UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. DC 20549

FORM 8‑-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant to ~~SECTION~~ Section 13 ORor 15(Dd) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): August 25, 2010

~~Date~~The ofSouth ~~report~~Financial Group, Inc (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported)~~specified ~~August~~in ~~23,~~its ~~2010~~charter)

The South Financial Group, Inc.

South Carolina	0-15083	57-0824914
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

(Exact Name of Registrant as Specified in Its Charter)

102 South Main Street, Greenville, South Carolina	29601
(Address of principal executive offices)	(Zip Code)

~~South~~Registrant’s telephone ~~Carolina~~number, including area code: (864) 255-7900

~~(State~~Check orthe appropriate ~~Other~~box ~~Jurisdiction~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Incorporation~~the registrant under any of the following provisions (see General Instruction A.2.below):

0-15083		57-0824914
(Commission File Number)		(IRS Employer Identification No.)

102 South Main Street Greenville, South Carolina		29601
(Address of Principal Executive Offices)		(Zip Code)

(864) 255-7900

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~- -

~~On August 23, 2010, The South Financial Group, Inc~~Item 5.04 ~~(“TSFG”)~~Temporary ~~received~~Suspension aof ~~letter~~Trading ~~(the~~Under “Letter”) from The Nasdaq Stock Market LLC (“NASDAQ”) stating that TSFG had failed to comply with Nasdaq Listing Rules 5635(b), 5635(d) and 5640 and had taken action that raises public interest concerns under Listing Rule 5100. The Letter states that TSFGRegistrant’s ~~common~~Employee stock will be delisted from NASDAQ on September 1, 2010 unless TSFG requests a hearing before the NASDAQ Listing Qualifications Hearing Panel (the “Panel”) prior to August 30, 2010. In response to the Letter, TSFG intends to request an oral hearing before the Panel to appeal the NASDAQ staff’s delisting determination. Meanwhile, TSFG’s common stock will continue to trade on the NASDAQ Capital Market until a written decision is rendered by the Panel. In addition, as previously disclosed, on December 4, 2009, TSFG received a notice letter from NASDAQ regarding its non-compliance with Listing Rule 5450(a)(1) with respect to the minimum bid price requirement of $1.00 per share. In connection with the transfer of its listing from the NASDAQ Global Market to the NASDAQ Capital Market effective June 7, 2010, TSFG has been granted until November 29, 2010 to demonstrate compliance with the $1.00 bid price requirement.Benefit Plans

ToOn ~~the~~May 16, ~~extent~~2010, The ~~required~~South byFinancial ~~Item 3~~Group, Inc.01 (“TSFG”) entered into an Agreement and Plan of ~~Form~~Merger ~~8-K~~(the “Merger Agreement”), which ~~the~~provides ~~information~~for ~~contained~~The orToronto-Dominion ~~incorporated~~Bank in(“TD”) ~~Item 8.01~~to ofacquire ~~this~~TSFG by ~~Form~~merging 8a wholly-Kowned issubsidiary ~~incorporated~~of byTD ~~reference~~with inand ~~this~~into ~~Item 3~~TSFG (the “Merger”).~~01.~~

~~Item~~Pursuant to 8the Merger Agreement, at the effective time of the Merger, holders of shares of TSFG common stock in The South Financial Group, Inc 401(k) Plan (the “Plan”) will be entitled to receive as merger consideration, in exchange for each share of TSFG common stock owned immediately prior to the merger, either $0.0128 in cash, if a cash election is effectively made with respect to such share; or 0.004 ~~Other~~TD common ~~Events~~shares, plus cash in lieu of any fractional share interests (the “Exchange”).

