NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
                  TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT

                                 NONCOMPETITION,
                       SEVERANCE AND EMPLOYMENT AGREEMENT
                                     Between
             THE SOUTH FINANCIAL GROUP, INC. and Kendall L. Spencer


         This Noncompetition, Severance and Employment Agreement (this
"Agreement") is made and entered into as of this ____ day of _________, 2002, 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.


                               W I T N E S S E T H

         WHEREAS the Company's Board of Directors (the "Board") believes that
the Executive has been instrumental in the success of the Company since its
inception in 1986;

         WHEREAS the Company desires to continue to employ the Executive as
Executive Vice President, Director of Retail Banking of the Company and in such
other capacities as the Executive is currently employed as of the date hereof;

         WHEREAS the terms hereof are consistent with the executive compensation
objectives of the Company as established by the Board;

         WHEREAS the Executive is willing to accept the employment contemplated
herein under the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

         1. Employment. Subject to the terms and conditions hereof, the Company
hereby employs the Executive and Executive hereby accepts such employment as the
Executive Vice President, Director of Retail Banking of the Company having such
duties and responsibilities as are set forth in Section 3 below.

         2. Definitions. For purposes of this Agreement, the following terms
shall have the meanings specified below.



<PAGE>

         "Cause" shall mean: (i) fraud; (ii) embezzlement; (iii) conviction of
the Executive of any felony; (iv) dereliction of duties; or (v) a material
breach of, or the wilful failure or refusal by the Executive to perform and
discharge the Executive's duties, responsibilities and obligations under this
Agreement; (vi) any act of moral turpitude or wilful misconduct by the Executive
intended to result in personal enrichment of the Executive at the expense of the
Company, or any of its affiliates or which has a material adverse impact on the
business or reputation of the Company or any of its affiliates (such
determination to be made by the Board in its reasonable judgment); (vii)
intentional material damage to the property or business of the Company; (viii)
gross negligence; or (ix) the ineligibility of the Executive to perform his
duties because of a ruling, directive or other action by any agency of the
United States or any state of the United States having regulatory authority over
the Company.

         "Change in Control" shall mean:

                  (i) The acquisition, directly or indirectly, by any Person of
         securities of the Company (not including in the securities beneficially
         owned by such Person any securities acquired directly from the Company)
         representing an aggregate of 20% or more of the combined voting power
         of the Company's then outstanding voting securities other than an
         acquisition by:

                           (A) any employee plan established by the Company;

                           (B)      the Company or any of its affiliates (as
                                    defined in Rule 12b-2 promulgated under the
                                    Exchange Act);

                           (C)      an underwriter temporarily holding
                                    securities pursuant to an offering of such
                                    securities;

                           (D)      a corporation owned, directly or indirectly,
                                    by stockholders of the Company in
                                    substantially the same proportions as their
                                    ownership of the Company; or

                           (E)      merger, consolidation, or similar
                                    transaction of the Company with any other
                                    corporation which is duly approved by the
                                    stockholders of the Company;


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<PAGE>


                  (ii) During any period of up to two consecutive years,
         individuals who, at the beginning of such period, constitute the Board
         cease for any reason to constitute at least a majority thereof,
         provided that any person who becomes a director subsequent to the
         beginning of such period and whose nomination for election is approved
         by at least two-thirds of the directors then still in office who either
         were directors at the beginning of such period or whose election or
         nomination for election was previously so approved (other than a
         director (A) whose initial assumption of office is in connection with
         an actual or threatened election contest relating to the election of
         the directors of the Company, as such terms are used in Rule 14a-11 of
         Regulation 14A under the Exchange Act, or (B) who was designated by a
         Person who has entered into an agreement with the Company to effect a
         transaction described in clause (i), (iii) or (iv) hereof) shall be
         deemed a director as of the beginning of such period;

