EXHIBIT 4.10








REGISTRATION RIGHTS AGREEMENT


Dated as of March 19, 2004


by and among


FIRST FINANCIAL HOLDINGS, INC., 


FIRST FINANCIAL CAPITAL TRUST I 


and 


SANDLER O'NEILL & PARTNERS, L.P., 


as Initial Purchaser










REGISTRATION RIGHTS AGREEMENT


                    THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of March 19, 2004 by and among FIRST FINANCIAL HOLDINGS, INC., a Delaware
corporation (the "Company"), FIRST FINANCIAL CAPITAL TRUST I, a business trust formed
under the laws of the state of Delaware (the "Trust"), and SANDLER O'NEILL & PARTNERS, L.P.
(the "Initial Purchaser").


                    This Agreement is made pursuant to the Purchase Agreement dated March 19, 2004 (the
"Purchase Agreement"), by and among the Company, as issuer of the 7.0% Junior Subordinated
Deferrable Interest Debt Securities due April 6, 2034, Series A (the "Subordinated Debt Securities"),
the Trust and the Initial Purchaser, which provides for, among other things, the sale by the Trust to
the Initial Purchaser of 45,000 of the Trust's 7.0% Capital Securities, Series A, liquidation amount
$1,000 per Capital Security (the "Capital Securities"), the proceeds of which will be used by the
Trust, together with the proceeds from the sale of the Trust's Common Securities to the Company,
to purchase the Debt Securities. The Capital Securities, together with the Subordinated Debt
Securities and the Company's guarantee agreement in respect of the Capital Securities (the
"Guarantee"), are collectively referred to as the "Securities." In order to induce the Initial Purchaser
to enter into the Purchase Agreement, the Company and the Trust have agreed to provide to the
Initial Purchaser and its direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.


                    In consideration of the foregoing, the parties hereto agree as follows:


                    1.     Definitions.  As used in this Agreement, the following capitalized defined terms
shall have the following meanings:


                    "Additional Distributions" shall have the meaning set forth in Section 2(e) hereof.


                    "Advice" shall have the meaning set forth in the last paragraph of Section 3 hereof.


                    "Affiliate" shall have the same meaning as given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.


                    "Applicable Period" shall have the meaning set forth in Section 3(u) hereof.


                    "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which
banking institutions in Charleston, South Carolina, New York, New York or Wilmington, Delaware
are authorized or required by law or executive order to remain closed.


                    "Closing Time" shall mean the Closing Time as defined in the Purchase Agreement.


                    "Company" shall have the meaning set forth in the preamble to this Agreement and also
includes the Company's successors and permitted assigns.










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                    "Debt Securities " shall collectively mean the Subordinated Debt Securities and the
Exchange Debt Securities.


                    "Declaration" or "Declaration of Trust" shall mean the Amended and Restated
Declaration of Trust of First Financial Capital Trust I, dated as of the Closing Time, by the trustees
named therein and the Company as sponsor.


                    "Depository" shall mean The Depository Trust Company, or any other depositary
appointed by the Trust; provided, however, that such depositary must have an address in the Borough
of Manhattan, in The City of New York.


                    "Effectiveness Period" shall have the meaning set forth in Section 2(b) hereof.


                    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time
to time.


                    "Exchange Offer" shall mean the offer by the Company and the Trust to the Holders to
exchange all of the Registrable Securities (other than Private Exchange Securities) for a like amount
of Exchange Securities pursuant to Section 2(a) hereof.


                    "Exchange Offer Registration" shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.


                    "Exchange Offer Registration Statement" shall mean an exchange offer registration
statement on SEC Form S-4 (or, if applicable, on another appropriate form), and all amendments and
supplements to such registration statement, in each case including the Prospectus contained therein,
all exhibits thereto and all documents incorporated by reference therein.


                    "Exchange Period" shall have the meaning set forth in Section 2(a) hereof.


                    "Exchange Securities" shall mean (i) with respect to the Subordinated Debt Securities,
the 7.0% Junior Subordinated Deferrable Interest Debt Securities due April 6, 2034, Series B (the
"Exchange Debt Securities") containing terms substantially identical to the Debt Securities (except
that they will not contain terms with respect to the transfer restrictions under the Securities Act (other
than requiring minimum transfers thereof to be in blocks of $100,000 aggregate principal amount
and multiples of $1,000 in excess thereof) and will not provide for any Liquidated Damages thereon),
(ii) with respect to the Capital Securities, the Trust's 7.0% Capital Securities, Series B, liquidation
amount $1,000 per Capital Security (the "Exchange Capital Securities") containing terms
substantially identical to the Capital Securities (except they will not contain terms with respect to
transfer restrictions under the Securities Act (other than requiring minimum transfers thereof to be
in blocks of $100,000 aggregate liquidation amount and multiples of $1,000 in excess thereof) and
will not provide for any increase in Additional Distributions thereon) and (iii) with respect to the
Guarantee, the Company's guarantee agreement in respect of the Exchange Capital Securities (the
"Exchange Guarantee") containing terms substantially identical to the Guarantee.








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                    "Holder" shall mean the Initial Purchaser, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect transferees who become
registered owners of Registrable Securities under the Indenture or Declaration of Trust.


                    "Indenture" shall mean the Indenture relating to the Debt Securities and the Exchange
Debt Securities, dated as of the Closing Time, between the Company, as issuer, and Wilmington
Trust Company, as trustee, as the same may be amended from time to time in accordance with the
terms thereof.


                    "Initial Purchaser" shall have the meaning set forth in the preamble to this Agreement.


                    "Inspectors" shall have the meaning set forth in Section 3(o) hereof.


                    "Issue Date" shall mean March 24, 2004, the date of original issuance of the Securities.


                    "Liquidated Damages" shall have the meaning set forth in Section 2(e) hereof.


                    "Majority Holders" shall mean the Holders of a majority of the aggregate liquidation
amount of outstanding Capital Securities.


                    "Participating Broker-Dealer" shall have the meaning set forth in Section 3(u) hereof.


                    "Person" shall mean an individual, partnership, corporation, trust or unincorporated
organization, limited liability company, or a government or agency or political subdivision thereof.


                    "Private Exchange" shall have the meaning set forth in Section 2(a) hereof.


                    "Private Exchange Securities" shall have the meaning set forth in Section 2(a) hereof.


                    "Prospectus" shall mean the prospectus included in a Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments, and in each
case including all documents incorporated by reference therein.


