PRIVILEGED AND CONFIDENTIAL



                            THE SOUTH FINANCIAL GROUP
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                                     Between
                         THE SOUTH FINANCIAL GROUP, INC.
                                       and
                               KENDALL L. SPENCER



         This Supplemental Executive Retirement Agreement (this "Agreement") is
made and entered into as of this 15th day of July, 2003 (the "Effective Date"),
by and between Kendall L. Spencer, an individual (the "Executive"), and The
South Financial Group, Inc., a South Carolina corporation and financial
institution holding company headquartered in Greenville, South Carolina (the
"Company"). As used herein, the term "Company" shall include the Company and any
and all of its subsidiaries where the context so applies.

                                  INTRODUCTION

         The Company wishes to provide the Executive with supplemental
retirement benefits and thereby encourage the Executive to continue providing
services to the Company. The Company will pay the benefits from its general
assets.

         The Agreement is intended to be a top-hat plan (i.e., an unfunded
deferred compensation plan maintained for a member of a select group of
management or highly compensated employees) pursuant to Section 201(2),
301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974
(ERISA).

                                    AGREEMENT

         The Executive and the Company agree as follows:

                                   Article 1
                                   Definitions

         Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:

         1.1 "Affiliated Company" means any company controlled by, controlling
or under common control with the Company.

         1.2 "Benefit Basis" means the average of the highest three fiscal years
of Compensation (or such lesser number of years as the Executive has been
employed by the Company) earned by the Executive during the ten fiscal years of
the Executive's employment prior to the Termination of Employment, or for such
lesser number of fiscal years that the Executive was employed by the Company
prior to the Termination of Employment, including the year in which Termination
of Employment occurs.

         1.3 "Board" means the Board of Directors of the Company.


<PAGE>

         1.4 "Cause" means (i) the willful and continued failure of the
Executive to perform substantially the Executive's duties with the Company or
any Affiliated Company (other than any such failure resulting from incapacity
due to physical or mental illness or following the Executive's Involuntary
Termination), after a written demand for substantial performance is delivered to
the Executive by the Chief Executive Officer that specifically identifies the
manner in which the Chief Executive Officer of the Company believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in illegal conduct or gross misconduct, in
each case, that is materially and demonstrably injurious to the Company. For
purposes of this definition, no act, or failure to act, on the part of the
Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board, or upon instructions of the Chief Executive Officer or
senior officer, or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of employment
of the Executive shall not be deemed to be for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters of the entire membership
of the Board (excluding the Executive, if the Executive is a member of the
Board) at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel for the Executive, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in clause (i) or (ii) of this definition, and
specifying the particulars thereof in detail.

         1.5 "Change of Control" means:

                  1.5.1 The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 20% or more of either (A) the
         then-outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock") or (B) the combined voting power of
         the then-outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities"); provided, however, that, for purposes of this Section
         1.5, the following acquisitions shall not constitute a Change of
         Control: (i) any acquisition directly from the Company, (ii) any
         acquisition by the Company, (iii) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by the Company
         or any Affiliated Company or (iv) any acquisition by any corporation
         pursuant to a transaction that complies with Sections 1.5.3(A),
         1.5.3(B) and 1.5.3(C);

                  1.5.2 Any time at which individuals who, as of the date
         hereof, constitute the Board (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Board; provided,
         however, that any individual becoming a director subsequent to the date
         hereof whose election, or nomination for election by the Company's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened

                                      -2-
<PAGE>

         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by or
         on behalf of a Person other than the Board;

                  1.5.3 Consummation of a reorganization, merger, statutory
         share exchange or consolidation or similar corporate transaction
         involving the Company or any of its subsidiaries, a sale or other
         disposition of all or substantially all of the assets of the Company,
         or the acquisition of assets or stock of another entity by the Company
         or any of its subsidiaries (each, a "Business Combination"), in each
         case unless, following such Business Combination, (A) all or
         substantially all of the individuals and entities that were the
         beneficial owners of the Outstanding Company Common Stock and the
         Outstanding Company Voting Securities immediately prior to such
         Business Combination beneficially own, directly or indirectly, more
         than 50% of the then-outstanding shares of common stock and the
         combined voting power of the then-outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation that, as a result of such
         transaction, owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership immediately
         prior to such Business Combination of the Outstanding Company Common
         Stock and the Outstanding Company Voting Securities, as the case may
         be, (B) no Person (excluding any corporation resulting from such
         Business Combination or any employee benefit plan (or related trust) of
         the Company or such corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then-outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then-outstanding voting securities of such
         corporation, except to the extent that such ownership existed prior to
         the Business Combination, and (C) at least a majority of the members of
         the board of directors of the corporation resulting from such Business
         Combination were members of the Incumbent Board at the time of the
         execution of the initial agreement or of the action of the Board
         providing for such Business Combination; or

                  1.5.4 Approval by the shareholders of the Company of a
         complete liquidation or dissolution of the Company.

         1.6 "Code" means the Internal Revenue Code of 1986, as amended.

