ex4-10.htm


     Exhibit
4.10

    


    


    


    


    


    


    


    


    


    


    


    


    First
Financial Holdings, Inc.

    


    and

    


    


    __________________________________,

    


    Warrant
Agent

    


    __________________________________

    


    


    WARRANT
AGREEMENT

    


     ___________________________

    


    


    Providing
for the Issuance of ____________________ Warrants

    


    


    Dated as
of _______________________, 20___

     

     

     

     

    
 

    
      
         


      

      
         


         


      

      
         


      

    


    WARRANT
AGREEMENT

    


    


    THIS
WARRANT AGREEMENT is entered into as of, 20__ between First Financial Holdings,
Inc., a corporation incorporated under the laws of the State of Delaware (the
“Company”) and _____________________, a ________ incorporated under the laws of
____________ (the “Agent”).

    


    W I T N E
S S E T H:

    


    WHEREAS,
the Company proposes to issue ____ Warrants, each Warrant entitling the
registered owner thereof to purchase ________________________ of the Company at
the price and upon the terms and conditions herein set forth; and

    


    WHEREAS,
the Company is duly authorized to issue the Warrants as provided in this
Agreement; and

    


    WHEREAS,
all things necessary have been done and performed to make the Warrants when duly
authenticated by the Agent and issued as provided for in this Agreement legally
valid and binding obligations of the Company with the benefits and subject to
the terms of this Agreement.

    


    NOW,
THEREFORE, for good and valuable consideration mutually given and received, the
receipt and sufficiency thereof is hereby acknowledged, it is hereby agreed and
declared as follows:

    


    ARTICLE
I

    


    DEFINITIONS

    


    SECTION
1.1.  Definitions.  Except
as otherwise expressly provided or unless the context otherwise requires, the
terms defined in this Section 1.1 shall for all purposes of this Agreement, have
the meanings herein specified, the following definitions to be equally
applicable to both the singular and plural forms of any of the terms herein
defined:

    


    The term
“Agent” shall mean _____________, a _________ incorporated under the laws of
____________ or its lawful successors from time to time appointed in accordance
with this Agreement.

    


    The term
“Agreement” shall mean this Warrant Agreement between the Company and the Agent,
as such agreement is originally executed or as it may from time to time be
supplemented, modified or amended as provided herein.

    


    The term
“Business Day” shall mean any day which is not a Saturday or Sunday and which in
New York, New York and Charleston, South Carolina is neither a legal holiday nor
a day on which banking institutions are authorized by law or regulation to
close.

    


    The term
“Company” shall mean First Financial Holdings, Inc., a Delaware corporation,
until a successor entity shall have become such pursuant to the applicable
provisions of this Agreement and thereafter the term “Company” shall mean such
successor entity.

    


    The term
“Event of Default” shall mean any event specified as such in Section 6.1
hereof.  An Event of Default shall “exist” if an Event of Default
shall have occurred and be continuing.

    


    The term
“Exercise Date” shall mean each date during the Exercise Period on which the
___________________________ are purchased by a Registered Owner through the
exercise of all or a portion of its Warrants.

    


    The term
“Exercise Form” shall mean the form designated Exercise Form attached as Annex
II to each Warrant.

    


    The term
“Exercise Period” shall mean the period commencing at 9:00 A.M. (Charleston,
South Carolina time) on _____________, 20__ and ending at 4:00 P.M. (Charleston,
South Carolina time) on _____________, _____.


    
      
         


      

      
         


         


      

      
         


      

    


             The term “Exercise
Price” shall have the meaning accorded such term in Section 2.1 of this
Agreement.

    


    The term
“Expiration Time” means 4:00 p.m., Charleston, South Carolina time, on
____________, 20__.

    


    [The term
“Indenture” shall mean that certain Indenture dated as of ___________, 20__
between the Company and ___________, as trustee, as such Indenture was
originally executed or as it may from time to time be supplemented, modified or
amended in accordance with the terms thereof.]

    


    The term
“Notice of Intent to Exercise” shall have the meaning accorded thereto in
Section 4.1 of this Agreement. The form of Notice of Intent to Exercise is
attached as Annex I to each Warrant.

    


    The term
“Outstanding” when used with reference to the Warrants shall mean, as of the
date of determination, all Warrants theretofore authenticated and delivered
under this Agreement, except:

    


    (a)           Warrants
theretofore canceled by the Agent or delivered to the Agent for cancellation;
and

    


    (b)           Warrants
in exchange for or in lieu of which other Warrants shall have been authenticated
and delivered under this Agreement.

    


    The term
“Person” shall mean an individual, a corporation, a partnership, a joint
venture, an association, a joint stock company, a trust, an unincorporated
organization, or a government or any agency, authority or political subdivision
thereof.

    The term
“Register” shall mean the books for the registration and transfer of Warrants
which books are kept by the Agent pursuant to Section 3.1 hereof.

    


    The term
“Warrantholders” or “Registered Owners” means the persons from time to time who
are registered owners of the Warrants.

    


    The term
“Warrantholders’ Request” means an instrument signed in one or more counterparts
by the Warrantholders entitled to purchase in the aggregate not less than a
majority of the aggregate amount of _______________ which could be purchased
pursuant to all Warrants then Outstanding requesting the Agent to take some
action or proceeding specified therein.

