Exhibit 4.20


 


FORM OF DEPOSIT AGREEMENT


 


This DEPOSIT
AGREEMENT (“Deposit Agreement”) is made and entered into as of
      , 2009, by and among SCBT Financial
Corporation, a South Carolina corporation, [Wilmington Trust Company, a
Delaware banking corporation], and all holders from time to time of Receipts
(as hereinafter defined) issued hereunder.


 


WITNESSETH:


 


WHEREAS, it is
desired to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of        shares of Preferred Stock (as
hereinafter defined) with the Depositary (as hereinafter defined) for the
purposes set forth in this Deposit Agreement and for the issuance hereunder of
the Receipts evidencing Depositary Shares (as hereinafter defined), on the date
hereof representing a fractional interest in the deposited Preferred Stock; and


 


WHEREAS, the
Receipts are to be substantially in the form as set forth in Exhibit A
annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Deposit Agreement;


 


NOW,
THEREFORE, in consideration of the premises contained herein, it is agreed by
and among the parties hereto as follows:


 


ARTICLE I


DEFINITIONS


 


The following
definitions shall apply to the respective terms (in the singular and plural
forms of such terms) used in this Deposit Agreement and the Receipts:


 


“Articles
of Incorporation” shall mean the Articles of Incorporation of the Company,
as amended and supplemented from time to time.


 


“Articles
of Amendment” shall mean the Articles of Amendment filed by the Company
with the Secretary of State of the State of South Carolina designating
       shares of preferred stock of the Company
as Preferred Stock.


 


“Company”
shall mean SCBT Financial Corporation, a South Carolina corporation, and its
successors.


 


“Corporate
Office” shall mean the corporate office of the Depositary at which at any
particular time its business in respect of matters governed by this Deposit
Agreement shall be administered, which at the date of this Deposit Agreement is
located at [Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890].


 


“Depositary”
shall mean [Wilmington Trust Company, a Delaware banking corporation], and any
successor as depositary hereunder.


 

















 


“Depositary
Share” shall mean a 1/       fractional
interest of a share of Preferred Stock deposited with the Depositary hereunder
and the same proportionate interest in any and all other property received by
the Depositary in respect of such share of Preferred Stock and held under this
Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject
to the terms of this Deposit Agreement, each owner of a Depositary Share is
entitled, proportionately, to all the rights, preferences and privileges of the
Preferred Stock represented by such Depositary Share, including the dividend
and distribution, voting, redemption, conversion and liquidation rights
contained in the Articles of Amendment.


 


“Exchange
Event” shall mean with respect to any Global Registered Receipt:


 


(1) (A) the
Global Receipt Depository which is the holder of such Global Registered Receipt
or Receipts notifies the Company that it is no longer willing or able to
properly discharge its responsibilities under any Letter of Representations or
that it is no longer eligible or in good standing under the Securities Exchange
Act of 1934, as amended, and (B) the Company has not appointed a qualified
successor Global Receipt Depository within ninety (90) calendar days after the
Company received such notice, or


 


(2) the Company
in its sole discretion notifies the Depositary in writing that the Receipts or
portion thereof issued or issuable in the form of one or more Global Registered
Receipts shall no longer be represented by such Global Receipt or Receipts.


 


“Global Receipt
Depository” shall mean, with respect to any Receipt issued hereunder, The
Depository Trust Company (“DTC”) or such other entity designated as Global
Receipt Depository by the Company in or pursuant to this Deposit Agreement,
which Person must be, to the extent required by any applicable law or
regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended.


 


“Global
Registered Receipts” shall mean a global registered Receipt registered in
the name of a nominee of DTC.


 


“Letter of
Representations” shall mean any applicable agreement among the Company, the
Depositary and a Global Receipt Depository with respect to such Global Receipt
Depository’s rights and obligations with respect to any Global Registered
Receipts, as the same may be amended, supplemented, restated or otherwise
modified from time to time and any successor agreement thereto.


 


“Preferred
Stock” shall mean shares of the Company’s [description of preferred stock].


 


“Receipt”
shall mean a Depositary Receipt issued hereunder to evidence one or more
Depositary Shares, whether in definitive or temporary form, substantially in
the form as set forth in Exhibit A hereto.


 


“record
date” shall mean the date fixed pursuant to Section 4.04.


 


“record
holder” or “holder” as applied to a Receipt shall mean the person in
whose name a Receipt is registered on the books maintained by the Depositary
for such purpose.


 

















 


“redemption
date” shall mean the date fixed for redemption of Preferred Stock and
Depositary Shares contemplated in Section 2.03.


 


“Registrar”
shall mean [Wilmington Trust Company], or any bank or trust company appointed
to register ownership and transfers of Receipts or the deposited Preferred
Stock, as the case may be, as herein provided.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Signature
Guarantee” shall have the meaning as set forth in Section 2.04.


 


“Special
Damages” shall have the meaning as set forth in Section 5.07.


 


“Transfer
Agent” shall mean [Wilmington Trust Company], or any bank or trust company
appointed to transfer the Receipts or the deposited Preferred Stock, as the
case may be, as herein provided.


 


ARTICLE II


FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS


 


SECTION 2.01.   Form and
Transferability of Receipts. Definitive Receipts shall be
engraved or printed or lithographed with steel-engraved borders and underlying
tint and shall be substantially in the form as set forth in Exhibit A
annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the Company, delivered in
compliance with Section 2.02, shall execute and deliver temporary Receipts
which may be printed, lithographed, typewritten, mimeographed or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced
by their execution of such Receipts. If temporary Receipts are issued, the
Company and the Depositary will cause definitive Receipts to be prepared
without unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be exchangeable for definitive Receipts upon surrender
of the temporary Receipts at the Corporate Office or such other offices, if
any, as the Depositary may designate, without charge to the holder. Upon
surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the surrendered
temporary Receipt or Receipts. Such exchange shall be made at the Company’s
expense and without any charge therefor. Until so exchanged, the temporary
Receipts shall in all respects be entitled to the same benefits under this
Deposit Agreement, and with respect to the Preferred Stock deposited, as
definitive Receipts.


 


Receipts shall
be executed by the Depositary by the manual or facsimile signature of a duly
authorized signatory of the Depositary, provided that if a Registrar (other
than the Depositary) shall have been appointed then such Receipts shall also be
countersigned by manual signature of a duly authorized signatory of such
Registrar. No Receipt shall be entitled to any benefits under this Deposit
Agreement or be valid or obligatory for any purpose unless it shall have been
executed as provided in the preceding sentence. The Depositary shall record on
its books each Receipt executed as provided above and delivered as hereinafter
provided.