OnAs ~~May 16, 2010, TSFG entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which The Toronto-Dominion Bank (“TD”) would acquire TSFG by merging~~ a result ~~wholly-owned subsidiary~~ of ~~TD with and into TSFG (~~the ~~“Merger”). In connection with entering into the Merger Agreement~~Exchange, ~~TSFG~~participants and TDbeneficiaries ~~also entered into a Share Purchase Agreement, dated as~~ of ~~May 16, 2010 (~~the ~~“Share~~Plan ~~Purchase~~will ~~Agreement”). On~~be temporarily ~~August~~unable ~~23, 2010, pursuant~~ to ~~the~~effect ~~terms~~certain oftransactions ~~the~~under ~~Share Purchase Agreement, TSFG issued 100 shares of Preferred Stock, Series M, with no par value and a liquidation preference of $710.00 per share (~~the ~~“Preferred~~Plan ~~Stock”)~~for ~~to TD in~~ a ~~transaction~~ period that ~~was~~will ~~exempt~~begin ~~from~~at ~~registration~~4:00 ~~under the Securities Act of 1933, as amended~~p. ~~The Preferred Stock represents 39~~m.9% ofEastern ~~the~~time ~~aggregate~~on ~~voting~~September ~~power~~24, ~~exercisable~~2010 ~~by TSFG’s common shareholders~~ and ~~TD as holder of the Preferred Stock. Pursuant to the terms of the Preferred Stock, if the Merger Agreement~~ is ~~terminated, TD will have the option~~ expected to ~~convert~~end ~~the~~on ~~Preferred~~October ~~Stock into 10 shares of TSFG Common Stock. As consideration for the issuance of the Preferred Stock~~4, ~~TD issued 1~~2010,~~000~~ ~~shares~~but ofcould ~~its~~be ~~common~~delayed ~~stock~~until tolater ~~TSFG. The~~that ~~following~~week ~~documents are being filed as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01:~~ (i) the ~~Share Purchase Agreement, (ii~~ “Blackout Period”) ~~the Articles of Amendment of TSFG dated May 19, 2010; and (iii) the form of certificate for the Preferred Stock~~.

~~FORWARD~~On August 25, 2010, TSFG provided notices to its directors and executive officers and to all participants, alternate payees and beneficiaries in the Plan informing them of the Blackout Period pursuant to Section 306 of the Sarbanes-~~LOOKING~~Oxley ~~STATEMENTS~~Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934. The notices advise TSFG’s directors and executive officers and other participants of the trading restrictions that will apply to them during the Blackout Period. A copy of the notices are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference. During the blackout period and for a period of two years after the ending date of the blackout period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting David Bell, Human Resources, 104 South Main Street, Greenville, SC 29601 to whom all inquiries regarding the blackout period should be directed.

~~This Current Report on Form 8~~FORWARD-K contains forward-looking statements about TSFG and the proposed transaction between the TSFG and TD. There are several factors – many beyond TSFG’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements. Among these factors are the receipt of necessary regulatory approvals and the approval of TSFG’s shareholders. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date. For a discussion of factors that may cause actual results to differ from expectations, refer to TSFG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and Annual Report on Form 10-K for the year ended December 31, 2009, including information incorporated into TSFG’s Form 10-K from its 2009 annual report, filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.LOOKING STATEMENTS

~~MORE~~ This ~~INFORMATION~~Current ~~ABOUT~~Report ~~THE~~on ~~MERGER~~Form ~~AND~~8-K ~~WHERE~~contains TOforward-looking ~~FIND~~statements ITabout TSFG and the proposed transaction between TSFG and TD. There are several factors – many beyond TSFG’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements. Among these factors are the receipt of necessary regulatory approvals and the approval of TSFG’s shareholders. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date. For a discussion of factors that may cause actual results to differ from expectations, refer to TSFG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and Annual Report on Form 10-K for the year ended December 31, 2009, including information incorporated into TSFG’s Form 10-K from its 2009 annual report, filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.

~~The~~MORE INFORMATION ~~proposed~~ABOUT ~~merger~~THE ~~will~~MERGER beAND ~~submitted~~WHERE toTO ~~TSFG~~FIND shareholders for their consideration. TD has filed with the SEC a registration statement on Form F-4 that includes a proxy statement of TSFG that also constitutes a prospectus of TD. TSFG will mail the proxy statement-prospectus to its shareholders. You may obtain copies of all documents filed with the SEC regarding the proposed merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain free copies of these documents by contacting TSFG, as follows: Investor Relations, Attn: Brian Wildrick, 104 South Main Street, Poinsett Plaza - 6th Floor, Greenville, SC 29601. IT

The proposed merger will be submitted to TSFG shareholders ~~and~~for ~~other~~their ~~investors~~consideration. ~~are~~TD ~~urged~~has tofiled ~~read~~with the ~~final~~SEC a registration statement on Form F-4 that includes a proxy statement of TSFG that also constitutes a prospectus of TD. TSFG will mail the proxy statement-prospectus ~~when~~to itits ~~becomes~~shareholders. ~~available~~You ~~because~~may itobtain ~~will~~copies ~~describe~~of all documents filed with the SEC regarding the proposed merger, ~~and~~free ~~contain~~of ~~other~~charge, ~~important~~at ~~information~~the SEC’s website (www.sec.gov). You may also obtain free copies of these documents by contacting TSFG, as follows: Investor Relations, Attn: Brian Wildrick, 104 South Main Street, Poinsett Plaza - 6th Floor, Greenville, SC 29601.