    


    The term
“Warrants” means the ___________ Warrants issued hereunder pursuant to which
Warrantholders have the right to purchase __________________ on the terms and
conditions herein set forth.

    


    The term
“Written Order of the Company” and “Written Consent of the Company” mean,
respectively, a written order or consent signed in the name of the Company by
any one of its officers and may consist of one or more instruments so
executed.

    


    ARTICLE
II

    


    ISSUANCE
OF WARRANTS

    


    SECTION
2.1.  Issuance And Terms Of
Warrants.  The issuance of Warrants entitling the Registered
Owners thereof to purchase up to an aggregate of not more than ______________ of
the __________________ is hereby authorized.  The Warrants shall be
delivered by the Company to the Agent to be authenticated by the Agent and
delivered in accordance with the Written Order of the Company.  The
Warrants shall be dated ________, 20__ and shall be issuable in fully registered
form and in denominations that permit the purchase upon exercise of
____________.

    


    The
Warrants shall be exercisable on any Business Day during the Exercise Period.
Each Warrant shall entitle the Registered Owner thereof to exercise such Warrant
in accordance with and pursuant to the terms thereof for the purchase
of  _______________________ at an exercise price of [$____] per
_______ (the “Exercise Price”).


    
      
         


      

      
        2

         


      

      
         


      

    


             SECTION
2.2.  Form
of Warrants. The Warrants shall be in substantially the form set out in
Exhibit A hereto, with such additional provisions, omissions, variations or
substitutions as are not inconsistent with the provisions of this Agreement. The
Warrants may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may, consistent herewith, be
determined by the officer executing such Warrants as evidenced by such officer's
execution thereof.

    


    SECTION
2.3.  Mutilated, Lost, Destroyed
or Stolen Warrants.  If (i) any mutilated Warrant is
surrendered to the Agent, or the Company and the Agent receive evidence to their
satisfaction of the destruction, loss or theft of any Warrant and (ii) there is
delivered to the Company and the Agent such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Agent that such Warrant has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Agent shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Warrant, a new Warrant of the same principal amount,
bearing a number not contemporaneously Outstanding.

    


    Upon the
issuance of any new Warrant under this Section 2.3, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected
therewith.

    


    Every new
Warrant issued pursuant to this Section 2.3 in lieu of any destroyed, lost or
stolen Warrant shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Warrant shall be at
any time enforceable by anyone, and shall be entitled to all the security and
benefits of this Agreement equally and ratably with all other Outstanding
Warrants.

    


    The
provisions of this Section 2.3 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Warrants.

    


    SECTION
2.4.  Warrantholder Not a
Registered Owner of the _________________.  The ownership of a
Warrant shall not constitute the Registered Owner thereof an owner of any of the
__________________ nor entitle the Registered Owner to any right or interest in
respect thereof except upon the exercise and surrender of its Warrants and the
payment of the purchase price of the __________________ in accordance with and
pursuant to the terms herein provided.

    


    SECTION
2.5.  Warrants to Rank Pari
Passu. All Warrants shall rank pari passu with each other.

    


    SECTION
2.6.  Execution of
Warrants.  The Warrants shall be signed in the name and on
behalf of the Company by one of its officers. The signature of the officer
executing the Warrants may be manual or facsimile. In case any officer of the
Company who shall have signed any of the Warrants (manually or in facsimile)
shall cease to be such officer before the Warrants so signed shall have been
authenticated and delivered by the Agent, such Warrants nevertheless may be
authenticated and delivered as though the Person who signed such Warrants had
not ceased to be such officer of the Company. In addition, any Warrant may be
signed on behalf of the Company by such Persons as on the actual date of
execution of such Warrant shall be the proper officers of the Company, although
at the date of the execution of this Agreement any such Person was not such
officer.

    


    Only such
of the Warrants as shall bear thereon a certificate of authentication in
substantially the form set forth in Section 2.2 hereof, executed by the Agent,
shall be entitled to the benefits of this Agreement or be valid or obligatory
for any purpose.

    


    SECTION
2.7.  Purchase of Warrants by the
Company.  The Company may purchase in the market, by private
contracts or otherwise all or any portion of the Warrants on such terms as the
Company may determine.

    



    
      
         


      

      
        3

         


      

      
         


      

    


    ARTICLE
III

    


    EXCHANGE
OF WARRANTS; REGISTRATION OF

    TRANSFER
OF WARRANTS; NOTICE TO WARRANTHOLDERS

    


    SECTION
3.1.  Register.  The
Agent, as agent of the Company, shall maintain, at its principal office in
____________, ____, the Register in which, subject to such reasonable
regulations as it and the Company may prescribe, it shall provide for the
registration of the Warrants and the transfer of Warrants as in this Agreement
provided. The Register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. The Registered
Owners of the Warrants shall present directly to the Agent all requests for (a)
registration of transfer of Warrants, (b) exchange of Warrants for new Warrants
in authorized denominations and (c) replacement of Warrants in the case of
mutilation, destruction, loss or theft.

    


    Upon the
Company's request, the Agent shall furnish the Company with a list of names and
addresses of the Registered Owners showing the number of such Warrants held by
each Registered Owner.