         1.7 "Compensation" means the Executive's annual base salary and annual
bonus under the Company's Management Incentive Compensation Plan, or any
comparable bonus under any predecessor or successor plan, including any bonus or
portion thereof that has been earned but deferred (and annualized for any fiscal
year consisting of less than 12 full months or during which the Executive was
employed for less than 12 full months) for the relevant fiscal year. If the
Termination of Employment occurs prior to the end of the fiscal year, the bonus
amount for such fiscal year shall be equal to the highest of the bonuses earned
by the Executive in the prior three fiscal years (or for such lesser number of

                                      -3-
<PAGE>

fiscal years prior to the Termination of Employment for which the Executive was
eligible to earn such a bonus, and annualized in the case of any bonus earned
for a partial fiscal year).

         1.8 "Disability" means the absence of the Executive from the
Executive's duties with the Company on a full-time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness that
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal
representative.

         1.9 "Early Retirement Age" means the date that the Executive has
attained age 55 and completed seven Years of Service.

         1.10 "Early Retirement Date" means the date that is the later of the
Early Retirement Age or the Termination of Employment, but is before the Normal
Retirement Date.

         1.11 "Early Termination" means the Termination of Employment before
Early Retirement Age for reasons other than (i) death, (ii) Disability, (iii) by
the Company for Cause, (iv) by the Company without Cause during the two year
period following a Change of Control, (v) Involuntary Termination.

         1.12 "Early Termination Date" means the month, day and year in which
Early Termination occurs.

         1.13 "Effective Date" means July 15, 2003.

         1.14 "Involuntary Termination" means a Termination of Employment by the
Executive following a Change of Control which, in the sole judgment of the
Executive, is due to (i) a change of the Executive's responsibilities, position
(including the Executive's office, title, reporting relationships or working
conditions), authority or duties (including changes resulting from the
assignment to the Executive of any duties inconsistent with his positions,
duties or responsibilities as in effect immediately prior to the Change of
Control); or (ii) a reduction in the Executive's annual base salary or annual
bonus opportunity under the Company's Management Incentive Compensation Plan, or
any comparable bonus under any predecessor or successor plan, including any
bonus or portion thereof that has been earned but deferred, or benefits; or
(iii) a forced relocation of the Executive outside the Greenville, South
Carolina metropolitan area; or (iv) a significant increase in the Executive'
travel requirements (collectively "Status Changes"); provided, however,
Executive must elect to terminate Executive's employment within two (2) years of
the Status Change on which Executive bases Executive's employment termination.

         1.15 "Normal Retirement Age" means Executive's 65th birthday.

         1.16 "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.

         1.17 "Rate" means the Moody's Aa corporate bond rate as reported by the
Society of Actuaries as of the effective date and updated on each December 31st
thereafter.

                                      -4-
<PAGE>

         1.18 "Termination of Employment" means the termination of the
Executive's employment with the Company and any of its subsidiaries or
affiliates. If the Executive is employed by a subsidiary or an affiliate, the
Executive shall also be deemed to incur a Termination of Employment if the
subsidiary or affiliate ceases to be such a subsidiary or an affiliate, as the
case may be, and the Executive does not immediately thereafter become an
employee of the Company or another subsidiary or affiliate. Temporary absences
from employment because of illness, vacation or leave of absence and transfers
among the Company and its subsidiaries and affiliates shall not be considered
Terminations of Employment.

         1.19 "Vesting Percentage" is the percentage of the accrual balance in
which the Executive is vested as determined in accordance with Schedule A.

         1.20 "Vesting Start Date" shall be February 15, 2000.

         1.21 "Year of Service" means a twelve-month continuous period of
employment or a portion of such period, including periods of authorized
vacation, authorized leave of absence and short-term disability leave, with the
Company or any of its affiliate or their predecessors or successors rounded up
to the nearest whole number commencing on the Vesting Start Date.

                                   Article 2
                                Lifetime Benefits

         2.1 Normal Retirement Benefit. Upon Termination of Employment (i) on or
after the Normal Retirement Age for reasons other than death, or (ii) upon
Termination of Employment without Cause within two years following a Change of
Control or (iii) upon Executive's Involuntary Termination, the Company shall pay
to the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.