 

















 


Except as the
Depositary may otherwise determine, Receipts shall be in denominations of any
number of whole Depositary Shares. All Receipts shall be dated the date of
their issuance.


 


Receipts may
be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit
Agreement as may be required by the Company or required to comply with any
applicable law or regulation or with the rules and regulations of any
securities exchange or interdealer quotation system upon which the Preferred
Stock, the Depositary Shares or the Receipts may be listed or quoted or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject, in
each case, as directed by the Company.


 


Title to any
Receipt (and to the Depositary Shares evidenced by such Receipt) that is
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement shall be transferable by delivery with the same effect as in the
case of a negotiable instrument; provided, however, that until a Receipt shall
be transferred on the books of the Registrar, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder thereof at
such time as the absolute owner thereof for the purpose of determining the
person entitled to dividends or other distributions, the exercise of any
redemption or voting rights or to any notice provided for in this Deposit
Agreement and for all other purposes.


 


The Receipts
may be issued in the form of one or more Global Registered Receipts, in which
case, the Depositary shall, in accordance with the other provisions of this
Deposit Agreement, execute and deliver one or more Global Registered Receipts
evidencing the Receipts, which (i) shall represent the aggregate number of
Depositary Shares to be represented by such Receipts, (ii) shall be
registered in the name of the Global Receipt Depository therefor or its
nominee.


 


Notwithstanding
any other provision of this Deposit Agreement to the contrary, unless otherwise
provided in the Global Registered Receipt, a Global Registered Receipt may only
be transferred in whole and only by the applicable Global Receipt Depository
for such Global Registered Receipt to a nominee of such Global Receipt
Depository, or by a nominee of such Global Receipt Depository to such Global
Receipt Depository or another nominee of such Global Receipt Depository, or by
such Global Receipt Depository or any such nominee to a successor Global
Receipt Depository for such Global Registered Receipt selected or approved by
the Company or to a nominee of such successor Global Receipt Depository.  Except as provided below, owners solely of
beneficial interests in a Global Registered Receipt shall not be entitled to
receive physical delivery of the Receipts represented by such Global Registered
Receipt.  Neither any such beneficial
owner nor any direct or indirect participant of a Global Receipt Depository
shall have any rights under this Deposit Agreement with respect to any Global
Registered Receipt held on their behalf by a Global Receipt Depository and such
Global Receipt Depository may be treated by the Company, the Depositary and any
director, officer, employee or agent of the Company or the Depositary as the
holder of such Global Registered Receipt for all purposes whatsoever.  Unless and until definitive Receipts are
delivered to the owners of the beneficial interests in a Global Registered
Receipt, (1) the applicable Global Receipt Depository will make book-entry
transfers among its participants and receive and transmit all payments and
distributions in respect of the Global Registered Receipts to such
participants, in each case, in accordance with its applicable procedures and
arrangements, and (2) whenever any notice, payment or other communication
to the holders of Global Registered Receipts is required under this Deposit 


 

















 


Agreement, the Company and the
Depositary shall give all such notices, payments and communications specified
herein to be given to such holders to the applicable Global Receipt Depository.


 


If an Exchange
Event has occurred with respect to any Global Registered Receipt, then, in any
such event, the Depositary shall, upon receipt of a written order from the
Company for the execution and delivery of individual definitive registered
Receipts in exchange for such Global Registered Receipt, shall execute and
deliver, individual definitive registered Receipts, in authorized denominations
and of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Registered Receipt in exchange for such Global
Registered Receipt.


 


Definitive
registered Receipts issued in exchange for a Global Registered Receipt pursuant
to this Section shall be registered in such names and in such authorized
denominations as the Global Receipt Depository for such Global Registered
Receipt, pursuant to instructions from its participants, shall instruct the
Depositary in writing. The Depositary shall deliver such Receipts to the
persons in whose names such Receipts are so registered.


 


Notwithstanding
anything to the contrary in this Deposit Agreement, should the Company
determine that the Receipts should be issued as a Global Registered Receipt,
the parties hereto shall comply with the terms of each Letter of
Representations.


 


SECTION 2.02.   Deposit of Preferred
Stock; Execution and Delivery of Receipts in Respect Thereof.
Concurrently with the execution of this Deposit Agreement, the Company is
delivering to the Depositary a certificate or certificates, registered in the
name of the Depositary and evidencing       
shares of Preferred Stock, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with (i) all such certifications
as may be required by the Depositary in accordance with the provisions of this
Deposit Agreement and (ii) a written letter of instruction of the Company
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons stated in such order a Receipt or Receipts for the
Depositary Shares representing such deposited Preferred Stock. The Depositary
acknowledges receipt of the deposited Preferred Stock and related documentation
and agrees to hold such deposited Preferred Stock in an account to be
established by the Depositary at the Corporate Office or at such other office
as the Depositary shall determine. The Company hereby appoints the Depositary
as the Registrar and Transfer Agent for the Preferred Stock deposited hereunder
and the Depositary hereby accepts such appointment and, as such, will reflect
changes in the number of shares (including any fractional shares) of deposited
Preferred Stock held by it by notation, book-entry or other appropriate method.
The Depositary also acknowledges that the Company may deposit additional shares
of Preferred Stock from time to time after the date hereof.


 


If required by
the Depositary, Preferred Stock presented for deposit by the Company at any
time, whether or not the register of stockholders of the Company is closed,
shall also be accompanied by an agreement or assignment, or other instrument
satisfactory to the Depositary, that will provide for the prompt transfer to
the Depositary or its nominee of any distribution or right to subscribe for
additional Preferred Stock or to receive other property that any person in
whose name the Preferred Stock is or has been registered may thereafter receive
upon or in respect of such deposited Preferred Stock, or in lieu thereof such
agreement of indemnity or other agreement as shall be satisfactory to the
Depositary.


 

















 


Upon receipt
by the Depositary of a certificate or certificates for Preferred Stock
deposited hereunder, together with the other documents specified above, and
upon registering such Preferred Stock in the name of the Depositary, the
Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver to, or upon the order of, the person or persons named
in the written order delivered to the Depositary referred to in the first
paragraph of this Section 2.02 a Receipt or Receipts for the number of
whole Depositary Shares representing the Preferred Stock so deposited and
registered in such name or names as may be requested by such person or persons.
The Depositary shall execute and deliver such Receipt or Receipts at the
Corporate Office, except that, at the request, risk and expense of any person
requesting such delivery, such delivery may be made at such other place as may
be designated by such person.


 


Other than in
the case of splits, combinations or other reclassifications affecting the
Preferred Stock, or in the case of distributions of Preferred Stock, if any,
there shall be deposited hereunder not more than the number of shares
constituting the Preferred Stock as set forth in the Articles of Amendment, as
such may be amended.