    


    SECTION
3.2.  Exchange of
Warrants.  Warrants entitling the Registered Owner to purchase
any specified amount of __________________ may, upon compliance with the
reasonable requirements of the Agent, be exchanged for Warrants entitling the
Registered Owner thereof to purchase an equal amount of
__________________.

    


    Warrants
may be exchanged only at the principal office of the Agent in _______________,
___ or at any other place that is designated by the Company.  Any
Warrants tendered for exchange shall be surrendered to the Agent and canceled.
The Company shall execute all Warrants necessary to carry out exchanges as
aforesaid and such Warrants shall be authenticated by the Agent.

    


    SECTION
3.3.  Charges for
Exchange.  For each Warrant exchanged or transferred, the
Agent, except as otherwise herein provided, shall, if required by the Company,
charge a reasonable sum for each new Warrant issued; and payment of such charges
and reimbursement of the Agent or the Company for any taxes or governmental or
other charges required to be paid shall be made by the party requesting such
exchange, as a condition precedent thereto.

    


    SECTION
3.4.  Registration of Transfer;
Restrictions on Transfers.  No transfer of a Warrant shall be
valid unless made at the principal offices of the Agent in the ____________,
__________ or at any other place that is designated by the Company as an office
for registration of transfer by the Registered Owner or such Registered Owner's
executors, administrators or other legal representatives or attorney duly
appointed by an instrument in writing in form and execution satisfactory to the
Agent and upon compliance with such reasonable requirements as the Agent and the
Company may prescribe. Any Warrants tendered for registration of transfer shall
be surrendered to the Agent.

    


    SECTION
3.5.  Notice
to Warrantholders.  Unless herein otherwise expressly provided,
any notice to be given hereunder to Warrantholders shall be deemed to be validly
given if such notice is mailed to the last addresses of the Warrantholders
appearing on the Register. Any notice so given shall be deemed to have been
given on the day on which it has been mailed.  In determining under
any provision hereof the date when notice of any meeting or other event must be
given, the date of giving notice shall be included and the date of the meeting
or other event shall be excluded.

    


    ARTICLE
IV

    


    EXERCISE
OF WARRANTS

    


    SECTION
4.1.  Method
of Exercise of Warrants.  The Registered Owner of any Warrant
may exercise the right thereby to purchase __________________ by surrendering to
the Agent on any Business Day during the Exercise Period at the principal office
of the Agent ___________, ___________, or at any other place or places that may
be designated by the Company:

    


    (a)           at
least 3 Business Days prior to the exercise of its Warrants, a completed and
executed Notice of Intent to Exercise in the form thereof set forth in Annex I
to each Warrant (a “Notice of Intent to Exercise”);


    
      
         


      

      
        4

         


      

      
         


      

    


    


    (b)           on
the Exercise Date, a duly completed and executed Exercise Form in the form
thereof set forth in Annex II to each Warrant;

    


    (c)           on
the Exercise Date, its Warrant or Warrants which it is exercising;
and

    


    (d)           on
the Exercise Date, the Exercise Price in funds immediately available to the
Company.

    


    The items
described in the foregoing clauses (a) and (b) shall be deemed received when an
actual copy or a facsimile thereof is received by the Agent.  Each
Warrant shall be deemed to be surrendered only upon personal delivery thereof to
or, if sent by mail or other means of transmission, upon receipt thereof by, the
Agent at the office specified in this Section 4.1. Each Warrant shall be deemed
exercised as of the first Business Day on which all of the foregoing conditions
are satisfied with respect to such Warrant. The first day on which the Warrants
may be exercised is ________________, ____________, ___.  The Company
acknowledges that the Registered Owners of the Warrants are not required under
any circumstances to take any other actions in order to exercise their
Warrants.

    


    SECTION
4.2.  Effect
of Exercise of Warrants.  Upon surrender and payment of the
Exercise Price by the Registered Owner of any Warrant in accordance with Section
4.1, the __________________ so purchased shall be deemed to have been issued and
the person or persons to whom such __________________ are to be issued shall be
deemed to have become the Registered Owner or owners of such __________________
on the Exercise Date.

    


    After the
due exercise of a Warrant as aforesaid, the Company shall forthwith cause to be
delivered to the person to whom the __________________ so purchased are to be
issued at the address specified in such form or, if so specified in such
purchase form, cause to be delivered to such person at the office where such
Warrant was surrendered,  ______________.

    


    SECTION
4.3.  Partial Exercise of
Warrants.  Subject to the issuance of __________________ in
authorized denominations only, the Registered Owner of any Warrant may purchase
_________________ in an amount less than that which such Registered Owner is
entitled to purchase pursuant to the surrendered Warrant.  In the
event of any purchase of an amount of __________________ less than the amount
which can be purchased pursuant to a Warrant, the Registered Owner thereof upon
exercise thereof prior to the Expiration Time shall, in addition, be entitled to
receive forthwith a new Warrant in respect of the balance of the
__________________ which such Registered Owner was entitled to purchase pursuant
to the surrendered Warrant and which were not then exercised. The Company shall
not be responsible for any taxes which may be payable in connection with the
issuance of such new Warrant.

