**Exhibit 10.16**

**Amendment #2 to**

**The South Financial Group 2004 Long-Term Incentive Plan**

This Amendment #2 (this “Amendment”) to The South Financial Group 2004 Long-Term Incentive Plan (the “Plan”) is made by The SouthFinancial Group, Inc., to be effective as of the date hereof, subject to receipt of any necessary shareholder approval. Capitalized terms not otherwise defined in this Amendment have the meanings assigned to them in the Plan. 

The name of the Plan is hereby changed. The new name of the Plan is “TSFG Long Term Incentive Plan.” 

Except as amended by this Amendment, the Plan is ratified and affirmed in its entirety. 

IN WITNESS WHEREOF, this Amendment is entered into as of August 16, 2006. 

 

 

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**Amendment #1 to**

**The South Financial Group 2004 Long-Term Incentive Plan**

This Amendment #1 (this“Amendment”) to The South Financial Group 2004 Long-Term Incentive Plan (the “Plan”) is made by The South Financial Group, Inc., to be effective as of the date hereof, subject to receipt of any necessary shareholder approval.Capitalized terms not otherwise defined in this Amendment have the meanings assigned to them in the Plan. 

The last sentence ofSection 3(a) shall be amended to read as follows: No more than 1,200,000 shares of Restricted Stock may be issued during the term of the Plan. 

The last sentence of Section 8(b)(i) shall be amended to read as follows: No more than 250,000 shares of Common Stock may be subject to Qualified Performance Based Awards granted to any Eligible Individual in any fiscal year of theCompany. 

Except as amended by this Amendment, the Plan is ratified and affirmed in its entirety. 

IN WITNESS WHEREOF, this Amendment is entered into as of February 18, 2004. 

 
**The South Financial Group, Inc.**By: /s/    WILLIAM S. HUMMERSIII        **Name:** **William S. Hummers, III****Title:** **Executive Vice President**
 

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**THE SOUTH FINANCIAL GROUP, INC. 2004 LONG-TERM INCENTIVE PLAN**

**SECTION 1.** Purpose; Definitions 

The purpose of thePlan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentivesdirectly linked to the profitability of the Company’s businesses and increases in Company shareholder value. 

Certain terms usedherein have definitions given to them in the first place in which they are used. In addition, for purposes of the Plan, the following terms are defined as set forth below: 

(a) *“Affiliate”* means a corporation or other entity controlled by, controlling or under common control with the Company.

(b) *“Award”* means a Stock Appreciation Right, Stock Option, Restricted Stock, Performance Unit, or otherstock-based award granted pursuant to the terms of the Plan. 

(c) *“Award Agreement”*means any writtenagreement, contract or other instrument or document evidencing the grant of an Award. 

(d) *“Award Cycle”*means a period of consecutive fiscal years or portions thereof designated by the Committee over which Performance Units are to be earned. 

(e) *“Board”* means the Board of Directors of the Company. 

(f)*“Cause”* means, unless otherwise provided by the Committee in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the Participant is a party, or (ii) if there is no such IndividualAgreement or if it does not define Cause: (A) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the Participant’semployment duties, (C) willful and deliberate failure on the part of the Participant to perform his or her employment duties in any material respect, or (D) prior to a Change in Control, such other events as shall be determined by theCommittee. The Committee shall, unless otherwise provided in an Individual Agreement with the Participant have the sole discretion to determine whether “Cause” exists, and its determination shall be final. 

(g) *“Change in Control”* and *“Change in Control Price”* have the meanings set forth in Sections 11(b) and(c), respectively. 

(h) *“Code”* means the Internal Revenue Code of 1986, as amended from time to time, andany successor thereto. 

(i) *“Commission”* means the Securities and Exchange Commission or any successoragency. 

(j) *“Committee”* means the Committee referred to in Section 2. 

(k) *“Common Stock”* means common stock, par value $1.00 per share, of the Company. 

(l) *“Company”* means The South Financial Group, Inc*.*, a South Carolina corporation. 

(m) *“Covered Employee”* means a Participant designated prior to the grant of Restricted Stock or Performance Units by theCommittee who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code in the year in which Restricted Stock or Performance Units are expected to be taxable to such Participant. 

(n) *“Disability”* means, unless otherwise provided by the Committee, (i) “Disability” as defined in anyIndividual Agreement to which the Participant is a party, or (ii) if there is no such Individual Agreement or it does not define “Disability,” permanent and total disability as determined under the Company’s Long Term DisabilityPlan applicable to the Participant. 

 

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(o) *“Early Retirement”* means retirement from active employment with theCompany, a Subsidiary or Affiliate pursuant to the early retirement provisions of the applicable pension plan of such employer. 

(p) *“Effective Date”*shall have the meaning set forth in Section 16. 

(q) *“EligibleIndividuals”* mean directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy from the Company orits Subsidiaries or Affiliates, who are or will be responsible for or contribute to the management, growth or profitability of the business of the Company, or its Subsidiaries or Affiliates. 

(r) *“Exchange Act”* means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(s) *“Fair Market Value”* means, except as otherwise provided by the Committee, as of any given date, theaverage of the highest and lowest per-share sales prices for a share of Common Stock during normal business hours on the NASDAQ or such other national securities market or exchange as may at the time be the principal market for the Common Stock, orif the shares were not traded on such national securities market or exchange on such date, then on the next preceding date on which such shares of Common Stock were traded, all as reported by such source as the Committee may select. 