 


The Company
shall deliver to the Depositary from time to time such quantities of Receipts
as the Depositary may request to enable the Depositary to perform its
obligations under this Deposit Agreement.


 


SECTION 2.03.   Optional Redemption of
Preferred Stock for Cash. Whenever the Company shall elect to
redeem shares of deposited Preferred Stock for cash in accordance with the
provisions of the Articles of Amendment, it shall (unless otherwise agreed in
writing with the Depositary) give the Depositary not less than 30 days’ prior
written notice of the date of such proposed redemption and of the number of
such shares of Preferred Stock held by the Depositary to be redeemed and the
applicable redemption price, as set forth in the Articles of Amendment,
including the amount, if any, of accrued and unpaid dividends thereon to and
including the date fixed for redemption. The Depositary shall mail, first-class
postage prepaid, notice of the redemption of Preferred Stock and the proposed
simultaneous redemption of the Depositary Shares representing the Preferred
Stock to be redeemed, not less than 30 nor more than 60 days prior to the date
fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption
date”), to the record holders of the Receipts evidencing the Depositary Shares
to be so redeemed, at the addresses of such holders as the same appear on the
records of the Depositary; provided that if the Depositary Shares are held in
the form of Global Registered Receipts through the Global Receipt Depositary,
the Company may provide such notice of redemption in any manner permitted by
such Global Receipt Depositary. No failure to give such notice or any defect
thereto or in the mailing thereof shall affect the sufficiency of notice or
validity of the proceedings for redemption except as to a holder to whom notice
was defective or not given. A redemption notice which has been mailed in the
manner provided herein shall be conclusively presumed to have been duly given
on the date mailed whether or not the holder received the redemption notice.
The Company shall provide the Depositary with such notice, and each such notice
shall state: the redemption date; the redemption price and accrued and unpaid
dividends payable on the redemption date; the number of shares of deposited
Preferred Stock and Depositary Shares to be redeemed; if fewer than all the
Depositary Shares held by any holder are to be redeemed, the number of such
Depositary Shares held by such holder to be so redeemed; the place or places
where Receipts evidencing the Depositary Shares to be redeemed are to be
surrendered for payment of the redemption price and accrued and unpaid
dividends payable on the redemption date; and that from and after the
redemption date dividends in respect of the Preferred Stock represented by the
Depositary Shares to be 


 

















 


redeemed will cease to accrue.
If fewer than all of the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may
be practicable without creating fractional Depositary Shares) or by any other
equitable method determined by the Company.


 


In the event
that notice of redemption has been made as described in the immediately
preceding paragraph and the Company shall then have paid or caused to be paid
in full to the Depositary the redemption price (determined pursuant to the
Articles of Amendment) of the Preferred Stock deposited with the Depositary to
be redeemed (including any accrued and unpaid dividends to and including the
redemption date), the Depositary shall redeem the number of Depositary Shares
representing such Preferred Stock so called for redemption by the Company and
from and after the redemption date (unless the Company shall have failed to pay
for the shares of Preferred Stock to be redeemed by it as set forth in the
Company’s notice provided for in the preceding paragraph), all dividends in respect
of the shares of Preferred Stock called for redemption shall cease to accrue,
the Depositary Shares called for redemption shall be deemed no longer to be
outstanding and all rights of the holders of Receipts evidencing such
Depositary Shares (except the right to receive the redemption price plus all
accrued and unpaid dividends to and including the redemption date) shall, to
the extent of such Depositary Shares, cease and terminate. Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares
(properly endorsed or assigned for transfer, if the Depositary or applicable
law shall so require), such Depositary Shares shall be redeemed at a redemption
price of $  per Depositary Share plus all
accrued and unpaid dividends to and including the redemption date. The
foregoing shall be further subject to the terms and conditions of the Articles
of Amendment. In the event of any conflict between the provisions of this
Deposit Agreement and the provisions of the Articles of Amendment, the
provisions of the Articles of Amendment will govern and the Company will
instruct the Depositary accordingly.


 


If fewer than
all of the Depositary Shares evidenced by a Receipt are called for redemption,
the Depositary will deliver to the holder of such Receipt upon its surrender to
the Depositary, together with payment of the redemption price for and all other
amounts payable in respect of the Depositary Shares called for redemption, a
new Receipt evidencing such holder’s Depositary Shares evidenced by such prior
Receipt that are not called for redemption.


 


The Company
acknowledges that the bank accounts maintained by the Depositary in connection
with the performance of the services described herein will be in the name of
the Depositary and that the Depositary may receive investment earnings in
connection with the investment at the Depositary’s risk and for its benefit of
funds held in those accounts from time to time.


 


SECTION 2.04.   Registration of Transfers
of Receipts. The Company hereby appoints the Depositary as the
Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts
such appointment and, as such, the Depositary shall register on its books from
time to time transfers of Receipts upon any surrender thereof by the holder in
person or by a duly authorized attorney, agent or representative, properly
endorsed or accompanied by a properly executed instrument of transfer or
endorsement and including a guarantee of the signature thereon by a participant
in a signature guarantee medallion program approved by the Securities Transfer
Association (a “Signature Guarantee”), together with evidence of the payment of
any transfer taxes as may be required by applicable law. Upon such surrender,
the Depositary shall execute a new Receipt or Receipts and 


 

















 


deliver the same to or upon the
order of the person entitled thereto evidencing the same aggregate number of
Depositary Shares evidenced by the Receipt or Receipts surrendered.


 


SECTION 2.05.   Combinations and Split-ups
of Receipts. Upon surrender of a Receipt or Receipts at the
Corporate Office or such other office as the Depositary may designate for the
purpose of effecting a split up or combination of Receipts, subject to the
terms and conditions of this Deposit Agreement, the Depositary shall execute
and deliver a new Receipt or Receipts in the authorized denominations requested
evidencing the same aggregate number of Depositary Shares evidenced by the
Receipt or Receipts surrendered.


 


SECTION 2.06.   Surrender of Receipts and
Withdrawal of Preferred Stock. Any holder of a Receipt or
Receipts may withdraw any or all of the whole shares of deposited Preferred
Stock represented by the Depositary Shares evidenced by such Receipt or
Receipts and all money and other property, if any, represented by such
Depositary Shares by surrendering such Receipt or Receipts at the Corporate
Office or at such other office as the Depositary may designate for such
withdrawals. Fractional shares of Preferred Stock may not be withdrawn by any
holder. After such surrender, without unreasonable delay, the Depositary shall
deliver to such holder, or to the person or persons designated by such holder
as hereinafter provided, the number of whole shares of such Preferred Stock and
all such money and other property, if any, represented by the Depositary Shares
evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders
of such whole shares of Preferred Stock will not thereafter be entitled to
deposit such Preferred Stock hereunder or to receive Depositary Shares
therefor. If the Receipt or Receipts delivered by the holder to the Depositary
in connection with such withdrawal shall evidence a number of Depositary Shares
in excess of the number of Depositary Shares representing the number of whole shares
of deposited Preferred Stock to be withdrawn, the Depositary shall at the same
time, in addition to such number of whole shares of Preferred Stock and such
money and other property, if any, to be withdrawn, deliver to such holder, or
(subject to Section 2.04) upon his order, a new Receipt or Receipts
evidencing such excess number of Depositary Shares. Delivery of such Preferred
Stock and such money and other property being withdrawn may be made by the
delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate, which, if required by the Depositary, shall be
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement.


