SOUTH FINANCIAL GROUP INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>



                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT



         This Employment Agreement  ("Agreement") is made and entered into as of
this 15th day of July,  2000, by and among William J. Moore,  an individual (the
"Executive"); Carolina First Bank, a South Carolina corporation headquartered in
Greenville,  South Carolina  ("Company");  and The South Financial Group,  Inc.,
(f/k/a Carolina First Corporation),  a South Carolina corporation  headquartered
in  Greenville,  South  Carolina  (?Corporation?).  As  used  herein,  the  term
?Company?  shall include the Company and any and all of its affiliates where the
context applies.

                               W I T N E S S E T H

         WHEREAS the Company is engaged in the business of banking  primarily in
the State of South Carolina (the "Business");

         WHEREAS the Company  desires to employ and retain the  services of, the
Executive as an employee of the Company and as Executive  Vice  President of the
Corporation  and  the  Executive  desires  to  provide  his  services  in  these
capacities to the Company;

         WHEREAS the Executive is willing to accept the employment  contemplated
herein under the terms and conditions set forth herein;

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

         1.     Employment.  Subject to the terms  and  conditions  hereof,  the
                -----------
Company  hereby  employs  the  Executive,  and  Executive  hereby  accepts  such
employment by the Company  having such  duties and responsibilities  as are  set
forth in Section 3 below.


         2.      Definitions.  For purposes  of  this  Agreement,  the following
                 ------------
terms shall have the meanings specified below.


         "Board of Directors"  shall  mean  the   board  of  directors   of  the
Corporation.

         "Change in Control" shall mean

                (i) the  acquisition,  directly  or  indirectly,  by any  Person
         within  any  twelve  month  period  of  securities  of the  Corporation
         representing  an aggregate of 20% or more of the combined  voting power
         of the Corporation's then outstanding securities; or

                (ii) during any period of two consecutive years, individuals who
         at the  beginning  of such period  constitute  the Board of  Directors,
         cease for any reason to constitute at least a majority thereof,  unless
         the  election of each new director was approved in advance by a vote of
         at least a  majority  of the  directors  then  still in office who were
         directors at the beginning of the period; or

                (iii)  consummation  of (A) a  merger,  consolidation  or  other
         business  combination  of the  Corporation  with any  other  Person  or
         affiliate  thereof,  other  than a merger,  consolidation  or  business
         combination  which would result in the outstanding  common stock of the

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         Corporation  immediately prior thereto  continuing to represent (either
         by remaining outstanding or by being converted into common stock of the
         surviving entity or a parent or affiliate  thereof) at least 51% of the
         outstanding  common stock (on a fully diluted basis) of the Corporation
         or such  surviving  entity or parent or affiliate  thereof  outstanding
         immediately after such merger,  consolidation or business  combination,
         or  (B) a  plan  of  complete  liquidation  of  the  Corporation  or an
         agreement  for the sale or  disposition  by the  Corporation  of all or
         substantially all of the Corporation's assets; or

                (iv) the occurrence of any other event or circumstance  which is
         not covered by (i),  (ii) or (iii)  above which the Board of  Directors
         determines  affects  control  of  the  Corporation  and,  in  order  to
         implement the purposes of this  Agreement as set forth above,  adopts a
         resolution  that such  event or  circumstance  constitutes  a Change in
         Control for the purposes of this Agreement.

         "Cause" shall mean (i) fraud; or (ii) embezzlement; or (iii) conviction
of the Executive of any felony; or (iv) dereliction of duties, or (v) a material
breach of, or the wilful  failure or  refusal by the  Executive  to perform  and
discharge the Executive's  duties,  responsibilities  and obligations under this
Agreement;  or (vi) any act of  moral  turpitude  or  wilful  misconduct  by the
Executive  intended to result in personal  enrichment  of the  Executive  at the
expense of the Company or any of its affiliates, or which has a material adverse
impact on the  business or  reputation  of the Company or any of its  affiliates
(such  determination  to be made by the  Board of  Directors  in its  reasonable
judgment);  or (vii) intentional  material damage to the property or business of
the  Company;  or (viii)  gross  negligence;  or (ix) the  ineligibility  of the
Executive to perform his duties  because of a ruling,  directive or other action
by any agency of the  United  States or any state of the  United  States  having
regulatory  authority  over the  Company.  In  addition,  Company may  terminate
Executive for cause due to failure to achieve the expectations and goals set for
Executive  by the  Company?s  Chief  Executive  Officer  or Board of  Directors;
provided,  however,  any such  for  Cause  termination  shall  be  subject  to a
requirement of written notice of the failure from the Chief  Executive  Officer,
and Executive shall have a 90-day right to cure the failure.