(t) *“Incentive Stock Option”* means any Stock Option designated as, and qualified as, an “incentive stockoption” within the meaning of Section 422 of the Code. 

(u) *“Individual Agreement”* means anemployment, consulting or similar written agreement between a Participant and the Company or one of its Subsidiaries or Affiliates. 

(v) “*Involuntary Termination*” means a Termination of Employment by reason of an Involuntary Termination as defined in an Individual Agreement to which the Participant is a party that is then in effect. If a Participant isnot party to an Individual Agreement, or if it does not define “Involuntary Termination,” no Termination of Employment of that Participant shall be considered to be an Involuntary Termination. 

(w) *“NonQualified Stock Option”* means any Stock Option that is not an Incentive Stock Option. 

(x) *“Normal Retirement”* means retirement from active employment with the Company, a Subsidiary or Affiliate at or afterage 65. 

(y) “*Option Price*” shall have the meaning set forth in Section 5(d). 

(z) “*Outside Director*” means a director who qualifies as an “independent director” within the meaning of Rule4200 of the National Association of Securities Dealers, as an “outside director” within the meaning of Section 162(m) of the Code, and as a “non-employee director” within the meaning of Rule 16b-3 promulgated under theExchange Act. 

(aa) *“Performance Goals”* means theperformance goals established by the Committee in connection with the grant of Restricted Stock or Performance Units. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of oneor more of the following measures: specified levels of the Company’s stock price, market share, sales, asset quality, non-performing assets, earnings per share, return on equity, costs, operating income, marketing-spending efficiency, return onoperating assets, return on assets, core non-interest income and/or levels of cost savings and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and relatedregulations. 

(bb) *“Performance Units”* means an Award granted under Section 8. 

(cc) *“Plan”* means The South Financial Group, Inc*.* 2004 Long Term Incentive Plan, as set forth herein and ashereinafter amended from time to time. 

 

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(dd) *“QualifiedPerformance-Based Award”* means an Award of Restricted Stock or Performance Units designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is or may be a “covered employee”within the meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able to claim a tax deduction with respect to such Restricted Stock or Performance Units and (ii) the Committee wishes such Award toqualify for the Section 162(m) Exemption.2

(ee) *“Restricted Stock”* means an Award granted under Section 7. 

(ff) *“Retirement”* means Normal or Early Retirement. 

(gg) *“Rule 16b-3”* means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, asamended from time to time. 

(hh) *“Section 162(m) Exemption”* means the exemption from the limitation ondeductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code. 

(ii)*“Stock Appreciation Right”* means an Award granted under Section 6. 

(jj) *“StockOption”* means an Award granted under Section 5. 

(kk) *“Subsidiary”*means any corporation,partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. 

(ll) *“Termination of Employment”* means the termination of the Participant’s employment with, or performance ofservices for, the Company and any of its Subsidiaries or Affiliates. An Participant employed by, or performing services for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceasesto be such a Subsidiary or an Affiliate, as the case may be, and the Participant does not immediately thereafter become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employmentbecause of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. 

**SECTION 2.** Administration 

(a) The Plan shall be administered by the Compensation Committee or suchother committee of the Board as the Board may from time to time designate (the “Committee”), which shall be composed of not less than three Outside Directors, and shall be appointed by and serve at the pleasure of the Board, except withrespect to Awards to non-employee directors, which shall be administered by the Nominating Committee. All references to the “Committee” with respect to grants to non-employee directors shall refer to the Nominating Committee. 

(b) The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to Participants. 

(c) Among other things, the Committee shall have the authority, subject to the terms of the Plan: 

(i) To select the Participants to whom Awards may from time to time be granted; 

(ii) To determine whether and to what extent any type of Award is to be granted hereunder; 

(iii) To determine the number of shares of Common Stock to be covered by each Award granted hereunder; 

(iv) To determine the terms and conditions of any Award granted hereunder (including, but not limited to, the Option Price (subject toSection 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award andthe shares of Common Stock relating thereto, based on such factors as the Committee shall determine; 

 

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(v) Subject to the terms of the Plan, including without limitation Section 13, tomodify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals; *provided, however,* that the Committee may not adjust upwards the amount payable with respect to aQualified Performance-Based Award or waive or alter the Performance Goals associated therewith in a manner that would violate Section 162(m) of the Code; 

(vi) To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall bedeferred; and 

(vii) To determine under what circumstances an Award may be settled in cash or Common Stock under Sections5(k), 6(b)(ii) and 8(b)(iv). 

(d) The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelinesand practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administrationof the Plan. 

(e) The Committee may act only by a majority of its members then in office. Except to the extent prohibited by applicable lawor the applicable rules of a stock exchange, the Committee may (i) allocate all or any portion of its responsibilities and powers to any one or more of its members and (ii) delegate all or any part of its responsibilities and powers to anyperson or persons selected by it, *provided* that no such delegation may be made that would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act or cause an Award designated as aQualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. Any such allocation or delegation may be revoked by the Committee at any time. 

(f) Any determination made by the Committee with respect to any Award shall be made in the sole discretion of the Committee at the time of the grant ofthe Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on allpersons, including the Company, its Affiliates, Subsidiaries, shareholders and Participants. 