 


If the
deposited Preferred Stock and the money and other property being withdrawn are
to be delivered to a person or persons other than the record holder of the
Receipt or Receipts being surrendered for withdrawal of Preferred Stock, such
holder shall execute and deliver to the Depositary a written order so directing
the Depositary and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such whole shares of Preferred
Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer or endorsement in blank with a Signature Guarantee.


 


The Depositary
shall deliver the whole shares of deposited Preferred Stock and the money and
other property, if any, represented by the Depositary Shares evidenced by
Receipts surrendered for withdrawal at the Corporate Office, except that, at
the request, risk and expense of the holder surrendering such Receipt or
Receipts and for the account of the holder thereof, such delivery may be made
at such other place as may be designated by such holder.


 














 


SECTION 2.07.   Limitations on Execution and Delivery, Transfer,
Split-up, Combination. As a condition precedent to the execution
and delivery, transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary or the Company may require any or all of the following:
(i) payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any tax or other governmental charge with respect
thereto (including any such tax or charge with respect to the Preferred Stock
being withdrawn); (ii) the production of proof satisfactory to it as to
the identity and genuineness of any signature (or the authority of any
signature), including a Signature Guarantee; and (iii) compliance with
such regulations, if any, as the Depositary or the Company may establish
consistent with the provisions of this Deposit Agreement and as may be required
by any securities exchange upon which the deposited Preferred Stock, the Depositary
Shares or the Receipts may be included for quotation or listed.


 


The transfer
of Receipts may be refused, and the transfer, split-up, combination, surrender,
exchange or redemption of outstanding Receipts may be suspended (i) during
any period when the register of stockholders of the Company is closed or (ii) if
any such action is deemed reasonably necessary or advisable by the Depositary
or the Company at any time or from time to time because of any requirement of
applicable law or of any government or governmental body or commission, or
under any provision of this Deposit Agreement.


 


SECTION 2.08.   Lost Receipts, etc. In case any
Receipt shall be mutilated or destroyed or lost or stolen, the Depositary in
its discretion may execute and deliver a Receipt of like form and tenor in
exchange and substitution for such mutilated Receipt or in lieu of and in
substitution for such destroyed, lost or stolen Receipt, provided that the
holder thereof provides the Depositary with (i) evidence reasonably
satisfactory to the Depositary of such destruction, loss or theft of such
Receipt, of the authenticity thereof and of his ownership thereof and (ii) reasonable
indemnification and the provision of an open penalty surety bond, in each case,
satisfactory to the Depositary and the Company and holding the Depositary and
the Company harmless.


 


SECTION 2.09.   Cancellation and Destruction of Surrendered
Receipts. All Receipts surrendered to the Depositary shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so cancelled.


 


ARTICLE III


CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY


 


SECTION 3.01.   Filing Proofs,
Certificates and Other Information. Any holder of a Receipt may
be required from time to time to file such proof of residence or other
information and to execute such certificates as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may
withhold or delay the delivery of any Receipt, the transfer, redemption or
exchange of any Receipt, the withdrawal of the deposited Preferred Stock
represented by the Depositary Shares evidenced by any Receipt, the distribution
of any distribution or the sale of any rights or of the proceeds thereof, until
such proof or other information is filed or such certificates are executed.


 


SECTION 3.02.   Payment of Fees and
Expenses. Holders of Receipts shall be obligated to make
payments to the Depositary of certain fees and expenses, as provided in Section 5.08,
or provide evidence reasonably satisfactory to the Depositary that such fees
and expenses have been paid. Until


 

















 


such payment is made, transfer
of any Receipt or any withdrawal of the Preferred Stock or money or other
property, if any, represented by the Depositary Shares evidenced by such
Receipt may be refused, any distribution may be withheld, and any part or all
of the Preferred Stock or other property represented by the Depositary Shares
evidenced by such Receipt may be sold for the account of the holder thereof
(after attempting by reasonable means to notify such holder a reasonable number
of days prior to such sale). Any distribution so withheld and the proceeds of
any such sale may be applied to any payment of such fees or expenses, the
holder of such Receipt remaining liable for any deficiency.


 


SECTION 3.03.   Representations and
Warranties as to Preferred Stock. In the case of the initial
deposit of the Preferred Stock hereunder, the Company shall be deemed thereby
to represent and warrant that the Preferred Stock and each certificate therefor
are valid and that such deposit has been duly authorized. The Company hereby
further represents and warrants that such Preferred Stock is validly issued,
fully paid and non-assessable. Such representations and warranties shall
survive the deposit of the Preferred Stock and the issuance of Receipts.


 


SECTION 3.04.   Representation and
Warranty as to Receipts and Depositary Shares. The Company
hereby represents and warrants that the Receipts, when issued, will evidence
legal and valid interests in the Depositary Shares and each Depositary Share
will represent a legal and valid fractional interest in a share of deposited
Preferred Stock represented by such Depositary Share. Such representation and
warranty shall survive the deposit of the Preferred Stock and the issuance of
Receipts evidencing the Depositary Shares.


 


ARTICLE IV


THE PREFERRED STOCK; NOTICES


 


SECTION 4.01.   Dividends and Other Cash
Distributions. Whenever the Depositary shall receive any
dividend or other cash distributions on the deposited Preferred Stock,
including any cash received upon redemption of any shares of Preferred Stock
pursuant to Section 2.03, the Depositary shall, subject to Section 3.02,
distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04
such amounts of such sum as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that, in case the Company or the Depositary shall
be required by law to withhold and shall withhold from any cash distribution in
respect of the Preferred Stock an amount on account of taxes or as otherwise
required by law, regulation or court process, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for
distribution, as the case may be, only such amount, however, as can be distributed
without attributing to any holder of Receipts a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution to record holders of Receipts
then outstanding.