                  (iii) The stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation other than (A)
         a merger or consolidation that would result in the voting securities of
         the Company outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity or any parent thereof), in
         combination with the ownership of any trustee or other fiduciary
         holding securities under an employee benefit plan of any Company, at
         least 51% of the combined voting power of the voting securities of the
         Company or such surviving entity or any parent thereof outstanding
         immediately after such merger or consolidation, or (B) a merger or
         consolidation effected to implement a recapitalization of the Company
         (or similar transaction) in which no Person is or becomes the
         beneficial owner (as defined in clause (i) above), directly or
         indirectly, of securities of the Company (not including in the
         securities beneficially owned by such Person any securities acquired
         directly from the Company) representing 25% or more of the combined
         voting power of the Company's then outstanding voting securities; or
         (C) a plan of complete liquidation of the Company or an agreement for
         the sale or disposition of the Company of all or substantially all of
         the Company's assets; or

                  (iv) The occurrence of any other event or circumstance which
         is not covered by (i) through (iii) above which the Board determines
         affects control of the Company and, in order to implement the purposes
         of this Agreement as set forth above, adopts a resolution that such
         event or circumstance constitutes a Change in Control for the purposes
         of this Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor statute, rule or regulation of similar effect.

         "Confidential Information" shall mean all business and other
information relating to the business of the Company, including without
limitation, technical or nontechnical data, programs, methods, techniques,
processes, financial data, financial plans, product plans, and lists of actual
or potential customers, which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other Persons, and (ii) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy or confidentiality. Such
information and compilations of information shall be contractually subject to
protection under this Agreement whether or not such information constitutes a

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<PAGE>

trade secret and is separately protectable at law or in equity as a trade
secret. Confidential Information does not include confidential business
information which does not constitute a trade secret under applicable law two
years after any expiration or termination of this Agreement.

         "Disability" or "Disabled" shall mean the Executive's inability as a
result of physical or mental incapacity to substantially perform Executive's
duties for the Company on a full-time basis, with or without accommodation, for
a period of six (6) months.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Involuntary Termination" shall mean the termination of Executive's
employment by the Executive following a Change in Control which, in the sole
judgment of the Executive, is due to (i) a change of the Executive's
responsibilities, position (including status as Executive Vice President,
Director of Retail Banking of the Company, its successor or ultimate parent
entity, office, title, reporting relationships or working conditions), authority
or duties (including changes resulting from the assignment to the Executive of
any duties inconsistent with Executive's positions, duties or responsibilities
as in effect immediately prior to the Change in Control); or (ii) a change in
the terms or status (including the termination date) of this Agreement; or (iii)
a reduction in the Executive's compensation or benefits; or (iv) a forced
relocation of the Executive outside the Jacksonville, Florida metropolitan area;
or (v) a significant increase in the Executive's 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.

         "Person" shall mean any individual, corporation, bank, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or other entity.

         "Voluntary Termination" shall mean the termination by Executive of
Executive's employment following a Change in Control which is not the result of
any of clauses (i) through (v) set forth in the definition of Involuntary
Termination above.

         3. Duties. During the Term hereof, the Executive shall have such duties
and authority as are typical of the Executive Vice President, Director of Retail
Banking of a company such as the Company, including, without limitation, those
specified in the Company's Bylaws. Executive agrees that during the Term hereof,
he will devote Executive's full time, attention and energies to the diligent
performance of Executive's duties. Executive shall not, without the prior
written consent of the Company, at any time during the Term hereof (i) accept
employment with, or render services of a business, professional or commercial
nature to, any Person other than the Company, (ii) engage in any venture or
activity which the Company may in good faith consider to be competitive with or
adverse to the business of the Company or of any affiliate of the Company,
whether alone, as a partner, or as an officer, director, employee or shareholder
or otherwise, except that the ownership of not more than 5% of the stock or
other equity interest of any publicly traded corporation or other entity shall

                                       4
<PAGE>

not be deemed a violation of this Section, or (iii) engage in any venture or
activity which the Board may in good faith consider to interfere with
Executive's performance of Executive's duties hereunder.

         4. Term. Unless earlier terminated as provided herein, the Executive's
employment hereunder shall be for a term of three years (the "Term") commencing
on the date hereof.

         5. Termination. This Agreement may be terminated as follows:

                  5.1 The Company. The Company shall have the right to terminate
         Executive's employment hereunder at any time during the Term hereof (i)
         for Cause, (ii) if the Executive becomes Disabled, (iii) upon the
         Executive's death, or (iv) without Cause.