(g) Any authority granted to the Committeemay also be exercised by the full Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions ofSection 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the extent that any permitted action taken by the Boardconflicts with action taken by the Committee, the Board action shall control. 

**SECTION 3.** Common Stock Subject to Plan 

(a) The maximum number of shares of Common Stock that may be delivered to Participants and their beneficiaries under the Plan shall be 2,000,000. NoParticipant may be granted Stock Options and Stock Appreciation Rights covering in excess of 100,000 shares of Common Stock in any calendar year. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasuryshares. No more than 600,000 shares of Restricted Stock may be issued during the term of the Plan. 

(b) If any Award is forfeited, or ifany Stock Option (or Stock Appreciation Right, if any) terminates, expires or lapses without being exercised, or if any Stock Appreciation Right is exercised for cash, shares of Common Stock subject to such Awards shall again be available fordistribution in connection with Awards under the Plan. If the Option Price of any Stock Option or the Strike Price of any Freestanding Stock Appreciation Right is satisfied by delivering shares of Common Stock to the Company (by either actualdelivery or by attestation), only the number of shares of Common Stock delivered to the 

 

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Participant net of the shares of Common Stock delivered to the Company or attested to shall be deemed delivered for purposes of determining the maximumnumbers of shares of Common Stock available for delivery under the Plan. To the extent any shares of Common Stock subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholdingobligation, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan. The maximum number of shares of Common Stock that may be issuedpursuant to Stock Options intended to be Incentive Stock Options shall be 1,400,000 shares. 

(c) In the event of any change in corporatecapitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or otherdistribution of stock or property of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial orcomplete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options and StockAppreciation Rights and other Awards to be granted to any Participant, in the number, kind and Option Price and Strike Price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject toother outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion (including, without limitation, an amount in cash therefor); *provided,however,* that the number of shares subject to any Award shall always be a whole number. Such adjusted Option Price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associatedwith any Stock Option. 

**SECTION 4.** Eligibility 

Awards may be granted under the Plan to Eligible Individuals. 

**SECTION 5.** Stock Options 

(a) Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options andNonQualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. 

(b) The Committee shall have the authority to grant any Participant Incentive Stock Options, NonQualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights); *provided, however,* thatgrants hereunder are subject to the limits on grants set forth in Section 3. Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of theCode). To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option on or subsequent to its grant date, it shall constitute a NonQualified Stock Option.

(c) Stock Options shall be evidenced by Award Agreements, the terms and provisions of which may differ. An Award Agreement shall indicateon its face whether it is intended to be an agreement for an Incentive Stock Option or a NonQualified Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects a Participant to receive a grant of a StockOption, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such Participant and specifies the terms and provisions of the Stock Option. The Company shall notify a Participant of any grant of a StockOption, and a written Award Agreement shall be duly executed and delivered by the Company to the Participant. Such agreement or agreements shall become effective upon execution by the Company and the Participant. 

 

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(d) Stock Options granted under the Plan shall be subject to the following terms and conditions and shallcontain such additional terms and conditions as the Committee shall deem desirable: 

(i) *Option Price*. The Committeeshall determine the option price per share of Common Stock purchasable under a Stock Option (the “Option Price”). The Option Price per share of Common Stock subject to a Stock Option shall not be less than the Fair Market Value of theCommon Stock subject to such Stock Option on the date of grant, other than with respect to Stock Option granted in lieu of foregone compensation, unless the Committee determines otherwise. Except for adjustments pursuant to Section 3(c), in noevent may any Stock Option granted under this Plan be amended to decrease the Option Price thereof, cancelled in conjunction with the grant of any new Stock Option with a lower Option Price, or otherwise be subject to any action that would betreated, for accounting purposes, as a “repricing” of such Stock Option, unless such amendment, cancellation, or action is approved by the Company’s shareholders in accordance with applicable law and stock exchange rules. 

(ii) *Option Term*. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall beexercisable more than 10 years after the date the Stock Option is granted. 

(iii) *Exercisability*. Except as otherwiseprovided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, theCommittee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.

(iv) *Method of Exercise*. Subject to the provisions of this Section 5, Stock Options may be exercised, in wholeor in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option to be purchased. Such notice shall be accompanied by payment in full ofthe Option Price by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock (by delivery of such shares or byattestation) already owned by the Participant of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised); *provided, however,* that, in thecase of an Incentive Stock Option, the right to make a payment in the form of already owned shares of Common Stock of the same class as the Common Stock subject to the Stock Option may be authorized only at the time the Stock Option is granted and*provided, further,* that such already owned shares have been held by the Participant for at least six months at the time of exercise or had been purchased on the open market. If approved by the Committee, to the extent permitted by applicablelaw, payment in full or in part may also be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceedsnecessary to pay the Option Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokeragefirms. No shares of Common Stock shall be delivered until full payment therefor has been made. Except as otherwise provided in Section 5(m) below, a Participant shall have all of the rights of a shareholder of the Company holding the class orseries of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the Participant has given written notice of exercise, has paid in full for such shares and,if requested by the Company, has given the representation described in Section 15(a). 

