rst Amendment To Noncompetition, Severance And Employment Agreement Between The South Financial Group, Inc. (F/K/A Carolina First Corporation) And Andrew B. Cheney

Notice:  This Contract Is Subject To Arbitration Pursuant To The South Carolina Uniform Arbitration Act
First Amendment To Noncompetition, Severance And
Employment Agreement Between The South Financial Group, Inc.
(F/K/A Carolina First Corporation) And Andrew B. Cheney

     This First Amendment to the Noncompetition, Severance and Employment Agreement (“Amendment”) is made and entered into this 7th day of December, 2005, by and between Andrew B. Cheney, an individual, (“Executive”) and The South Financial Group, Inc. (f/k/a Carolina First Corporation), a South Carolina corporation financial institution holding company headquartered in Greenville, South Carolina (“Company”). As used herein, “Company” shall include the Company and any of its subsidiaries where the context so applies.

WITNESSETH

      WHEREAS , the Executive and Company entered into an Employment Agreement dated March 31, 2000, which was effective February 15, 2000 (“Agreement”); and

      WHEREAS , the Executive and Company desire to amend the Agreement as provided herein.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

           1. Effective October 19, 2005, Executive will cease to be President of Mercantile Bank and will become Chairman of the Board of Mercantile Bank but will remain a Senior Executive and employee of Mercantile Bank through the earlier of December 31, 2007 or Executive’s actual date of termination of employment.

           2. Section 4, &