CAROLINA FIRST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Exhibit 10.10-b

CAROLINA FIRST BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

BETWEEN

CAROLINA FIRST BANK

AND

WILLIAM P. CRAWFORD, JR.

This Supplemental Executive Retirement Agreement (this "Agreement") is amended and restated effective as of December 12, 2008 (the "Effective Date"), by and between William P. Crawford, Jr., an individual (the "Executive"), and Carolina First Bank, a South Carolina corporation headquartered in Greenville, South Carolina (the "Company") and wholly owned subsidiary of The South Financial Group, Inc. ("TSFG").

INTRODUCTION

The Executive and TSFG entered into a supplemental executive retirement agreement dated April 22, 2002, which agreement was restated on July 15, 2003 (the "Prior Agreement"). Such agreements are collectively herein referred to as the "Prior Agreement."

The Company wishes to continue to provide the Executive with supplemental retirement benefits and thereby encourage the Executive to continue providing services to the Company. The Company will pay the benefits from its general assets. This Agreement amends and restates the Prior Agreement.

The Agreement is intended to be a top-hat plan (i.e., an unfunded deferred compensation plan maintained for a member of a select group of management or highly compensated employees) pursuant to Section 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").

This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and other guidance issued thereunder, as in effect from time to time. To the extent a provision of the Agreement is contrary to or fails to address the requirements of Code Section 409A and related treasury regulations, the Agreement shall be construed and administered as necessary to comply with such requirements to the extent allowed under applicable treasury regulations until the Agreement is appropriately amended to comply with such requirements. The benefits provided under this Agreement that are subject to Code Section 409A include benefits accrued prior to January 1, 2005.

AGREEMENT

The Executive and the Company agree as follows:

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1            "Affiliated Company" means any company controlled by, controlling or under common control with the Company.

1.2            "Benefit Basis" means the average of the highest three fiscal years of annual Compensation earned by the Executive during the ten fiscal years of the Executive's employment prior to the Termination of Employment, or for such lesser number of fiscal years that the Executive was employed by the Company prior to the Termination of Employment, including the year in which Termination of Employment occurs.

1.4            "Cause" means (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive's Involuntary Termination), after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer that specifically identifies the manner in which the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct, in each case, that is materially and demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or upon instructions of the Chief Executive Officer or senior officer, or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in clause (i) or (ii) of this definition, and specifying the particulars thereof in detail.

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(a)           Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of 50% or more of either (1) the then outstanding shares of common stock of TSFG (the “Outstanding TSFG Common Stock”) or (2) the combined voting power of the then outstanding voting securities of TSFG entitled to vote generally in the election of directors (the “Outstanding TSFG Voting Securities”); excluding, however, the following: (1) Any acquisition directly from TSFG, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from TSFG, (2) Any acquisition by TSFG, (3) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by TSFG or any entity controlled by TSFG, or (4) Any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Paragraph (c) of this definition; or

(b)            Individuals who, as of the date hereof, 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 Paragraph (b) of this definition, that any individual who becomes a member of the Board subsequent to the date hereof, whose election, or nomination for election by TSFG’s shareholders, was approved by a vote of at least a majority of those individuals then comprising 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 excluding, for this purposes 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; or

(c)            Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving TSFG or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of TSFG, or the acquisition of assets or stock of another entity by TSFG or any of its subsidiaries (“Corporate Transaction”); in each case unless, following such Corporate Transaction, (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding TSFG Common Stock and Outstanding TSFG Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Corporate Transaction (including, without limitation, an entity that, as a result of such transaction, owns TSFG or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in

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substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding TSFG Common Stock and Outstanding TSFG Voting Securities, as the case may be, (2) no Person (excluding than any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of TSFG or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, 50% 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, except to the extent that such ownership existed prior to the Corporate Transaction, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Corporate Transaction

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

1.7            "Company" means Carolina First Bank and shall include the Company and any and all of its Affiliated Companies where the context so applies; provided, however, for purposes of application of the "Change in Control" definition and related provisions, Company shall mean and be limited to The South Financial Group, Inc.

1.8            "Compensation" means the Executive's annual base salary and annual bonus under The South Financial Group's Management Incentive Compensation Plan, or any comparable bonus under any predecessor or successor plan, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months) for the relevant fiscal year. If the Termination of Employment occurs prior to the end of the fiscal year, the bonus amount for such fiscal year shall be equal to the highest of the bonuses earned by the Executive in the prior three fiscal years (or for such lesser number of fiscal years prior to the Termination of Employment for which the Executive was eligible to earn such a bonus, and annualized in the case of any bonus earned for a partial fiscal year).

