EXHIBIT 10.1.1
AMENDMENT 1 TO THE SOUTH FINANCIAL GROUP'S
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT PLAN
This Amendment 1 (this "Amendment") to The South Financial Group
Amended and Restated Restricted Stock Agreement Plan (the "Plan") is made by The
South Financial Group, to be effective as of the date hereof. Capitalized terms
not otherwise defined in this Amendment have the meanings assigned to them in
the Plan.
The third and fourth sentences of Section 1 of the Plan are hereby
deleted and replaced with the following:
Subject to adjustment in accordance with the provisions of Section 8
hereof, the total amount of Shares which may be issued pursuant to
Restricted Stock Agreements under the Plan shall not exceed in the
aggregate 500,000 Shares. This limitation of 500,000 Shares shall be
calculated as of the date hereof, and any Shares previously granted
under the Plan (as adjusted pursuant to Section 8 hereof) shall be
counted against this 500,000 Share limitation.
Except as amended by this Amendment, the Plan is ratified and affirmed
in its entirety.
IN WITNESS WHEREOF, this Amendment is entered into as of November 18,
1997.
THE SOUTH FINANCIAL GROUP
By: /s/ Xxxxxxx X. Hummers III
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Name: Xxxxxxx X. Hummers III
Title: Executive Vice President