(e) *Nontransferability of Stock Options*.No Stock Option shall be transferable by the Participant other than (i) by will or by the laws of descent and distribution or any other testamentary distribution; or (ii) in the case of a NonQualified Stock Option, unless otherwisedetermined by the Committee, to such 

 

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Participant’s children or family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan,unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933 as amended, or any successor thereto. All Stock Optionsshall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such option is transferred pursuant to this paragraph, it being understood that the term“holder” and “Participant” include such guardian, legal representative and other transferee; *provided*, *however*, that Termination of Employment shall continue to refer to the Termination of Employment of the originalParticipant. 

(f) *Termination by Death*. Unless otherwise determined by the Committee, if a Participant incurs a Termination ofEmployment by reason of death, any Stock Option held by such Participant may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Committee may determine, until the expiration of the stated term of such StockOption, except in the case of an Incentive Stock Option, which shall be exercisable for (i) a period of one year from the date of such death or (ii) the expiration of the stated term of the Incentive Stock Option, whichever period is theshorter. 

(g) *Termination by Reason of Disability*. Unless otherwise determined by the Committee, if a Participant incurs aTermination of Employment by reason of Disability, any Stock Option held by such Participant (or the appointed fiduciary of such Participant) may thereafter be exercised by the Participant (or the appointed fiduciary of such Participant), to theextent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specify in the Award Agreement) from the date of such Terminationof Employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; *provided*, *however*, that if the Participant dies within such period, any unexercised Stock Option held by such Participantshall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death until the expiration of the stated term of such Stock Option. In the event of Termination of Employmentby reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualified Stock Option.

(h) *Termination by Reason of Retirement*. Unless otherwise determined by the Committee, if a Participant incurs a Termination ofEmployment by reason of Retirement, any Stock Option held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee maydetermine, for a period of one year (or such other period as the Committee may specify in the Award Agreement) from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is theshorter; *provided*, *however*, that if the Participant dies within such period any unexercised Stock Option held by such Participant shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to whichit was exercisable at the time of death for until the expiration of the stated term of such Stock Option, except in the case of an Incentive Stock Option, which shall be exercisable for (i) a period of one year from the date of such death or(ii) the expiration of the stated term of the Incentive Stock Option, whichever period is the shorter. In the event of Termination of Employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of theexercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualified Stock Option. 

(i) *Other Termination*. Unless otherwise determined by the Committee: (A) if a Participant incurs a Termination of Employment for Cause, all Stock Options held by such Participant shall thereupon terminate;and (B) if a Participant incurs a Termination of Employment for any reason other than death, 

 

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Disability, Retirement or for Cause, any Stock Option held by such Participant, to extent it was then exercisable at the time of termination, or on suchaccelerated basis as the Committee may determine, may be exercised for the lesser of three months from the date of such Termination of Employment or the balance of such Stock Option’s term; *provided*, *however*, that if theParticipant dies within such three-month period, any unexercised Stock Option held by such Participant shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the timeof death until the expiration of the stated term of such Stock Option, except in the case of an Incentive Stock Option, which shall be exercisable for (i) a period of one year from the date of such death or (ii) the expiration of thestated term of the Incentive Stock Option, whichever period is the shorter. 

(j) *Change of Control Termination*. Notwithstanding anyother provision of this Plan to the contrary, in the event a Participant incurs a Termination of Employment during the 24-month period following a Change in Control other than (i) by the Company for Cause, (ii) by reason of death,(iii) by reason of Disability or (iv) by voluntary resignation other than by reason of an Involuntary Termination, any Stock Option held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisableat the time of termination, or on such accelerated basis as the Committee may determine, for (A) the longer of one year from such date of termination or (2) such other period as may be provided in the Plan for such Termination ofEmployment or as the Committee may provide in the Award Agreement or Individual Agreement, or (B) until expiration of the stated term of such Stock Option, whichever period is the shorter. If an Incentive Stock Option is exercised after theexpiration of the post-termination exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualified Stock Option. 

(k) *Cashing Out of Stock Option*. On receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of theshares of Common Stock for which a Stock Option is being exercised by paying the Participant an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the Option Price times the number of shares ofCommon Stock for which the Option is being exercised on the effective date of such cash-out. 

(l) *Change in Control Cash-Out*.Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the “Exercise Period”), if the Committee shall determine at the time of grant or thereafter, a Participant shall have the right,whether or not the Stock Option is fully exercisable and in lieu of the payment of the Option Price for the shares of Common Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) tosurrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such election, in an amount equal to the amount by which the Change in Control Price per share of Common Stock on the date of such election shall exceedthe Option Price per share of Common Stock under the Stock Option (the “Spread”) multiplied by the number of shares of Common Stock granted under the Stock Option as to which the right granted under this Section 5(l) shall have beenexercised. 

(m) *Deferral of Option Shares*. The Committee may from time to time establish procedures pursuant to which a Participantmay elect to defer, until a time or times later than the exercise of a Stock Option, receipt of all or a portion of the shares of Common Stock subject to such Stock Option and/or to receive cash at such later time or times in lieu of such deferredshares, all on such terms and conditions as the Committee shall determine. If any such deferrals are permitted, then notwithstanding Section 5(d) above, a Participant who elects such deferral shall not have any rights as a shareholder withrespect to such deferred shares unless and until shares are actually delivered to the Participant with respect thereto, except to the extent otherwise determined by the Committee. 

