2004 Committee Charter : TSFG

I. Purpose
The Compensation Committee shall have overall responsibility for designing and evaluating
the executive compensation plans and programs of The South Financial Group, Inc. (the
"Company"). The Compensation Committee also shall be responsible for determining the
Company's policy with respect to the application of Section 162(m) of the Internal Revenue Code of
1986, as amended, and when the Company may pay to its executives compensation that is not
deductible for Federal income tax purposes.
The Compensation Committee should (i) use its best efforts to develop compensation policies
that create a direct relationship between pay levels and corporate performance and returns to
shareholders and (ii) vigilantly monitor the results of such policies to assure that compensation
payable to the Company's executives and Directors provides overall competitive pay levels, creates
proper incentives to enhance shareholder value, rewards superior performance, and is justified by the
returns available to shareholders, particularly when compared to the returns received by the
shareholders of the Company's principal competitors. The Committee will also insure compliance
with Appendix A to 12 CFR Part 30-Interagency Guidelines Establishing Standards for Safety and
Soundness.
The Compensation Committee shall have the authority to delegate to the officers of the
Company responsibility for the day-to-day management of executive compensation as the
Compensation Committee deems appropriate.
II. Composition
The Company's Board of Directors shall select two or more of its members to serve as the
Compensation Committee. Each member of the Compensation Committee shall serve at the
pleasure of the Board of Directors and for such term or terms as the Board of Directors shall
determine. All members of the Compensation Committee should have a working familiarity and
experience with basic compensation practices.
To the extent the Board of Directors deems necessary, one or more members of the
Compensation Committee should qualify as a "non-employee director" within the meaning of Rule
16b-3 of the Securities Act of 1934 (the "Securities Act" and an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, which generally
would preclude the following individuals from serving as members of the Compensation Committee:
(i) Directors who serve as officers or employees of the Company;
(ii) Directors who are receiving compensation from the Company for services or in any
capacity other than a director;
(iii) Directors who are engaged during the fiscal year in transactions with the Company
involving amounts in excess of $60,000 or directors whose family members are
engaging in such transactions;
(iv) Directors who have material business relationships with the Company or directors
who themselves or whose family members have material economic interests in
entities that have material business relationships with the Company;
(v) Directors who are former employees of the Company and who receive compensation
for prior services (other than benefits under tax-qualified retirement plans); and
(vi) Directors who have been officers of the Company.
The requirements described above for members of the Compensation Committee are to be
interpreted consistent with the meaning of "non-employee directors" under Rule 16b-3 of the
Securities Act and "outside directors" under Section 162(m) of the Internal Revenue Code of 1986,
as amended. Additionally, the Board of Directors shall endeavor to ensure that members are not
serving as an executive officer of any other company where an officer of the Company sits on such
other company's Board of Directors.
III. Meetings
The Compensation Committee will meet at least two times a year or more frequently as
circumstances dictate. The Secretary of the Compensation Committee shall prepare the agenda of
each meeting and, if reasonably able, circulate it to each member prior to the meeting. Special
meetings of the Compensation Committee may be called by or at the request of the Chairman of the
Board of Directors, the President of the Company or a majority of the Board of Directors. The
person authorized to call such special meeting may fix any place as the place for holding such
meeting. The Compensation Committee also shall meet at such times as shall be determined by its
Chairperson or upon request of two or more of its members. Procedures for notice and waiver of
notice of any meetings shall be consistent with the procedures required for committees in the Bylaws
of the Company.
IV. Specific Responsibilities
The Compensation Committee shall develop recommendations for the Board of Directors
with respect to the compensation of all executive officers, directors and other key executives,
including items with respect to:
(i) the annual base salary level,
(ii) the annual incentive opportunity level,
(iii) the long-term incentive opportunity level,
(iv) any employment agreements, severance arrangements, and change in
control provisions/agreements, in each case as, when, and if
appropriate, and
(v) any other special or supplemental benefits.
V. Procedural Matters
A majority of the number of members in office immediately before the meeting begins shall
constitute a quorum at any meeting of the Compensation Committee, unless the Bylaws of the
Company provide otherwise. The majority of the members present at any meeting at which a
quorum is present may act on behalf of the Compensation Committee, unless the Bylaws of the
Company provide otherwise. The Chairperson will preside, when present, at all meetings of the
Compensation Committee. The Compensation Committee will keep a record of its meetings and
report on them to the Board of Directors. The Compensation Committee may meet by telephone or
video conference and may take action by written consent of all its members. The procedures
required in the Bylaws of the Company will govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the Compensation Committee.
September 20, 2000