2004 Committee Charter : TSFG

Nominating And Corporate Governance Committee
Of The Board Of Directors Of The South Financial Group, Inc.
Adopted February 12, 2003
I. GENERAL
The Nominating and Corporate Governance Committee (the "Committee") is established in accordance
with the Bylaws of The South Financial Group, Inc. (the "Corporation"). Committee members, who must
number at least three Directors, are appointed annually by the Board and may be replaced by the Board.
None of the Committee members may be an officer or former officer of the Corporation. The Committee
may appoint a Secretary, who need not be a Director. The Committee Chairman shall be appointed by the
Board.
The members of the Committee shall meet the independence requirements of the rules of the National
Association of Securities Dealers ("NASD") as applicable to companies listed on the Nasdaq Stock Market
and shall meet any other standards of independence as may be prescribed for purposes of any federal
securities laws relating to the Committee's duties and responsibilities.
II. PURPOSE OF THE COMMITTEE
The Committee's purpose is to assist the Board in promoting the best interests of the Corporation and its
shareholders through the implementation of sound corporate governance principles and practices. The
Committee will accomplish this by: (1) assisting the Board by identifying individuals qualified to become
Board members, and recommending to the Board the Director nominees for the next annual meeting of
shareholders; (2) reviewing the qualifications and independence of the members of the Board and its various
committees on a regular periodic basis and making any recommendations the Committee members may deem
appropriate from time to time concerning any recommended changes in the composition of the Board and its
committees; (3) recommending to the Board the Corporate Governance Guidelines and standards regarding
the independence of outside directors applicable to the Corporation and reviewing such Guidelines and
standards and the provisions of this Charter on a regular periodic basis to confirm that such Guidelines,
standards and this Charter remain consistent with sound corporate governance practices and with any legal,
regulatory or NASD requirements and any recommendations of the federal banking regulators regarding
general best corporate governance practices; (4) monitoring the Board's and the Corporation's compliance
with any commitments made to the Corporation's regulators or otherwise regarding changes in corporate
governance practices; and (5) leading the Board in its annual review of the Board's performance.
III. RESPONSIBILITIES OF THE COMMITTEE
The following activities are set forth as a guide with the understanding that the Committee may diverge from this guide as it
considers appropriate.
(a) Identify potential candidates for nomination as Directors on an ongoing basis, in such
manner as the Committee deems appropriate;
(b) Recommend to the Board the number of Directors to be elected and a slate of nominees for
election as Directors at the Corporation's annual meeting of shareholders;
(c) Recommend to the Board persons to be appointed as Directors in the interval between
annual meetings of the Corporation's shareholders;
(d) Recommend to the Board standards for determining outside director independence
consistent with the requirements of the NASD and other legal or regulatory corporate
governance requirements and review and assess these standards on a periodic ongoing basis;
(e) Review the qualifications and independence of the members of the Board and its various
committees on a regular periodic basis and make any recommendations the committee
members may deem appropriate from time to time concerning any recommended changes in
the composition of the Board and its committees;
(f) Oversee the Corporation's director orientation and continuing education programs;
(g) Oversee matters related to the compensation and benefits of outside, non-employee
Directors and make such recommendations to the Board as the Committee deems
appropriate;
(h) Recommend to the Board a retirement policy for Directors and a policy relating to Directors
who have experienced a change in the job responsibilities they held at the time they became
a Director;
(i) Recommend to the Board such changes to the Board's Committee structure and Committee
functions as the Committee deems advisable;
(j) Confirm that each standing Committee of the Board has a Charter in effect and that such
Charter is reviewed at least annually by its Committee;
(k) Receive comments from all Directors and report annually to the Board with an assessment
of the Board's performance, to be discussed with the full Board near or following the end of
each fiscal year.
(1) Review shareholder proposals duly and properly submitted to the Corporation and
recommend appropriate action to the Board;
(m) Review any proposed amendments to the Corporation's Articles of Incorporation and
Bylaws and recommend appropriate action to the Board;
(n) Review and assess the adequacy of the Corporate Governance Guidelines of the Company
and recommend any proposed changes to the Board for approval;
(o) Review and assess the Corporation's compliance with the corporate governance
requirements established by the NASD and the requirements established under the
Sarbanes-Oxley Act, by federal banking laws and regulations or, otherwise as applicable to
each of the Corporation and its subsidiaries and controlled affiliates;
(p) Monitor the Board's and the Corporation's compliance with any commitments made to the
Corporation's regulators or otherwise regarding changes in corporate governance practices;
(q) Recommend to the Board such additional actions related to corporate governance matters as
the Committee may deem necessary or advisable from time to time;
(r) Review and assess the quality and clarity of the information provided to the Board
and the Committee and make recommendations to management as the Committee
deems appropriate from time to time for improving such materials;
(s) Evaluate the effectiveness of the Board's oversight of management activities and affiliates;
(t) Review and assess the Board's effectiveness in monitoring exceptions to Board-approved
policies and guidelines;
(u) Review Board and committee processes for assessing the adequacy and completeness of
their respective minutes, the process for the review and approval of such minutes and the
retention of such minutes and any related materials presented to the Board or its committees
for review.
With respect to the responsibilities listed above, the Committee shall:
(a) Report regularly to the Board on its activities;
(b) Maintain minutes of its meetings and records relating to those meetings and the Committee
activities;
(c) Have the sole authority to retain and terminate any search firm to be used to identify
Director candidates and to approve the search firm's fees and other retention terms;
(d) Have authority to obtain advice and assistance from internal or external legal, accounting or
other advisors;
(e) Form and delegate authority to subcommittees of one or more Committee members when
appropriate;
(f) Review and reassess the adequacy of this Charter annually and recommend to the Board any
proposed changes to this Charter; and
(g) Annually review the Committee's own performance.
IV. GENERAL
In performing their responsibilities, Committee members are entitled to rely in good faith on information,
opinions, reports or statements prepared or presented by:
(a) One or more officers or employees of the Corporation whom the Committee member
reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, independent auditors, or other persons as to matters which the Committee member
reasonably believes to be within the professional or expert competence of such person; or
(c) Another committee of the Board as to matters within its designated authority, which
committee the Committee member reasonably believes to merit confidence.