 

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**SECTION 6.** Stock Appreciation Rights 

(a) *Grant and Exercise*. Stock Appreciation Rights may be granted alone (“Freestanding Stock Appreciation Rights”) or in conjunction with all or part of any Stock Option granted under the Plan(“Tandem Stock Appreciation Rights”). 

(b) *Terms and Conditions of Tandem Stock Appreciation Rights*. Tandem StockAppreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including the following: 

(i) *Relationship to Related Stock Option.*A Stock Appreciation Right issued in conjunction with a NonQualified Stock Option may be granted either at or after the time of grant of such Stock Option. A Stock Appreciation Right issuedin conjunction with an Incentive Stock Option may be granted only at the time of grant of such Stock Option. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which theyrelate are exercisable in accordance with the provisions of Section 5. 

(ii) *Settlement*. Upon the exercise of aTandem Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash, shares of Common Stock or a combination of cash and shares, equal to (A) the excess of the Fair Market Value of one share of Common Stock over theOption Price per share specified in the related Stock Option multiplied by (B) the number of shares of Common Stock in respect of which such Stock Appreciation Right shall have been exercised, with the Committee having the right to determinethe form of payment. The Committee may from time to time establish procedures pursuant to which a Participant may elect to further defer receipt of cash or shares in settlement of Tandem Stock Appreciation Rights for a specified period or until aspecified event, all on such terms and conditions as the Committee shall determine. 

(iii) *Nontransferability.*TandemStock Appreciation Rights shall be transferable only to the extent that the underlying Stock Option is transferable pursuant to Section 5(e). 

(iv) *Method of Exercise.*A Tandem Stock Appreciation Right may be exercised by a Participant by surrendering the applicable portion of the related Stock Option in accordance with procedures established by theCommittee. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed by Section 6(b)(ii). Stock Options which have been so surrendered shall no longer be exercisable to theextent the related Stock Appreciation Rights have been exercised. Any Tandem Stock Appreciation Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option. 

(c) *Terms and Conditions of Freestanding Stock Appreciation Rights*. Freestanding Stock Appreciation Rights shall be subject to such terms andconditions as shall be determined by the Committee, including the following: 

(i) *Term*. The Committee shall determinethe stated term of each Freestanding Stock Appreciation Right granted under this Plan. 

(ii) *Strike Price*. Unlessprovided otherwise by the Committee, the strike price (the “Strike Price”) per share of Common Stock subject to a Freestanding Stock Appreciation Right shall be the Fair Market Value of the Common Stock on the date of grant, except withrespect to Freestanding Stock Appreciation Rights granted in lieu of foregone compensation. Except for adjustments pursuant to Section 3(c), in no event may any Stock Appreciation Right granted under this Plan be amended to decrease the StrikePrice thereof, cancelled in conjunction with the grant of any new Stock Appreciation Right with a lower Strike Price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such StockAppreciation Right, unless such amendment, cancellation, or action is approved by the Company’s shareholders in accordance with applicable law and stock exchange rules. 

(iii) *Exercisability*. Except as otherwise provided herein, Freestanding Share Appreciation Rights shall be exercisable at such timeor times and subject to such terms and conditions as shall be 

 

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determined by the Committee, and the Committee may at any time accelerate the exercisability of any Stock Appreciation Right. If the Committee provides thatany Stock Appreciation Right is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. 

(iv) *Settlement.*Upon the exercise of a Freestanding Stock Appreciation Right, a Participant shall be entitled to receive an amountin cash, shares of Common Stock or a combination of cash and shares, equal to (A) the excess of the Fair Market Value of one share of Common Stock over the applicable Strike Price multiplied by (B) the number of shares of Common Stock inrespect of which the Freestanding Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment. 

(v) *Nontransferability*. No Freestanding Stock Appreciation Right shall be transferable by a Participant other than by will or by the laws of descent and distribution or as otherwise expressly permitted by theCommittee, including, if so permitted, pursuant to a transfer to such Participant’s children or family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwisedetermined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933 as amended, and any successor thereto. All Freestanding StockAppreciation Rights shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Freestanding Stock Appreciation Right is transferred pursuantto this paragraph, it being understood that the terms “holder” and “Participant” include such guardian, legal representative and other transferee;*provided, however*, that the term “Termination of Employment”shall continue to refer to the Termination of Employment of the original Participant. 

(vi) *Termination by Death*.Unless otherwise determined by the Committee, if a Participant incurs a Termination of Employment by reason of death, any Freestanding Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent then exercisable, oron such accelerated basis as the Committee may determine, until the expiration of the stated term of such Freestanding Stock Appreciation Right. 

(vii) *Termination by Reason of Disability*. Unless otherwise determined by the Committee, if a Participant incurs a Termination of Employment by reason of Disability, any Freestanding Stock Appreciation Rightheld by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as theCommittee may specify in the Award Agreement) from the date of such Termination of Employment or until the expiration of the stated term of such Freestanding Stock Appreciation Right, whichever period is the shorter; *provided*, *however*,that if the Participant dies within such period, any unexercised Freestanding Stock Appreciation Right held by such Participant shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it wasexercisable at the time of death until the expiration of the stated term of such Freestanding Stock Appreciation Right. 

