2004 Committee Charter : TSFG
The Executive Committee shall have overall responsibility for all corporate actions, plans
and programs of The South Financial Group, Inc. (the "Company") that are within the corporate
power or authority of the Board of Directors of the Company, except as otherwise prohibited by
applicable law or the Bylaws of the Company. In particular, the Executive Committee shall have
authority to review, guide and take any and all other permissible actions with respect to the business
and affairs of the Company as usually taken by the Board of Directors when the Executive
Committee determines that it is appropriate to act prior to the next Board of Directors meeting. Any
action taken by the Executive Committee shall be reported at the next Board of Directors meeting.
However, notwithstanding any other provision of this Charter, the Executive Committee may not:
(i) Authorize distributions;
(ii) Approve or propose to the shareholders action that the South Carolina Business
Corporation Act of 1988 (the "Act") requires to be approved by shareholders;
(iii) Fill vacancies on the Board of Directors or on any of its committees;
(iv) Amend the Articles of Incorporation of the Company;
(v) Adopt, amend or repeal Bylaws of the Company;
(vi) Approve a plan of merger not requiring shareholder approval;
(vii) Authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; or
(viii) Authorize or approve the issuance or sale or contract for sale of shares or determine
the designation and relative rights, purposes, and limitations of a class or series of
shares, except that the Board of Directors may authorize the Executive Committee to
do so within limits specifically prescribed by the Board of Directors.
The Executive Committee shall have the authority to delegate responsibility for the day-today
affairs and management of the Company to the same extent as the Board of Directors.
The Company's Board of Directors shall select two or more of its members to serve as the
Executive Committee. Each member of the Executive Committee shall serve at the pleasure of the
Board of Directors and for such term or terms as the Board of Directors shall determine.
The Executive Committee will meet as frequently as circumstances dictate. The Secretary of
the Executive 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 Executive 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 Executive 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. 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 Executive 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 Executive Committee, unless the Bylaws of the Company provide
otherwise. The Chairperson will preside, when present, at all meetings of the Executive Committee.
The Executive Committee will keep a record of its meetings and report on them to the Board of
Directors. The Executive 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 Executive Committee.
September 20, 2000