Exhibit 10.23

                            THE SOUTH FINANCIAL GROUP
                      2004 - 2006 LONG TERM INCENTIVE PLAN
                      Restricted Stock Unit Award Agreement

         This Agreement is made as of ___________ (the "Grant Date"), by and
between The South Financial Group (the "Company") and _____________ (the
"Participant").

         WHEREAS, the Compensation Committee of the Board of Directors
(Committee) has, pursuant to the Plan, made an Award to the Participant and
authorized and directed the execution and delivery of this Agreement;

         NOW, THEREFORE, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and the Participant
hereby agree as follows:

1.     AWARD. The Participant is hereby granted an Award based on stretch
       performance of __________ Restricted Stock Units (hereinafter sometimes
       "Units") with respect to the Performance Period January 1, 2004 through
       December 31, 2006. Each Unit will be subject to first, Performance
       Conditions that need to be satisfied during the Performance Period and,
       second, to Employment Conditions. The Performance Measures, Performance
       Goals, Performance Formula and Employment Conditions applicable to this
       Award are set forth in the Award Schedule attached hereto and made a part
       hereof. [For Covered Employees: This Award is designated as a Qualified
       Performance Compensation Award.]

2.     PAYMENT.
       (i)    As soon as practicable after the close of each Performance Period,
              the Committee shall determine whether, and to what extent, the
              Performance Goals for the Performance Period have been achieved.
              If the Performance Goals have been achieved, the Committee will
              determine the number of Restricted Stock Units, based upon the
              Performance Formula set forth in the Award Schedule that will now
              be subject to the Employment Conditions. [For Covered Employees:
              The Committee may use negative discretion to decrease, but not
              increase, the number of Units otherwise payable to the Participant
              based upon such performance.] All Restricted Stock Units that have
              not met the Performance Conditions will be forfeited.
       (ii)   Restricted Stock Units subject to the Employment Conditions will
              vest according to the Award Schedule. As soon as practical after
              the Restricted Stock Units have vest, the Company shall deliver to
              the Participant one share of Stock for each Restricted Stock Unit
              so earned.

3.     TERMINATION. No payment shall be made with respect to this Award and all
       of the Units granted hereunder will be forfeited if the Participant is
       not an Employee during the entire Employment Condition period as
       specified in the Award Schedule.

4.     CHANGE OF CONTROL. Anything in this Agreement to the contrary
       notwithstanding, in the event of a Change of Control as defined by the
       Plan document:
        (i)   The Committee has the right to declare that any Performance
              Period(s) still in force have ended and to determine if the
              Performance Conditions for these Performance Period(s) have
              been met. The Committee may waive at its sole discretion the
              Performance Conditions on Restricted Stock Units that have not
              met the Performance Conditions. Any Restricted Stock Units
              that have not met the Performance Conditions or had their
              Performance Conditions waived by the Committee, will be
              forfeited on the date of the Change in Control.

       (ii)   All Restricted Stock Units that are only subject to Employment
              Conditions as of the date of the Change in Control will vest as of
              the Change in Control.

5.     TAXES. The Company shall withhold all applicable taxes required by law
       from all amounts paid in satisfaction of the Award. A Participant may
       satisfy the tax obligation with respect to the Award (i) by paying the
       amount of any such taxes in cash or check (subject to collection), (ii)
       by the delivery (or attestation of ownership) of shares of Stock or (iii)
       with the approval of the Committee, by having shares of Stock deducted
       from the payment. The amount of the withholding and, if applicable, the
       number of shares of Stock to be deducted shall be determined by the
       Committee as of when the withholding is required to be made, provided
       that the number of shares of Stock so withheld shall not exceed the
       minimum required amount of such withholding.

6.     NON-ASSIGNABILITY. Restricted Stock Units are not assignable or
       transferable other than by will or by the laws of descent and
       distribution.

7.     RIGHTS AS A STOCKHOLDER. Subject to the terms and provisions of
       applicable law and of this Agreement, the Participant shall have all
       rights of a stockholder of the Company with respect to the Restricted
       Stock Units, including the right to vote the Restricted Stock Units and
       receive all dividends or other distributions paid or made with respect
       thereto.