                  2.1.1 Amount of Benefit. The annual benefit under this Section
         2.1 is an amount equal to Forty percent (40.0%) of the Benefit Basis,
         provided that in the event that the Executive has completed five Years
         of Service, the annual benefit under this Section 2.1 is an amount
         equal to Sixty percent (60.0%) of the Benefit Basis.

                  2.1.2 Payment of Benefit. The Company shall pay the annual
         benefit to the Executive in 12 equal monthly installments payable on
         the first day of each month commencing with the month following the
         Executive's Normal Retirement Date or, if earlier, upon Termination of
         Employment without Cause within two years following a Change of Control
         or upon Executive's Involuntary Termination, as the case may be. The
         annual benefit shall be paid to the Executive (a) for 180 months or (b)
         at the Executive's election on the Election Form attached as Exhibit A
         during the calendar year immediately preceding the year in which the
         Termination of Employment occurs, in a lump sum payment within 30 days
         following the Executive's Normal Retirement Date or, if earlier, upon
         Termination of Employment without Cause within two years following a
         Change of Control or upon Executive's Involuntary Termination, as the
         case may be, equal to the present value of the aggregate annual
         benefits that would have been payable to the Executive under clause (a)
         of this Section 2.1.2, assuming a discount rate equal to the Rate.

                                      -5-
<PAGE>

2.1.3    Benefit Increases. Commencing on the first anniversary of the first
         benefit payment, and continuing on each subsequent anniversary, the
         Company's Board of Directors, in its sole discretion, may increase the
         benefit.

         2.2 Early Retirement Benefit. Upon Termination of Employment on or
after Early Retirement Age but before Normal Retirement Age for reasons other
than (i) death, (ii) Disability, (iii) by the Company without Cause within two
years following a Change of Control or (iv) upon Executive's Involuntary
Termination, the Company shall pay to the Executive the benefit described in
this Section 2.2 in lieu of any other benefits under this Agreement.

                  2.2.1 Amount of Benefit. The annual benefit under this Section
         2.2 is an amount equal to the greater of (i) the product of (A) the sum
         of (x) Thirty percent (30.0%) and (y) Three percent (3.0%) for each
         Year of Service completed by the Executive after the Early Retirement
         Age and (B) the Benefit Basis or (ii) the benefit under Section 2.3;
         provided that in no event shall the amount payable under this Section
         2.2.1 be greater than the benefit set forth in Section 2.1.1.

                  2.2.2 Payment of Benefit. The Company shall pay the annual
         benefit to the Executive in 12 equal monthly installments payable on
         the first day of each month commencing with the month following the
         Normal Retirement Age. The annual benefit shall be paid to the
         Executive (a) for 180 months or (b) at the Executive's election on the
         Election Form attached as Exhibit A during the calendar year
         immediately preceding the year in which the Termination of Employment
         occurs, in a lump sum payment within 30 days following the Executive's
         Termination of Employment on or after Early Retirement Age but before
         Normal Retirement Age for reasons other than (i) death, (ii)
         Disability, (iii) by the Company without Cause within two years
         following a Change of Control or (iv) upon Executive's Involuntary
         Termination, as the case may be, equal to the present value of the
         aggregate annual benefits that would have been payable to the Executive
         under clause (a) of this Section 2.2.2, assuming a discount rate equal
         to the Rate.

                  2.2.3 Benefit Increases. Benefit payments may be increased as
         provided in Section 2.1.3.

         2.3 Early Termination Benefit. Upon Early Termination, the Company
shall pay to the Executive the benefit described in this Section 2.3 in lieu of
any other benefit under this Agreement.

                  2.3.1 Amount of Benefit. The benefit under this Section 2.3 is
         the Early Termination Annual Benefit set forth in Schedule A for the
         year ending immediately prior to the Early Termination Date.

                  2.3.2 Payment of Benefit. The Company shall pay the annual
         benefit to the Executive in 12 equal monthly installments payable on
         the first day of each month commencing with the month following the
         Normal Retirement Age. The annual benefit shall be paid to the
         Executive for 180 months.

                  2.3.3 Benefit Increases. Benefit payments may be increased as
         provided in Section 2.1.3.

                                      -6-
<PAGE>

         2.4 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.4 in lieu of any other benefit
under this Agreement.

                  2.4.1 Amount of Benefit. If the Executive terminates
         employment due to Disability prior to Normal Retirement Age, but after
         Early Retirement Age, the benefit under this Section 2.4 shall be the
         annual benefit set forth in Section 2.2.1. If the Executive terminates
         employment due to Disability prior to Early Retirement Age, the benefit
         under this Section 2.4 is the Disability Annual Benefit set forth in
         Schedule A for the year ending immediately prior to the Early
         Termination Date.