 


SECTION 4.02.   Distributions Other Than
Cash. Whenever the Depositary shall receive any distribution
other than cash on the deposited Preferred Stock, the Depositary shall, subject
to Section 3.02, distribute to record holders of Receipts on the record
date fixed pursuant to Section 4.04 such amounts of the securities or
other property received by it as are, as nearly as practicable, in proportion
to the respective numbers of Depositary Shares evidenced by the Receipts held
by such holders, in any manner that the Depositary and the Company may deem
equitable and practicable for accomplishing


 

















 


such distribution. If in the
opinion of the Depositary after consultation with the Company, such
distribution cannot be made proportionately among such record holders, or if
for any other reason (including any requirement that the Company or the
Depositary withhold an amount on account of taxes) the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or other
property thus received, or any part thereof, at such place or places and upon
such terms as the Depositary may deem proper. The net proceeds of any such sale
shall, subject to Section 3.02, be distributed or made available for
distribution, as the case may be, by the Depositary to record holders of
Receipts as provided by Section 4.01 in the case of a distribution
received in cash. The Depositary shall not be obligated hereunder to make any
distribution of such securities to the holders of Receipts unless the Company
shall have provided to the Depositary, upon request of the Depositary, an
opinion of counsel stating that such securities have been registered under the
Securities Act or do not need to be registered thereunder in order to be freely
transferable.


 


SECTION 4.03.
  Subscription
Rights, Preferences or Privileges. If the Company shall at any
time offer or cause to be offered with respect to the deposited Preferred Stock
any rights, preferences or privileges to subscribe for or to purchase any
securities or any rights, preferences or privileges of any other nature, the
offering of such rights, preferences or privileges shall in each such instance
be communicated to the Depositary and thereafter made available by the Depositary
to the record holders of Receipts in such manner as the Company shall instruct
(including by the issue to such record holders of warrants representing such
rights, preferences or privileges); provided, however, that (a) if at the
time of issue or offer of any such rights, preferences or privileges the
Company determines upon advice of its legal counsel that it is not lawful or
feasible to make such rights, preferences or privileges available to the
holders of Receipts (by the issue of warrants or otherwise) or (b) if and
to the extent instructed by holders of Receipts who do not desire to exercise
such rights, preferences or privileges, the Depositary shall then, if so
instructed by the Company, and if applicable laws or the terms of such rights,
preferences or privileges so permit, sell such rights, preferences or
privileges of such holders at public or private sale, at such place or places
and upon such terms as it may deem proper. The net proceeds of any such sale
shall, subject to Section 3.01 and Section 3.02, be distributed by
the Depositary to the record holders of Receipts entitled thereto as provided
by Section 4.01 in the case of a distribution received in cash. The
Depositary shall not be obligated hereunder to make any distribution of such rights,
preferences or privileges, unless the Company shall have provided to the
Depositary, upon request of the Depositary, an opinion of counsel stating that
such rights, preferences or privileges have been registered under the
Securities Act or do not need to be registered thereunder in order to be freely
transferable.


 


SECTION 4.04.   Notice of Distributions;
Fixing of Record Date for Holders of Receipts. Whenever any
dividend or other cash distributions shall become payable, any distribution
other than cash shall be made, or any rights, preferences or privileges shall
at any time be offered, with respect to the deposited Preferred Stock, or
whenever the Depositary shall receive notice of (i) any meeting at which
holders of such Preferred Stock are entitled to vote or of which holders of
such Preferred Stock are entitled to notice or (ii) any election on the
part of the Company to redeem any shares of such Preferred Stock, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date, if any, fixed by the Company with respect to the
Preferred Stock) for the determination of the holders of Receipts (a) who
shall be entitled to receive such dividend, distribution, rights, preferences
or privileges or the net proceeds of the sale thereof, (b) who shall be
entitled to give 


 

















 


instructions for the exercise
of voting rights at any such meeting or to receive notice of such meeting or (c) whose
Depositary Shares are to be so redeemed.


 


SECTION 4.05.
  Voting
Rights. Upon receipt of notice of any meeting at which the
holders of deposited Preferred Stock are entitled to vote, the Depositary
shall, as soon as practicable thereafter, mail to the record holders of
Receipts a notice, which shall be provided by the Company and which shall
contain (i) such information as is contained in such notice of meeting, (ii) a
statement that the holders of Receipts at the close of business on a specified
record date fixed pursuant to Section 4.04 will be entitled, subject to
any applicable provision of law, to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Preferred Stock represented by
their respective Depositary Shares and (iii) a brief statement as to the
manner in which such instructions may be given. Upon the written request of a
holder of a Receipt on such record date, the Depositary shall vote or cause to
be voted the amount of Preferred Stock represented by the Depositary Shares
evidenced by such Receipt in accordance with the instructions set forth in such
request. To the extent any such instructions request the voting of a fractional
interest of a share of deposited Preferred Stock, the Depositary shall
aggregate such interest with all other fractional interests resulting from
requests with the same voting instructions and shall vote the number of whole
votes resulting from such aggregation in accordance with the instructions
received in such requests. The Company hereby agrees to take all reasonable
action that may be reasonably deemed necessary by the Depositary in order to
enable the Depositary to vote such Preferred Stock or cause such Preferred
Stock to be voted. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting to the extent of the Preferred
Stock represented by the Depositary Shares evidenced by such Receipt. The
Depositary shall not be required or allowed to exercise discretion in voting
any Preferred Stock represented by the Depositary Shares evidenced by such
Receipt.


 


SECTION 4.06.
  Changes
Affecting Preferred Stock; Reclassifications, Recapitalizations, etc.
Upon any change in par or stated value, split-up, combination or any other
reclassification of Preferred Stock, or upon any recapitalization,
reorganization, merger, amalgamation or consolidation affecting the Company or
to which the Company is a party, or upon the sale of all or substantially all
of the Company’s assets, the Depositary shall, upon the instructions of the
Company, (i) make such adjustments in (a) the fraction of an interest
represented by one Depositary Share in one share of Preferred Stock and (b) the
ratio of the redemption price per Depositary Share to the redemption price of a
share of Preferred Stock, in each case as may be required by or as is consistent
with the provisions of the Articles of Amendment to fully reflect the effects
of such change in liquidation preference, split-up, combination or other
reclassification of stock, or of such recapitalization, reorganization, merger,
amalgamation, consolidation, or of such sale and (ii) treat any shares of
stock or other securities or property (including cash) that shall be received
by the Depositary in exchange for or upon conversion of or in respect of the
Preferred Stock as new deposited property under this Deposit Agreement, and
Receipts then outstanding shall thenceforth represent the proportionate
interests of holders thereof in the new deposited property so received in
exchange for or upon conversion of or in respect of such Preferred Stock. In
any such case the Depositary may, in its discretion, with the approval of the
Company, execute and deliver additional Receipts, or may call for the surrender
of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited property. Anything to the contrary herein
notwithstanding, holders of Receipts shall have the right from and after the
effective date of any such change in par or stated value, split-up, combination
or other reclassification of the Preferred Stock, or any such recapitalization,
reorganization, merger, amalgamation or consolidation, or any such sale of
substantially all the assets of the Company to 