                           5.1.1 If the Company terminates Executive's
                  employment under this Agreement pursuant to clauses (i), (ii)
                  or (iii) of Section 5.1, the Company's obligations hereunder
                  shall cease as of the date of termination; provided, however,
                  if Executive is terminated for Cause after a Change in
                  Control, then such termination shall be treated as a Voluntary
                  Termination as contemplated in and subject to the terms of
                  Section 5.2.3 below without the application of Section 5.2.4
                  below.

                           5.1.2 If the Company terminates Executive pursuant to
                  clause (iv) of Section 5.1 and there has been a Change in
                  Control, Executive shall be entitled to receive immediately in
                  a lump sum as severance upon such termination, aggregate
                  compensation and benefits provided in Section 6 equal to two
                  times Executive's annual compensation being paid at the time
                  of termination. If the Company terminates Executive pursuant
                  to clause (iv) of Section 5.1 and in the absence of a Change
                  in Control, Executive shall be entitled to receive immediately
                  in a lump sum as severance upon such termination, an amount
                  equal to the compensation and benefits that would otherwise be
                  provided to Executive in Section 6 hereof for the remaining
                  Term of this Agreement with a minimum of one times Executive's
                  annual compensation being paid at the time of termination. For
                  purposes of determining bonus compensation under Section 6, if
                  any, which is not fixed, the annual amount of such unfixed
                  compensation shall be deemed to be equal to the average of
                  such compensation over the three year period immediately prior
                  to the termination. If the Executive has not been employed by
                  the Company for at least three years, the annual amount of
                  such unfixed bonus compensation, if any, shall be deemed to be
                  equal to the average of such compensation over the period of
                  time the Executive was employed by the Company immediately
                  prior to the termination. In the event the Executive has been
                  employed by the Company less than one year, the annual amount
                  of such bonus compensation shall be deemed to be equal to the
                  target bonus amount, if any, for the year in which such
                  termination occurs.

                           5.1.3 In the event of such termination pursuant to
                  clause (iv) of Section 5.1, (A) all rights of Executive
                  pursuant to awards of share grants or options granted by the
                  Company shall be deemed to have vested and shall be released
                  from all conditions and restrictions, except for restrictions
                  on transfer pursuant to the Securities Act of 1933, as

                                       5
<PAGE>

                  amended, and (B) the Executive shall be deemed to be credited
                  with service with the Company for such remaining Term for the
                  purposes of the Company's benefit plans; (C) the Executive
                  shall be deemed to have retired from the Company and shall be
                  entitled as of the termination date, or at such later time as
                  he may elect to commence receiving the total combined
                  qualified and non-qualified retirement benefit to which he is
                  entitled hereunder, or Executive's total non-qualified
                  retirement benefit hereunder if under the terms of the
                  Company's qualified retirement plan for salaried employees he
                  is not entitled to a qualified benefit, and (D) if any
                  provision of this Section 5.1.3 cannot, in whole or in part,
                  be implemented and carried out under the terms of the
                  applicable compensation, benefit, or other plan or arrangement
                  of the Company because the Executive has ceased to be an
                  actual employee of the Company, because the Executive has
                  insufficient or reduced credited service based upon
                  Executive's actual employment by the Company, because the plan
                  or arrangement has been terminated or amended after the
                  effective date of this Agreement, or because of any other
                  reason, the Company itself shall pay or otherwise provide the
                  equivalent of such rights, benefits and credits for such
                  benefits to Executive, Executive's dependents, beneficiaries
                  and estate. Subject to applicable legal limits to the
                  contrary, including, without limitation, limits applicable to
                  incentive stock options under the Code, in the event of
                  termination pursuant to clause (iv) of Section 5.1, Executive
                  shall have three (3) years from the date of such termination
                  to exercise any outstanding stock options.

                  5.2 By Executive. Executive shall have the right to terminate
         Executive's employment hereunder if (i) the Company materially breaches
         this Agreement and such breach is not cured within 30 days after
         written notice of such breach is given by Executive to the Company;
         (ii) there is a Voluntary Termination; or (iii) there is an Involuntary
         Termination.

                           5.2.1 If Executive terminates Executive's employment
                  other than pursuant to clauses (i), (ii) or (iii) of Section
                  5.2, the Company's obligations under this Agreement shall
                  cease as of the date of such termination.