8.     DISTRIBUTIONS WITH RESPECT TO STOCK.
       (i)    While the Performance Conditions are in force, any cash dividends
              paid with respect to the Company's common stock will be payable to
              Restricted Stock Unit holders subject to the terms below. The cash
              dividends shall be held un-invested by the Company and subject to
              the same terms and conditions as the Restricted Stock Units while
              the performance conditions are still in force. Cash dividends
              related to Restricted Stock Units that have satisfied the
              performance conditions will be paid to the participant as soon as
              practical after the performance conditions have been satisfied.
              Cash dividends related to Restricted Stock Units that were
              forfeited will also be forfeited.
       (ii)   While the Employment Conditions are in force, cash dividends will
              be paid on the same basis and timing as common stock holders.
       (iii)  Restricted Stock Unit participants will receive any stock
              dividends on the same basis as common stock holders, except their
              dividends will be in the form of additional Restricted Stock
              Units. Any Restricted Stock Units received by a recipient as a
              stock dividend, or as a result of stock splits, recapitalizations,
              combinations, exchanges of shares, reorganizations, mergers,
              consolidations or otherwise, directly or indirectly, the
              Restricted Stock Unit shall have the same status and be subject to
              this Agreement.

9.     DEFERRED COMPENSATION PROGRAM. The Company desires to provide the
       Participant with a Deferred Compensation Program. Subject to the Company
       having such a program and the terms of that program, the Restricted Stock
       Units received by the Participant can be placed into the Deferred
       Compensation Program, as long as legally allowable.

10.    NO RIGHT TO CONTINUED SERVICE. Nothing herein shall obligate the Company
       or any Subsidiary or Affiliate of the Company to continue the
       Participant's employment or other service for any particular period or on
       any particular basis of compensation.

11.    BURDEN AND BENEFIT. The terms and provisions of this Agreement shall be
       binding upon, and shall inure to the benefit of, the Participant and his
       or her executors or administrators, heirs, and personal and legal
       representatives.

12.    EXECUTION. This Award is not enforceable until this Agreement has been
       signed by the Participant and the Company. By executing this Agreement,
       the Participant shall be deemed to have accepted and consented to any
       action taken under the Plan by the Committee, the Board of Directors or
       their delegates.

13.    GOVERNING LAW. This Agreement shall be construed and enforced in
       accordance with the laws of the State of South Carolina, without regard
       to the conflict of laws principles thereof.

14.    MODIFICATIONS. No change or modification of this Agreement shall be valid
       unless it is in writing and signed by the parties hereto.

15.    ENTIRE AGREEMENT. This Agreement, together with the Plan, sets forth all
       of the promises, agreements, conditions, understandings, warranties and
       representations between the parties hereto with respect to the Units
       granted hereunder, and there are no promises, agreements, conditions,
       understandings, warranties or representations, oral or written, express
       or implied, between them with respect to the Units other than as set
       forth herein or therein. The terms and conditions of the Plan are
       incorporated by reference herein, and to the extent that any conflict may
       exist between any term or provision of this Agreement and any term or
       provision of the Plan, the term or provision of the Plan shall control.

16.    CONSTRUCTION. The use of any gender herein shall be deemed to include the
       other gender and the use of the singular herein shall be deemed to
       include the plural and vice versa, wherever appropriate.

17.    NOTICES. Any and all notices required herein shall be addressed: (i) if
       to the Company, to the principal executive office of the Company; and
       (ii) if to the Participant, to his or her address as reflected in the
       records of the Company.

18.    INVALID OR UNENFORCEABLE PROVISIONS. The invalidity or unenforceability
       of any particular provision of this Agreement shall not affect the other
       provisions hereof, and this Agreement shall be construed in all respects
       as if the invalid or unenforceable provisions were omitted.