         "Protected  Information"  shall mean  trade  secrets,  confidential  or
proprietary  information  and  all  other  knowledge,   know-how,   information,
documents or materials,  owned, developed, or possessed by the Company or any of
its subsidiaries or affiliates,  whether tangible or intangible form, pertaining
to the  Business of the Company or the  Business of any of its  subsidiaries  or
affiliates,  including without limitation,  research and development operations,
systems,  data bases,  computer programs,  computer software,  designs,  models,
operating procedures, knowledge of the organization, products (including prices,
costs, sales or content), processes,  technical or non-technical data, programs,
methods,  techniques,  processes, office machinery,  contracts,  financial data,
financial plans,  financial  information or measures,  business methods,  future
business  plans,  details of consultant  contracts,  new  personnel  acquisition
plans, business acquisition plans,  customers (including identities of customers
and  prospective  customers,  identities  of  individual  contacts  at  business
entities which are customers or prospective customers,  preferences,  businesses
or habits),  business  relationships and other information  owned,  developed or
possessed by the Company or its  subsidiaries  or affiliates,  which (i) derives
economic value, actual or potential,  from not being generally known to, and not
being readily  ascertainable by proper means by, other persons,  and (ii) is the
subject of efforts that are reasonable  under the  circumstances to maintain its
secrecy or confidentiality;  provided, however, that protected information shall
not include information that is generally known to the public or the trade. Such
information and compilations of information  shall be  contractually  subject to
protection under this Agreement  whether or not such  information  constitutes a
trade  secret  and is  separately  protectable  at law or in  equity  as a trade
secret.  Protected  information does not include protected business  information
which does not  constitute a trade secret under  applicable  law two years after
expiration or termination of this Agreement.

         "Disability" or "Disabled"  shall mean the  Executive's  inability as a
result of any  physical  or  mental  incapacity  to  substantially  perform  his
essential  duties for the Company on a  full-time  basis for a period of six (6)
months with or without reasonable accommodation.

         "Good Reason" shall mean the  termination  by Executive of  Executive?s
employment due to the assignment to the Executive of any duties  inconsistent in
any material respect with the Executive's  position (including status,  offices,
titles and reporting  requirements),  authority,  duties, or responsibilities as
contemplated by Section 3 of this Agreement,  including any duties  inconsistent
in any material  respect with the  Executive's  position,  authority,  duties or

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responsibilities  with the Company or  Corporation  or any action by the Company
which results in a material diminishment in such position,  authority, duties or
responsibilities  as in effect  immediately  before the Change in  Control.  The
Executive shall have the right to terminate his employment  under this Agreement
for Good Reason upon prior  written  notice to the  Company,  in which case this
Agreement  shall  terminate on the date  specified in such notice;  provided the
date of  termination  specified in the notice shall be at least thirty (30) days
after the delivery of the notice.

         "Person" shall mean any  individual,  corporation,  bank,  partnership,
joint  venture,   association,   joint-stock  company,   trust,   unincorporated
organization or other entity.

         "Voluntary  Termination"  shall mean the  termination  by  Executive of
Executive's employment other than for Good Reason.

