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                                                                   EXHIBIT 10.25

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

SECTION 1.        Purpose; Definitions

         The purpose of the Plan 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 incentives directly linked to the profitability of the
Company's businesses and increases in Company shareholder value.

         Certain terms used herein 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 other stock-based award granted pursuant to the
terms of the Plan.

         (c) "Award Agreement" means any written agreement, 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 Individual Agreement 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 `s employment 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 the Committee. 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, and any successor thereto.

         (i) "Commission" means the Securities and Exchange Commission or any
successor agency.

         (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 the Committee 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 any Individual 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 Disability Plan applicable to the Participant.

         (o) "Early Retirement" means retirement from active employment with the
Company, 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) "Eligible Individuals" 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 or its 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, the average 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, or if 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 stock option" within the meaning of Section 422 of
the Code.

         (u) "Individual Agreement" means an employment, consulting or similar
written agreement between a Participant and the Company or one of its
Subsidiaries or Affiliates.



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         (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 is not
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 after age 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 Rule 4200 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 the Exchange Act.

         (aa) "Performance Goals" means the performance 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 one or 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 on operating 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 related regulations.

         (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 as hereinafter amended from time to
time.

         (dd) "Qualified Performance-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 to qualify 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, as amended from time to time.

         (hh) "Section 162(m) Exemption" means the exemption from the limitation
on deductibility 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) "Stock Option" 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 of services 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 ceases to 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 employment
because 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
such other 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 with respect 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;



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                  (iv)     To determine the terms and conditions of any Award
                           granted hereunder (including, but not limited to, the
                           Option Price (subject to Section 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 and the shares of Common Stock relating
                           thereto, based on such factors as the Committee shall
                           determine;

                  (v)      Subject to the terms of the Plan, including without
                           limitation Section 13, to modify, 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 a Qualified 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 be deferred; and

                  (vii)    To determine under what circumstances an Award may be
                           settled in cash or Common Stock under Sections 5(k),
                           6(b)(ii) and 8(b)(iv).

         (d) The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and 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 administration of the Plan.

         (e) The Committee may act only by a majority of its members then in
office. Except to the extent prohibited by applicable law or 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 any person 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 a Qualified
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
of the 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 all persons, including the Company, its Affiliates, Subsidiaries,
shareholders and Participants.

         (g) Any authority granted to the Committee may 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 of Section 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 Board conflicts 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. No
Participant 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
treasury shares. 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 if any 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 for distribution 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 actual delivery or
by attestation), only the number of shares of Common Stock delivered to the
Participant net of the shares of Common Stock delivered to the Company or
attested to shall be deemed delivered for purposes of determining the maximum
numbers 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-withholding obligation, 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 issued pursuant to Stock Options intended to be
Incentive Stock Options shall be 1,400,000 shares.

         (c) In the event of any change in corporate capitalization (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 other distribution
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 or
complete 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
Stock Appreciation Rights and other Awards to be granted to any Participant, in
the number, kind and Option



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Price and Strike Price of shares subject to outstanding Stock Options and Stock
Appreciation Rights, in the number and kind of shares subject to other
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 therefore);
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 associated with 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 and
NonQualified 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, that grants 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 the Code). 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 indicate on 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 Stock
Option, 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 Stock Option, 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.

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

                  (i) Option Price. The Committee shall 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 the Common 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 no event 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 be treated,
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 be exercisable more than
10 years after the date the Stock Option is granted.

                  (iii) Exercisability. Except as otherwise provided 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, 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. 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 whole or 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 of the 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 by
attestation) 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
the case 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 applicable law, payment in full or in part may also be



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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 proceeds necessary 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 brokerage firms. No
shares of Common Stock shall be delivered until full payment therefore 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 or
series 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 otherwise determined by the Committee, 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 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
Options 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 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
original Participant.

         (f) Termination by Death. Unless otherwise determined by the Committee,
if a Participant incurs a Termination of Employment 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 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.

         (g) Termination by Reason of Disability. Unless otherwise determined by
the Committee, if a Participant incurs a Termination 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 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 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 the shorter; 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 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 Employment
by 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 of Employment 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 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 Termination of 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 Participant shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
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
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.

         (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,
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 such
accelerated 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 the Participant
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 time
of 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 the
stated term of the Incentive Stock Option, whichever period is the shorter.



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         (j) 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) 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 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 provided in the Plan for such Termination of
Employment 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
the expiration 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 the
shares 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 of Common 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) to surrender 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 exceed the
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 been
exercised.

         (m) Deferral of Option Shares. The Committee may from time to time
establish procedures pursuant to which a Participant may 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 deferred shares, 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 with respect
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.

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
Stock Appreciation 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 issued in 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 they relate are exercisable in accordance with the provisions
of Section 5.

                  (ii) Settlement. Upon the exercise of a Tandem 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 the Option
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
determine the 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 a specified event, all on such terms and conditions as the
Committee shall determine.

                  (iii) Nontransferability. Tandem Stock 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 the Committee.
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 the extent 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.