                  2.4.2 Payment of Benefit. The Company shall pay the annual
         benefit amount to the Executive in 12 equal monthly installments
         payable on the first day of each month commencing with the month
         following the Termination of Employment. The annual benefit shall be
         paid to the Executive for 180 months.

                  2.4.3 Benefit Increases. Benefit payments may be increased as
         provided in Section 2.1.3.

                                   Article 3
                                 Death Benefits

         3.1 Death During Active Service. If the Executive dies while in the
active service of the Company, the Company shall pay to the Executive's
beneficiary the benefit described in this Section 3.1. This benefit shall be
paid in lieu of the Lifetime Benefits of Article 2.

                  3.1.1 Amount of Benefit. The annual benefit under this Section
         3.1 is equal to the Disability Annual Benefit described in Section
         2.4.1.

                  3.1.2 Payment of Benefit. The Company shall pay the annual
         benefit to the Executive's beneficiary in 12 equal monthly installments
         payable on the first day of each month commencing with the month
         following the Executive's death. The annual benefit shall be paid to
         the Executive's beneficiary for 180 months.

         3.2 Death During Benefit Period. If the Executive dies after the
benefit payments have commenced under this Agreement but before receiving all
such payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

         3.3 Death After Termination of Employment But Before Benefit Payments
Commence. If the Executive is entitled to benefit payments under this Agreement,
but dies prior to the commencement of said benefit payments, the Company shall
pay to the Executive's beneficiary the benefit payments that the Executive was
entitled to prior to death except that the benefit payments shall commence on
the first day of the month following the date of the Executive's death.

                                      -7-
<PAGE>

                                   Article 4
                                  Beneficiaries

         4.1 Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with the Company. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Company during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

         4.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person. The Company may require proof
of incapacity, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.

                                   Article 5
                               General Limitations

         5.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Executive's employment for Cause.

         5.2 Suicide or Misstatement. The Company shall not pay any benefit
under this Agreement if the Executive commits suicide within two years after the
date of this Agreement.

                                   Article 6
                          Claims and Review Procedures

         6.1 Claims Procedure. The Company shall notify any person or entity
that makes a claim against the Agreement (the "Claimant") in writing, within 90
days of Claimant's written application for benefits, of his or her eligibility
or noneligibility for benefits under the Agreement. If the Company determines
that the Claimant is not eligible for benefits or full benefits, the notice
shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the Claimant
to perfect his or her claim, and a description of why it is needed, and (4) an
explanation of the Agreement's claims review procedure and other appropriate
information as to the steps to be taken if the Claimant wishes to have the claim
reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Company shall notify the
Claimant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional 90 days.

                                      -8-
<PAGE>

         6.2 Review Procedure. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within 60 days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by the Company of the petition, the Company shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to the Company verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing within the 60-day period, stating
specifically the basis of its decision, written in a manner calculated to be
understood by the Claimant and the specific provisions of the Agreement on which
the decision is based. If, because of the need for a hearing, the 60-day period
is not sufficient, the decision may be deferred for up to another 60 days at the
election of the Company, but notice of this deferral shall be given to the
Claimant.

                                   Article 7
                           Amendments and Termination

         This Agreement may not be amended or modified other than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.

                                   Article 8
                                  Miscellaneous

         8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.

         8.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

         8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

         8.4 Successors. This Agreement is personal to the Executive, and,
without the prior written consent of the Company, shall not be assignable by the
Executive other than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. Subject to the
following sentences of this Section 8.4, this Agreement shall not be assignable
by the Company without the prior written consent of the Executive. The Company
will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. "Company" means the Company as

                                      -9-
<PAGE>

hereinbefore defined and any successor to its business and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of law
or otherwise.

         8.5 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         8.6 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of South Carolina, without regard to
principles of conflicts of laws.

         8.7 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors.

         8.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein. From and after the Effective Date, this Agreement
shall supersede any other agreement between the parties with respect to the
subject matter hereof including without limitation the Supplemental Executive
Benefit Agreement between the Executive and the Company dated as of December 15,
2000 (the "Prior Agreement").

