk
                           management  process  designed to  identify  potential
                           problems  before they  become  actual  problems.  Our
                           process  reduces the risk of major  surprises and has
                           served us well in this economic downturn.

                           We raised  capital  during the quarter and  increased
                           our capital ratios, which were already above the well
                           capitalized  guidelines.  Bringing  our  non-interest
                           income up to peer  level is our  biggest  performance
                           upside.  This  is a  low  risk  strategy  to  improve
                           profitability and returns.

                           Elevate,  our  customer  centered  sales  process  is
                           designed to yield long term sustainable  benefits. We
                           are  creating a  proactive  customer  centered  sales
                           culture  for our  employees  by  providing  tools  to
                           capitalize  upon what we  already do quite  well.  We
                           completed the initial training of Elevate in February
                           of this year and based on our  earlier  results it is
                           working.  How do we know it's working?  At the end of
                           May we started a deposit  campaign  based on employee
                           referrals   to  raise  our  numbers  and  dollars  of
                           transactions   accounts.   In  the  first   month  we
                           increased  transaction  deposit  accounts by over $57
                           million.

                           Also,  during  the  quarter  we  begin to see line of
                           business referrals turn into actual successful sales.
                           We saw  increases  in fee  income  across  the board,
                           including  trust,   brokerage.,   mortgage   banking,
                           insurance, merchant processing and debt card income.

                           We operate in superior markets.  Projected  five-year
                           population growth for our markets averages over twice
                           the US median.  Projected five-year per capita income
                           growth in these same markets averages 20% higher than
                           the US median. Our pending merger with Gulf West will
                           add the  Tampa  Bay  area to our  Florida  operation,
                           which fits extremely well into our existing  presence
                           in Orlando and  Jacksonville.  The greater  Tampa Bay
                           area meets our  objective  of  operating in the right
                           markets.  It  is  the  second  largest  SMSA  in  the
                           Southeast  behind Atlanta.  In addition,  this region
                           ranked  first  in  the  nation  in new  jobs  created
                           between December 2000 and December of 2001.

                           We are enthusiastic  about the opportunity  presented
                           by our pending merger with Gulf West. Our merger team
                           is well  organized  and energized by how well our two
                           management  teams work  together.  We are  especially
                           pleased by the Gulf West  management  talent  that we
                           will  be  adding  to our  Florida  operation  and the
                           opportunity to introduce fee income  products in this
                           new market.

                           In  particular,  we are very  appreciative  of Gordon
                           Campbell  and other  members of the Gulf West  Senior
                           management and the job they are currently  doing. Bob
                           Blakely  has  agreed to be market  President  for the
                           Tampa St. Pete market and we are effectively  leaving
                           the Gulf West management team in place.

                           I do want to  stress  that the  merger  enhances  our
                           plans  to  meet  the  profitability  targets  and  to
                           achieve  the ROA and ROE  goals we set for the end of
                           2003.  We  remain  confident  that we will  achieve a
                           financial impact that is immediately accretive to our
                           earnings.   Everyone   involved  at  both  The  South
                           Financial   Group  and  Gulf  West   understands  the
                           importance  of  realizing  the  cost  savings  of  $4
                           million  pre-tax  and  executing  this  merger with a
                           positive financial impact.

                           The  second  quarter  of this  year was an  excellent
                           quarter  for us.  We are  pleased  with the  progress
                           we're making and with the  organization  we've built.
                           We have solid  positions  in high growth  markets and
                           revenue  growth  opportunities  are  enhanced  by our
                           Elevate  process.  We are on track to achieve our ROA
                           and ROE  goals  by the end of  2003,  however,  these
                           goals are interim steps, not a final goal. We are not
                           resting  on the  laurels of this  quarter,  we remain
                           committed to making The South  Financial  Group a top
                           performer in comparison with our peer group.

                           And  with  that  I  would  like  to  open  it up  for
                           questions.

Coordinator                We  have  a  question  from  Jeff  Davis from Midwest
                           Research.

J. Davis                   Good morning, good quarter  gentlemen.  A  couple  of
                           questions  I  had  to  bounce a way for a moment,  so
                           if you covered it, I apologize.  Mike or Mack,  first
                           if you could give us a little  more color on the loan
                           growth we saw on ... quarter, at least on the average
                           balances? Since we are not seeing it elsewhere around
                           the  country,  though  we are  certainly  seeing  the
                           follow  through on  improvement  and credit  quality.
                           Then  Ed,  I would  like  to come  back to you on the
                           merger charges again.