                                       31
<PAGE>

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

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

                  (ii) Strike Price. Unless provided 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 with respect 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 Strike Price 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 Stock Appreciation
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 time or
times and subject to such terms and conditions as shall be determined by the
Committee, and the Committee may at any time accelerate the exercisability of
any Stock Appreciation Right. If the Committee provides that any 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 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 the
applicable Strike Price multiplied by (B) the number of shares of Common Stock
in respect 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 the
Committee, 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
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, and any successor thereto. All Freestanding
Stock Appreciation 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 pursuant to 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, or on 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 Right held 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 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 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
was exercisable 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
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 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 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
was exercisable at the time of death until the expiration of the stated term of
such Freestanding Stock Appreciation Right.

                  (ix) Other Termination. Unless otherwise determined by the
Committee: (A) if a 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 than death, Disability, Retirement or



                                       32
<PAGE>

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 be exercised 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-month period, 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 until
the 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) by reason 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 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) 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 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 Change in
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 fully
exercisable, 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
on the 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 this
Section 6(c)(xi) shall have been exercised.

                  (xii) Deferral. 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 Freestanding Stock Appreciation Rights 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.

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 Committee shall
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 be subject to forfeiture and any other terms and conditions of the
Awards, in addition to those contained in Section 7(c).

         (b) Awards and 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 of Restricted 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) of The South Financial Group, Inc. 2004 Long Term Incentive
         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, SC 29601."

         The Committee may require that the certificates evidencing such shares
be held in custody by the Company until the restrictions 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,
in which 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 may also 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 the continued 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. The Committee may at any time, in its sole
discretion, accelerate or waive, in whole or in part, any of the



                                       33
<PAGE>

foregoing restrictions; provided, however, that in the case of Restricted Stock
that is a Qualified Performance-Based Award, the applicable Performance Goals
have been satisfied.

                  (ii) Subject to the provisions of the Plan and the Award
Agreement referred 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 later of
(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 Restricted
Stock; 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 for
Stock Options.

                  (iii) Except as provided in this paragraph (iii) and Sections
7(c)(i) and 7(c)(ii) and the Award Agreement, 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, if applicable, 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 series of 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 Performance Goals 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 underlying Restricted
Stock, or held subject to meeting Performance Goals applicable only to
dividends.

                  (iv) Except to the extent otherwise 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 Goals are 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 Company without Cause or by
the Participant for "Good Reason" (as defined in any applicable Individual
Agreement)) with respect to any or all of such Participant's shares of
Restricted Stock.

                  (v) If and when any applicable Performance Goals are satisfied
and the Restriction Period expires without a prior forfeiture 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, the number 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 which
event 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 attainment of 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 (including without 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 a Participant'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 the Participant;
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 such
Participant's Performance Units.



                                       34
<PAGE>

                  (iii) An Participant may elect to further defer receipt of
cash or shares in settlement 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, such election must generally be made prior to commencement of
the Award Cycle for the Performance Units in question.

                  (iv) At the expiration 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, and the 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 of shares of Common Stock to the
Participant, as the Committee shall elect (subject to any deferral pursuant to
Section 8(b)(iii)).

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

SECTION 9.        Tax Offset Bonuses

         At the time 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 the Award 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 Awards of 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 in conjunction 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 Award Agreement,
in the event of a Change in Control:

                  (i) Any Stock Options and Stock Appreciation Rights
outstanding as of the date 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 and such
Performance Units shall be settled in cash as promptly as is practicable.

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

                  (i) An acquisition by any 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 of either (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 generally in 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 conversion privilege 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 Company or 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 Board
shall 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 of the 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 of the
Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; but,
provided, further, that any such individual whose initial 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 than the Board shall
not be so considered as a member of the Incumbent Board; or



                                       35
<PAGE>

                  (iii) Consummation of a reorganization, merger or
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 the
individuals 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 resulting from 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) in substantially 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 the Company, 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 stock of 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 ownership existed 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 highest reported 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 period prior 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 or
Corporate 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 the Common 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 noncash consideration, 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 provide in 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 for Cause), 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 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 or
impaired by the termination of the Plan.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation 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 the Participant'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's shareholders to the extent such approval is required by applicable law
or stock exchange rules.

         The Committee may amend the terms of any Stock 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 holder without 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.


                                       36
<PAGE>

         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 for beneficial
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 the
creation 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 other
arrangements 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 the Company
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 the following conditions:

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

                  (ii) Any registration or other qualification 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 federal governmental agency which the Committee shall, in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.

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

         (c) No Contract of Employment. 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 Subsidiary or Affiliate to terminate the employment of any
employee at any time.

         (d) Tax Withholding. No later than the date as of which an amount 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 the
payment 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
Common Stock 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 be conditional 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 such procedures 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 such procedures 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, may be
exercised.

         (g) Subsidiary Employees. In the case of a grant of an Award to any
employee of a Subsidiary of the Company, the Company 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 the Subsidiary 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 or canceled should
revert to the Company.

         (h) Governing Law. The Plan and all Awards made and actions taken
thereunder shall be governed 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.



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<PAGE>

         (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 a
payroll 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 be effective 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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