         3.     Duties.
                ------

                3.1 During the Term hereof,  the Executive  shall be responsible
         for  consumer  lending for the Company and its  affiliates,  Blue Ridge
         Finance Company,  Inc. and Resource  Processing  Group,  Inc., and will
         assist in developing consumer lending,  technical support systems,  and
         corporate acquisition  opportunities.  In addition, the Executive shall
         have such more specific responsibilities or duties as may be determined
         and  assigned  to  the  Executive  from  time-to-time  by or  upon  the
         authority of the Board of Directors,  or the Chief Executive Officer of
         the Company.  The Executive  shall serve the Company  faithfully and to
         the best of his  ability,  devoting  substantially  all of his business
         time,  attention,   knowledge,   energy  and  skills  to  the  diligent
         performance  of his duties,  except for that time and  attention  that,
         consistent  with the  practices  of  other  senior  executive  officers
         similarly  situated,  the  Executive  may devote to civic or  community
         affairs,  other business  matters that do not interfere in any material
         respect with the  performance by the Executive of services  required to
         be performed by him hereunder, or time devoted to serving as a director
         of other companies.  If elected,  the Executive also shall serve during
         any part of the Term  hereof as any other  officer or a director of the
         Company or any  subsidiary  corporation  or parent  corporation  of the
         Company without any compensation therefor.

                3.2 Executive  shall not,  without the prior written  consent of
         the Company,  at any time during the Term hereof (i) accept  employment
         with,  or render  services of a business,  professional  or  commercial
         nature to,  any  Person  other  than the  Company,  (ii)  engage in any
         venture or activity  which the Company may in good faith consider to be
         competitive  with or adverse to the  business  of the Company or of any
         affiliate  of  the  Company,  whether  alone,  as a  partner,  or as an
         officer,  director,  employee or shareholder or otherwise,  except that
         the ownership of not more than 5% of the stock or other equity interest
         of any publicly traded  corporation or other entity shall not be deemed
         a violation of this Section, or (iii) engage in any venture or activity
         which the Board of  Directors  may in good faith  consider to interfere
         with Executive's performance of his duties hereunder.

         4.     Term. The Executive's employment  hereunder  shall be for a term
of  two  years (the "Term") commencing  on July 1,  2000 and  ending on June 30,
2002, unless terminated earlier as provided herein.

         5.     Termination.  This Agreement may be terminated as follows:
                -----------

                5.1 The Company.  The Company  shall have the right to terminate
                    ------------
         Executive's employment hereunder at any time during the Term hereof (i)
         for Cause, (ii) if the Executive becomes Disabled and unable to perform
         the  essential  duties  of his  position  with  or  without  reasonable
         accommodation, or (iii) upon the Executive's death.

                      5.1.1 If the  Company  terminates  Executive's  employment
                under this Agreement  pursuant to clause (i) of Section 5.1, the
                Company's  obligations  hereunder  shall cease as of the date of
                termination,  except that Executive shall be paid immediately in
                a lump sum a pro-rata portion of the compensation  amounts under
                Section 6 which  have not been  previously  paid  based upon the
                actual length of Executive?s  employment with Company,  plus any

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<PAGE>
                amounts deferred under Section 6.2. For example,  if Executive?s
                employment is terminated  under this Section 5.1.1 on January 1,
                2001,  Executive  will be paid  $250,000 and any unpaid  amounts
                previously deferred under Section 6.2.

                      5.1.2 If the Company terminates  Executive during the Term
                hereof  pursuant  to clauses  (ii) or (iii) of  Section  5.1 and
                there has been a Change in Control,  Executive shall be entitled
                to  receive  immediately  in a lump sum as  severance  upon such
                termination, the compensation and benefits provided in Section 6
                hereof that would otherwise be payable for the remaining Term of
                this Agreement and any deferred  compensation  under Section 6.2
                hereof.

                      5.1.3 If the Company terminates  Executive during the Term
                hereof  pursuant  to clauses  (ii) or (iii) of  Section  5.1 and
                there has been no Change in Control, Executive shall be entitled
                to  receive  immediately  in a lump sum as  severance  upon such
                termination,  a  pro-rata  portion of the  compensation  amounts
                under Section 6 which have not been  previously  paid based upon
                the actual length of Executive?s  employment with Company,  plus
                any  amounts  deferred  under  Section  6.2.  For  example,   if
                Executive?s employment is terminated under this Section 5.1.3 on
                January 1, 2001,  Executive will be paid $250,000 and any unpaid
                amounts previously deferred under Section 6.2.

                      5.1.4 If the Company terminates  Executive during the Term
                hereof  other than  pursuant  to clauses  (i),  (ii) or (iii) of
                Section 5.1, Executive shall be entitled to receive  immediately
                in a lump sum as severance upon  termination,  the  compensation
                and benefits  provided in Section 6 hereof that would  otherwise
                be payable  for the  remaining  Term of this  Agreement  and any
                deferred compensation under Section 6.2 hereof.