                    "Purchase Agreement" shall have the meaning set forth in the preamble to this
Agreement.


                    "Records" shall have the meaning set forth in Section 3(o) hereof.


                    "Registrable Securities" shall mean the Securities and, if issued, the Private Exchange
Securities; provided, however, that Securities or Private Exchange Securities, as the








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case may be,
shall cease to be Registrable Securities when (i) a Registration Statement with respect to such
Securities or Private Exchange Securities for the exchange or resale thereof, as the case may be, shall
have been declared effective under the Securities Act and such Securities or Private Exchange
Securities, as the case may be, shall have been disposed of pursuant to such Registration Statement,
(ii) such Securities or Private Exchange Securities, as the case may be, shall have been sold to the
public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the
Securities Act or are eligible to be sold without restriction as contemplated by Rule 144(k), (iii) such
Securities or Private Exchange Securities, as the case may be, shall have ceased to be outstanding
or (iv) with respect to the Securities, such Securities shall have been exchanged for Exchange
Securities upon consummation of the Exchange Offer and are thereafter freely tradeable by the
holder thereof (other than an Affiliate of the Company).

                    "Registration Expenses" shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation: (i) all SEC or
National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that
is required to be retained by any Holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements of one counsel for all
underwriters or Holders as a group in connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities) and compliance with the rules of the NASD, (iii) all expenses
of any Persons in preparing or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting agreements, securities
sales agreements and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) the fees and disbursements of counsel for the Company
and of the independent certified public accountants of the Company, including the expenses of any
"cold comfort" letters required by or incident to the performance of and compliance with this
Agreement, (vi) the reasonable fees and expenses of the Trustees and their counsel and any exchange
agent or custodian, and (vii) the reasonable fees and expenses of any special experts retained by the
Company in connection with any Registration Statement.


                    "Registration Statement" shall mean any registration statement of the Company and the
Trust which covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference therein.


                    "Rule 144(k) Period" shall mean the period of two years (or such shorter period as may
hereafter be referred to in Rule 144(k) under the Securities Act (or similar successor rule))
commencing on the Issue Date.


                    "SEC" shall mean the Securities and Exchange Commission.


                    "Securities" shall have the meaning set forth in the preamble to this Agreement.








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                    "Securities Act" shall mean the Securities Act of 1933, as amended from time to time.


                    "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof.


                    "Shelf Registration Event" shall have the meaning set forth in Section 2(b) hereof.


                    "Shelf Registration Event Date" shall have the meaning set forth in Section 2(b) hereof.


                    "Shelf Registration Statement" shall mean a "shelf" registration statement of the
Company and the Trust pursuant to the provisions of Section 2(b) hereof which covers all of the
Registrable Securities or all of the Private Exchange Securities, as the case may be, on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.


                    "TIA" shall mean the Trust Indenture Act of 1939, as amended from time to time.


                    "Trustees" shall mean any and all trustees under the Declaration, the Indenture, the
Capital Securities Guarantee or the Exchange Capital Securities Guarantee.


                    2.     Registration Under the Securities Act.


                    (a)     Exchange Offer. Except as set forth in Section 2(b) below, the Company and the Trust
shall, for the benefit of the Holders, at the Company's cost, use their best efforts to (i) cause to be
filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement
on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) cause such
Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC
not later than the date which is 180 days after the Issue Date, and (iii) keep such Exchange Offer
Registration Statement effective for not less than 30 calendar days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the Holders. Promptly after
the effectiveness of the Exchange Offer Registration Statement, the Company and the Trust shall
commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Debt
Securities or a like liquidation amount of Exchange Capital Securities, together with the Exchange
Guarantee, as applicable (provided that such Holder (w) is not an Affiliate of the Trust or the
Company, (x) is not a broker-dealer tendering Registrable Securities acquired directly from the Trust
or the Company, (y) acquires the Exchange Securities in the ordinary course of such Holder's
business and (z) has no arrangements or understandings with any Person to participate in the
Exchange Offer for the purpose of distributing the Exchange Securities), to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions under the Securities Act
and under state securities or blue sky laws (other than requiring minimum transfers in blocks having
an aggregate principal or liquidation amount, as the case may be, of $100,000 and multiples of
$1,000 in excess thereof).








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                    In connection with the Exchange Offer, the Company and the Trust shall:


                    (i)     mail to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related documents;


                    (ii)     keep the Exchange Offer open for acceptance for a period of not less than 30 days after the
date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period
referred to herein as the "Exchange Period");


                    (iii)     utilize the services of the Depositary for the Exchange Offer with respect to Capital
Securities represented by a global certificate;


                    (iv)     permit Holders to withdraw tendered Securities at any time prior to the close of business,
New York time, on the last Business Day of the Exchange Period, by sending to the institution
specified in the notice to Holders, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the amount of Securities delivered for exchange and a statement that such
Holder is withdrawing his election to have such Securities exchanged;


                    (v)     notify each Holder that any Security not tendered by such Holder in the Exchange Offer will
remain outstanding and continue to accrue interest or accumulate distributions, as the case may be,
but will not retain any rights under this Agreement (except in the case of the Initial Purchaser and
Participating Broker-Dealers as provided herein); and


                    (vi)     otherwise comply in all respects with all applicable laws relating to the Exchange Offer.


                    If the Initial Purchaser determines upon advice of its outside counsel that it is not
eligible to participate in the Exchange Offer with respect to the exchange of Securities constituting
any portion of an unsold allotment in the initial placement, as soon as practicable upon receipt by
the Company and the Trust of a written request from the Initial Purchaser, the Company and the
Trust, as applicable, shall issue and deliver to the Initial Purchaser in exchange (the "Private
Exchange") for the Securities held by the Initial Purchaser a like liquidation amount of Exchange
Capital Securities of the Trust or, in the event the Trust is liquidated and Subordinated Debt
Securities are distributed, a like principal amount of the Exchange Debt Securities of the Company,
together with the Exchange Guarantee, in each case that are identical (except that such securities may
bear a customary legend with respect to restrictions on transfer pursuant to the Securities Act) to the
Exchange Securities (the "Private Exchange Securities") and which are issued pursuant to the
Indenture or the Declaration (which provides that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture or the Declaration, as applicable (other than requiring
minimum transfers in blocks having an aggregate principal or liquidation amount, as the case may
be, of $100,000 and multiples of $1,000 in excess thereof), and that the Exchange Securities, the
Private Exchange Securities and the Securities will vote and consent together on all matters as one
class and that none of the Exchange Securities, the Private Exchange Securities or the Securities will
have the right to vote or consent as a separate class on any matter). The Private Exchange Securities
shall be of the same series as the Exchange Securities, and the Company and the Trust will seek to
cause the








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CUSIP Service Bureau to issue the same CUSIP numbers for the Private Exchange
Securities as for the Exchange Securities issued pursuant to the Exchange Offer.