                          5.2.2 If Executive terminates Executive's employment
                  hereunder pursuant to clause (i) of Section 5.2 and there has
                  been a Change in Control, or pursuant to clause (iii) of
                  Section 5.2, Executive shall be entitled to receive
                  Executive's base salary and other benefits due Executive
                  through the termination date, less applicable taxes and other
                  deductions, and receive immediately in a lump sum as
                  severance, aggregate compensation and benefits provided in
                  Section 6 equal to two times Executive's annual compensation
                  being paid at the time of termination. If the Executive
                  terminates Executive's employment pursuant to clause (i) of
                  Section 5.2 and in the absence of a Change in Control,
                  Executive shall be entitled to receive immediately in a lump

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<PAGE>

                  sum as severance upon such termination, an amount equal to one
                  times Executive's annual compensation being paid at the time
                  of termination. For purposes of determining bonus compensation
                  under Section 6, if any, which is not fixed, the annual amount
                  of such unfixed compensation shall be deemed to be equal to
                  the average of such compensation over the three year period
                  immediately prior to the termination. If the Executive has not
                  been employed by the Company for at least three years, the
                  annual amount of such unfixed bonus compensation , if any,
                  shall be deemed to be equal to the average of such
                  compensation over the period of time the Executive was
                  employed by the Company immediately prior to the termination.
                  In the event the Executive has been employed by the Company
                  less than one year, the annual amount of such bonus
                  compensation shall be deemed to be equal to the target bonus
                  amount, if any, for the year in which such termination occurs.

                           5.2.3 If Executive terminates Executive's employment
                  pursuant to clause (ii) of Section 5.2 and there has been a
                  Change in Control, Executive shall be entitled to receive
                  Executive's base salary and other benefits due Executive
                  through the termination date less applicable taxes and other
                  deductions and receive immediately in a lump sum as severance
                  aggregate compensation and benefits provided in Section 6
                  equal to one times Executive's annual compensation being paid
                  at the time of Voluntary Termination. For purposes of
                  determining bonus compensation under Section 6, if any, which
                  is not fixed, the annual amount of such unfixed compensation
                  shall be deemed to be equal to the average of such
                  compensation over the three year period immediately prior to
                  the termination. If the Executive has not been employed by the
                  Company for at least three years, the annual amount of such
                  unfixed bonus compensation, if any, shall be deemed to be
                  equal to the average of such compensation over the period of
                  time the Executive was employed by the Company immediately
                  prior to the termination. In the event the Executive has been
                  employed by the Company less than one year, the annual amount
                  of such bonus compensation shall be deemed to be equal to the
                  target bonus amount, if any, for the year in which such
                  termination occurs.

                           5.2.4 In addition, in the event of such termination
                  pursuant to any of clauses (i) through (iii) of this Section
                  5.2, (A) all rights of Executive pursuant to awards of share
                  grants or options granted by the Company shall be deemed to
                  have vested and shall be released from all conditions and
                  restrictions, except for restrictions on transfer pursuant to
                  the Securities Act of 1933, as amended, and (B) the Executive
                  shall be deemed to be credited with service with the Company
                  for such remaining Term for the purposes of the Company's
                  benefit plans, and (C) the Executive shall be deemed to have
                  retired from the Company and shall be entitled as of the
                  termination date, or at such later time as he may elect to
                  commence receiving the total combined qualified and
                  non-qualified retirement benefit to which he is entitled
                  hereunder, or Executive's total non-qualified retirement
                  benefit hereunder if under the terms of the Company's
                  qualified retirement plan for salaried employees he is not
                  entitled to a qualified benefit, and (D) if any provision of
                  this Section 5.2.4 cannot, in whole or in part, be implemented
                  and carried out under the terms of the applicable
                  compensation, benefit, or other plan or arrangement of the
                  Company because the Executive has ceased to be an actual
                  employee of the Company, because the Executive has
                  insufficient or reduced credited service based upon

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<PAGE>

                  Executive's actual employment by the Company, because the plan
                  or arrangement has been terminated or amended after the
                  effective date of this Agreement, or because of any other
                  reason, the Company itself shall pay or otherwise provide the
                  equivalent of such rights, benefits and credits for such
                  benefits to Executive, Executive's dependents, beneficiaries
                  and estate. Subject to applicable legal limits to the contrary
                  including, without limitation, limits applicable to incentive
                  stock options under the Code, in the event of termination
                  pursuant to clauses (i) through (iii) of Section 5.2,
                  Executive shall have three (3) years from the date of such
                  termination to exercise any outstanding stock options.