    


    SECTION
4.4.  Expiration of
Warrants.  After the Expiration Time, all rights under any
Warrant in respect of which the right of purchase herein and therein provided
for shall not theretofore have been exercised pursuant to Section 4.1 shall
cease and terminate and such Warrant shall become void and of no effect and all
rights of the Registered Owner thereof under this Warrant Agreement shall cease
and terminate as of such termination; provided that such Registered Owner's
rights under this Warrant Agreement with respect to actions occurring prior to
such termination shall remain in full force. After the Expiration Time, each
Registered Owner of any Warrants shall return any unexercised Warrants to the
Agent for cancellation in accordance with Section 4.5 of this
Agreement.

    


    SECTION
4.5.  Cancellation of Surrendered
Warrants.  All Warrants surrendered to the Agent pursuant to
Sections 2.3, 3.2, 3.4 or 4.1 shall forthwith be canceled by the Agent. All
Warrants canceled or required to be canceled under this or any other provision
of this Agreement may be destroyed by or under the direction of the Agent and
the Agent shall furnish the Company with a destruction certificate identifying
the Warrants so destroyed and the __________________ which could have been
purchased pursuant to each.

    


    SECTION
4.6.  Accounting and
Recording.  The Agent shall forthwith account and remit to the
Company with respect to Warrants exercised and immediately forward to the
Company (or into an account or accounts of the Company with the bank or trust
company designated by the Company for that purpose) all monies received by the
Agent on the purchase of ____________ through the exercise of Warrants. All such
monies, and any ____________or other instruments, from time to time received by
the Agent shall be received in trust for, and shall be segregated and kept apart
by the Agent in trust for, the Company.


    
      
         


      

      
        5

         


      

      
         


      

    


    


    The Agent
shall record the particulars of the Warrants exercised which shall include the
names and addresses of the persons who become Registered Owners of
__________________ on exercise, the Exercise Date, the Exercise Price and the
quantity of __________________ reserved for that purpose by the
Company.

    


    The Agent
shall provide such particulars in writing to the Company.

    


    ARTICLE
V

    


    COVENANTS

    


    SECTION
5.1.  Issuance
of                            
.  The Company covenants that so long as any Warrants remain
Outstanding it will cause the __________________ from time to time paid for
pursuant to the Warrants in the manner herein provided to be duly issued and
delivered in accordance with the Warrants and the terms hereof.

    


    SECTION
5.2.  Corporate Existence of the
Company; Consolidation, Merger, Sale or Transfer.  The Company
covenants that so long as any of the Warrants are Outstanding, it will maintain
its existence, will not dissolve, sell or otherwise dispose of all or
substantially all of its assets and will not consolidate with or merge into
another entity or permit one or more other entities to consolidate with or merge
into it; provided that the Company may, without violating the covenants in this
Section 5.2 contained, consolidate with or merge into another entity or permit
one or more other entities to consolidate with or merge into it, or sell or
otherwise transfer to another entity all or substantially all of its assets as
an entirety and thereafter dissolve, if the surviving, resulting or transferee
entity, as the case may be, (i) shall be formed and existing under the laws of
one of the States of the United States of America, (ii) assumes, if such entity
is not the Company, all of the obligations of the Company hereunder and (iii) is
not, after such transaction, otherwise in default under any provisions
hereof.

    


    SECTION
5.3.  Maintenance of Offices or
Agencies for Transfer, Registration, Exchange of Warrants.  So
long as any of the Warrants shall remain Outstanding, the Company covenants that
it will maintain an office or agency in _________, where the Warrants may be
presented for registration, exchange and transfer as in this Agreement provided,
and where notices and demands to or upon the Company in respect of the Warrants
or of this Agreement may be served, and where the Warrants may be presented for
exchange for __________________ as provided herein.

    


    SECTION
5.4.  Appointment to Fill a
Vacancy in the Office of Agent.  The Company, whenever
necessary to void or fill a vacancy in the office of Agent, covenants that it
will appoint, in the manner provided in Section 7.4 hereof, an Agent, so that
there shall at all times be a Agent with respect to the Outstanding
Warrants.

    


    ARTICLE
VI

    


    EVENTS OF
DEFAULT; REMEDIES

    


    SECTION
6.1.  Events
of Default.  The term “Event of Default” whenever used herein
with respect to any Warrant shall mean any one of the following
events:

    


    (a)           Failure
by the Company to deliver the __________________ in exchange for the Warrants in
accordance with the provisions of this Agreement, or

    


    (b)           failure
on the part of the Company to observe or perform in any
material  respect any of the covenants or agreements on its part in
the Warrants or in this Agreement specifically contained for the benefit of the
Warrantholder, for a period of 30 days after there has been given, by registered
or certified mail, to the Company by the Agent, or to the Company and the Agent
by the Registered Owner a written notice specifying such failure and stating
that such is a “Notice of Default” hereunder.

    


    SECTION
6.2.  Suits
by Warrantholders.  All or any of the rights conferred upon the
Registered Owner of any Warrant by the terms of such Warrant and/or this
Agreement may be enforced by the Registered Owner of such Warrants by
appropriate legal proceedings but without prejudice to the right which is hereby
conferred upon the Agent


    
      
         


      

      
        6

         


      

      
         


      

    


    to
proceed in its own name to enforce each and all of the provisions herein
contained for the benefit of the Registered Owners of the Warrants from time to
time Outstanding.