         8.9 Administration and Recordkeeping Authority. Except as otherwise
specifically provided herein, the Company shall have the sole responsibility for
and the sole control of the operation, administration, and recordkeeping of this
Agreement and shall have the power and authority to take all action and to make
all decisions and interpretations that may be necessary or appropriate in order
to administer and operate the Agreement, including, without limiting the
generality of the foregoing, the power, duty, and responsibility to:

         (i)      Resolve and determine all disputes or questions arising under
                  the Agreement, including the power to determine the rights of
                  the Participant and beneficiaries and their respective
                  benefits, and to remedy any ambiguities, inconsistencies, or
                  omissions in the Agreement;

         (ii)     Adopt such rules of procedure and regulations as in its
                  opinion may be necessary for the proper and efficient
                  administration of the Agreement and as are consistent with the
                  Agreement;

         (iii)    Implement the Agreement in accordance with its terms;

         (iv)     Establish and revise the method of accounting for the
                  Agreement; and

         (v)      Maintain a record of benefit payments.

         8.10 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan

                                      -10-
<PAGE>

including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

         8.11 Captions. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

         8.12 Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

         IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE:                                 COMPANY:
                                           THE SOUTH FINANCIAL GROUP, INC.

/s/ Kendall L. Spencer                     By:  /s/ Mary A. Jeffrey
-------------------------------                -------------------------------
Kendall L. Spencer                                Mary A. Jeffrey
                                           Title: Executive Vice President
                                                  Director - Human Resources







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<PAGE>


                             BENEFICIARY DESIGNATION

                            THE SOUTH FINANCIAL GROUP
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                               KENDALL L. SPENCER

I designate the following as beneficiary of any death benefits under this
Supplemental Executive Retirement Agreement:

Primary:
        ------------------------------------------------------------------------

--------------------------------------------------------------------------------



Contingent:
           ---------------------------------------------------------------------

--------------------------------------------------------------------------------



Note:  To name a trust as beneficiary, please provide the name of the trustee(s)
       and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature:
           ---------------------------------------------------

Date:
      --------------------------------------------------------



Accepted by the Company this ____ day of ____________, 2003.

By:
    ----------------------------------------------------------

Title:
       -------------------------------------------------------



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                             SCHEDULE A CALCULATIONS
                            THE SOUTH FINANCIAL GROUP
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

To determine the Executive's Early Termination Benefit or Disability Retirement
Benefit for the year of the Termination of Employment, the following
calculations shall be made:

         1.       Project the Benefit Basis as of Normal Retirement Age by
                  increasing the Benefit Basis as of the Executive's date of
                  Termination of Employment by 5% per year, compounded annually,
                  until Normal Retirement Age (the "Projected Retirement Benefit
                  Basis").

         2.       Multiply the Projected Retirement Benefit Basis by the
                  applicable percentage set forth in 2.1.1 (the product, "Annual
                  Projected Retirement Benefit").

         3.       Calculate the discounted value at Normal Retirement Age of the
                  aggregate Annual Projected Retirement Benefit that would have
                  been paid to the Executive in equal monthly installments over
                  the 180-month period immediately following the Normal
                  Retirement Date, by using the Rate, compounded monthly (such
                  discounted value, the "Lump Sum Projected Retirement
                  Benefit").

         4.       Calculate the aggregate amount that has accrued through the
                  end of the year ending immediately prior to the date of the
                  Executive's Termination of Employment (including the amount of
                  the Executive's Accrual Balance under the Prior Agreement as
                  of the Effective Date as set forth on Schedule B) by accruing
                  each month from the Effective Date through Normal Retirement
                  Age, with interest on such amounts calculated monthly at the
                  Rate, in order to accumulate to the Lump Sum Projected
                  Retirement Benefit as of the Normal Retirement Date (the
                  "Accrual Balance").

In the case of Early Termination Benefit:

         5.       Multiply the Accrual Balance by 10% per Year of Service,
                  subject to a maximum of 100% (the "Vested Accrual Balance").

         6.       Increase the Vested Accrual Balance by the Rate, compounded
                  monthly, to the Normal Retirement Age (the "Inflated Vested
                  Accrual Balance").

         7.       Calculate a fixed annuity which is payable in 180 equal
                  monthly installments, crediting interest on the unpaid balance
                  of the Inflated Vested Accrual Balance at the Rate, compounded
                  monthly.


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In the case of Disability Retirement Benefit:

         8.       The Disability Annual Benefit amount is determined by
                  calculating a fixed annuity which is payable in 180 equal
                  monthly installments, crediting interest on the unpaid balance
                  of the Accrual Balance at the Rate, compounded monthly.

























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                             SCHEDULE B CALCULATIONS
                            THE SOUTH FINANCIAL GROUP
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                               KENDALL L. SPENCER



Accrual Balance under Prior Agreement as of June 30, 2003:    $41,225




























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