1.9            "Disability" means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which results in, (i) the Executive being unable to engage in any substantial gainful activity or (ii) the Executive receiving income replacement benefits for a period of not less than 3 months under an accident and health plan (including disability benefits) covering employees of the Company. In addition, the Executive will be deemed disabled if determined to be totally disabled by the Social Security Administration, or if determined to be disabled in accordance with a disability insurance program provided the definition of disability applied under such disability insurance program complies with the requirements of the preceding sentence.

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1.10         "Early Retirement Age" means the date that the Executive has attained age 55 and completed seven Years of Service.

1.11         "Early Retirement Date" means the date that is the later of the Early Retirement Age or the Termination of Employment, but is before the Normal Retirement Date.

1.12         "Early Termination" means the Termination of Employment before Early Retirement Age for reasons other than (i) death, (ii) Disability, (iii) by the Company for Cause, (iv) by the Company without Cause during the two year period following a Change in Control, or (v) Involuntary Termination within two years following a Change in Control.

1.13         "Early Termination Date" means the month, day and year in which Early Termination occurs.

1.16         "Involuntary Termination" means a Termination of Employment by the Executive following a Change in Control which, in the sole judgment of the Executive, is due to (i) a change of the Executive's responsibilities, position (including the Executive's office, title, reporting relationships or working conditions), authority or duties (including changes resulting from the assignment to the Executive of any duties inconsistent with his positions, duties or responsibilities as in effect immediately prior to the Change in Control); or (ii) a reduction in the Executive's annual base salary or annual bonus opportunity under The South Financial Group's Management Incentive Compensation Plan, or any comparable bonus under any predecessor or successor plan, including any bonus or portion thereof that has been earned but deferred, or benefits; or (iii) a forced relocation of the Executive outside the Greenville, South Carolina metropolitan area; or (iv) a significant increase in the Executive' travel requirements (collectively "Status Changes"); provided, however, Executive must elect to terminate Executive's employment within two (2) years of the Status Change on which Executive bases Executive's employment termination.

1.18         "Normal Retirement Date" means the later of the Normal Retirement Age or Termination of Employment.

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

1.20         "Rate" means the Moody's Aa corporate bond rate as reported by the Society of Actuaries as of the Effective Date and updated on each December 31 ^st thereafter.

1.21         "Termination of Employment" means the termination of the Executive's employment with the Company and all of its Affiliated Companies that are considered a single employer within the meaning of Code Sections 414(b) and 414(c), provided that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of

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corporations under Code Section 414(b), the language "at least 50 percent" is used instead of "at least 80 percent" each place it appears, and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), "at least 50 percent" is used instead of "at least 80 percent" each place it appears. Whether a Termination of Employment has occurred is determined based on whether the facts and circumstances indicate that the employer and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer if the Executive has been providing services to the employer less than 36 months).

Temporary absences from employment while the Executive is on military leave, sick leave, or other bona fide leave of absence will not be considered a Termination of Employment if the period of such leave does not exceed six months, or if longer, so long as the Executive's right to reemployment with the Company is provided either by statute or by contract. However, if the period of leave exceeds six months and the Executive's right to reemployment is not provided either by statute or by contract, a Termination of Employment is deemed to occur on the first day immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence may be substituted for such six-month period.

1.22         "Vesting Percentage" is the percentage of the accrual balance in which the Executive is vested as determined in accordance with Schedule A .

1.24         "Year of Service" means a twelve-month continuous period of employment or a portion of such period, including periods of authorized vacation, authorized leave of absence and short-term disability leave, with the Company or any of its Affiliated Companies or their predecessors or successors rounded up to the nearest whole number commencing on the Vesting Start Date.

Article 2

Lifetime Benefits

2.1            Normal Retirement Benefit. Upon Termination of Employment (i) on or after Normal Retirement Age for reasons other than death, or (ii) upon Termination of Employment without Cause within two years following a Change in Control or (iii) upon Executive's Involuntary Termination within two years following a Change in Control, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

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2.1.1        Amount of Benefit. The annual benefit under this Section 2.1 is an amount equal to forty percent (40%) of the Benefit Basis, provided that in the event that the Executive has completed five Years of Service, the annual benefit under this Section 2.1 is an amount equal to sixty percent (60%) of the Benefit Basis.

2.1.2        Payment of Benefit. The Company shall pay the benefit to the Executive as follows:

(a)            payment in a lump sum on the first day of the seventh month following the Executive's Normal Retirement Date or, if earlier, on the first day of the seventh month following the Executive's Termination of Employment without Cause within two years following a Change in Control or