M. Sperry                  I can talk about loan growth.

J. Davis                   Okay, that's fine.

M. Sperry                  Total loans grew point to point for the quarter, $135
                           million; $73 million of that, a little over half, was
                           in consumer loans.  Most of that was in equity lines.
                           We grew equity lines $60 million in the quarter. That
                           is a significant  growth  in that particular product.
                           It's a combination of two things.  One, the fact that
                           we've   enhanced   the   product   to  make  it  more
                           competitive this  quarter and also as Mack mentioned,
                           the Elevate  process  has  energized the referrals in
                           that   process,  so  it's  a  direct  result  of  the
                           combination of those two things.

                           The growth in commercial loans was about $63 million.
                           It's split kind of half and half between  Florida and
                           South  Carolina  and  there are  really  only two key
                           contributors  to  that;  one,  is  that  we had  some
                           funding of  construction  loans that were approved in
                           the fourth quarter of last year and the first quarter
                           of this year that came to  fruition  in this  quarter
                           and  secondly,  we continue to be very  selective  of
                           course,  but we continue to get opportunities to take
                           whole  relationships  away from merging  banks in our
                           market,  the  Wachovia/First  Union merger. So, those
                           are the  things  that  contributed  to a  little  bit
                           higher than what we expected ... growth.

M. Whittle                 Jeff, I think we'll  continue  to  see  opportunities
                           from the Wachovia/First  Union  merger, especially in
                           the  South  Carolina market  as  we  go  through  the
                           balance of the year.

J. Davis                   Then Mike, on the equity lines, that's all originated
                           through  your   system;   there  are   no   wholesale
                           purchases, right?

M. Sperry                  That's correct.

J. Davis                   In  the enhancement,  I  noticed  a  Tennessee   bank
                           offering  home  equity  lines at 2.9%.  Are you doing
                           anything that low?

M. Sperry                  No, ours was not rate related.  It  was more in terms
                           of  repayment terms, interest...loans for five years,
                           and things  of  that  nature.  Our  rates  are normal
                           market rates.

J. Davis                   Ed, can I  get  you  to  walk  us  through the merger
                           charges  again, what's  going to be capitalized, what
                           we're going to expense, etc.?

E. Matthews                Okay, Jeff we're going to have $15 to $17 million and
                           that's an all-inclusive merger charge.

J. Davis                   Okay.

E. Matthews                Okay, as the $15  to  $17 million,  about  $8 million
                           will  be  included  as  additional  acquisition  cost
                           and as a result will be included in goodwill.

J. Davis                   We are going to capitalize?

E. Matthews                And that $8  million are the investment banking fees,
                           legal accounting fees, and severance.

J. Davis                   Okay, that's fine.

E. Matthews                Okay,   you've  got  about  $3  million  in equipment
                           upgrades, software  upgrades,  and  conversion  costs
                           there.  That $3 million will be  capitalized as  FF&E
                           and  depreciated   over  its  respective  term.   The
                           balance,  which  is $4 to $6  million,  will  be  for
                           advertising,  personnel training, pay to stay bonuses
                           and that will be  included  during the second half of
                           the year.

J. Davis                   That is expense?

E. Matthews                That will be current expense.

J. Davis                   Okay.

Coordinator                Our next question comes from Todd Hagerman.

T. Hagerman                Good  morning.  If I could just follow up on   Jeff's
                           earlier question on  loan  growth.  Can  you  talk  a
                           little  bit  more,  just on the commercial  side, you
                           guys have had pretty  good  growth in the  commercial
                           now in a couple  of  quarters.  Can you talk a little
                           bit about just the middle market  customer as well as
                           the  syndicated  portfolio  a little bit in terms of,
                           are you seeing any, is the pipeline  building  there?
                           Is there any  growth  that's  coming out of those two
                           segments?

E. Matthews                I'll lead out on that,  Mike.  There are two   things
                           going  on.  Obviously,  the  old  Wachovia  had   the
                           largest  deposit  market share in South  Carolina and
                           they are the largest financial  institution in all of
                           these  major  markets  that we talk  about  in  South
                           Carolina. With First Union making that acquisition, a
                           lot of those old  customers are now looking for other
                           opportunities to do banking.  These are the old South
                           Carolina National Bank customers that Wachovia bought
                           back in 1992.

                           In  addition  to that,  there's  been a change in the
                           middle  market  strategy  of Bank of America and they
                           have  abandoned a number of the markets ... They have
                           removed  commercial  lenders from a number of markets
                           in South Carolina.  As a result of that, we picked up
                           a  substantial  amount of what we call middle  market
                           commercial  customers.  Those are companies typically
                           with $50  million in sales and  under,  but they have
                           taken commercial lenders out of any market that has a
                           population  of less than  50,000  people  and we have
                           seen some real old line South Carolina companies that
                           have come to us, as a result of that.

                           Mike, do you want to add to that?

M. Sperry                  The only  thing  I  would  add is, he asked about the
                           syndication approval.  We  don't  do  a great deal of
                           that kind of lending.