                    As soon as practicable after the close of the Exchange Offer and, if applicable, the
Private Exchange, the Company and the Trust, as the case requires, shall:


                    (i)     accept for exchange all Securities or portions thereof tendered and not validly withdrawn
pursuant to the Exchange Offer or the Private Exchange;


                    (ii)     deliver, or cause to be delivered, to the applicable Trustee for cancellation all Securities or
portions thereof so accepted for exchange by the Company and the Trust; and


                    (iii)     issue, and cause the applicable Trustee under the Indenture or the Declaration, as
applicable, to promptly authenticate and deliver to each Holder, new Exchange Securities or Private
Exchange Securities, as applicable, equal in principal amount to the principal amount of the
Subordinated Debt Securities or equal in liquidation amount to the liquidation amount of the Capital
Securities as are surrendered by such Holder, and will execute, and cause the applicable Trustee to
execute, the Exchange Capital Securities Guarantee.


                    Distributions on each Exchange Capital Security and interest or distributions on each
Exchange Debt Security and Private Exchange Security issued pursuant to the Exchange Offer and
in the Private Exchange will accumulate or accrue from the last date on which a distribution or
interest was paid on the Capital Security or the Subordinated Debt Security surrendered in exchange
therefor or, if no distribution or interest has been paid on such Capital Security or Subordinated Debt
Security, from the Issue Date. To the extent not prohibited by any law or applicable interpretation
of the staff of the SEC, the Company and the Trust shall use their best efforts to complete the
Exchange Offer as provided above, and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer.
The Exchange Offer shall not be subject to any conditions other than the conditions referred to in
Section 2(b)(i) and (ii) below and those conditions that are customary in similar exchange offers.
Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for
Exchange Securities in the Exchange Offer will be required to make certain customary
representations in connection therewith, including, in the case of any Holder of Capital Securities,
representations that (i) it is not an Affiliate of the Trust or the Company, (ii) it is not a broker-dealer
tendering Registrable Securities acquired directly from the Trust or Company, (iii) the Exchange
Securities to be received by it were acquired in the ordinary course of its business and (iv) at the time
of the Exchange Offer, it has no arrangements or understandings with any Person to participate in
the distribution (within the meaning of the Securities Act) of the Exchange Capital Securities. The
Company and the Trust shall inform the Initial Purchaser, after consultation with the applicable
Trustees, of the names and addresses of the Holders to whom the Exchange Offer is made, and the
Initial Purchaser shall have the right to contact such Holders in order to facilitate the tender of
Registrable Securities in the Exchange Offer.


                    Upon consummation of the Exchange Offer in accordance with this Section 2(a), the
provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Securities and Exchange Securities held by









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Participating Broker-Dealers, and the Company and the Trust shall have no further obligation to
register the Registrable Securities (other than Private Exchange Securities) held by any Holder
pursuant to Section 2(b) of this Agreement.

                    (b)     Shelf Registration. In the event that (i) the Company or the Trust reasonably determine,
after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration
provided in Section 2(a) above is not available under applicable law and regulations and currently
prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that
there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation
of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with
respect to income received or accrued on the Debt Securities, (y) the interest payable by the
Company on the Debt Securities not being deductible by the Company for United States federal
income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other
taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not
declared effective within 180 days of the Issue Date or (iv) upon the request of the Initial Purchaser
with respect to any Registrable Securities held by it, if the Initial Purchaser is not permitted, in the
reasonable opinion of Thacher Proffitt & Wood llp, pursuant to applicable law or applicable
interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive
securities that are freely tradeable without restriction under the Securities Act and applicable blue
sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a "Shelf
Registration Event," and the date of occurrence thereof, the "Shelf Registration Event Date"), then
in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case
may be, the Company and the Trust shall promptly deliver to the Holders and the applicable Trustee
written notice thereof and, at their cost, use their best efforts to cause to be filed as promptly as
practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within
45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be
required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for
the sale by the Holders of all of the Registrable Securities, and shall use their best efforts to have
such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder
of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf
Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound
by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company
and the Trust in writing, within 15 days after receipt of a request therefor, such information as the
Company and the Trust may, after conferring with counsel with regard to information relating to
Holders that would be required by the SEC to be included in such Shelf Registration Statement or
Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or
Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees
to furnish to the Company and the Trust all information with respect to such Holder necessary to
make the information previously furnished to the Company by such Holder not materially
misleading.


                    The Company and the Trust agree to use their best efforts to keep the Shelf Registration
Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of
a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case
of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension
pursuant to the last paragraph of Section 3 hereof), or for such








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shorter period which will terminate
when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to
the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period").
The Company and the Trust shall not permit any securities other than Registrable Securities to be
included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration
Statement is filed, provide to each Holder a reasonable number of copies of the Prospectus which
is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration
has become effective and take certain other actions as are required to permit certain unrestricted
resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to
supplement or amend the Shelf Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder for shelf
registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after its being used or filed with the SEC.

                    (c)     Expenses. The Company, as issuer of the Subordinated Debt Securities, shall pay all
Registration Expenses in connection with any Registration Statement filed pursuant to Section 2(a)
and/or 2(b) hereof and will reimburse the Initial Purchaser for the reasonable fees and disbursements
of counsel for the Initial Purchaser, up to $50,000, incurred in connection with the Exchange Offer
and, if applicable, the Private Exchange, and any other single counsel designated in writing by the
Majority Holders to act as counsel for the Holders of the Registrable Securities in connection with
a Shelf Registration Statement, which other counsel shall be reasonably satisfactory to the Company.
Except as provided herein, each Holder shall pay all expenses of its counsel, underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.