    


    SECTION
6.3.  Remedies Not Waived;
Enforcement Expense.  No delay or failure on the part of the
Registered Owners of Warrants or the Agent to exercise any right shall operate
as a waiver of such right or otherwise prejudice such Registered Owner’s or
Agent’s, as the case may be, rights, powers and remedies.

    


    The
Company agrees to pay all costs, expenses and fees, including all reasonable
attorneys' fees, which may be incurred by a Registered Owner in enforcing or
attempting to enforce its rights thereunder and hereunder following the
occurrence and during the continuance of any Event of Default hereunder, whether
the same shall be enforced by suit or otherwise.

    


    SECTION
6.4.  Incorporators, Stockholders,
Officers and Directors of Company are Exempt from Individual
Liability.  No recourse under or upon any obligation, covenant
or agreement of this Agreement, or of any Warrant, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company, either directly or though the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Agreement and the
Warrants issued hereunder are solely corporate obligations, and that no personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Agreement
or in any of the Warrants or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the obligations hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Agreement
or in any of the Warrants or implied therefrom are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Agreement and the issuance of such Warrants.

    


    ARTICLE
VII

    


    CONCERNING
THE AGENT

    


    SECTION
7.1.  Appointment of
Agent.  The Company hereby appoints, at present having its
principal office in [__________ at _____________, ________, __________] as the
Agent in respect of the Warrants, upon the terms and subject to the conditions
set forth in this Agreement.

    


    SECTION
7.2.  Acceptance of Appointment By
Agent; Limitations of Duties of Agent.  The Agent accepts its
obligations set forth herein and in the Warrants upon the terms and conditions
hereof and thereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Registered Owners from time to
time of the Warrants shall be subject:

    


    (a)           The
Agent shall be entitled to the compensation agreed upon with the Company for all
services rendered by it, and the Company agrees promptly to pay such
compensation and to reimburse the Agent for its reasonable out-of-pocket
expenses (including, without limitation, the reasonable compensation of its
counsel) incurred by it in connection with the services rendered by it
hereunder. The Company also agrees to indemnify the Agent for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with its acting as such
Agent hereunder, including the costs and expenses of defending against any claim
of liability.

    


    (b)           In
acting under this Agreement and in connection with the Warrants, the Agent is
acting solely as the agent of the Company and does not assume any obligations or
relationship of agency or trust for or with any of the Registered Owners of the
Warrants.

    


    (c)           The
Agent may consult with one or more counsel (who may also be counsel to the
Company), and, in the absence of bad faith, the written opinion of such counsel
shall be full and complete


    
      
         


      

      
        7

         


      

      
         


      

    


             authorization
and protection in respect of any action taken, omitted or suffered by
it  hereunder in the good faith reliance thereon.

    


    (d)           The
Agent shall be protected and shall incur no liability for or in respect of any
action taken, omitted or suffered by it in the good faith reliance upon any
Warrant, notice, direction, consent, certificate, affidavit, statement or other
paper or document signed by the Company reasonably believed by the Agent to be
genuine and to have been signed by the proper persons.

    


    (e)           The
Agent and its officers, directors and employees may become the owner of, or
acquire any interest in, any Warrants, with the same rights that it or they
would have if it were not the Agent hereunder, may engage or be interested in
any financial or other transaction with the Company and may act on, or as
depository, trustee or agent for, any committee or body of Registered Owners of
the Warrants or holders of other obligations of the Company as freely as if it
were not the Agent hereunder.

    (f)           The
recitals contained herein and in the Warrants (except in the Agent’s
certificates of authentication) shall be taken as the statements of the Company,
and the Agent assumes no responsibility for their correctness. The Agent makes
no representation as to the validity or sufficiency of this Agreement or the
Warrants, provided that the Agent shall not be relieved of its duty to
authenticate Warrants as authorized by this Agreement. The Agent shall not be
accountable for the use or application by the Company of the proceeds of the
Warrants.

    


    (g)           The
Agent shall be obligated to perform such duties and only such duties as are
herein and in the Warrants specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrants against the
Agent.

    


    (h)           No
provision of this Agreement shall be construed to relieve the Agent from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct or that of its officers or employees.

    


    (i)           The
Agent shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

    


    SECTION
7.3.  Agent
Required.  The Company agrees that, until all Warrants (i)
shall have been delivered to the Agent for cancellation or (ii) have become null
and void because of the passage of the Expiration Time, there shall at all times
be a Agent hereunder which shall be a corporation doing business in the United
States and which alone or with its affiliates has a combined capital and surplus
of at least $50,000,000.

    


    SECTION
7.4.  Resignation and Removal of
Agent; Appointment of Successor.  The Agent may at any time
resign by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such date shall never be less than 90 days after the
receipt of such notice by the Company unless the Company agrees to accept less
notice.  Upon receipt of such notice of resignation, the Company shall
promptly act to appoint a successor Agent. The Agent may be removed at any time
by the Company by delivering written notice thereof specifying such removal and
the date when it is intended to become effective.  Any resignation or
removal of the Agent shall take effect upon the date of the appointment by the
Company as hereinafter provided of a successor and the acceptance of such
appointment by such successor.