         6. Compensation. In consideration of Executive's services and covenants
hereunder, Company shall pay to Executive the compensation and benefits
described below (which compensation shall be paid in accordance with the normal
compensation practices of the Company and shall be subject to such deductions
and withholdings as are required by law or policies of the Company in effect
from time to time, provided that Executive's salary pursuant to Section 6.1
shall be payable not less frequently than monthly):

                  6.1 Annual Salary. During the Term hereof, the Company shall
         pay to Executive a base established by the Board which for the first
         year of the Term shall be not less than the highest annual salary rate
         of the Executive for the past three years. Executive's salary will be
         reviewed by the Board at the beginning of each of its fiscal years and,
         in the sole discretion of the Board, may be increased for such year.

                  6.2 Annual Incentive Bonus. During the Term hereof, the Board
         may pay to Executive an annual incentive cash bonus in accordance with
         the terms of the Short Term Incentive Compensation Plan.

                  6.3 Long Term Incentive Compensation Plan. During the Term
         hereof, the Board may pay to Executive long term incentive cash bonuses
         in accordance with the Long Term Incentive Compensation Plan.

                  6.4   Supplemental Executive Benefit Plan. During the Term
         hereof, Executive shall be entitled to participate in The South
         Financial Group Supplemental Executive Benefit Plan.

                  6.5 Stock Options and Restricted Stock. During the Term
         hereof, the Board shall grant Executive options to purchase Company
         Common Stock and restricted stock in accordance with the terms of the
         Company's Long Term Incentive Compensation Plan.

                  6.6 Other Benefits. Executive shall be entitled to share in
         any other employee benefits generally provided by the Company to
         executives in similar positions for so long as the Company provides
         such benefits. Executive shall also be entitled to participate in all
         other benefits accorded general Company employees.

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         7. Excess Parachute Payments. It is the intention of the parties hereto
that the severance payments and other compensation provided for herein are
reasonable compensation for Executive's services to the Company and shall not
constitute "excess parachute payments" within the meaning of Section 280G of the
Code and any regulations thereunder. In the event that the Company's independent
accountants acting as auditors for the Company on the date of a Change in
Control determine that the payments provided for herein constitute "excess
parachute payments," then the compensation payable hereunder shall be reduced to
the point that such compensation shall not qualify as "excess parachute
payments."

        8. Confidentiality. Executive shall hold in a fiduciary capacity for
the benefit of the Company all Confidential Information relating to the Company
or any of its affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment by the
Company or any of its affiliated companies. After termination of Executive's
employment with the Company for any reason, the Executive shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. Upon the termination
or expiration of Executive's employment hereunder, Executive agrees to deliver
promptly to the Company all Company files, customer lists, management reports,
memoranda, research, Company forms, financial data and reports and other
documents supplied to or created by Executive in connection with Executive's
employment hereunder (including all copies of the foregoing) in Executive's
possession or control and all of the Company's equipment and other materials in
Executive's possession or control. In no event shall an asserted violation of
the provisions of this Section 8 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

         9. Noncompetition and Nonsolicitation Agreement. If this Agreement is
terminated by the Company pursuant to Section 5.1(iv), or by Executive pursuant
to Section 5.2(i) or Section 5.2.1, Executive shall not enter into an employment
relationship or a consulting arrangement with any other bank, thrift, lending or
financial institution of any type headquartered or having a physical presence in
the State of South Carolina, or any county in the States of Florida or North
Carolina in which the Company or its affiliates has a physical presence or
conducts business operations (hereinafter a "competitor") within one year of the
date of the termination of employment (the "Noncompete Period"). The obligations
contained in this Section 9 shall not prohibit Executive from being an owner of
not more than 5% of the outstanding stock of any class of a corporation which is
publicly traded, so long as Executive has no active participation in the
business of such corporation. In the event that Executive's employment is
terminated for any reason following a Change in Control (whether by the Company
or Executive), it is expressly acknowledged that there shall be no limitation on
any activity of Executive, including direct competition with the Company or its
successor, and Company shall not be entitled to injunctive relief with respect
to any such activities of Executive.

