Exhibit 10.37


    EXHIBIT
      10.37

    RESTRICTED
      STOCK AGREEMENT

     

    THIS
      RESTRICTED STOCK AGREEMENT (the
      “Agreement”),
      effective as of ____________ (the “Effective
      Date”),
      is
      between SCBT
      FINANCIAL CORPORATION, a
      South
      Carolina corporation (the “Corporation”),
      and
      __________, an individual residing in _________County, South Carolina
      (“Employee”).

     

    Section
      1.  Purpose.
      The
      purpose of this Agreement is to award (the “Award”)
      to
      Employee restricted shares of Common Stock, par value $2.50 per share, of the
      Corporation (“Common
      Stock”)
      pursuant to the 2004 SCBT Financial Corporation Stock Incentive Plan, a copy
      of which is attached as Exhibit
      A
      (the
“Plan”),
      as
      supplemented by the 2006 Long-Term Retention and Incentive Plan (the
      "Retention
      Plan").
      This
      Award is made to recognize and reward Employee for his service to the
      Corporation or one of its subsidiaries for performance goals achieved pursuant
      to the Retention Plan for the calendar year preceding the Effective Date. The
      Corporation is authorized to grant equity awards under the Retention Plan only
      at such times that its lead bank subsidiary has a continuous and appropriate
      rating for bank safety and soundness (as defined and determined by the
      compensation committee of the Corporation’s board of directors), and the
      compensation committee has made a determination that the Corporation is eligible
      at this time to grant this Award to the Employee.

     

    Section
      2.  Award
      of Restricted Stock.
      The
      Corporation hereby awards and issues to Employee ______ shares of Common Stock
      (the “Shares”)
      pursuant to the Plan. The Shares shall be duly paid and nonassessable and shall
      be subject to the restrictions and limitations set forth herein. 

     

    Section
      3.  Restrictions.
      Prior to
      the vesting of the Shares, as set forth in Section 4
      hereof:

     

    (a)  the
      Shares
      shall not be transferable and shall not be sold, exchanged, transferred,
      assigned, pledged, hypothecated or otherwise disposed of; and

     

    (b)  the
      stock
      certificate(s) evidencing the Shares shall contain the following
      legend:

     

    “The
      shares represented by this certificate are subject to the terms of a Restricted
      Stock Agreement effective as of ________, a copy of which is available at the
      principal office of the corporation.”

     

    Except
      as
      expressly stated herein, Employee shall have all rights as a shareholder with
      respect to the Shares, commencing as of the date of issuance thereof and
      continuing for so long as Employee remains the record owner of the Shares,
      including the right to receive dividends in cash or other property and other
      distributions or rights in respect of the Shares and to vote the Shares as
      the
      record owner thereof.

     

    Section
      4.  Vesting.
      The
      restrictions described in Section 3
      shall
      lapse and the Shares shall vest in Employee on the following dates:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)
      all of
      the Shares shall vest in Employee on the fourth anniversary of the Effective
      Date;

    


    (b)
      if
      Employee is terminated without cause (as determined in good faith by the board
      of directors), then all of the Shares shall vest in Employee immediately upon
      such termination; 

    


    (c)
      if
      Employee's employment is terminated either due to retirement (at or after age
      65
      or following a total of 25 years of service with the Corporation), death, or
      disability (as determined in good faith by the board of directors), then all
      of
      the Shares shall vest in Employee immediately upon such termination of
      employment; and

    


    (d)
      at any
      time immediately prior to consummation of a Change of Control (as defined
      in the Plan), to the extent of any and all unvested Shares as of such
      time.

    


    Upon
      the
      vesting of any Shares, Employee shall be entitled to receive replacement stock
      certificate(s) evidencing such vested Shares and such certificate(s) shall
      not
      contain the legend set forth in Section 3(b).
      However,
      any replacement stock certificate(s) issued to an employee who
      is
      a director or an executive officer of the Corporation
      shall
      bear the following legend:

     

    “The
      shares evidenced by this certificate were originally acquired from the issuer
      by
      an “affiliate” of the issuer as defined in Rule 144(a)(1) promulgated under the
      Securities Act of 1933 (the “1933 Act”) and may not be transferred, nor will any
      assignee or endorsee hereof be recognized as an owner hereof by the issuer
      for
      any purpose, unless a registration statement under the 1933 Act with respect
      to
      such shares shall then be in effect, or unless the availability of an exemption
      from registration with respect to any proposed transfer or disposition of such
      shares shall be established to the satisfaction of the issuer.”