                    (d)     Effective Registration Statement. An Exchange Offer Registration Statement pursuant
to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC; provided,
however, that if, after it has been declared effective, the offering of Registrable Securities pursuant
to such Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court, such Exchange Offer Registration Statement or Shelf Registration Statement will
be deemed not to have been effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Registration Statement may legally resume. The Company
and the Trust will be deemed not to have used their best efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to
remain, effective during the requisite period if either of them voluntarily takes any action that would
result in any such Registration Statement not being declared effective or that would result in the
Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such
Registrable Securities during that period, unless such action is required by applicable law.


                    (e)     Liquidated Damages and Additional Distributions. In the event that:








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                    (i)     neither the Exchange Offer Registration Statement is filed with the SEC on or prior to the
150th day after the Issue Date nor a Shelf Registration Statement is filed with the SEC on or prior to
the 45th day after the Shelf Registration Event Date in respect of a Shelf Registration Event
attributable to any of the events set forth in Sections 2(b)(i), (ii) and (iii) (provided that in no event
shall such filing date be required to be earlier than 75 days after the Issue Date), then commencing
on the day after the applicable required filing date, liquidated damages ("Liquidated Damages") shall
accrue on the principal amount of the Subordinated Debt Securities, and additional distributions
("Additional Distributions") shall accumulate on the liquidation amount of the Trust Securities (as
such term is defined in the Declaration), each at a rate of 25 basis points per annum; or


                    (ii)     neither the Exchange Offer Registration Statement is declared effective by the SEC on or
prior to the 180th day after the Issue Date nor a Shelf Registration Statement is declared effective by
the SEC on or prior to the later of (A) the 40th day after the date such Shelf Registration Statement
was required to be filed and (B) the 180th day after the Issue Date, in respect of a Shelf Registration
Event attributable to any of the events set forth in Sections 2(b)(i), (ii) and (iii), then, commencing
on the day after the applicable required effectiveness date, Liquidated Damages shall accrue on the
principal amount of the Subordinated Debt Securities, and Additional Distributions shall accumulate
on the liquidation amount of the Trust Securities, each at a rate of 25 basis points per annum; or


                    (iii)     (A) the Trust has not exchanged Exchange Capital Securities for all Capital Securities or
the Company has not exchanged Exchange Debt Securities for all Subordinated Debt Securities, in
each case validly tendered during the Exchange Period, or executed the Exchange Guarantee in
respect of the Exchange Capital Securities, in accordance with the terms of the Exchange Offer on
or prior to the 45th day after the date on which the Exchange Offer Registration Statement was
declared effective or (B) if applicable, the Shelf Registration Statement in respect of a Shelf
Registration Event attributable to any of the events set forth in Sections 2(b)(i), (ii) and (iii) has been
declared effective and such Shelf Registration Statement ceases to be effective or usable for resales
(whether as a result of an event contemplated by Section 3(e) or otherwise) at any time prior to the
expiration of the Rule 144(k) Period (other than after such time as all Securities have been disposed
of thereunder or otherwise cease to be Registered Securities), then Liquidated Damages shall accrue
on the principal amount of Subordinated Debt Securities, and Additional Distributions shall
accumulate on the liquidation amount of the Trust Securities, each at a rate of 25 basis points per
annum commencing on (x) the 46th day after such effective date, in the case of (A) above, or (y) the
day such Shelf Registration Statement ceases to be effective or usable for resales, in the case of (B)
above;


provided , however, that neither the Liquidated Damages rate on the Subordinated Debt Securities,
nor the Additional Distribution rate on the liquidation amount of the Trust Securities, may exceed
in the aggregate 25 basis points per annum; provided, further, however, that (1) upon the filing of
the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause
(i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf
Registration Statement (in the case of clause (ii) above) or (3) upon the exchange of Exchange
Capital Securities and Exchange Debt Securities for all Capital Securities and Debt Securities validly
tendered and execution of the Exchange Guarantee (in the case of clause (iii)(A) above) or at such
time as the Shelf Registration Statement that had ceased to








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remain effective or usable for resales
again becomes effective and usable for resales (in the case of clause (iii)(B) above), Liquidated
Damages on the principal amount of the Subordinated Debt Securities and Additional Distributions
on the liquidation amount of the Trust Securities as a result of such clause (or the relevant subclause
thereof) shall cease to accrue and accumulate, as the case may be.

                    Any amounts of Liquidated Damages and Additional Distributions due pursuant to
Section 2(e)(i), (ii) or (iii) above will be payable in cash on January 7th, April 7th, July 7th and October
7th of each year to Holders of record on the first calendar day of the month in which the relevant
payment occurs pursuant to the Indenture and the Declaration, respectively; provided, however, that
if the Company exercises its right to defer interest payments on the Subordinated Debt Securities,
then payments of Liquidated Damages and Additional Distributions will also be deferred.


                    (f)     Specific Enforcement. Without limiting the remedies available to the Holders, the
Company and the Trust acknowledge that any failure by the Company or the Trust to comply with
its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury
to the Holders for which there is no adequate remedy at law, that it would not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain
such relief as may be required to specifically enforce the Company's and the Trust's obligations
under Section 2(a) and Section 2(b) hereof.


                    (g)     Distribution of Debt Securities. Notwithstanding any other provisions of this Agreement,
in the event that Subordinated Debt Securities are distributed to holders of Capital Securities in
liquidation of the Trust pursuant to the Declaration, (i) all references in this Section 2 and in Section
3 to Securities, Registrable Securities and Exchange Securities shall not include the Capital
Securities and the Guarantee or the Exchange Capital Securities and Exchange Guarantee issued or
to be issued in exchange therefor in the Exchange Offer and (ii) all requirements for any action to
be taken by the Trust in this Section 2 and in Section 3 shall cease to apply and all requirements for
any action to be taken by the Company in this Section 2 and in Section 3 shall apply to the
Subordinated Debt Securities and Exchange Debt Securities issued or to be issued in exchange
therefor in the Exchange Offer.