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

                            THE SOUTH FINANCIAL GROUP


                            By:
                                 ----------------------------
                                 Executive Vice President


                                 ----------------------------
                                 Name:




              AWARD SCHEDULE FOR 2004 - 2006 RESTRICTED STOCK UNITS

<TABLE>
<CAPTION>

------------------- ------------------- --------------------------------- ------------------------------
   PERFORMANCE       % OF RESTRICTED          NUMBER OF RESTRICTED         NUMBER OF RESTRICTED STOCK
      PERIOD           STOCK UNITS            STOCK UNITS - TARGET               UNITS - STRETCH
------------------- ------------------- --------------------------------- ------------------------------
<S>                 <C>                 <C>                               <C>
       2004
------------------- ------------------- --------------------------------- ------------------------------
       2005
------------------- ------------------- --------------------------------- ------------------------------
       2006
------------------- ------------------- --------------------------------- ------------------------------
   2004 to 2006
------------------- ------------------- --------------------------------- ------------------------------
         Total RSU's Granted
--------------------------------------- --------------------------------- ------------------------------
</TABLE>

PERFORMANCE RATING
For each performance period, the Board will evaluate the performance of The
South Financial Group versus the three established performance measures and the
approved threshold, target and stretch performance levels. The percentage
performance of each measure will be determined independently. Once the
percentage performance has been determined, an overall percentage performance
will be calculated by adding together each performance measure's weight times
the percentage performance for that measure. The percentage of restricted stock
units that have met the performance conditions is equal to the overall
percentage performance. The percentage performance for each measure will be
determined in the following manner:

         1. If performance is below the threshold, then that measures percentage
performance is 0%.

         2. If performance is below the target but exceeds the threshold, then
that measures percentage performance is 50%.

         3. If performance is exactly equal to the target, then that measures
percentage performance is 100%.

         4. If performance is in between the target and the stretch, then that
measures percentage performance is calculated based on straight-line
interpolation and will be between 100% and 125%.

         5. If performance is equal to or exceeds the stretch, then the
percentage performance is 125%.




                             2004 PERFORMANCE PERIOD
                        (EACH MEASURE WEIGHTED ONE-THIRD)
----------------------------- -------------------------------------------
                                          PERFORMANCE LEVELS
                              -------------------------------------------
    PERFORMANCE MEASURE            THRESHOLD         TARGET     STRETCH
                                     (50%)           (100%)      (125)
----------------------------- --------------------- ---------- ----------
       Operating EPS
----------------------------- --------------------- ---------- ----------
    4th Quarter 2004 ROA
----------------------------- --------------------- ---------- ----------
    4th Quarter 2004 ROE
----------------------------- --------------------- ---------- ----------

                             2005 PERFORMANCE PERIOD
                        (EACH MEASURE WEIGHTED ONE-THIRD)

----------------------------- -------------------------------------------
                                          PERFORMANCE LEVELS
                              -------------------------------------------
    PERFORMANCE MEASURE            THRESHOLD         TARGET     STRETCH
                                     (50%)           (100%)      (125)
----------------------------- --------------------- ---------- ----------
       Operating EPS
----------------------------- --------------------- ---------- ----------
    4th Quarter 2005 ROA
----------------------------- --------------------- ---------- ----------
    4th Quarter 2005 ROE
----------------------------- --------------------- ---------- ----------

                             2006 PERFORMANCE PERIOD
                        (EACH MEASURE WEIGHTED ONE-THIRD)
----------------------------- -------------------------------------------
                                          PERFORMANCE LEVELS
                              -------------------------------------------
    PERFORMANCE MEASURE            THRESHOLD         TARGET     STRETCH
                                     (50%)           (100%)      (125)
----------------------------- --------------------- ---------- ----------
       Operating EPS
----------------------------- --------------------- ---------- ----------
    4th Quarter 2006 ROA
----------------------------- --------------------- ---------- ----------
    4th Quarter 2006 ROE
----------------------------- --------------------- ---------- ----------

                         2004 TO 2006 PERFORMANCE PERIOD
                        (EACH MEASURE WEIGHTED ONE-THIRD)
----------------------------- -------------------------------------------
                                          PERFORMANCE LEVELS
                              -------------------------------------------
    PERFORMANCE MEASURE            THRESHOLD         TARGET     STRETCH
                                     (50%)           (100%)      (125)
----------------------------- --------------------- ---------- ----------
       Operating EPS
----------------------------- --------------------- ---------- ----------
    4th Quarter 2006 ROA
----------------------------- --------------------- ---------- ----------
    4th Quarter 2006 ROE
----------------------------- --------------------- ---------- ----------


                              EMPLOYMENT CONDITIONS
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      CUMULATIVE PERCENT OF AWARD                  RESTRICTIONS LAPSES AS OF
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