                  9.1 During the Noncompete Period, Executive shall not directly
         or indirectly through another entity, including but not limited to a
         competitor, (i) induce or attempt to induce any employee of Company to
         leave the employ of Company or in any way interfere with the
         relationship between Company and any employee thereof, (ii) hire any
         person who was an employee of Company or any subsidiary at any time
         during the time that Executive was employed by Company, or (iii) induce
         or attempt to induce any customer, supplier, or other entity in a

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         business relation with Company to cease doing business with Company, or
         in any way interfere with the relationship between any such customer,
         supplier, or business relation and Company or do business with a
         competitor.

                  9.2 If, at the time of enforcement of this Section 9, a court
         shall hold that the duration, scope or area restrictions stated herein
         are unreasonable under circumstances then existing, the parties agree
         that the maximum duration, scope or area reasonable under such
         circumstances shall be substituted for the stated duration, scope or
         area and that the court shall be allowed to revise the restrictions
         contained herein to cover the maximum period, scope and area permitted
         by law. Executive agrees that the restrictions contained in this
         Section 9 are reasonable.

                 9.3 In the event of the breach or a threatened breach by
         Executive of any of the provisions of this Section 9, Company, in
         addition and supplementary to other rights and remedies existing in its
         favor, may apply to any court of law or equity of competent
         jurisdiction for specific performance and/or injunctive or other relief
         in order to enforce or prevent any violations of the provisions hereof
         (without posting a bond or other security). In addition, in the event
         of an alleged breach or violation by Executive of this Section 9, the
         Noncompete Period shall be tolled until such breach or violation has
         been duly cured.

         10. Trust. Notwithstanding anything to the contrary in this Agreement,
in lieu of direct payments to the Executive under Section 5 of the Agreement the
Company shall establish an irrevocable trust to fund and pay Executive the
maximum amount of obligations which could reasonably be expected to become
payable hereunder under any circumstances (which may be a "rabbi trust" if so
requested by Executive), which trust (i) shall have as trustee an individual
acceptable to Executive, (ii) shall be fully funded upon the earlier of a Change
in Control or the approval of any regulatory application filed by a potential
acquiror of the Company seeking to acquire control of the Company, and (iii)
shall contain such other terms and conditions as are reasonably necessary in
Executive's determination to ensure the Company's compliance with its
obligations hereunder.

         11. Assignment. The parties acknowledge that this Agreement has been
entered into due to, among other things, the special skills of Executive, and
agree that this Agreement may not be assigned or transferred by Executive, in
whole or in part, without the prior written consent of Company.



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         12. Notices. All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail postage prepaid:

                  To the Company:           The South Financial Group, Inc.
                                            Poinsett Plaza
                                            104 South Main Street
                                            Greenville, South Carolina 29601
                                            Attn: Mary A. Jeffrey

                  To Executive:             Kendall L. Spencer
                                            13840 Admirals Bend
                                            Jacksonville, FL 32225

Any party may change the address to which notices, requests, demands, and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

         13. Provisions Severable. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

         14. Remedies in the Absence of a Change in Control. The terms of this
Section 14 will apply in the absence of a Change in Control.

                  14.1 The Executive acknowledges that if he breaches or
         threatens to breach Executive's covenants and agreements in this
         Agreement, such actions may cause irreparable harm and damage to the
         Company which could not be compensated in damages. Accordingly, if
         Executive breaches or threatens to breach this Agreement, the Company
         shall be entitled to injunctive relief, in addition to any other rights
         or remedies of the Company.

                  14.2 All claims, disputes and other matters in question
         between the Executive and the Company arising out of or related to the
         interpretation of this Agreement or the breach of this Agreement,
         except as specifically governed by the foregoing provisions where there
         may be irreparable harm and damage to the Company which could not be
         compensated in damages, shall be decided by arbitration in accordance
         with the rules of the American Arbitration Association. This agreement
         to arbitrate shall be specifically enforceable under applicable law in
         any court having jurisdiction. The award rendered by the arbitrator
         shall be final and judgment may be entered upon it in accordance with
         the applicable law of any court having jurisdiction thereof.


