THE SOUTH FINANCIAL GROUP SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT Between THE SOUTH FINANCIAL GROUP, INC. and CHRISTOPHER T. HOLMES

Exhibit 10.8-c

THE SOUTH FINANCIAL GROUP

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Between

THE SOUTH FINANCIAL GROUP, INC.

and

CHRISTOPHER T. HOLMES

This Supplemental Executive Retirement Agreement (this "Agreement") is made and entered into effective as of this 8th day of May , 2006 (the "Effective Date"), by and between Christopher T. Holmes, an individual (the "Executive"), and The South Financial Group, Inc., a South Carolina corporation and financial institution holding company headquartered in Greenville, South Carolina (the "Company").

INTRODUCTION

The Company wishes 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.

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, the Agreement shall be construed and administered as necessary to comply with such requirements until the Agreement is appropriately amended to comply with such requirements.

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

Holmes SERP Agreement.doc

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.

(i)             when any Person or Persons acting as a "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the "Exchange Act" and within the meaning of Code Section 409A and applicable regulations thereunder) acquires directly or indirectly, securities of the Company representing an aggregate of more than 50% of the combined voting power of the Company's then outstanding voting securities other than an acquisition by:

(B)           the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act);

(C)           an underwriter temporarily holding securities pursuant to an offering of such securities;

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(D)           a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company; or

(E)            except as provided in clause (iii) below, merger or consolidation of the Company with any other corporation which is duly approved by the stockholders of the Company; or

(ii)            when a majority of the board of directors of the Company is replaced during any 12-month period and such new appointments are not approved by a majority of the members of the current board prior to the date of appointment or election; or

(iii)          The stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any Company, at least a majority of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in clause (i) above), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing a majority of the combined voting power of the Company's then outstanding voting securities; or (C) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

1.7            "Company" means The South Financial Group, Inc. and shall include the Company and any and all of its subsidiaries 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 Company'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).

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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 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.

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.

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 Company'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.

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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 subsidiaries or affiliates that are considered a single employer within the meaning of Code Sections 414(b) and 414(c). If the Executive is employed by such a subsidiary or affiliate, the Executive will 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 Executive does not immediately thereafter become an employee of the Company or another such subsidiary or affiliate. 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.

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 affiliates 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, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

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:

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(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 following the Executive's Involuntary Termination, as the case may be; or

(b)            at the Executive's election (on the Election Form attached as Exhibit A) made no later than thirty (30) days after the Effective Date (and with respect to services to be performed after the election), payment in either 60, 120, or 180 equal monthly installments (such installments to be considered a "single" payment for purposes of Code Section 409A), as selected by the Executive, which installments may commence no earlier than the first day of the seventh month following the Executive's Termination of Employment.

The Executive may make a subsequent election to further delay a payment or to change the form of a payment among the methods described above, provided (i) the election does not take effect until at least twelve (12) months after the date the election is made, (ii) the payment is deferred for a period of at least five (5) years from the date such payment would otherwise have been made, and (iii) the election is made at least twelve (12) months prior to the date any such payment was scheduled to begin.

Notwithstanding the preceding, no election may be made by the Executive that will extend payment of the Executive's benefit more than fifteen (15) years past the date on which the Executive's benefit would otherwise have commenced under Section 2.1.2(a) following Executive's Normal Retirement Date.

For purposes of this Section 2.1, a lump sum payment shall be equal to the present value of the aggregate annual benefits that would have been payable to the Executive had such benefits been paid to Executive in equal monthly installments over the 180-month period i