                    3.     Registration Procedures. In connection with the obligations of the Company and
the Trust with respect to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the
Company and the Trust shall use their best efforts to:


                    (a)     prepare and file with the SEC a Registration Statement or Registration Statements as
prescribed by Sections 2(a) and 2(b) hereof within the relevant time period specified in Section 2
hereof on the appropriate form under the Securities Act, which form (i) shall be selected by the
Company and the Trust, (ii) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof and, in the case of an Exchange Offer, be
available for the exchange of Registrable Securities and (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements required
by the SEC to be filed therewith; and use their best efforts to cause such Registration Statement to
become effective and remain effective (and, in the case of a Shelf Registration Statement, usable for
resales) in accordance with Section 2 hereof;








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provided, however, that if (1) such filing is pursuant
to Section 2(b), or (2) a Prospectus contained in an Exchange Offer Registration Statement filed
pursuant to Section 2(a) is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities, before filing any such Registration Statement
or Prospectus or any amendments or supplements thereto, the Company and the Trust shall furnish
to and afford the Holders of the Registrable Securities and each such Participating Broker-Dealer,
as the case may be, covered by such Registration Statement, their counsel and the managing
underwriters, if any, a reasonable opportunity (not to exceed seven Business Days) to review copies
of all such documents (including copies of any documents to be incorporated by reference therein
and all exhibits thereto) proposed to be filed. The Company and the Trust shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto in respect of which
the Holders must be afforded an opportunity to review prior to the filing of such document if the
Majority Holders or such Participating Broker-Dealer, as the case may be, their counsel or the
managing underwriters, if any, shall reasonably object in a timely manner;

                    (b)     prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
Effectiveness Period or the Applicable Period, as the case may be; and cause each Prospectus to be
supplemented, if so determined by the Company or the Trust or requested by the SEC, by any
required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any
similar provision then in force) under the Securities Act, and comply with the provisions of the
Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable
to it with respect to the disposition of all securities covered by each Registration Statement during
the Effectiveness Period or the Applicable Period, as the case may be, in accordance with the
intended method or methods of distribution by the selling Holders thereof described in this
Agreement (including sales by any Participating Broker-Dealer);


                    (c)     in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities
included in the Shelf Registration Statement, at least three Business Days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed and advising such
Holder that the distribution of Registrable Securities will be made in accordance with the method
selected by the Majority Holders; and (ii) furnish to each Holder of Registrable Securities included
in the Shelf Registration Statement and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto, and such other documents as
such Holder or underwriter may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) consent to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders of Registrable Securities included
in the Shelf Registration Statement in connection with the offering and sale of the Registrable
Securities covered by the Prospectus or any amendment or supplement thereto;


                    (d)     in the case of a Shelf Registration, register or qualify the Registrable Securities under
all applicable state securities or "blue sky" laws of such jurisdictions by the time the applicable
Registration Statement is declared effective by the SEC as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an








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underwritten offering of Registrable
Securities shall reasonably request in writing in advance of such date of effectiveness, and do any
and all other acts and things which may be reasonably necessary or advisable to enable such Holder
and underwriter to consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company and the Trust shall not be
required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent
to service of process in any jurisdiction where it would not otherwise be subject to such service of
process or (iii) subject itself to taxation in any such jurisdiction if it is not then so subject;

                    (e)      (1) in the case of a Shelf Registration or (2) if Participating Broker-Dealers from whom
the Company or the Trust has received prior written notice that they will be utilizing the Prospectus
contained in the Exchange Offer Registration Statement as provided in Section 3(u) hereof, are
seeking to sell Exchange Securities and are required to deliver Prospectuses, promptly notify each
Holder of Registrable Securities, or such Participating Broker-Dealers, as the case may be, their
counsel and the managing underwriters, if any, and promptly confirm such notice in writing (i) when
a Registration Statement has become effective and when any post-effective amendments thereto
become effective, (ii) of any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration Statement or the
qualification of the Registrable Securities or the Exchange Securities to be offered or sold by any
Participating Broker-Dealer in any jurisdiction described in paragraph 3(d) hereof or the initiation
of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective
date of a Registration Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company and the Trust contained in any purchase
agreement, securities sales agreement or other similar agreement cease to be true and correct in all
material respects, (v) of the happening of any event or the failure of any event to occur or the
discovery of any facts, during the Effectiveness Period, which makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect or which causes such
Registration Statement or Prospectus to omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
and (vi) of the reasonable determination of the Company and the Trust that a post-effective
amendment to the Registration Statement would be appropriate;


                    (f)     obtain the withdrawal of any order suspending the effectiveness of a Registration
Statement at the earliest practicable time;


                    (g)     in the case of a Shelf Registration, furnish to each Holder of Registrable Securities
included within the coverage of such Shelf Registration Statement, without charge, at least one
conformed copy of each Registration Statement relating to such Shelf Registration and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);


                    (h)     in the case of a Shelf Registration, cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing








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Registrable
Securities to be sold and not bearing any restrictive legends (other than with respect to restrictions
requiring minimum transfers in blocks having an aggregate principal or liquidation amount, as the
case may be, of $100,000 and multiples of $1,000 in excess thereof) and in such denominations
(consistent with the provisions of the Indenture and the Declaration) and registered in such names
as the selling Holders or the underwriters may reasonably request at least two Business Days prior
to the closing of any sale of Registrable Securities pursuant to such Shelf Registration Statement;

                    (i)     in the case of a Shelf Registration or an Exchange Offer Registration, promptly after the
occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, prepare a
supplement or post-effective amendment to such Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not include
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
and to notify each Holder to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus until
the Company has amended or supplemented the Prospectus to correct such misstatement or
omission;


                    (j)     in the case of a Shelf Registration, a reasonable time prior to the filing of any document
which is to be incorporated by reference into a Registration Statement or a Prospectus after the initial
filing of a Registration Statement, provide a reasonable number of copies of such document to the
Holders; and make such of the representatives of the Company and the Trust as shall be reasonably
requested by the Holders of Registrable Securities or the Initial Purchaser on behalf of such Holders
available for discussion of such document;


                    (k)     obtain a CUSIP number for all Exchange Capital Securities and the Capital Securities
(and, if the Trust has made a distribution of the Subordinated Debt Securities to the Holders of the
Capital Securities, the Subordinated Debt Securities or the Exchange Debt Securities), as the case
may be, not later than the effective date of a Registration Statement, and provide the applicable
Trustee with certificates for the Exchange Securities or the Registrable Securities, as the case may
be, in a form eligible for deposit with the Depositary;


                    (l)     cause the Indenture, the Declaration, the Guarantee (in the case of a Shelf Registration)
and the Exchange Guarantee (in the case of an Exchange Offer Registration) to be qualified under
the TIA, in connection with the registration of the Exchange Securities or Registrable Securities, as
the case may be, and effect such changes to such documents as may be required for them to be so
qualified in accordance with the terms of the TIA and execute, and cause the applicable Trustee to
execute, all documents as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable such documents to be so qualified in a timely manner;