     

    Section
      5.  Forfeiture.
      If,
      prior
      to a Change of Control (as defined in the Plan) occurring after the date of
      this
      Agreement or prior to the death of Employee, the employment of Employee with
      the
      Corporation and its subsidiaries is terminated voluntarily on the part of the
      Employee and without the written consent of the Corporation or by the
      Corporation with cause (as such term is defined in the Employee's employment
      agreement with the Corporation as then in effect, if any), then all of the
      Shares that are not vested under Section 4
      as of the
      date of termination shall be forfeited to the Corporation (such event being
      referred to herein as a “Forfeiture
      Event”).
      Upon
      the occurrence of a Forfeiture Event, Employee shall return for cancellation
      all stock
      certificates representing unvested Shares, and irrespective of whether such
      stock certificates are so returned and cancelled, all unvested Shares shall
      automatically, without further action, be cancelled and shall no longer be
      issued and outstanding. 

     

    Section
      6.  Taxes.

     

    (a)  If
      Employee properly elects, within 30 days of the date on which he acquires the
      Shares, to include in gross income for federal income tax purposes an amount
      equal to the fair market value (as of the date of issuance) of the Shares
      granted pursuant to this Agreement, Employee shall pay to the Corporation,
      in
      the year of this Agreement, all federal, state and local taxes required to
      be
      withheld with respect to the grant of the Shares. If Employee fails to make
      such
      tax payments as required, the Corporation shall, to the extent permitted by
      law,
      have the right to deduct from any payment of any kind otherwise due to Employee
      all federal, state and local taxes of any kind required by law to be withheld
      with respect to the Shares.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  If
      Employee does not make the election described in subparagraph (a) of this
      section, he shall, on the date as to which the restrictions described in
Section 3
      shall
      lapse as to any Shares, pay to the Corporation all federal, state and local
      taxes of any kind required by law to be withheld with respect to such vested
      Shares. If Employee fails to make such payments as required, the Corporation
      shall, to the extent permitted by law, have the right to deduct from any payment
      of any kind otherwise due to Employee all federal, state and local taxes of
      any
      kind required by law to be withheld with respect to such vested
      Shares.

     

    Section
      7.  Achievement
      of Performance Goals Under the Retention Plan.
      This
      Award is made to recognize and reward the Employee for achievement of
      performance goals pursuant to the Retention Plan for the calendar year preceding
      the effective Date. These goals were established pursuant to the Retention
      Plan
      and were divided into three tiers' of performance, as follows: 

     

     

    
      	
              Tier

            	
              EPS
                Growth

            	
              Asset
                Growth

            	
              Shares
                Reserved

            
	
              1

            	
              8.0%

            	
              11.0%

            	 
	
              2

            	
              10.0%

            	
              13.0%

            	 
	
              3

            	
              12.0%

            	
              15.0%

            	 


    

    


     

    This
      Award
      was issued based on tier _____.

     

    If
      (i)
      this Award was based on tier 1 or tier 2, (ii) the Corporation's annual
      performance over the next four-year period results in the attainment of a higher
      tier's performance, and (iii) the Employee is at that time an employee of the
      Corporation or one of its subsidiaries and this Award shall not have been
      forfeited, then the Corporation shall at that time issue a new grant of
      restricted stock to the Employee for the additional shares covered by such
      higher tier, as determined pursuant to the Retention Plan. This new grant shall
      have the same vesting date (not vesting period) as this Award.

     

    Section
      8.  Miscellaneous.

     

    (a)  This
      Agreement shall be construed, administered and governed in all respects under
      and by the applicable internal laws of the State of South Carolina, without
      giving effect to the principles of conflicts of laws thereof.

     

    (b)  This
      Agreement expresses the entire agreement between the parties hereto and
      supersedes any prior or contemporaneous written or oral understanding or
      agreement regarding the subject matter hereof. This Agreement may not be
      modified, amended, supplemented or waived except by a writing signed by the
      parties hereto, and such writing must refer specifically to this
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c)  This
      Agreement, as amended from time to time, shall be binding upon, inure to the
      benefit of and be enforceable by the heirs, successors and assigns of the
      parties hereto; provided,
      however,
      that
      this provision shall not permit any assignment in contravention of the terms
      contained elsewhere herein.

     

    (d)  Nothing
      in
      this Agreement shall confer on Employee any right to continue in the employ
      of
      the Corporation or any of its subsidiaries.

     

    (e)  This
      Agreement is made pursuant to and is subject to the terms and conditions of
      the
      Plan, which is incorporated herein by reference.

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed and has an effective date of the ___day of
      ____
      2007.

     

    SCBT
      FINANCIAL CORPORATION,

    a
      South
      Carolina corporation

     

    By:      
      _________________________________

    Name: 
      Robert
      R. Hill, Jr.

    Title: 
      President
      and Chief Executive Officer

    


    


    


    EMPLOYEE

     

    ____________________________

    Signature

    


    Print
      Name:__________________________________________

    


    Date
      Signed:__________________________________________

     

    
 

     

    
       

       

      4