**CERTIFICATION**

 

I, James R.        Gordon, certify that:

 

|   | 1. I have reviewed this quarterly report on Form 10-Q of The                        South Financial Group, Inc.; |
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2. Based on my knowledge, this report does not contain any untrue statement        of a material fact or omit to state a material fact necessary to make the statements made,        in light of the circumstances under which such statements were made, not misleading with        respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial        information included in this report, fairly present in all material respects the financial        condition, results of operations and cash flows of the registrant as of, and for, the        periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible        for establishing and maintaining disclosure controls and procedures (as defined in Exchange        Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as        defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and        have:

 

(a) designed such disclosure controls and procedures, or caused such        disclosure controls and procedures to be designed under our supervision, to ensure that        material information relating to the registrant, including its consolidated subsidiaries,        is made known to us by others within those entities, particularly during the period in        which this report is being prepared;

         

(b) designed such internal control over financial reporting, or caused such        internal control over financial reporting to be designed under our supervision, to provide        reasonable assurance regarding the reliability of financial reporting and the preparation        of financial statements for external purposes in accordance with generally accepted        accounting principles;

         

(c) evaluated the effectiveness of the registrant’s disclosure        controls and procedures and presented in this report our conclusions about the        effectiveness of the disclosure controls and procedures, as of the end of the period        covered by this report based on such evaluation;

         

(d) disclosed in this report any change in the registrant’s internal        control over financial reporting that occurred during the registrant’s most recent        fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual        report) that has materially affected, or is reasonably likely to materially affect, the        registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed,        based on our most recent evaluation of internal control over financial reporting, to the        registrant’s auditors and the audit committee of registrant’s board of        directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or        operation of internal control over financial reporting which are reasonably likely to        adversely affect the registrant’s ability to record, process, summarize and report        financial information; and

         

b) any fraud, whether or not material, that involves management or other        employees who have a significant role in the registrant’s internal control over        financial reporting.

 

Date:        November 6, 2008

 

|   | */s/ James R. Gordon* |
|--------|-----------------------|

|   | James R. Gordon |
|--------|-----------------|

|   | Senior Executive Vice President and Chief Financial                        Officer |
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          (Principal Financial        Officer)