                    (m)     in the case of a Shelf Registration, enter into such agreements (including underwriting
agreements) as are customary in underwritten offerings and take all such other appropriate actions
in connection therewith as are reasonably requested by the Holders of at least 25% in aggregate
principal or liquidation amount, as the case may be, of the Registrable








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Securities in order to expedite
or facilitate the registration or the disposition or the Registrable Securities;

                    (n)     in the case of a Shelf Registration, whether or not an underwriting agreement is entered
into and whether or not the registration is an underwritten registration, if requested by (x) the Initial
Purchaser, in the case where the Initial Purchaser holds Securities acquired by it as part of its initial
placement and (y) Holders of at least 25% in aggregate principal or liquidation amount, as the case
may be, of the Registrable Securities covered thereby: (i) make such representations and warranties
to Holders of such Registrable Securities and the underwriters (if any), with respect to the business
of the Trust, the Company and the subsidiaries of the Company as then conducted and the
Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated
by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten
offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the
Company and the Trust and updates thereof (which may be in the form of a reliance letter) in form
and substance reasonably satisfactory to the managing underwriters (if any) and the Holders of a
majority in aggregate principal or liquidation amount, as the case may be, of the Registrable
Securities being sold, addressed to each selling Holder and the underwriters (if any) covering the
matters customarily covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such underwriters (it being agreed that the matters to be covered
by such opinion may be subject to customary qualifications and exceptions); (iii) obtain "cold
comfort" letters and updates thereof in form and substance reasonably satisfactory to the managing
underwriters from the independent certified public accountants of the Company and the Trust (and,
if necessary, any other independent certified public accountants of any business acquired by the
Company and the Trust for which financial statements and financial data are, or are required to be,
included in the Registration Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings and such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions and procedures no less
favorable than those set forth in Section 4 hereof (or such other provisions and procedures acceptable
to Holders of a majority in aggregate principal or liquidation amount, as the case may be, of
Registrable Securities covered by such Registration Statement and the managing underwriters)
customary for such agreements with respect to all parties to be indemnified pursuant to said Section
(including, without limitation, such underwriters and selling Holders); and in the case of an
underwritten registration, the above requirements shall be satisfied at each closing under the related
underwriting agreement or as and to the extent required thereunder,


                    (o)     if (1) a Shelf Registration is filed pursuant to Section 2(b) or (2) a Prospectus contained
in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, make reasonably available for inspection by any selling Holder of
Registrable Securities or Participating Broker-Dealer, as applicable, who certifies to the Company
and the Trust that it has a current intention to sell Registrable Securities pursuant to the Shelf
Registration, any underwriter participating in any such disposition of Registrable Securities, if any,
and any attorney, accountant or other agent








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retained by any such selling Holder, Participating Broker-Dealer, as the case may be, or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during the Company's normal business hours, all financial and other records,
pertinent corporate documents and properties of the Trust, the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and employees of the Trust,
the Company and its subsidiaries to supply all relevant information in each case reasonably requested
by any such Inspector in connection with such Registration Statement; records and information
which the Company and the Trust determine, in good faith, to be confidential and any Records and
information which it notifies the Inspectors are confidential shall not be disclosed to any Inspector
except where (i) the disclosure of such Records or information is necessary to avoid or correct a
material misstatement or omission in such Registration Statement, (ii) the release of such Records
or information is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction or is necessary in connection with any action, suit or proceeding or (iii) such Records
or information previously has been made generally available to the public; each selling Holder of
such Registrable Securities and each such Participating Broker-Dealer will be required to agree in
writing that Records and information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market transactions in the securities of
the Trust or the Company unless and until such is made generally available to the public through no
fault of an Inspector or a selling Holder; and each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to further agree in writing that it will, upon
learning that disclosure of such Records or information is sought in a court of competent jurisdiction,
or in connection with any action, suit or proceeding, give notice to the Company and allow the
Company at its expense to undertake appropriate action to prevent disclosure of the Records and
information deemed confidential;

                    (p)     comply with all applicable rules and regulations of the SEC so long as any provision of
this Agreement shall be applicable and make generally available to its securityholders earning
statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters
in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such
an offering, commencing on the first day of the first fiscal quarter of the Company after the effective
date of a Registration Statement, which statements shall cover said 12-month periods, provided that
the obligations under this paragraph (p) shall be satisfied by the timely filing of quarterly and annual
reports on Forms 10-Q and 10-K under the Exchange Act;


                    (q)     upon consummation of an Exchange Offer or a Private Exchange, if requested by a
Trustee, obtain an opinion of counsel to the Company addressed to the Trustee for the benefit of all
Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the
case may be, substantially to the effect that (i) each of the Company and the Trust, as the case
requires, has duly authorized, executed and delivered the Exchange Securities and Private Exchange
Securities, and (ii) each of the Exchange Securities or the Private Exchange Securities, as the case
may be, constitutes a validly issued, fully paid and nonassessable undivided beneficial ownership
interest in the assets of the Trust (in the case of an








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Exchange Capital Security) or a legal, valid and
binding obligation of the Company, enforceable against the Company, in accordance with its
respective terms (in the case of an Exchange Debt Security and the Exchange Guarantee), as the case
may be (in each case, with customary exceptions);

                    (r)     if an Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Securities by Holders to the Company or the Trust, as applicable (or to such other Person
as directed by the Company or the Trust, respectively), in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be, the Company or the Trust, as applicable, shall
mark, or cause to be marked, on such Registrable Securities delivered by such Holders that such
Registrable Securities are being canceled in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be; it being understood that in no event shall such Registrable
Securities be marked as paid or otherwise satisfied;


                    (s)     cooperate with each seller of Registrable Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made with the NASD;


                    (t)     take all other steps necessary to effect the registration of the Registrable Securities
covered by a Registration Statement contemplated hereby;


