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Consulting Agreement

This is an actual contract by South Financial Group.

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Sectors: Banking
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: March 01, 2010
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Exhibit 10.9-b


This CONSULTING AGREEMENT (this " Consulting Agreement" ) is made and entered into as of March 1, 2010 (the " Effective Date" ), by and between J. W. Davis, an individual resident of the State of North Carolina (" Consultant" ) and Carolina First Bank (the " Company" ), a business corporation organized and existing under the laws of the State of South Carolina.

Factual Recitals

Consultant has served in various officer positions of the Company, and has tendered his resignation and retirement from such positions on or about the date hereof. The Company desires to avail itself of Consultant' s knowledge and experience in selected areas in which his continuing advice, counsel and efforts can be the most meaningful. Consultant and the Company are parties to that certain Noncompetition, Severance and Employment Agreement dated May 13, 2003 (the " Employment Agreement" ), which is terminated as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, Consultant and the Company, intending to be legally bound, hereby agree as follows:

Section I.


The Company hereby engages Consultant as an independent contractor, and Consultant hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Consulting Agreement. Consultant' s engagement under this Consulting Agreement shall commence as of the Effective Date and end on February 28, 2011.

The parties acknowledge that at the Effective Date, Company is a participant in the Capital Purchase Program under the Emergency Economic Stabilization Act of 2008 (" EESA" ), which imposes certain restrictions on the compensation of current and former executive officers and directors. As of the date hereof, the parties in good faith believe that the amounts payable under this Consulting Agreement represent payments for bona fide services to be performed and, as such, are not prohibited " golden parachute payments." Notwithstanding anything to the contrary herein, Company may terminate the Consulting Agreement, and cease future payments and/or recover from Consultant any amounts previously paid hereunder, if and to the extent required by EESA, as amended by the American Recovery and Reinvestment Act of 2009, and ap plicable regulations and standards issued by the Secretary of the Treasury under such Acts.

Except as expressly set forth herein, the Employment Agreement and all other agreements between the Company (including any affiliates) and Consultant, are hereby terminated (without further liability on the part of either party).

Section II.


During the term hereof, Consultant shall provide the following professional consulting and advisory services (the " Consulting Services" ) as may be requested from time to time by the Chief Executive Officer of Company or the Board of Directors of the Company:

b7 Assist, at the direction of the local market president, in the collection of problem or potential problem loans; b7 Assist, at the direction of the local market president, in targeted business development activities;

b7 As requested, represent the Bank in a positive manner at various community events or functions.

By way of clarification, Consultant shall have no direct or indirect lending authority.

In providing the Consulting Services, the Chief Executive Officer and Consultant will agree on the appropriate work schedule necessary to accomplish the requested services and desired results. Consultant will control the means, methods, time, resources, and manner required to perform the consulting and advisory services requested from him. Chief Executive Officer and Consultant acknowledge their expectation that Consultant shall work approximately 20 hours per week.

Section III.


3.1 Consultant shall hold in confidence at all times after the date hereof all Trade Secrets, and shall not disclose, publish or make use at any time after the date hereof the Trade Secrets without the prior written consent of Company.

3.2 For the purposes of the Consulting Agreement, " Trade Secrets" shall mean information belonging to the Company, including, but not limited to, technical or nontechnical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by,
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