J. Davis                   Right.

M. Sperry                  We do have 10 or 12 share national credits. The total
                           commitment outstanding on that portfolio is  $110  to
                           $120   million,   something   on   that   range.  The
                           outstanding  is less than half  that.  We have  added
                           probably three or four of those this year. We started
                           last  year with  about  eight and now we've got 12, I
                           think.  They're not all closed  yet,  but again those
                           have come  primarily  from people who were with those
                           other banks and have asked us to take them out.

J. Davis                   Right,  that  $110  million  you  say,  how does that
                           compare to a year ago?

M. Sperry                  It was probably $70 million a year ago.

M. Whittle                 These  are in  most  cases,  in  all  cases,  they're
                           South  Carolina  based  companies.  They're companies
                           that have headquarters in South  Carolina  or  have a
                           major  presence in the markets  that we're in.  These
                           are  not  blind credits that we  don't  know anything
                           about.

J. Davis                   Sure.

M. Sperry                  Our   criteria  is that they have to be headquartered
                           in South Carolina,  the pricing has to be  attractive
                           compared to other  alternatives,  the management  has
                           to be accessible to us, so we can go meet with  them.
                           We don't do one of these,  unless I  personally  meet
                           with   them   and  they  have  to be in industries we
                           understand.

M. Whittle                 This  would be similar to what used to be called  the
                           National  Credit  Market  in some of the   commercial
                           banks  that most of us  work in.  They  are  national
                           credits,  but they have a very strong local  presence
                           and  in  most  cases  have a  corporate  or  regional
                           headquarters in South Carolina.

Coordinator                Our next question comes from  John Kline from Sandler
                           O'Neil.

J. Kline                   Congratulations on a really  good quarter guys.  Just
                           a  couple  of clarifications, on the mortgage banking
                           charge that you mentioned Ed, was that $1.4 million?

E. Matthews                I believe that's correct.

J. Kline                   Could you just expand on  that?  You're  exiting  the
                           business or...?

E. Matthews                No,  you  are  talking  about  what's included in the
                           goodwill  number  in  merger charges?  I'm sorry, the
                           impairment.  I'm with you.

J. Kline                   I just wasn't clear on that.  I was trying to keep up
                           with you.  What is that?  Was that this quarter or is
                           that expected for next quarter?

E. Matthews                Okay,  it's  in  connection,  it will  be  in   third
                           quarter.  Let me talk  about that  for just a minute.
                           The $1.4  million is  goodwill  that we have recorded
                           associated with  our  mortgage  company.  With    the
                           adoption of  FAS-142,  it was adopted on January 1st,
                           so  we  seized  amortization  of  goodwill.  You have
                           until  June  30th to  assess  rather  or not you have
                           impairment  and under  FAS-142 you have until the end
                           of this year to record that impairment.

J. Kline                   Got you.

E. Matthews                We're  planning to record that in  the  third quarter
                           and that impairment is $1.4 million,  but  with  this
                           adoption of 142 it's a little bit different,  in that
                           it will not  show  up in  our third  quarter numbers.
                           It will  be  reported  in our  year to  date  number,
                           but not in our third quarter number.

J. Kline                   Okay.

E. Matthews                It's   reported  on  the  income  statement  as    an
                           cumulative change in accounting principle, so if it's
                           reported down at the bottom of the income  statement.
                           You won't see it in the three months ended  September
                           30th,  but you will see it in the nine  months  ended
                           September 30th.

J. Kline                   Okay, great and just in your  guidance  you mentioned
                           8%. Was that earning asset growth or asset growth and
                           is it for the balance of the year?

E. Matthews                It's earning  asset  growth  for  the  balance of the
                           year.

J. Kline                   And does that include Gulf West?

E. Matthews                No, that  does not.  The 8%, you will need to add our
                           earnings assets with Gulf West earnings assets.

J. Kline                   Great.

E. Matthews                With the 8% on top of that annualized.

J. Kline                   What's the balance of the water utility credit?

M. Sperry                  It's $7.7 million.

J. Kline                   Great, thanks a lot guys.

Coordinator                Our next question  comes  from  Gary  Tenner from Sun
                           Trust Robinson.

G. Tenner                  Hello, I  had  one  quick question, just  to clarify.
                           Looking at the  second  half  assumptions,  the   fee
                           income level of 13.7 to 14.2, was that Q3 only or was
                           that both for Q3 and Q4?

E. Matthews                That is for Q3 only.

G. Tenner                  Okay, very good.  Thank you.

Coordinator                Our next question comes from Jeff Davis  from Midwest
                           Research.

J. Davis                   Ed, I got cut off.  I'm  sorry, the  core deposit is,
                           how much is the core deposit intangible?  I know it's
                           subject to final valuation.