    


    In case
at any time the Agent shall resign, or shall be removed, or shall become
incapable of acting or shall be adjudged as bankrupt or insolvent, or if a
receiver of its or of its property shall be appointed, or if any public officer
shall take charge or control of its or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor agent,
eligible as aforesaid, shall be appointed by the Company.

    


    Upon the
appointment as aforesaid of a successor agent and acceptance by it of such
appointment, the Agent so superseded shall cease to be the Agent hereunder. If
no successor Agent shall have been so appointed by the Company and shall have
accepted appointment as hereinafter provided, then the Registered Owners of a
majority in aggregate amount of the Outstanding Warrants, on such Holders’
behalf and on behalf of all others similarly situated may petition any court of
competent jurisdiction for the appointment of a successor
Agent.


    
      
         


      

      
        8

         


      

      
         


      

    


    


    Any
successor Agent appointed hereunder shall execute, acknowledge and deliver to
its predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Agent, without any further act deed or
conveyance, shall become vested with all the authority, rights, powers,
immunities, duties and obligations of such predecessor with like effect as if
originally named as such Agent hereunder, and such predecessor, upon payment of
its charges and disbursements then unpaid, shall simultaneously therewith become
obligated to transfer, deliver and pay over, and such successor Agent shall be
entitled to receive, all moneys, __________________ or other property on deposit
with or held by such predecessor, as such Agent hereunder.

    


    The
Company or, at the discretion of the Company, the successor Agent, will give
prompt written notice by U.S. Mail to each Registered Owner of the Warrants at
such owner's address as it appears on the Register of the appointment of a
successor Agent. Failure to give such notice or any defect therein shall not
affect the appointment of a successor Agent.

    


    SECTION
7.5.  Merger, Conversion,
Consolidation or Succession to Business of Agent.  Any
corporation into which the Agent may be merged or converted, or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation succeeding
to all or substantially all the assets and business of the Agent, shall be the
successor to the Agent hereunder, provided such corporation shall be otherwise
eligible under this Article VII, without the execution or filing of any document
or any further act on the part of any of the parties hereto.

    


    In case
any Warrants shall have been authenticated, but not delivered, by the Agent then
in office, any successor by merger, conversion or consolidation to such
authenticating Agent may adopt such authentication and deliver the Warrants so
authenticated with the same effect as if such successor Agent had itself
authenticated such Warrants.

    


    ARTICLE
VIII

    


    MISCELLANEOUS

    


    SECTION
8.1.  Notices.  All
notices or demands hereunder upon the Company or the Agent may be electronically
communicated or hand delivered or sent by overnight courier, addressed to any
party hereto as provided in this Section 8.1.

    


    All
communications intended for the Company shall be sent to:

    


    First
Financial Holdings, Inc.

    34 Broad
Street

    Charleston,
South Carolina  29401

    Attention:
Chief Financial Officer

    


    All
communications intended for the Agent shall be sent to:

    


    Agent-Name

    


    


    Attention:

    


    or at any
other address of which either of the foregoing shall have notified the other in
any manner prescribed in this Section 8.1.

    


    For all
purposes of this Agreement, a notice or communication will be deemed
effective:

    


    (a)           
if delivered by hand or sent by overnight courier, on the day it is
delivered  unless (i) that day is not a day on which commercial banks
are open for business (a “Local Business Day”) in the city


    
      
         


      

      
        9

         


      

      
         


      

    


    specified
in the address for notice provided by the recipient or (ii) if delivered after
the close of business on a Local Business Day, then on the next succeeding Local
Business Day or

    


    (b)  if
sent by facsimile transmission, on the date transmitted, provided that oral or
written confirmation of receipt is obtained by the sender unless the date of
transmission and confirmation is not a Local Business Day, in which case, on the
next succeeding Local Business Day.

    


    Any
notice, direction, request, demand, consent or waiver by the Company or any
Registered Owner to or upon the Agent shall be deemed to have been sufficiently
given, made or filed, for all purposes, if given, made or filed in writing with
the Agent in accordance with the provisions of this Section 8.1.

    


    SECTION
8.2.  Day
Not a Business Day.  If any date on which a payment is to be
made, notice given or other action taken hereunder is not a Business Day, then
such payments, notice or other action shall be made, given or taken on the next
succeeding business day in such place, and in the case of any payment, no
interest shall accrue for the delay.

    


    SECTION
8.3.  Currency.  All
amounts herein are expressed in United States Dollars.

    


    SECTION
8.4.  Governing
Law.  This Agreement and the Warrants shall be construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflicts of law.