 

















 


surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Preferred
Stock represented thereby only into or for, as the case may be, the kind and
amount of shares of stock and other securities and property and cash into which
the deposited Preferred Stock evidenced by such Receipts might have been
converted or for which such Preferred Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction,
subject to any subsequent change in par or stated value, split-up, combination
or other reclassification or any subsequent recapitalization, reorganization,
merger, amalgamation or consolidation or sale of substantially all the assets.
The Company shall cause effective provision to be made in the charter of the
resulting or surviving corporation (if other than the Company) for protection
of such rights as may be applicable upon exchange of the deposited Preferred
Stock for securities or property or cash of the surviving corporation in
connection with the transactions set forth above. The Company shall cause any
such surviving corporation (if other than the Company) expressly to assume the
obligations of the Company hereunder.


 


SECTION 4.07.
  Inspection
of Reports. The Depositary shall make available for inspection
by holders of Receipts at the Corporate Office and at such other places as the
Depositary may from time to time deem advisable during normal business hours
any reports and communications received from the Company that are both received
by the Depositary as the holder of the deposited Preferred Stock and made
generally available to the holders of the Preferred Stock. In addition, the
Depositary shall transmit certain notices and reports to the holders of
Receipts as provided in Section 5.05.


 


SECTION 4.08.
  Lists of
Receipt Holders. Promptly upon reasonable request from time to
time by the Company, the Depositary shall furnish to the Company a list, as of
a recent date specified by the Company, of the names, addresses and holdings of
Depositary Shares of all persons in whose names Receipts are registered on the
books of the Depositary.


 


SECTION 4.09.
  Withholding.
Notwithstanding any other provision of this Deposit Agreement to the contrary,
in the event that the Depositary determines that any distribution in property
is subject to any tax which the Depositary is obligated by applicable law to
withhold, the Depositary may dispose of all or a portion of such property in
such amounts and in such manner as the Depositary reasonably deems necessary
and practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the holders of Receipts entitled
thereto in proportion to the number of Depositary Shares held by them,
respectively; provided, however, that in the event the Depositary determines
that such distribution of property is subject to withholding tax only with
respect to some but not all holders of Receipts, the Depositary will use its
best efforts (i) to sell only that portion of such property distributable
to such holders that is required to generate sufficient proceeds to pay such
withholding tax and (ii) to effect any such sale in such a manner so as to
avoid affecting the rights of any other holders of Receipts to receive such
distribution in property.


 


ARTICLE V


THE DEPOSITARY AND THE COMPANY


 


SECTION 5.01.
  Maintenance
of Offices, Agencies and Transfer Books by the Registrar. The
Depositary shall maintain at the Corporate Office facilities for the execution
and delivery, transfer, surrender and exchange, split-up, combination and
redemption of Receipts and the withdrawal of Preferred Stock.


 

















 


The Depositary
shall keep books at the Corporate Office for the registration and transfer of
Receipts, which books at all reasonable times shall be open for inspection by
the record holders of Receipts as provided by applicable law. The Depositary
may close such books, at any time or from time to time, when deemed expedient
by it in connection with the performance of its duties hereunder. The Depositary
may maintain such books in customary electronic form.


 


If the
Receipts or the Depositary Shares evidenced thereby or the Preferred Stock
represented by such Depositary Shares shall be listed on the Nasdaq Global
Select Market or any other stock exchange, or quoted on any interdealer
quotation system, the Depositary will, at the request and expense of the
Company, arrange such facilities for the delivery, transfer, surrender,
redemption and exchange of such Receipts, such Depositary Shares or such Preferred
Stock as maybe required by applicable law or applicable stock exchange or
quotation system regulations.


 


SECTION 5.02.   Prevention or Delay in
Performance by the Depositary or the Company.  Neither the Depositary nor the Company shall
incur any liability to any holder of any Receipt, if by reason of any provision
of any present or future law or regulation thereunder of the United States of
America or of any other governmental authority or, in the case of the
Depositary or the Registrar, by reason of any provision, present or future, of
the Articles of Incorporation or the Articles of Amendment or, by reason of any
act of God or war or other circumstance beyond the control of the relevant
party, the Depositary, or the Company shall be prevented or forbidden from
doing or performing any act or thing that the terms of this Deposit Agreement
provide shall be done or performed; nor shall the Depositary, the Registrar or
the Company incur any liability to any holder of a Receipt by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing that the terms of this Deposit Agreement provide shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement.


 


SECTION 5.03.
Obligations of the Depositary and the Company.  The Depositary shall at all times act in good
faith and shall use its best efforts within reasonable time limits to insure
the accuracy of all services performed pursuant to this Deposit Agreement.  The Company assumes no obligation and shall
not be subject to any liability under this Deposit Agreement or any Receipt to
holders of Receipts other than from acts or omissions arising out of conduct
constituting bad faith, gross negligence or willful misconduct in the
performance of such duties as are specifically set forth in this Deposit
Agreement.


 


The Company
shall not be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding with respect to the deposited Preferred Stock,
Depositary Shares or Receipts that in its reasonable opinion may involve it in
expense or liability, unless indemnity reasonably satisfactory to it against
all expense and liability be furnished as often as may be required.


 


The Company
shall not be liable for any action or any failure to act by it in reliance upon
the advice of legal counsel or accountants, or information provided by any
holder of a Receipt or any other person believed by it in good faith to be
competent to give such advice or information. 
The Company may rely and shall be protected in acting upon any written
notice, request, direction or other document believed by it in good faith to be
genuine and to have been signed or presented by the proper party or parties.


 

















 


In the event
the Depositary shall receive conflicting claims, requests or instructions from
any holders of Receipts, on the one hand, and the Company, on the other hand,
the Depositary shall be entitled to act on such claims, requests or
instructions received from the Company, and shall be entitled to the full
indemnification set forth in Section 5.06 hereof in connection with any
action so taken.


 


The Depositary
shall not be responsible for any failure to carry out any instruction to vote
any of the deposited Preferred Stock or for the manner or effect of any such
vote made, as long as any such action or non-action is in good faith and does
not result from gross negligence or willful misconduct of the Depositary. The
Depositary undertakes to perform such duties and only such duties as are
specifically set forth in this Deposit Agreement, and no implied covenants,
obligations or liabilities shall be read into this Deposit Agreement against
the Depositary.