(viii) *Termination by Reason of Retirement*. Unless otherwise determined by the Committee, if a Participant incurs a Termination of Employment by reason of Retirement, any Freestanding Stock Appreciation Right held by such Participantmay thereafter be exercised by the Participant, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specifyin the Award Agreement) from the date of such Termination of Employment or until the expiration of the stated term of such Freestanding Stock Appreciation Right, whichever period is the shorter; *provided*, *however*, that if theParticipant dies within such period any unexercised Freestanding Stock Appreciation Right held by such Participant shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the timeof death until the expiration of the stated term of such Freestanding Stock Appreciation Right. 

 

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(ix) *Other Termination*. Unless otherwise determined by the Committee: (A) ifa Participant incurs a Termination of Employment for Cause, all Freestanding Stock Appreciation Rights held by such Participant shall thereupon terminate; and (B) if a Participant incurs a Termination of Employment for any reason other thandeath, Disability, Retirement or for Cause, any Freestanding Stock Appreciation Right held by such Participant, to extent it was then exercisable at the time of termination, or on such accelerated basis as the Committee may determine, may beexercised for the lesser of three months from the date of such Termination of Employment or the balance of such Freestanding Stock Appreciation Right’s term; *provided*, *however*, that if the Participant dies within such three-monthperiod, any unexercised Freestanding Stock Appreciation Right held by such Participant shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the time of death untilthe expiration of the stated term of such Freestanding Stock Appreciation Right. 

(x) *Change of Control Termination*.Notwithstanding any other provision of this Plan to the contrary, in the event a Participant incurs a Termination of Employment during the 24-month period following a Change in Control other than (i) by the Company for Cause, (ii) byreason of death or (iii) by reason of Disability or (iv) by voluntary resignation other than by reason of an Involuntary Termination, any Freestanding Stock Appreciation Right held by such Participant may thereafter be exercised by theParticipant, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for (A) the longer of one year from such date of termination or (2) such other period as may be providedin the Plan for such Termination of Employment or as the Committee may provide in the Award Agreement, or (B) until expiration of the stated term of such Freestanding Stock Appreciation Right, whichever period is the shorter. 

(xi) *Change in Control Cash-Out.*Notwithstanding any other provision of the Plan, during the 60-day period from and after a Changein Control (the “Exercise Period”), if the Committee shall determine at the time of grant or thereafter, a holder of a Freestanding Stock Appreciation Right shall have the right, whether or not such Stock Appreciation Right is fullyexercisable, to surrender all or part of such Stock Appreciation Right to the Company and to receive cash, within 30 days of such election, in an amount equal to (A) the amount by which the Change in Control Price per share of Common Stock onthe date of such election shall exceed the Strike Price under such Stock Appreciation Right multiplied by (B) the number of shares of Common Stock subject to the Stock Appreciation Right as to which the right granted under thisSection 6(c)(xi) shall have been exercised. 

(xii) *Deferral*. The Committee may from time to time establishprocedures pursuant to which a Participant may elect to further defer receipt of cash or shares in settlement of Freestanding Stock Appreciation Rights for a specified period or until a specified event, subject in each case to the Committee’sapproval and to such terms as are determined by the Committee. 

**SECTION 7.** Restricted Stock 

(a) *Administration*. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committeeshall determine the Participants to whom and the time or times at which grants of Restricted Stock will be awarded, the number of shares to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may besubject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 7(c). 

(b) *Awardsand Certificates*. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares ofRestricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: 

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) ofThe South Financial Group, Inc*.* 2004 Long Term Incentive 

 

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Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of The South Financial Group, 102 S. Main Street, Greenville, SC29601.” 

The Committee may require that the certificates evidencing such shares be held in custody by the Company until therestrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award. 

(c) *Terms and Conditions*. Shares of Restricted Stock shall be subject to the following terms and conditions: 

(i) The Committee may, prior to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award, inwhich event it shall condition the grant or vesting, as applicable, of such Restricted Stock upon the attainment of Performance Goals. If the Committee does not designate an Award of Restricted Stock as a Qualified Performance-Based Award, it mayalso condition the grant or vesting thereof upon the attainment of Performance Goals. Regardless of whether an Award of Restricted Stock is a Qualified Performance-Based Award, the Committee may also condition the grant or vesting thereof upon thecontinued service of the Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. TheCommittee may at any time, in its sole discretion, accelerate or waive, in whole or in part, any of the foregoing restrictions; *provided, however,* that in the case of Restricted Stock that is a Qualified Performance-Based Award, theapplicable Performance Goals have been satisfied. 

(ii) Subject to the provisions of the Plan and the Award Agreementreferred to in Section 7(c)(vi), during the period, if any, set by the Committee, commencing with the date of such Award for which such Participant’s continued service is required (the “Restriction Period”), and until the laterof (A) the expiration of the Restriction Period and (B) the date the applicable Performance Goals (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of RestrictedStock; *provided* that, to the extent permitted by applicable law, the foregoing shall not prevent a Participant from pledging Restricted Stock as security for a loan, the sole purpose of which is to provide funds to pay the Option Price forStock Options. 

(iii) Except as provided in this paragraph (iii) and Sections 7(c)(i) and 7(c)(ii) and the AwardAgreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, ifapplicable, the right to vote the shares and the right to receive any cash dividends. If so determined by the Committee in the applicable Award Agreement and subject to Section 15(e) of the Plan, (A) cash dividends on the class or seriesof Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, or held subject to meeting PerformanceGoals applicable only to dividends, and (B) dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlyingRestricted Stock, or held subject to meeting Performance Goals applicable only to dividends. 

