Born in Rusk, Texas, December 24, 1914. He had three brothers and a sister. He worked on the east Texas farm while attending high school. Because of the depression, he was compelled to quit school in the middle of his junior year. He worked at odd jobs (10 cents an hour), served some time in FDR's Civilian Conversation Corps and then developed a laundry and dry cleaning business, which became successful.

After leaving the C.C.C., he attended a business school in Houston, and then went to work for Humble Oil Co. (Exxon).

With war clouds gathering in Europe, he left Humble Oil and to join the Army. For the first nine months, he served in the infantry. After Pearl Harbor, he entered Aviation Cadet training at Kelley Field. His first assignment was gunnery school at Harlingen, Texas. He served as a gunnery instructor for 18-months before becoming a B-24 instructor pilot in 1942.

In 1944, he was assigned to the B-29 (VH) bomber-training program at SHAAF, Salina, Kansas. By this time he had flown nearly every type of aircraft the Army (and Navy) had in their arsenals, including the old Owl-52.

P-44 developed an enviable record in bombing accuracy. In a raid on the Otake Oil Refinery, it lead a formation that scored direct hits. Strike photos revealed 85% destruction of the target. After the war, General George Mundy, former 39th Group CO, visited Otake and confirmed that the refineries, indeed, had been totally destroyed.

During World War II as a Captain, he was awarded three DFC's (Distinguished Flying Cross), four Air Medals and a multitude of other decorations.

On June 23, he married Margaret Louis Reuter in San Antonio. There first child, Debra Sue, was born July 18, 1952. A son, Carroll H. Payne II, came along on December 18, 1954. A second daughter, Naomi was born in England on January 27, 1958.

Carroll and Margaret Payne were divorced in 1973.

In April 1977, he married Freda, brought two children from a previous marriage into the family.

Payne had remained in the Air Force after the war spending two years in the Air Defense Command, followed by a short tour in Panama, then participation in the Berlin Airlift. Afterwards, he was involved in the B-36 Operational Test Program. In the early fifties, there were assignments to the jet fighters and bombers in England, where he served on the staff of Third Air Force Headquarters.

He retired from the service in 1958 with the rank of Lt Colonel.

In that same year, Payne founded United Services Planning Association (USPA) and the Independent Research Agency (IRA). This was a financial management corporation whose aim was to provide the military professional an opportunity to achieve financial independence.

Twenty-six years later, the company with 845 representatives and employees was operating in 45 states, as well as Hawaii, Guam, England and Germany. By the time of his death in 1984, USPA/IRA had garnered 85% of the military business in this specific area of the financial market. The USPA Educational Foundation has awarded scholarships to children of military families well in excess of $500,000.

Freda was with Carroll when he was stricken with a fatal heart attack near Detroit on June 30, 1984.

A book by Warner F. "Tex" Rankin, Jr., Preface, "The History of USPA and IRA: The First 30 Years" was published in 1989 by UPSA and IRA. Inc. Fort Worth, Texas. It reveals the "rags to riches" story of this remarkable man.