exhibit10.htm


    Exhibit
10.1

    


    


    March 19,
2010

    


    


    Mr. H.
Lynn Harton

    President
and Chief Executive Officer

    The South
Financial Group

    104 S.
Main Street

    Greenville,
South Carolina

    


    Re:  Supplemental
Executive Retirement Agreement

    


    Dear
Lynn:

    


    Effective
as of the date hereof, you shall no longer accrue any benefits under the
Supplemental Executive Retirement Agreement dated January 29, 2007, such that
your benefit shall be frozen as of the date hereof.  This means that
your Benefit Basis for purposes of the SERP shall be calculated as if your
Termination of Employment occurred as of the date hereof and your age and Years
of Service for purposes of the SERP shall equal your age and Years of Service as
of the date hereof.

    


    Notwithstanding
the foregoing, in the event that, during the two-year period following a Change
of Control, you incur a Termination of Employment by the Company without Cause
or an Involuntary Termination, the provisions of the immediately preceding
paragraph shall not apply to you and you shall be entitled to your benefit under
the SERP as if this letter agreement had not been executed.

    


    All
capitalized terms used but not defined in this letter shall have the meanings
set forth in the SERP.  Neither this letter agreement nor the actions
contemplated hereby shall constitute a breach of your employment agreement or
any other agreement or other arrangement to which you may be a
party.

    


    If you
agree with the foregoing, please sign this letter and return it to me at your
earliest convenience.

     

     

    


     

    
    

     

    
      	 	 	 Very truly
      yours,
	 	 	 
	 	 	 Carolina First
      Bank
	 	 	 
	 	 	 /s/ William P. Crawford,
      Jr.   
	 	 By:	 William P.
      Crawford, Jr.
	 Accepted and
      Agreed:	  	 
	 	 	 Dated:   
      March 19,
2010
	 /s/  H. Lynn Harton   	 	 
	 H. Lynn
      Harton	 	 


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    March 19,
2010

    


    


    Mr. James
R. Gordon

    Senior
Executive Vice President

    Carolina
First Bank

    104 South
Main Street

    Greenville,
South Carolina 29601

    


    Re:  Supplemental
Executive Retirement Agreement

    


    Dear
James:

    


    Effective
as of the date hereof, you shall no longer accrue any benefits under the
Supplemental Executive Retirement Agreement dated March 20, 2007 such that your
benefit shall be frozen as of March 20, 2010.  This means that your
Benefit Basis for purposes of the SERP shall be calculated as if your
Termination of Employment occurred as of the date hereof and your age and Years
of Service for purposes of the SERP shall equal your age and Years of Service as
of the date hereof.

    


    Notwithstanding
the foregoing, in the event that, during the two-year period following a Change
of Control, you incur a Termination of Employment by the Company without Cause
or an Involuntary Termination, the provisions of the immediately preceding
paragraph shall not apply to you and you shall be entitled to your benefit under
the SERP as if this letter agreement had not been executed.

    


    All
capitalized terms used but not defined in this letter shall have the meanings
set forth in the SERP.  Neither this letter agreement nor the actions
contemplated hereby shall constitute a breach of your employment agreement or
any other agreement or other arrangement to which you may be a
party.

    


    If you
agree with the foregoing, please sign this letter and return it to me at your
earliest convenience.

     

    
      	 	 	 Very truly
      yours,
	 	 	 
	 	 	 Carolina First
      Bank
	 	 	 
	 	 	 /s/ H. Lynn Harton   
	 	 By:	 H. Lynn
      Harton
	 Accepted and
      Agreed:	  	 
	 	 	 Dated:   
      March 19,
2010
	 /s/  James R.
      Gordon   	 	 
	James R.
      Gordon


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    March 19,
2010

    


    


    Mr.
William P. Crawford

    Executive
Vice President

    Carolina
First Bank

    104 South
Main Street

    Greenville,
South Carolina 29601

    


    Re:  Supplemental
Executive Retirement Agreement

    


    Dear
William:

    


    Effective
as of the date hereof, you shall no longer accrue any benefits under the
Supplemental Executive Retirement Agreement dated December 12, 2008, such that
your benefit shall be frozen as of April 22, 2010.  This means that
your Benefit Basis for purposes of the SERP shall be calculated as if your
Termination of Employment occurred as of April 22, 2010 and your age and Years
of Service for purposes of the SERP shall equal your age and Years of Service as
of the April 22, 2010.

    


    Notwithstanding
the foregoing, in the event that, during the two-year period following a Change
of Control, you incur a Termination of Employment by the Company without Cause
or an Involuntary Termination, the provisions of the immediately preceding
paragraph shall not apply to you and you shall be entitled to your benefit under
the SERP as if this letter agreement had not been executed.

    


    All
capitalized terms used but not defined in this letter shall have the meanings
set forth in the SERP.  Neither this letter agreement nor the actions
contemplated hereby shall constitute a breach of your employment agreement or
any other agreement or other arrangement to which you may be a
party.

    


    If you
agree with the foregoing, please sign this letter and return it to me at your
earliest convenience.

     

     

    
      
        	 	 	 Very truly
      yours,
	 	 	 
	 	 	 Carolina First
      Bank
	 	 	 
	 	 	 /s/ H. Lynn Harton   
	 	 By:	 H. Lynn
      Harton
	 Accepted and
      Agreed:	  	 
	 	 	 Dated:   
      March 19,
2010
	 /s/  William P. Crawford,
      Jr.   	 	 
	William P. Crawford,
      Jr.


      

      


 

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    March 19,
2010

    


    Mr. Ernie
Diaz

    President

    Mercantile
Bank

    Coral
Gables, FL

    


    Re:  Supplemental
Executive Retirement Agreement

    


    Dear
Ernie:

    


    Effective
as of the date hereof, you shall no longer accrue any benefits under the
Supplemental Executive Retirement Agreement dated February 18, 2009 (the “SERP”)
such that your benefit shall be frozen as of the date hereof.  This
means that your Benefit Basis for purposes of the SERP shall be calculated as if
your Termination of Employment occurred as of the date hereof and your age and
Years of Service for purposes of the SERP shall equal your age and Years of
Service as of the date hereof.

    


    Notwithstanding
the foregoing, in the event that, during the two-year period following a Change
of Control, you incur a Termination of Employment by the Company without Cause
or an Involuntary Termination, the provisions of the immediately preceding
paragraph shall not apply to you and you shall be entitled to your benefit under
the SERP as if this letter agreement had not been executed.

    


    All
capitalized terms used but not defined in this letter shall have the meanings
set forth in the SERP.  Neither this letter agreement nor the actions
contemplated hereby shall constitute a breach of your employment agreement or
any other agreement or other arrangement to which you may be a
party.

    


    If you
agree with the foregoing, please sign this letter and return it to me at your
earliest convenience.

     

     

    
      
        	 	 	 Very truly
      yours,
	 	 	 
	 	 	 Carolina First
      Bank
	 	 	 
	 	 	 /s/ H. Lynn Harton   
	 	 By:	 H. Lynn
      Harton
	 Accepted and
      Agreed:	  	 
	 	 	 Dated:   
      March 19,
2010
	 /s/  Jesus E.
      Diaz   	 	 
	Jesus E.
    Diaz