                5.2 By  Executive.  Executive  shall have the right to terminate
                    --------------
         his  employment  hereunder  (i) by Voluntary  Termination;  (ii) if the
         Company materially breaches this Agreement and such breach is not cured
         within  30 days  after  written  notice  of such  breach  is  given  by
         Executive to the Company;  or (iii) if there is a termination  for Good
         Reason. If the Executive elects to terminate his employment pursuant to
         this  Section,  Executive  must do so within  twelve  (12)  months of a
         Change in Control.

                      5.2.1 If Executive  terminates his employment  pursuant to
                clause (i) of Section 5.2, the Company's  obligations under this
                Agreement  shall  cease as of the date of such  termination  and
                Executive shall be subject to the noncompetition  provisions set
                forth in Section 9 hereof; provided, however, Executive shall be
                entitled to receive  immediately in a lump sum as severance upon
                such termination, a pro-rata portion of the compensation amounts
                under Section 6 which have not been  previously  paid based upon
                the actual length of Executive?s  employment with Company,  plus
                any  amounts  deferred  under  Section  6.2.  For  example,   if
                Executive?s employment is terminated under this Section 5.2.1 on
                January 1, 2001,  Executive will be paid $250,000 and any unpaid
                amounts previously deferred under Section 6.2.

                      5.2.2 If, within twelve (12) months  following a Change in
                Control,  Executive terminates his employment hereunder pursuant
                to clauses  (ii) or (iii) of  Section  5.2.  Executive  shall be
                entitled to receive  immediately in a lump sum as severance upon
                termination, the compensation and benefits provided in Section 6
                hereof for the remaining Term of this Agreement and any deferred
                compensation under Section 6.2 hereof.

                      5.2.3 If, Executive  terminates his employment pursuant to
                clause  (ii) of  Section  5.2 and  there  has been no  Change in
                Control, Executive shall be entitled to receive immediately in a
                lump sum as severance upon  termination,  the  compensation  and
                benefits  provided in Section 6 hereof for the remaining Term of
                this Agreement and any deferred  compensation  under Section 6.2
                hereof.

         6. Compensation. In consideration of Executive's services and covenants
            -------------
hereunder,  Company  shall  pay  to  Executive  the  compensation  and  benefits
described  below (which  compensation  shall be subject to such  deductions  and
withholdings  as are  required  by law or policies of the Company in effect from

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time to time,  provided that his salary pursuant to Section 6.1 shall be payable
not less frequently than monthly):

                6.1 Annual Salary. During the Term hereof and subject to Section
                    --------------
         6.2, the Company  shall pay  Executive a salary at the rate of $500,000
         per annum. The first $500,000 salary payment shall be paid to Executive
         in a lump sum on January 3, 2002.  The second  $500,000  salary payment
         shall be paid to Executive in a lump sum on January 2, 2003.

                6.2  Salary  Deferrals.  Prior to the  time of a salary  payment
                     ------------------
         under  Section  6.1,  Executive  may elect to defer all or part of such
         salary payment into a ?rabbi trust.?  Any salary deferral amounts under
         this  Section  6.2 shall be held in the rabbi  trust by the Company and
         shall be subject to the claims of creditors of the Company.  Such trust
         shall be an irrevocable trust to fund the obligations hereunder and (i)
         shall have as trustee a person or entity  acceptable to Executive,  and
         (ii) shall contain such other terms and  conditions  as are  reasonably
         necessary  in  Executive?s   determination   to  ensure  the  Company?s
         compliance with its obligations hereunder.

                6.3 Expenses.  Any  reasonable and necessary  business  expenses
                    ---------
         incurred by Executive on behalf of the Company  shall be  reimbursed by
         the Company upon receipt of adequate  written  evidence of the business
         expense in the standard form required by Company.

