EXHIBIT 10.2

                                 AMENDMENT #1 TO
             THE SOUTH FINANCIAL GROUP 2004 LONG-TERM INCENTIVE PLAN

This Amendment #1 (this "Amendment") to The South Financial Group 2004 Long-Term
Incentive Plan (the "Plan") is made by The South  Financial  Group,  Inc., to be
effective as of the date hereof, subject to receipt of any necessary shareholder
approval.  Capitalized  terms not otherwise  defined in this  Amendment have the
meanings assigned to them in the Plan.

         The last  sentence of Section 3(a) shall be amended to read as follows:
         No more than 1,200,000  shares of Restricted Stock may be issued during
         the term of the Plan.

         The last  sentence  of  Section  8(b)(i)  shall be  amended  to read as
         follows:  No more than 25,000  shares of Common Stock may be subject to
         Qualified  Performance Based Awards granted to any Eligible  Individual
         in any fiscal year of the Company.

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 February 18, 2004.

                                 The South Financial Group, Inc.


                                 By:  /s/   William S. Hummers III
                                 Name:      William S. Hummers, III
                                 Title:     Executive Vice President