 


The
Depositary, its parent, affiliate, or subsidiaries, may own, buy, sell or deal
in any class of securities of the Company and its affiliates and in Receipts or
Depositary Shares or become pecuniarily interested in any transaction in which
the Company or its affiliates may be interested or contract with or lend money
to or otherwise act as fully or as freely as if it were not the Depositary
hereunder. If so appointed, the Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates, or act in
any other capacity for the Company or its affiliates.


 


It is intended
that the Depositary shall not be deemed to be an “issuer” of the securities
under the federal securities laws or applicable state securities laws, it being
expressly understood and agreed that the Depositary is acting only in a
ministerial capacity as Depositary for the deposited Preferred Stock; provided,
however, that the Depositary agrees to comply with all information reporting
and withholding requirements applicable to it under law or this Deposit
Agreement in its capacity as Depositary.


 


The Depositary
makes no representation and has no responsibility as to the validity of the
registration statement pursuant to which the Depositary Shares are registered
under the Securities Act, the deposited Preferred Stock, the Depositary Shares,
the Receipts (except its countersignature thereon) or any instruments referred
to therein or herein, or as to the correctness of any statement made therein or
herein; provided, however, that the Depositary is responsible for its
representations in this Deposit Agreement.


 


The Company
represents that it has registered the deposited Preferred Stock and the
Depositary Shares for sale in accordance with applicable securities laws.


 


SECTION 5.04.
Resignation and Removal of the Depositary;
Appointment of Successor Depositary.  The
Depositary may at any time resign as Depositary hereunder by notice of its
election to do so delivered to the Company, such resignation to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.


 


The Depositary
may at any time be removed by the Company by notice of such removal delivered
to the Depositary, such removal to take effect upon the appointment of a
successor depositary and its acceptance of such appointment as hereinafter
provided.


 


In case at any
time the Depositary acting hereunder shall resign or be removed, the Company
shall, within 60 days after the delivery of the notice of resignation or
removal, as the case may be, 


 

















 


appoint a successor depositary,
which shall be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$50,000,000.  If a successor depositary
shall not have been appointed in 60 days, the resigning Depositary may, at the
expense of the Company, petition a court of competent jurisdiction to appoint a
successor depositary.  Every successor
depositary shall execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor depositary, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
and for all purposes shall be the Depositary under this Deposit Agreement, and
such predecessor, upon payment of all sums due it and on the written request of
the Company, shall promptly execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, and shall
duly assign, transfer and deliver all rights, title and interest in the
deposited Preferred Stock and any moneys or property held hereunder to such
successor and shall deliver to such successor a list of the record holders of all
outstanding Receipts.  Any successor
depositary shall promptly mail notice of its appointment to the record holders
of Receipts.


 


Any
corporation or other legal entity into or with which the Depositary may be
merged, consolidated or converted shall be the successor of such Depositary
without the execution or filing of any document or any further act.  Such successor depositary may execute the
Receipts either in the name of the predecessor depositary or in the name of the
successor depositary.


 


SECTION 5.05.   Notices, Reports and
Documents.  The Company
agrees that it will deliver to the Depositary, and the Depositary will,
promptly after receipt thereof transmit to the record holders of Receipts, in
each case at the address recorded in the Depositary’s books, copies of all
notices and reports (including financial statements) required by law, by the rules of
any national securities exchange or interdealer quotation system upon which the
Preferred Stock, the Depositary Shares or the Receipts are listed or quoted or
by the Articles of Incorporation and the Articles of Amendment to be furnished
by the Company to holders of the deposited Preferred Stock and, if requested by
the holder of any Receipt, a copy of this Deposit Agreement, the form of
Receipt, the Articles of Amendment and the form of Preferred Stock.  Such transmission will be at the Company’s
expense and the Company will provide the Depositary with such number of copies
of such documents as the Depositary may reasonably request.  In addition, the Depositary will transmit to
the record holders of Receipts at the Company’s expense such other documents as
may be requested by the Company.


 


SECTION 5.06.   Indemnification by the
Company.  The Company
agrees to indemnify the Depositary against, and hold it harmless from, any
claim, action, suit, penalty, liability, costs and expenses (including
reasonable attorneys’ fees) of any kind and nature whatsoever that may arise
out of, or in connection with, its acting as Depositary under this Deposit
Agreement and the Receipts, except for any liability to the extent arising out
of the willful misconduct, gross negligence, or bad faith on the part of the
Depositary. The obligations of the Company set forth in this Section 5.06
shall survive any succession of any Depositary or termination of this Deposit
Agreement.


 


SECTION 5.07.   Damages.  The Depositary shall not be liable for any
incidental, indirect, special or consequential damages of any nature
whatsoever, including, but not limited to, loss of anticipated profits
(collectively, “Special Damages”), occasioned by breach of any provision of
this Deposit Agreement by the Depositary even if apprised of the possibility of
such damages.  The Company shall not be
liable to the Depositary for Special Damages occasioned by breach of any 


 

















 


provision of this Deposit
Agreement by the Company even if apprised of the possibility of such damages.


 


SECTION 5.08.   Fees, Charges and Expenses.  No charges and expenses of the Depositary
hereunder shall be payable by any person, except as provided in this Section 5.08.
The Company shall pay all transfer and other taxes and governmental charges
arising solely from the existence of this Deposit Agreement. The Company shall
also pay all fees and expenses of the Depositary in connection with the initial
deposit of the Preferred Stock and the initial issuance of the Depositary
Shares evidenced by the Receipts, any redemption of the Preferred Stock at the
option of the Company and all withdrawals of the Preferred Stock by holders of
Receipts. If a holder of Receipts requests the Depositary to perform duties not
required under this Deposit Agreement, the Depositary shall notify the holder
of the expected cost of the performance of such duties prior to the performance
thereof. Upon approval of such cost by such holder, such holder will thereafter
be liable for the charges and expenses related to such performance. All other
fees and expenses of the Depositary hereunder (including, in each case, fees
and expenses of counsel) incident to the performance of its obligations
hereunder will be promptly paid by the Company. The Depositary shall present
its statement for fees and expenses to the Company every month or at such other
intervals as the Company and the Depositary may agree.


