SOUTH FINANCIAL GROUP INC
AMENDMENT TO OPTION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-1.txt
<DESCRIPTION>AMENDMENT TO OPTION PLAN
<TEXT>



                                                                    EXHIBIT 10.1


              AMENDMENT 5 TO AMENDED AND RESTATED STOCK OPTION PLAN


Section 4(d) of the Plan is hereby amended to read as follows:

d. Time of Granting  Options.  The date of grant of an Option hereunder shall be
the date on which the Board or  Committee  makes the  determination  of granting
such  Option,  provided,  however  that in the case of an option (1)  originally
granted  by a  company  to which  the  Company  is a  successor  (by  merger  or
otherwise)  of the  obligations  of such  option and (2) which the  Company  has
elected to treat as being  issuable  under the Plan,  the date of grant shall be
the date on which such option was originally granted by the predecessor company.
Notice of the  determination  shall be given to each  officer or key employee to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.



Effective: August 19, 2002

</TEXT>
</DOCUMENT>