                6.4  Beneficiary.  In the event Executive dies following the end
                     ------------
         of the Term of this  Agreement  but before the payment of amounts under
         Section 6.1 such remaining  amounts shall be paid to Executive?s  wife,
         Louise O. Moore,  as otherwise  scheduled to be paid under Section 6.1.
         In the event Louise O. Moore should die prior to receipt of all amounts
         otherwise  payable under this Section 6.4 (or if Louise O. Moore should
         predecease Executive), then the remaining balance shall be divided into
         as many equal shares as there are children of Executive then living and
         deceased  children of Executive with descendants  then living.  Company
         shall pay one such equal share to each child of  Executive  then living
         and one  such  equal  share  to the  descendants  then  living  of each
         deceased  child of  Executive,  per stirpes.  In the event there are no
         children or descendants of Executive then living, Company shall pay the
         remaining amount to Executive?s estate.

                6.5  Other  Benefits.  Executive  hereby  waives  his  right  to
                     ----------------
         participate in any employee benefit plan (as defined in Section 3(3) of
         the Employee  Retirement Income Security Act of 1974, as amended),  any
         fringe  benefit  plan or program,  and any bonus or other  compensation
         plan that is  sponsored  by the  Company.  Company  shall not provide a
         Company car to Executive.

         7. Excess Parachute Payments. It is the intention of the parties hereto
            --------------------------
that the  severance  payments  and other  compensation  provided  for herein are
reasonable  compensation  for Executive's  services to the Company and shall not
constitute "excess parachute payments" within the meaning of Section 28OG of the
Internal Revenue Code of 1986, as amended,  and any regulations  thereunder.  In
the event that the Company's independent  accountants acting as auditors for the
Company on the date of a Change of Control  determine that the payments provided
for herein constitute "excess parachute payments," then the compensation payable
hereunder shall be reduced to the point that such compensation shall not qualify
as "excess parachute payments."

         8.  Confidentiality.  Executive  acknowledges that, prior to and during
             ----------------
the term of this  Agreement,  the  Company  has  furnished  and will  furnish to
Executive Protected  Information which could be used by Executive on behalf of a
competitor of the Company to the Company's substantial detriment. In view of the
foregoing,  Executive  acknowledges  and agrees that the  restrictive  covenants
contained in this  Section are  reasonably  necessary  to protect the  Company's
legitimate  business  interests  and  goodwill.  Executive  agrees that he shall
protect  the  Company's  Protected  Information  and shall not  disclose  to any
Person,  or otherwise  use,  except in connection  with his duties  performed in
accordance with this Agreement,  any Protected Information;  provided,  however,
that Executive may make disclosures required by a valid order or subpoena issued

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by a court or administrative  agency of competent  jurisdiction,  in which event
Executive will promptly  notify the Company of such order or subpoena to provide
the Company an  opportunity to protect its  interests.  Upon the  termination or
expiration of his employment hereunder, the Executive agrees to deliver promptly
to the Company all Company files, customer lists, management reports, memoranda,
research, Company forms, financial data and reports and other documents supplied
to or created by him in connection with his employment  hereunder (including all
copies of the  foregoing) in his  possession or control and all of the Company's
equipment and other materials in his possession or control.

         9.  Noncompetition.  In the event that Executive's  employment with the
             ---------------
Company is terminated before a Change in Control voluntarily by the Executive or
by the Board of Directors  pursuant to clause (i) of Section 5.1, then Executive
shall not, for a period of one year following such termination of employment (i)
become employed by any insured  depository  institution  which conducts business
activities  in the State of South  Carolina  or the  counties  in the  States of
Florida  and North  Carolina in which the  Company  and its  affiliates  conduct
business operations; (ii) attempt to interfere with any business relationship of
the  Company or its  affiliates,  including  without  limitation,  employee  and
customer  relationships;  or (iii) otherwise  compete against the Company or its
affiliates,  directly or indirectly,  either as principal,  agent,  employee, or
owner (if the percentage of ownership  exceeds 10% of the entity).  In the event
that  Executive's  employment is terminated for any reason following a Change in
Control (whether by the Company or Executive), it is expressly acknowledged that
there shall be no  limitation  on any activity of  Executive,  including  direct
competition with the Company, its affiliates,  or their successors,  and Company
shall not be entitled to injunctive  relief with respect to any such  activities
of Executive.