E. Matthews                It's  going  to  be about  $13 million  is what we're
                           expecting.

J. Davis                   Okay, what's our  amortization  run off schedule look
                           like roughly, Ed?

E. Matthews                Ten years...some  of  the year's digits is what we're
                           expecting.

J. Davis                   Okay, since I'm not quick with math, what's our first
                           year run rate likely to be?

E. Matthews                About $2 million pre-tax.

J. Davis                   Okay, great.  Then,  on the AFS,  the unrealized gain
                           now is what, $10 million?

E. Matthews                On the securities it's $10.4 million.

J. Davis                   Okay.

E. Matthews                And the reason I bring that up is it was  negative 15
                           .... did a $25 million flip flop in our equity.

J. Davis                   Right, okay, are you going to  do  any  restructuring
                           with Gulf West?

E. Matthews                Portfolio?

J. Davis                   Yes.

E. Matthews                We  may do a little bit, I wouldn't think it would be
                           extensive.

J. Davis                   Okay.

E. Matthews                They  do not  have  that  extensive  of an investment
                           portfolio.

J. Davis                   Okay, I just  simply  ask  because the treasuries got
                           under  water  pretty quickly  the  first part of this
                           year.  I know the markets come back your way.

                           Okay and then last Ed, capital  management,  what, if
                           anything,  did you do this  quarter and what are your
                           plans for the balance of the year, aside from our ...
                           capital issues.

E. Matthews                Okay, Jeff you said you stepped away, so I'm not sure
                           what...

J. Davis                   Repurchases, Ed.

E. Matthews                Repurchases, I'm  sorry, because we talked about that
                           we did some...and we also did a trust preferred.  I'm
                           not sure if you heard that.

J. Davis                   I did get that portion.

E. Matthews                Repurchases, I will not rule it out.  We may do that,
                           but if we do it will be in the fourth quarter.

J. Davis                   Okay, and none repurchased this quarter?

E. Matthews                No.

J. Davis                   Okay,   do   you   still  have  the  equity   for  it
                           outstanding?

E. Matthews                Yes, we do.

J. Davis                   Okay, and  let's see you  settled that by delivery of
                           shares?

E. Matthews                We will settle that by  delivering of shares   and we
                           have  suspended  that, that   repurchase   has   been
                           suspended,  so that will unwind,  we're anticipating,
                           in October.

J. Davis                   Okay, so is that a net issuance then of a million for
                           the quarter.  I guess it's a wash going back?

E. Matthews                It is. Jeff, you're  getting  into a  fairly detailed
                           calculation,  but  it's  a reflection of that million
                           shares.  When  we  settle  this thing in October, the
                           change in market price of that stock is the impact of
                           reflecting  that   in  shares   is  included  in  the
                           calculation of our diluted earnings per share.

J. Davis                   I will  give  you  a  follow up call, because that is
                           more technical here.

E. Matthews                Please.

J. Davis                   Anyway, good quarter gentlemen. Thanks much.

Coordinator                Our next  question comes from Holly Clark from  Scott
                           and Stringfellow.

H. Clark                   Thank you and nice quarter and my questions have been
                           answered.  So thank you very much.

Coordinator                Our  next question  comes  from  Russ  Haberman  from
                           Haberman Brothers.

R. Haberman                Good morning  gentlemen,  how are you? Nice  quarter.
                           I just  wanted to ask you a quick  question regarding
                           the equity  investment.  You said you took   $150,000
                           hit.  I was just  wondering, what was that from?  Was
                           that from your  Rock  Hill  Investment?  I   happened
                           to see that  they,  excuse  my  expression,   stepped
                           into a pile of doo. One, have you been in  touch with
                           them and does that present an  opportunity perhaps at
                           some point for you?

E. Matthews                Let's dice this up just a  little  bit.  The  loss we
                           took  does  not  reflect Rock  Hill's. It's disclosed
                           in our financial publications with the SEC, but we do
                           have a fairly substantial ownership in Rock Hill, but
                           the  $150,000  is not.  We  have a small business,  a
                           lending  operation, and the $150,000 is related to an
                           investment  that  we  have  had  for  some  time in a
                           locally owned and operated business.

R. Haberman                As a follow up, can you tell what you know  about the
                           Rock Hill and have you been in touch with them?

E. Matthews                No and no.

M. Sperry                  We know no more than you've read in the newspaper.

R. Haberman                Okay.  Thank you.

Coordinator                I am showing no questions at this time.

E. Matthews                Thank you very much....if you will remind everyone of
                           the play back please.

Coordinator                Thank you for joining today's conference call. Should
                           you  want  to  listen   to   today's   replay,   call
                           1-800-925-3896   or  the   toll   number   which   is
                           1-402-220-4155.