    


    SECTION
8.5   Amendment.  This
Agreement may be amended by the parties hereto, without the consent of the
Warrantholders, for the purpose of curing any ambiguity, or curing, correcting
or supplementing any defective provision contained herein, or making such
provisions in regard to matters or questions arising under this Agreement as the
Company may deem necessary or desirable or amending this Agreement in any manner
that does not adversely affect the interests of the Warrantholders in any
material respect.  Any amendment or supplement to this Agreement or
the Warrants that has a material adverse effect on the interests of the
Warrantholders shall require the written consent of a majority of the
Outstanding Warrantholders.  Except as otherwise provided herein, the
consent of each Warrantholder affected shall be required for any amendment
pursuant to which (i) the Exercise Price would be increased, (ii) the
[number/amount of] _________ purchasable upon exercise of Warrants would be
decreased, (iii) the Expiration Time would be accelerated or (iv) the number of
Outstanding Warrants would be reduced the consent of whose Holders would be
required for any amendment or modification of this Agreement. The Agent may, but
shall not be obligated to, enter into any amendment to this Agreement which
affects the Agent's own rights, duties or immunities under this Agreement or
otherwise.

    


    SECTION
8.6.  Limitation of Rights to
Parties and Registered Owners of Warrants.  Nothing in this
Agreement or in the Warrants expressed or implied is intended or shall be
construed to give to any Person other than the Company, the Agent and the
Registered Owners of the Warrants any legal or equitable right, remedy or claim
under or in respect of this Agreement  or any covenant, condition or
provision herein or in the Warrants. All such covenants, conditions and
provisions are and shall be held to be for the sole and exclusive benefit of the
Company, the Agent and the Registered Owners of the Warrants.

    


    SECTION
8.7.  Separability of Invalid
Provisions.  In case any one or more of the provisions
contained in this Agreement or in the Warrants shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein.

    


    SECTION
8.8.  No
Waiver of Rights.  A failure or delay in exercising any right,
power or privilege in respect of this Warrant Agreement will not be presumed to
operate as a waiver, and a single or partial exercise of any right, power or
privilege will not be presumed to preclude any subsequent or further exercise of
that right, power or privilege or the exercise of any other right, power or
privilege.

    


    SECTION
8.9.  Execution in Several
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall for all purposes be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.


    
      
         


      

      
        10

         


      

      
         


      

    


             SECTION
8.10.  Article and Section
Headings.  The headings or titles of the several Articles and
Sections hereof and any table of contents appended to copies hereof shall be
solely for convenience of reference and shall not affect the meaning,
construction or effect of this Agreement.

    


    SECTION
8.11.  Successor and
Assigns.  All the covenants and agreements in this Agreement
contained by or on behalf of the Company or the Agent shall bind their
respective successors and assigns, whether so expressed or not.

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        11

         


      

      
         


      

    


    The
parties hereto have executed this Agreement as of the date first above
written.

    


    FIRST
FINANCIAL HOLDINGS, INC.

    


    


    By__________________________

    


    


    AGENT
NAME, as Agent

    


    


    By__________________________

    


     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        12

         


      

      
         


      

    


     EXHIBIT
A

    


    FORM OF
WARRANT

    


    Number
___ _____ Warrant(s) Representing Right to Purchase Up to ________________ of
_________.

    


    This
Warrant expires at 4:00 p.m. (Charleston, South Carolina time) on [________,
_________] and thereafter will be void and of no value. Notice of the holder's
intent to exercise this Warrant must be given to ________________, as Agent not
later than 4:00 P.M. (Charleston, South Carolina time) [____________,
_____].

    


    FIRST
FINANCIAL HOLDINGS, INC.

    


    THIS
CERTIFIES THAT, for value received, ____________, the Registered Owner hereof
(herein sometimes called the “Warrantholder”) is entitled, upon and subject to
the terms and conditions set forth herein and in the Warrant Agreement (the
“Warrant Agreement”) dated as of ___________, ____, ____ between First Financial
Holdings, Inc., a Delaware corporation (the “Company”), and ______________, as
Agent, (the “Agent”), to purchase __________________ at any time from 9:00 A.M.
(Charleston, South Carolina time) [____________, 20__] to 4:00 P.M. (Charleston,
South Carolina time) [________________, 20__], inclusive (each such date being
referred to as an “Exercise Date”) up to _________________, by providing written
notice to the Agent of the Warrantholder’s intention to exercise its right to
purchase provided for herein specifying the number of Warrants which the
Warrantholder wishes to exercise, such notice to be provided in the notice form
annexed hereto as Annex II not earlier than 9:00 A.M. (Charleston, South
Carolina time)on [_________________, 20__] and not later than 4:00 P.M.
(Charleston, South Carolina  time) [____________, 20__], and by
surrendering to the Agent at its principal office in _____________, ___________
on any Exercise Date, this Warrant, with the Exercise Form on which this Warrant
is exercised, the __________________ will be delivered as described below
against payment therefor in funds current and immediately available to the Agent
at the amount designated in the Warrant Agreement, in each case in an amount
equal to the purchase price of the __________________ so purchased pursuant to
the exercise of this Warrant.

    


    This
Warrant is one of a duly authorized issue of warrants issued under the
provisions of the Warrant Agreement. Reference is hereby made to the Warrant
Agreement for particulars of the rights of the Warrantholders and of the Company
in respect thereof and the terms and conditions upon which the Warrants are
issue and held, all to the sole effect as if the provisions of the Warrant
Agreement were herein set forth, to all of which the Warrantholder by acceptance
hereof assents. The Company will furnish to the Warrantholder, upon written
request and without charge, a copy of the Warrant Agreement. All capitalized
terms not otherwise defined herein, shall have the meanings ascribed thereto in
the Warrant Agreement.