                    (u)     in the case of the Exchange Offer Registration Statement (A) (i) include in the Exchange
Offer Registration Statement a section entitled "Plan of Distribution," which section shall be
reasonably acceptable to the Initial Purchaser or another representative of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that holds
Registrable Securities acquired for its own account as a result of market-making activities or other
trading activities (a "Participating Broker-Dealer") and that will be the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer
in the Exchange Offer, whether such positions or policies have been publicly disseminated by the
staff of the SEC or such positions or policies, in the reasonable judgment of the Initial Purchaser or
such other representative, represent the prevailing views of the staff of the SEC, including a
statement that any such broker-dealer who receives Exchange Securities for Registrable Securities
pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange
Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the Company the
notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the
Exchange Offer Registration Statement, including any preliminary Prospectus, and any amendment
or supplement thereto, as such Participating Broker-Dealer may reasonably request (each of the
Company and the Trust hereby consents to the use of the Prospectus forming part of the Exchange
Offer Registration Statement or any amendment or supplement thereto by any Person subject to the
prospectus delivery requirements of the Securities Act, including all Participating Broker-Dealers,
in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any
amendment or supplement thereto), (iii) use their best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus








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contained therein in
order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such Persons must comply with
such requirements under the Securities Act and applicable rules and regulations in order to resell the
Exchange Securities; provided, however, that such period shall not be required to exceed 90 days
(or such longer period if extended pursuant to the last sentence of Section 3 hereof) (the "Applicable
Period"), and (iv) include in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the following provision:



"If the exchange offeree is a broker-dealer holding Registrable
Securities acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any
resale of Exchange Securities received in respect of such Registrable
Securities pursuant to the Exchange Offer";






and (y) a statement to the effect that by a broker-dealer making the acknowledgment described in
clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities,
the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the
Securities Act; and (B) the Company and the Trust agree to deliver to the Initial Purchaser or to
another representative of the Participating Broker-Dealers, if requested by the Initial Purchaser or
such other representative of Participating Broker-Dealers, on behalf of the Participating Broker-Dealers upon consummation of the Exchange Offer (i) an opinion of counsel in form and substance
reasonably satisfactory to the Initial Purchaser or such other representative of the Participating
Broker-Dealers, covering the matters customarily covered in opinions requested in connection with
Exchange Offer Registration Statements and such other matters as may be reasonably requested (it
being agreed that the matters to be covered by such opinion may be subject to customary
qualifications and exceptions), (ii) an officers' certificate containing certifications substantially
similar to those set forth in Section 5(g) of the Purchase Agreement and such additional certifications
as are customarily delivered in a public offering of debt securities and (iii) as well as upon the
effectiveness of the Exchange Offer Registration Statement, a comfort letter, in each case, in
customary form if permitted by Statement on Auditing Standards No. 72.


                    The Company or the Trust may require each seller of Registrable Securities as to which
any registration is being effected to furnish to the Company or the Trust, as applicable, such
information regarding such seller as may be required by the staff of the SEC to be included in a
Registration Statement. The Company or the Trust may exclude from such registration the
Registrable Securities of any seller who unreasonably fails to furnish such information within a
reasonable time after receiving such request. The Company shall have no obligation to register under
the Securities Act the Registrable Securities of a seller who so fails to furnish such information.


                    In the case of a Shelf Registration Statement, or if Participating Broker-Dealers who
have notified the Company and the Trust that they will be utilizing the Prospectus contained in the
Exchange Offer Registration Statement as provided in this Section 3(u) hereof are seeking








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to sell
Exchange Securities and are required to deliver Prospectuses, each Holder agrees that, upon receipt
of any notice from the Company or the Trust of the occurrence of any event specified in Section
3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is advised
in writing (the "Advice") by the Company and the Trust that the use of the applicable Prospectus may
be resumed, and, if so directed by the Company and the Trust, such Holder will deliver to the
Company or the Trust (at the Company's or the Trust's expense, as the case requires) all copies in
such Holder's possession, other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities or Exchange Securities, as the case may be, current
at the time of receipt of such notice. If the Company or the Trust shall give any such notice to
suspend the disposition of Registrable Securities or Exchange Securities, as the case may be,
pursuant to a Registration Statement, the Company and the Trust shall use their best efforts to file
and have declared effective (if an amendment) as soon as practicable after the resolution of the
related matters an amendment or supplement to the Registration Statement and shall extend the
period during which such Registration Statement is required to be maintained effective and usable
for resales pursuant to this Agreement by the number of days in the period from and including the
date of the giving of such notice to and including the date when the Company and the Trust shall
have made available to the Holders (x) copies of the supplemented or amended Prospectus necessary
to resume such dispositions or (y) the Advice.

                    4.     Indemnification and Contribution   (a)  In connection with any Registration Statement, the Company and the Trust shall, jointly and
severally, indemnify and hold harmless the Initial Purchaser, each Holder, each underwriter who
participates in an offering of the Registrable Securities, each Participating Broker-Dealer, each
Person, if any, who controls any of such parties within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, and each of their respective partners, directors, officers,
employees and agents as follows:


                    (i)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment or supplement thereto), covering Registrable Securities
or Exchange Securities, as applicable, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


                    (ii)     against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to
the extent of the aggregate amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission in the Registration Statement; provided that (subject to Section 4(d) hereof) any such
settlement is effected with the prior written consent of the Company and the Trust; and


                    (iii)     against any and all expenses whatsoever, as incurred (including the fees and disbursements
of counsel, except to the extent otherwise expressly provided in Section 4(c)








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hereof), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under subparagraph (i) or (ii) of this Section 4(a);

provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense
to the extent arising out of an untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished in writing to the
Company or the Trust by the Initial Purchaser or such Holder, underwriter or Participating Broker-Dealer for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).


                    (b)     The Initial Purchaser and each Holder, underwriter or Participating Broker-Dealer
agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and
officers (including each officer of the Company and the Trust who signed the Registration
Statement), the Trust, each of the Trustees and each Person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and
all loss, liability, claim, damage and expense whatsoever described in the indemnity contained in
Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company or the Trust by such Holder, underwriter or
Participating Broker-Dealer, as the case maybe, expressly for use in such Registration Statement (or
any amendment thereto), or any such Prospectus (or any amendment or supplement thereto);
provided, however, that in the case of a Shelf Registration Statement, no such Holder shall be liable
for any claims hereunder in excess of the amount of net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Shelf Registration Statement.


                    (c)     Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party
from any liability which it may have under this Section 4 to the extent that it is not materially
prejudiced by such failure as a result thereof, and in any event shall not relieve it from liability which
it may have otherwise on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 4(a) or (b) above, counsel to the indemnified parties shall be selected by such
parties. An indemnifying party may participate at its own expense in the defense of such action;
provided, however, that counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying
parties be liable for the fees and expenses of more than one counsel (in addition to local counsel),
separate from their own counsel, for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or body, commenced








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or
threatened, or any claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 4 (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional written release
of each indemnified party from all liability arising out of such litigation, investigation, proceeding
or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

                     (d)     If at any time an indemnified party shall have validly requested an indemnifying party
to reimburse the indemnified party for reasonable fees and expenses of counsel pursuant to Section
4(a), such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days prior
to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such settlement.