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<PAGE>

                  14.3 In the event that the Executive is reasonably required to
         engage legal counsel to enforce Executive's rights hereunder against
         the Company, Executive shall be entitled to receive from the Company
         Executive's reasonable attorneys' fees and costs; provided that
         Executive shall not be entitled to receive those fees and costs related
         to matters, if any, which were the subject of litigation and with
         respect to which a judgment is rendered against Executive.

         15. Remedies in the Event of a Change in Control. The terms of this
Section 15 shall apply in the event of a Change in Control.

                  15.1 The Executive acknowledges that if he breaches or
         threatens to breach Executive's covenants and agreements in this
         Agreement, such actions may cause irreparable harm and damage to the
         Company which could not be compensated in damages. Accordingly, if
         Executive breaches or threatens to breach this Agreement, the Company
         shall be entitled to injunctive relief, in addition to any other rights
         or remedies of the Company. All claims, disputes and other matters in
         question between the Executive and the Company arising out of or
         related to the interpretation of this Agreement or the breach of this
         Agreement shall be decided under and governed by the laws of the State
         of South Carolina.

                  15.2 The Company is aware that upon the occurrence of a Change
         in Control, the Board or a stockholder of the Company may then cause or
         attempt to cause the Company to refuse to comply with its obligations
         under this Agreement, or may cause or attempt to cause the Company to
         institute, or may institute, litigation seeking to have this Agreement
         declared unenforceable, or may take, or attempt to take, other action
         to deny the Executive the benefits intended under this Agreement. In
         these circumstances, the purpose of this Agreement could be frustrated.
         It is the intent of the parties that the Executive not be required to
         incur the legal fees and expenses associated with the protection or
         enforcement of Executive's rights under this Agreement by litigation or
         other legal action because such costs would substantially detract from
         the benefits intended to be extended to the Executive hereunder, nor be
         bound to negotiate any settlement of Executive's rights hereunder under
         threat of incurring such costs. Accordingly, if at any time after a
         Change in Control, it should appear to the Executive that the Company
         is or has acted contrary to or is failing or has failed to comply with
         any of its obligations under this Agreement for the reason that it
         regards this Agreement to be void or unenforceable or for any other
         reason, or that the Company has purported to terminate Executive's
         employment for cause or is in the course of doing so in either case
         contrary to this Agreement, or in the event that the Company or any
         other person takes any action to declare this Agreement void or
         unenforceable, or institutes any litigation or other legal action
         designed to deny, diminish or to recover from the Executive the
         benefits provided or intended to be provided to Executive hereunder,
         and the Executive has acted in good faith to perform Executive's
         obligations under this Agreement, the Company irrevocably authorizes
         the Executive from time to time to retain counsel of Executive's choice
         at the expense of the Company to represent Executive in connection with
         the protection and enforcement of Executive's rights hereunder,

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         including without limitation representation in connection with
         termination of Executive's employment contrary to this Agreement or
         with the initiation or defense of any litigation or other legal action,
         whether by or against the Executive or the Company or any director,
         officer, stockholder or other person affiliated with the Company, in
         any jurisdiction. The reasonable fees and expenses of counsel selected
         from time to time by the Executive as hereinabove provided shall be
         paid or reimbursed to the Executive by the Company on a regular,
         periodic basis upon presentation by the Executive of a statement or
         statements prepared by such counsel representing other officers or key
         executives of the Company in connection with the protection and
         enforcement of their rights under similar agreements between them and
         the Company, and, unless in Executive's sole judgment use of common
         counsel could be prejudicial to Executive or would not be likely to
         reduce the fees and expenses chargeable hereunder to the Company, the
         Executive agrees to use Executive's best efforts to agree with such
         other officers or executives to retain common counsel.

         16. Waiver. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.

         17. Amendments and Modifications. This Agreement may be amended or
modified only by a writing signed by other parties hereto.

         18. Governing Law. The validity and effect of this agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of South Carolina.





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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                            EXECUTIVE





                                            THE SOUTH FINANCIAL GROUP, INC.


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

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