    


    The
__________________ purchased pursuant to the exercise of this Warrant will be
mailed by certified mail return receipt requested to the person specified in the
Exercise Form annexed hereto at its address specified therein or, if so
specified in the Exercise Form, delivered   to such person or its
agent at the principal office of the Agent in ______________ on the Exercise
Date.

    If
__________________ are purchased in an aggregate amount which is less than the
total amount of _____________________ that can be purchased pursuant to this
Warrant, the Warrantholder hereof will be entitled to receive without charge a
new Warrant in respect of the balance of the amounts of __________________ which
the Registered Owner hereof was entitled to purchase under the surrendered
Warrant and which were not then purchased.

    


    On
presentation at the principal office of the Agent in ______________ subject to
the provisions of the Warrant Agreement, one or more Warrants may be exchanged
for one or more Warrants entitling the Warrantholder to purchase an equal
aggregate amount of __________________ as may be purchased under the Warrant or
Warrants so exchanged. Nothing contained in this Warrant, the Warrant Agreement
or elsewhere shall be construed as conferring upon the Warrantholder hereof any
right or interest whatsoever as an owner of __________________ or any other
right or interest in respect thereof except as herein and in the Warrant
Agreement expressly provided.

    


    This
Warrant is registered on the books of the Company and is transferable only in
accordance with the provisions of the Warrant Agreement by surrender thereof at
the principal office of the Agent duly endorsed or accompanied by a written
instrument of transfer duly executed by the Registered Owner of this Warrant or
its attorney duly authorized in writing all in accordance with the terms and
provisions of the Warrant Agreement.


    
      
         


      

      
         


         


      

      
         


      

    


    


    This
Warrant and the Warrant Agreement are governed by and construed in accordance
with the laws of the State of Delaware, without regard to principles of
conflicts of law.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 


    
      
         


      

      
        2

         


      

      
         


      

    


    The
Company has caused this Warrant to be duly executed as of _________________,
20__.

    


    FIRST
FINANCIAL HOLDINGS, INC.

    


    


    


    By:______________________

    Name:____________________

    Title:___________________

    


    


    Certificate
of Authentication

    


    This is
one of the Warrants described in the within-mentioned Warrant
Agreement

    


    ______________________,
as Agent

    


    


    By______________________________________

      Authorized
Officer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        3

         


      

      
         


      

    


    ANNEX I -
NOTICE OF INTENT TO EXERCISE

    


    


    TO:

    


    


    


    The
undersigned Warrantholder of _____ Warrants evidenced by Warrant Number______
(the “Warrant”) hereby notifies you pursuant to Section 4.1 of the Warrant
Agreement dated as of _______, 20__ (the “Warrant Agreement”) between First
Financial Holdings, Inc., a Delaware corporation (the “Company”), and
[__________, the undersigned], of the undersigned’s intention to exercise
_______ of such Warrants on ____________, 20__) (the “Exercise Date”) to
purchase ________________ in aggregate amount of the Company's
__________________ from and after [___________, _____].

    


    The
Warrant with the Exercise Form duly completed shall be delivered to the Agent at
its principal office in ________________, ________. Payment of the purchase
price of the __________________ shall be made in immediately available at the
principal office of the Agent on the Exercise Date. The undersigned shall direct
such __________________ be registered and delivered in the name(s) and the
amount(s) set forth opposite the undersigned's name on Annex II to the
Warrant.

    


    DATED
this _____ day of ____________, ____.

    


    


    [NAME OF
WARRANTHOLDER]

    


    


    


    By__________________________

    



    
      
         


      

      
         


         


      

      
         


      

    


    ANNEX II
- EXERCISE FORM

    


    


    TO:

    


    


    


    The
undersigned Warrantholder of ______ Warrants evidenced by the Warrant attached
hereto hereby exercises on _____________, 20__ (the “Exercise Date”) Warrants to
purchase ____________ of First Financial Holdings, Inc., a Delaware corporation,
and agrees to transfer on the Exercise Date in  funds immediately
available to the Agent (at [account]) such purchase price and in accordance with
the terms and conditions of the Warrant Agreement dated as of ____________, 20__
(the “Warrant Agreement”) between First Financial Holdings, Inc. and
[____________________], as Agent. The undersigned hereby irrevocably directs
that such __________________ be registered and delivered in accordance with the
directions set forth herein.

    


    The
undersigned acknowledges that all taxes or other governmental charges payable
upon the registration and delivery of such __________________ (other than in
connection with each original issue and sale of the __________________),
including any transfer taxes payable if the __________________ are to be
registered in the name of a person or persons other than the undersigned
Warrantholder, must be paid by the undersigned.

    


    DATED
this _________ day of _____________, __.

    


    [NAME OF
WARRANTHOLDER]

    


    


    


    By__________________________________

    


    Please
check box if __________________ are to be delivered at the offices of _________
on the Exercise Date, failing which the __________________ will be mailed by
certified mail return receipt requested.

    


    Unless
the foregoing box is checked, the __________________ shall be delivered to the
Warrantholder at its address set forth in the Register.