(iv) Except to the extentotherwise provided in the applicable Award Agreement or Section 7(c)(i), 7(c)(ii), 7(c)(v) or 11(a)(ii), upon a Participant’s Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goalsare satisfied, all shares still subject to restriction shall be forfeited by the Participant; *provided*, *however*, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions (other than,in the case of Restricted Stock with respect to which a Participant is a Covered Employee, satisfaction of the applicable Performance Goals unless the Participant’s employment is terminated by reason of death or Disability by the Companywithout Cause or by the Participant for 

 

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“Good Reason” (as defined in any applicable Individual Agreement)) with respect to any or all of such Participant’s shares of RestrictedStock. 

(v) If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a priorforfeiture of the Restricted Stock, unlegended certificates for such shares shall be delivered to the Participant upon surrender of the legended certificates. 

(vi) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement. 

**SECTION 8.** Performance Units 

(a)*Administration*. Performance Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Participants to whom and the time or times at which Performance Units shall be awarded, thenumber of Performance Units to be awarded to any Participant), the duration of the Award Cycle and any other terms and conditions of the Award, in addition to those contained in Section 8(b). 

(b) *Terms and Conditions*. Performance Units Awards shall be subject to the following terms and conditions: 

(i) The Committee may, prior to or at the time of the grant, designate Performance Units as Qualified Performance-Based Awards, in whichevent it shall condition the settlement thereof upon the attainment of Performance Goals. If the Committee does not designate Performance Units as Qualified Performance-Based Awards, it may also condition the settlement thereof upon the attainmentof Performance Goals. Regardless of whether Performance Units are Qualified Performance-Based Awards, the Committee may also condition the settlement thereof upon the continued service of the Participant. The provisions of such Awards (includingwithout limitation any applicable Performance Goals) need not be the same with respect to each recipient. Subject to the provisions of the Plan and the Award Agreement referred to in Section 8(b)(v), Performance Units may not be sold, assigned,transferred, pledged or otherwise encumbered during the Award Cycle. No more than 25,000 shares of Common Stock may be subject to Qualified Performance Based Awards granted to any Eligible Individual in any fiscal year of the Company. 

(ii) Except to the extent otherwise provided in the applicable Award Agreement or Section 8(b)(ii) or 11(a)(iii), upon aParticipant’s Termination of Employment for any reason during the Award Cycle or before any applicable Performance Goals are satisfied, all rights to receive cash or stock in settlement of the Performance Units shall be forfeited by theParticipant; *provided, however*, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations (other than, in the case of Performance Units that are Qualified Performance-Based Awards,satisfaction of the applicable Performance Goals unless the Participant’s employment is terminated by reason of death or Disability by the Company without Cause or by the Participant for Good Reason) with respect to any or all of suchParticipant’s Performance Units. 

(iii) An Participant may elect to further defer receipt of cash or shares insettlement of Performance Units for a specified period or until a specified event, subject in each case to the Committee’s approval and to such terms as are determined by the Committee. Subject to any exceptions adopted by the Committee, suchelection must generally be made prior to commencement of the Award Cycle for the Performance Units in question. 

(iv) At theexpiration of the Award Cycle, the Committee shall evaluate the Company’s performance in light of any Performance Goals for such Award, and shall determine the number of Performance Units granted to the Participant which have been earned, andthe Committee shall then cause to be delivered (A) a number of shares of Common Stock equal to the number of Performance Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value of such number ofshares of Common Stock to the Participant, as the Committee shall elect (subject to any deferral pursuant to Section 8(b)(iii)). 

 

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(v) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.

**SECTION 9.** Tax Offset Bonuses 

At thetime an Award is made hereunder or at any time thereafter, the Committee may grant to the Participant receiving such Award the right to receive a cash payment in an amount specified by the Committee, to be paid at such time or times (if ever) as theAward results in compensation income to the Participant, for the purpose of assisting the Participant to pay the resulting taxes, all as determined by the Committee and on such other terms and conditions as the Committee shall determine. 

**SECTION 10.** Other Stock-Based Awards 

Other Awardsof Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation) dividend equivalents and convertible debentures, may be granted either alone or inconjunction with other Awards granted under the Plan. 

**SECTION 11.**Change in Control Provisions 

(a) *Impact of Event*. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided by the Committee in any AwardAgreement, in the event of a Change in Control: 

(i) Any Stock Options and Stock Appreciation Rights outstanding as of thedate such Change in Control, and which are not then exercisable and vested, shall become fully exercisable and vested. 

(ii)The restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested. 

(iii) All Performance Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse andsuch Performance Units shall be settled in cash as promptly as is practicable. 