         10.  Assignment.  The parties  acknowledge that this Agreement has been
              -----------
entered into due to, among other things,  the special  skills of Executive,  and
agree that this Agreement may not be assigned or  transferred  by Executive,  in
whole or in part,  without the prior written  consent of Company.  The Executive
acknowledges  that the  services to be rendered by the  Executive  are  special,
unique and of extraordinary character and, in connection with such services, the
Executive  will have  access to  Protected  Information  vital to the  Company's
Business and the business of its subsidiaries and affiliates. By reason of this,
the Executive  consents and agrees that if the Executive violates any provisions
of Section 9, hereof,  the Company could sustain  irreparable  injury that money
damages  will not  provide  adequate  remedy to the Company and that the Company
shall be entitled to have  Section 9  specifically  enforced by any court having
equity jurisdiction.  Nothing contained herein shall be construed as prohibiting
the Company and any of its  subsidiaries  or affiliates  from pursuing any other
remedies  available to it for such breach or  threatened  breach,  including the
recovery of damages from the Executive.

         11. Notices. All notices,  requests,  demands, and other communications
             --------
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail postage prepaid:

                To the Company:  Carolina First Corporation
                                 102 South Main Street
                                 Greenville, South Carolina  29601
                                 Attn:  Chairman of the Board

                To Executive:    William J. Moore
                                 105 Latour Way
                                 Greer, South Carolina 29650

Any party may change the address to which notices, requests,  demands, and other
communications  shall be  delivered  or mailed by giving  notice  thereof to the
other party in the same manner provided herein.

         12.  Provisions  Severable.  If any provision or covenant,  or any part
              ----------------------
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable,  either  in whole  or in part,  such  invalidity,  illegality  or
unenforceability  shall not affect the validity,  legality or  enforceability of
the remaining  provisions or covenants,  or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

         13.  Remedies.  All  claims,  disputes  and other  matters in  question
              ---------
between  the  Executive  and  the  Company  arising  out  of or  related  to the
interpretation  of this  Agreement  or the breach of this  Agreement,  except as
specifically governed by the foregoing provisions where there may be irreparable
harm and damage to the Company which could not be compensated in damages,  shall
be  decided  by  arbitration  in  accordance  with  the  rules  of the  American
Arbitration  Association.  This  agreement  to arbitrate  shall be  specifically
enforceable  under  applicable law in any court having  jurisdiction.  The award
rendered by the arbitrator shall be final and judgment may be entered upon it in
accordance with the applicable law of any court having jurisdiction thereof.

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<PAGE>
                In the event that  Executive  is  reasonably  required to engage
legal  counsel to enforce his rights  hereunder  against the Company,  Executive
shall be entitled to receive from the Company his reasonable attorneys' fees and
costs;  provided that Executive  shall not be entitled to receive those fees and
costs related to matters,  if any, which were the subject of litigation and with
respect to which a judgment is rendered against Executive.

         15.  Waiver.  Failure  of  either  party  to  insist,  in one  or  more
              -------
instances,  on performance by the other in strict  accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or  relinquishment  of
any right  granted in this  Agreement or of the future  performance  of any such
term or condition or of any other term or  condition of this  Agreement,  unless
such waiver is contained in a writing signed by the party making the waiver.

         16. Binding Agreement.  This  Agreement  shall  be  binding   upon  the
             ------------------
Corporation and Company  and  their  respective  successors and assigns and upon
Executive and his executors, personal representatives, successors and assigns.

         17. Entire  Agreement.       This  Agreement  represents   the   entire
             ------------------
understanding of the parties hereto and shall supercede all prior agreements and
understandings between Executive and Corporation.

         18. Amendments  and  Modifications.   This  Agreement may be amended or
             -------------------------------
modified  only by a writing  signed by other parties hereto.

         19. Governing  Law.  The  validity  and effect of this agreement  shall
             ---------------
be governed by and  construed  and  enforced  in accordance with the laws of the
State of South Carolina.



         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                          EXECUTIVE:

                                          /s/ William J. Moore
                                          --------------------
                                          William J. Moore


                                          CAROLINA FIRST BANK

                                          By: /s/ Mack I. Whittle
                                             -----------------------
                                          Mack I. Whittle
                                          Chief Executive Officer


                                          THE SOUTH FINANCIAL GROUP, INC.

                                          By: /s/ Mack I. Whittle
                                             ----------------------
                                          Mack I. Whittle
                                          Chief Executive Officer

                                       7

</TEXT>
</DOCUMENT>