                    (e)     In order to provide for just and equitable contribution in circumstances under which any
of the indemnity provisions set forth in this Section 4 is for any reason held to be unenforceable by
an indemnified party although applicable in accordance with its terms, the Company, the Trust and
the Holders shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the
nature contemplated by such indemnity agreement incurred by the Company, the Trust and the
Holders, as incurred; provided, however, that no Person guilty of fraudulent misrepresentation
(within the meaning of Section l1(f) of the 1933 Act) shall be entitled to contribution from any
Person that was not guilty of such fraudulent misrepresentation. As between the Company, the Trust,
and the Holders, such parties shall contribute to such aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement in such proportion as shall
be appropriate to reflect the relative fault of the Company and Trust, on the one hand, and the
Holders, on the other hand, with respect to the statements or omissions which resulted in such loss,
liability, claim, damage or expense, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault of the Company and the Trust, on the one hand, and of
the Holders, on the other hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Trust, on the one hand, or by or
on behalf of the Holders, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company, the
Trust and the Holders of the Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 4 were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the relevant equitable considerations. For
purposes of this Section 4, each Affiliate of a Holder, and each partner, director, officer, employee
and Person, if any, who controls a Holder or such Affiliate within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such
Holder, and each director of the Company, each Trustee of the Trust and each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as each of the Company or the Trust.








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                    5.     Participation in an Underwritten Registration. No Holder may participate in an
underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in the underwriting arrangement approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other
documents reasonably required under the terms of such underwriting arrangements.


                    6.     Selection of Underwriters. The Holders of Registrable Securities covered by the
Shelf Registration Statement who desire to do so may sell the Securities covered by such Shelf
Registration in an underwritten offering, subject to the provisions of Section 3(m) hereof. In any such
underwritten offering, the underwriter or underwriters and manager or managers that will administer
the offering will be selected by the Holders of a majority in aggregate principal or liquidation
amount, as applicable, of the Registrable Securities included in such offering; provided, however,
that such underwriters and managers must be reasonably satisfactory to the Company and the Trust.


                    7.     Miscellaneous.


                    (a)     Rule 144 and Rule 144A. For so long as the Company is subject to the reporting
requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain
outstanding, the Company will file the reports required to be filed by it under the Securities Act and
Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC
thereunder; provided, however, that if the Company ceases to be so required to file such reports, it
will, upon the request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales of its securities pursuant to Rule 144 under the Securities
Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time to time to enable such
Holder to sell its Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be
amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the
request of any Holder of Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.


                    (b)     No Inconsistent Agreements. Neither the Company nor the Trust has entered into, nor
will the Company or the Trust on or after the date of this Agreement enter into, any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or
which otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights granted to the holders of the
Company's or the Trust's other issued and outstanding securities under any such agreements.


                    (c)     Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or








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consents to
departures from the provisions hereof may not be given, unless the Company and the Trust have
obtained written consent of Holders of a majority in aggregate principal or liquidation amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver
or departure; provided that no amendment, modification or supplement or waiver or consent to the
departure with respect to the provisions of Section 4 hereof shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder of Registrable Securities.
Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent
of any Holder of Registrable Securities, by written agreement signed by the Company, the Trust and
the Initial Purchaser, to cure any ambiguity, correct or supplement any provision of this Agreement
that may be inconsistent with any other provision of this Agreement or to make any other provisions
with respect to matters or questions arising under this Agreement which shall not be inconsistent
with other provisions of this Agreement, (ii) this Agreement may be amended, modified or
supplemented, and waivers and consents to departures from the provisions hereof may be given, by
written agreement signed by the Company, the Trust and the Initial Purchaser to the extent that any
such amendment, modification, supplement, waiver or consent is, in their reasonable judgment,
necessary or appropriate to comply with applicable law (including any interpretation of the Staff of
the SEC) or any change therein and (iii) to the extent any provision of this Agreement relates to the
Initial Purchaser, such provision may be amended, modified or supplemented, and waivers or
consents to departures from such provisions may be given, by written agreement signed by the Initial
Purchaser, the Company and the Trust. Each Holder of Registrable Securities shall be bound by any
amendment or waiver effected pursuant to this Section 7(c), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such security or is delivered to such
Holder.

                    (d)     Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder
to the Company or the Trust by means of a notice given in accordance with the provisions of this
Section 7(d), which address initially is, with respect to the Initial Purchaser, the address set forth in
the Purchase Agreement; and (ii) if to the Company or the Trust, initially at the Company's address
set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(d).


                    All such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.


                    Copies of all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.


                    (e)     Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors, assigns and transferees of the Initial Purchaser, including, without limitation
and without the need for an express assignment, subsequent Holders;








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provided, however, that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement, the Declaration or the Indenture. If
any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions
of this Agreement and such Person shall be entitled to receive the benefits hereof.

                    (f)     Third Party Beneficiaries. Each Holder and any Participating Broker-Dealer shall be third
party beneficiaries of the agreements made hereunder among the Initial Purchaser, the Company and
the Trust, and the Initial Purchaser shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders
hereunder.


                    (g)     Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.


                    h)     Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


                    (i)     GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE DEEMED
TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE VALIDITY AND
INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET
FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED
HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL
JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM
THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


                    (j)     Severability. In the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.








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                    (k)     Securities Held by the Company, the Trust or its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company, the Trust or any Affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such required percentage.
















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                    IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


		FIRST FINANCIAL HOLDINGS, INC.



		By:	  

[OFFICER OF CORP. #1]

[OFFICER #1 TITLE]



		FIRST FINANCIAL CAPITAL TRUST I


		By:	FIRST FINANCIAL HOLDINGS, INC.,

as Sponsor



		By:	   

[OFFICER OF CORP. #2]

[OFFICER #2 TITLE]







Confirmed and accepted as of

the date first above written:


	SANDLER O'NEILL & PARTNERS, L.P.




	By:	SANDLER O'NEILL & PARTNERS CORP.,

the sole general partner



	By:	   

[NAME]

[TITLE]