(b) *Definition of Change in Control*. For purposes ofthe Plan, a “Change in Control” shall mean the happening of any of the following events: 

(i) An acquisition byany individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more ofeither (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generallyin the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) Any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversionprivilege unless the security being so converted was itself acquired directly from the Company, (2) Any acquisition by the Company, (3) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Companyor any entity controlled by the Company, or (4) Any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section 11(b); or 

(ii) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Boardshall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; *provided, however,* for purposes of this Section 11(b), that any individual who becomes a member ofthe Board subsequent to the Effective Date, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members ofthe Incumbent Board (or deemed to be such pursuant to this proviso) 

 

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shall be considered as though such individual were a member of the Incumbent Board; but, *provided*, *further*, that any such individual whoseinitial assumption of office occurs as a result of an actual or threatened 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 thanthe Board shall not be so considered as a member of the Incumbent Board; or 

(iii) Consummation of a reorganization, mergeror consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of theindividuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly,more than 50% of, respectively, the 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 resultingfrom such Corporate Transaction (including, without limitation, a corporation which 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) insubstantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than theCompany, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stockof the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownershipexisted prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction;or 

(iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c) *Change in Control Price*. For purposes of the Plan, “Change in Control Price” means the higher of (i) the highestreported sales price, regular way, of a share of Common Stock in any transaction reported on the Nasdaq (or such other national securities market or exchange as may at the time be the principal market for the Common Stock) during the 60-day periodprior to and including the date of a Change in Control or (ii) if the Change in Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per share of Common Stock paid in such tender or exchange offer orCorporate Transaction; *provided, however,* that in the case of Incentive Stock Options and Tandem Stock Appreciation Rights relating to Incentive Stock Options, the Change in Control Price shall be in all cases the Fair Market Value of theCommon Stock on the date such Incentive Stock Option or Tandem Stock Appreciation Right is exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncashconsideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board. 

**SECTION 12.**Forfeiture of Awards 

Notwithstanding anything in the Plan to the contrary, the Committee shall have the authority under the Plan to providein any Award Agreement that in the event of serious misconduct by a Participant (including, without limitation, any misconduct prejudicial to or in conflict with the Company or its Subsidiaries or Affiliates, or any Termination of Employment forCause), or any activity of a Participant in competition with the business of the Company or any Subsidiary or Affiliate, any outstanding Award granted to such Participant shall be cancelled, in whole or in part, whether or not vested or deferred.The determination of whether a Participant has engaged in a serious breach of conduct or any activity in 

 

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competition with the business of the Company or any Subsidiary or Affiliate shall be determined by the Committee in good faith and in its sole discretion.This Section 12 shall have no application following a Change in Control. 

**SECTION 13.** Term, Amendment and Termination 

The Plan will terminate on the tenth anniversary of the Effective Date. Under the Plan, Awards outstanding as of such date shall not be affected orimpaired by the termination of the Plan. 

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration ordiscontinuation shall be made which would impair the rights of a Participant under a Stock Option or a recipient of a Stock Appreciation Right, Restricted Stock Award, Performance Unit Award or other Award theretofore granted without theParticipant’s or recipient’s consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’sshareholders to the extent such approval is required by applicable law or stock exchange rules. 

The Committee may amend the terms of anyStock Option or other Award theretofore granted, prospectively or retroactively, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or impair the rights of any holderwithout the holder’s consent except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules. 

Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant Awards which qualify forbeneficial treatment under such rules without shareholder approval. 

**SECTION 14.** Unfunded Status of Plan 

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize thecreation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; *provided, however,* that unless the Committee otherwise determines, the existence of such trusts or otherarrangements is consistent with the “unfunded” status of the Plan. 

**SECTION 15.** General Provisions 

(a) *Representation*. The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with theCompany in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to fulfillment of all of thefollowing conditions: 

(i) Listing or approval for listing upon notice of issuance, of such shares on NASDAQ, or such othersecurities exchange as may at the time be the principal market for the Common Stock; 

(ii) Any registration or otherqualification of such shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel,deem necessary or advisable; and 

(iii) Obtaining any other consent, approval, or permit from any state or federalgovernmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. 

 

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(b) *No Limit of Other Arrangements*. Nothing contained in the Plan shall prevent the Company or anySubsidiary or Affiliate from adopting other or additional compensation arrangements for its employees. 

(c) *No Contract ofEmployment*. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiaryor Affiliate to terminate the employment of any employee at any time. 

(d) *Tax Withholding*. No later than the date as of which anamount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding thepayment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including CommonStock that is part of the Award that gives rise to the withholding requirement; *provided*, that not more than the legally required minimum withholding may be settled with Common Stock. The obligations of the Company under the Plan shall beconditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish suchprocedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock. 

(e) *Dividends*. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment shall only be permissible if sufficient shares of Common Stock are available under Section 3 for such reinvestment(taking into account then outstanding Stock Options and other Awards). 

(f) *Death Beneficiary*. The Committee shall establish suchprocedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid or by whom any rights of the Participant, after the Participant’s death, maybe exercised. 

(g) *Subsidiary Employees*. In the case of a grant of an Award to any employee of a Subsidiary of the Company, theCompany may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that theSubsidiary will transfer the shares of Common Stock to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited orcanceled should revert to the Company. 

(h) *Governing Law*. The Plan and all Awards made and actions taken thereunder shall begoverned by and construed in accordance with the laws of the State of South Carolina, without reference to principles of conflict of laws. 

(i) *Nontransferability*. Except as otherwise provided in Section 5(e) or 6(b)(iii) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution. 

(j) In the event an Award is granted to Participant who is employed or providing services outside the United States and who is not compensated from apayroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individual to comply with applicable foreign law. 

**SECTION 16.** Effective Date of Plan 

The Plan shall beeffective as of the date (the “Effective Date”), *provided* that it is approved by the stockholders of the Company in accordance with all applicable laws, regulations and stock exchange rules and listing standards. 

 

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