~~The~~TSFG ~~South~~shareholders ~~Financial Group, Inc., The Toronto-Dominion Bank, their respective directors~~ and ~~executive officers and~~ other ~~persons~~investors are ~~may~~urged ~~be deemed~~ to beread ~~participants in~~ the ~~solicitation~~final ~~of proxies in respect of the proposed transaction. Information about TSFG’s directors and executive officers and their ownership of TSFG common stock is contained in the definitive~~ proxy statement-prospectus ~~for~~when ~~TSFG’s~~it ~~2010~~becomes ~~annual meeting of shareholders, as filed by TSFG with the SEC on Schedule 14A on April 7, 2010. Information regarding TD’s directors and executive officers is~~ available because init ~~its~~will ~~Annual~~describe ~~Report on Form 40-F for~~ the year ended October 31, 2009, which was filed with the SEC on December 3, 2009 and its notice of annual meeting and proxy circular for its most recent annual meeting, which was filed with the SEC on February 25, 2010. The proxy statement-prospectus for the proposed merger ~~will~~and ~~provide~~contain ~~more~~other important information ~~about participants in the solicitation of proxies from TSFG shareholders~~.

~~Item~~ TSFG., 9TD, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.01 Information about TSFG’s directors and executive officers and their ownership of TSFG common stock is contained in the definitive proxy statement for TSFG’s 2010 annual meeting of shareholders, as filed by TSFG with the SEC on Schedule 14A on April 7, 2010. Information ~~Financial~~regarding ~~Statements~~TD’s directors and ~~Exhibits~~executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2009, which was filed with the SEC on December 3, 2009 and its notice of annual meeting and proxy circular for its most recent annual meeting, which was filed with the SEC on February 25, 2010. The proxy statement-prospectus for the proposed merger will provide more information about participants in the solicitation of proxies from TSFG shareholders.

~~(d) Exhibits~~Item 9.01 Financial Statements and Exhibits

2(d) The following exhibits are being filed herewith:

Exhibit No.	Description
2.1	Share Purchase Agreement (Incorporated by reference to Exhibit 2.2 to TSFG’s Current Report on Form 8-K dated May 16, 2010).
3.1	Articles of Amendment, dated May 20, 2010, relating to TSFG’s Preferred Stock (Incorporated by reference to Exhibit 3.1 to TSFG’s Current Report on Form 8-K dated May 16, 2010).
4.1	Form of Certificate for the Preferred Stock (Incorporated by reference to Exhibit 4.1 to TSFG’s Current Report on Form 8-K dated May 16, 2010).

Exhibit No. Description

399.1 Blackout Notice to Directors and Executive Officers

~~SIGNATURES~~99.2 Blackout Notice to Plan Participants, Alternate Payees and Beneficiaries

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~- -

~~THE SOUTH FINANCIAL GROUP, INC.~~Signature

Date: August 24, 2010	By:	/s/ William P. Crawford, Jr.
	Name:	William P. Crawford, Jr.
	Title:	Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4THE SOUTH FINANCIAL GROUP, INC. August 25, 2010 By: /s/ William P. Crawford, Jr. William P. Crawford, Jr. Executive Vice President and General Counsel

~~Exhibit Index~~- -

Exhibit No.	Description
2.1	Share Purchase Agreement (Incorporated by reference to Exhibit 2.2 to TSFG’s Current Report on Form 8-K dated May 16, 2010).
3.1	Articles of Amendment, dated May 20, 2010, relating to TSFG’s Preferred Stock (Incorporated by reference to Exhibit 3.1 to TSFG’s Current Report on Form 8-K dated May 16, 2010).
4.1	Form of Certificate for the Preferred Stock (Incorporated by reference to Exhibit 4.1 to TSFG’s Current Report on Form 8-K dated May 16, 2010).

EXHIBIT INDEX

5Exhibit No. Description

99.1	Blackout Notice to Directors and Executive Officers

99.2	Blackout Notice to Plan Participants, Alternate Payees and Beneficiaries

Filing Compare · SOUTH FINANCIAL GROUP INC