 


SECTION 5.09.   Additional Depositary
Rights and Duties.  The
Depositary shall:


 


(a)                                  have
no duties or obligations other than those specifically set forth herein.  Depositary shall not be liable for any
improper payment made in accordance with the information provided by the
Company;


 


(b)                                 not
be obligated to take any legal action hereunder that might, in its judgment,
involve any expense or liability, unless it has been furnished with reasonable
indemnity by the Company;


 


(c)                                  be
able to rely on and shall be protected in acting on the written or oral
instructions with respect to any matter relating to its actions as Depositary
specifically covered by this Deposit Agreement, of any officer of the Company
authorized to give instructions;


 


(d)                                 be
able to rely on and shall be protected in acting upon any certificate,
instrument, opinion, notice, letter, telegram or any other document or security
delivered to it and believed by it reasonably and in good faith to be genuine
and to have been signed by the proper party or parties;


 


(e)                                  not
be responsible for or liable in any respect on account of the identity,
authority or rights of any person executing or delivering or purporting to
execute or deliver any document or property under this Deposit Agreement, and
shall have no responsibility with respect to the use or application of any
property delivered by it pursuant to the provisions hereof;


 


(f)                                    be
able to consult with counsel satisfactory to it (including counsel for the
Company) and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with advice or opinion
of such counsel;


 














 


(g)                                 not
be liable for anything which it may do or refrain from doing in connection with
this Deposit Agreement except for its own gross negligence, willful misconduct
or bad faith;


 


(h)                                 not
be bound by any notice or demand, or any waiver or modification of this Deposit
Agreement or any of the terms hereof, unless evidenced by a writing delivered
to the Depositary signed by the proper authority or authorities;


 


(i)                                     have
no duty to enforce any obligation of any person to make delivery, or to direct
or cause any delivery to be made, or to enforce any obligation of any person to
perform any other act; and


 


(j)                                     have
the right to assume, in the absence of written notice to the contrary from the
proper person or persons, that a fact or an event by reason of which an action
would or might be taken by the Depositary does not exist or has not occurred
without incurring liability for any action taken or omitted, or any action
suffered by the Depositary to be taken or omitted, in good faith or in the
exercise of the Depositary’s best judgment, in reliance upon such assumption.


 


ARTICLE VI


AMENDMENT AND TERMINATION


 


SECTION 6.01.   Amendment.  The form of the Receipts and any provision of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of the Depositary that are payable by the Company)
which (i) shall materially and adversely alter any substantial existing
right of the holders of Receipts or (ii) would be materially and adversely
inconsistent with the rights granted to the holders of the Preferred Stock
pursuant to the Articles of Amendment shall be effective unless such amendment
shall have been approved by the holders of Receipts evidencing at least a
majority of the Depositary Shares then outstanding.  In no event shall any amendment impair the
right, subject to the provisions of Section 2.06 and Section 2.07 and
Article III, of any holder of any Depositary Shares to surrender the
Receipt evidencing such Depositary Shares with instructions to the Depositary
to deliver to the holder the whole shares of the deposited Preferred Stock and
all money and other property if any, represented thereby, except in order to
comply with mandatory provisions of applicable law.  Every holder of an outstanding Receipt at the
time any such amendment becomes effective shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by
this Deposit Agreement as amended thereby.


 


SECTION 6.02.   Termination.  This Deposit Agreement may be terminated by
the Company upon not less than 30 days’ prior written notice to the Depositary,
whereupon the Depositary shall deliver or make available to each holder of a
Receipt, upon surrender of the Receipt held by such holder, such number of
whole or fractional shares of deposited Preferred Stock as are represented by
the Depositary Shares evidenced by such Receipt, together with any other
property held by the Depositary in respect of such Receipt.  This Deposit Agreement will automatically
terminate if (i) all outstanding Depositary Shares shall have been (A) redeemed
pursuant to Section 2.03 and/or (B) surrendered in connection with
withdrawal of Preferred Stock pursuant to Section 2.06, or (ii) there



 

















 


shall have been made a final
distribution in respect of the deposited Preferred Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Receipts entitled thereto.


 


Upon the
termination of this Deposit Agreement, (i) the Company shall be discharged
from all obligations under this Deposit Agreement except for its obligations to
the Depositary under Section 5.06 and Section 5.08 and (ii) the
Depositary shall be discharged from all obligations under this Deposit
Agreement.


 


ARTICLE VII


MISCELLANEOUS


 


SECTION 7.01.   Counterparts.  This Deposit Agreement may be executed in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument. Delivery of an executed counterpart of
a signature page to this Deposit Agreement by facsimile shall be effective
as delivery of a manually executed counterpart of this Deposit Agreement.


 


SECTION 7.02.   Exclusive Benefits of
Parties.  This Deposit
Agreement is for the exclusive benefit of the parties hereto, and their
respective successors hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim to any other person whatsoever.


 


SECTION 7.03.   Invalidity of Provisions.  In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.


 


SECTION 7.04.   Notices.  Unless otherwise expressly provided herein,
all notices, requests, demands and other communications hereunder or under the
Receipts shall be in writing, shall be delivered by hand or by First Class Mail,
postage prepaid, shall be deemed given when received and shall be addressed to
the Depositary and the Company at the respective addresses listed below or to
such other addresses as they shall designate from time to time in writing,
forwarded in like manner.


 


If to the Depositary, to:


 


[Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, DE 19890


Attention: Corporate Capital
Markets]


 


If to the Company, to:


 


SCBT Financial Corporation


520 Gervais Street


Columbia, South Carolina 29201


Attention:                       


 

















 


Any notices
given to any record holder of a Receipt hereunder or under the Receipts shall
be in writing and shall be deemed to have been duly given if personally
delivered or sent by First Class mail, postage prepaid, addressed to such
record holder at the address of such record holder as it appears on the books
of the Depositary or, if such holder shall have filed with the Depositary in a
timely manner a written request that notices intended for such holder he mailed
to some other address, at the address designated in such request.


 


SECTION 7.05.   Holders of Receipts Are
Parties.  The holders of
Receipts from time to time shall be deemed to be parties to this Deposit
Agreement amid shall be bound by all of the terms and conditions hereof and of
the Receipts by acceptance of delivery thereof.


 


SECTION 7.06.   Governing Law.  This Deposit Agreement and the Receipts and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, and construed in accordance with, the internal laws of the State
of       , without regard to its conflicts of law
provisions.


 


SECTION 7.07.   Inspection of Deposit
Agreement and Articles of Amendment.  Copies of this Deposit Agreement and the
Articles of Amendment shall be filed with the Depositary and shall be open to
inspection during business hours at the Corporate Office by any holder of any
Receipt.


 


SECTION 7.08.   Headings.  The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A
hereto have been inserted for convenience only and are not to be regarded as a
part of this Deposit Agreement or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.


 


IN WITNESS
WHEREOF, the Company and the Depositary have caused this Deposit Agreement to
be duly executed on their behalf as of the day and year first above set forth
and all holders of Receipts shall become parties hereto by and upon acceptance
by them of delivery of Receipts issued in accordance with the terms hereof.


 


	
   

  	
  SCBT
  FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [WILMINGTON
  TRUST COMPANY], as Depositary

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  
				



 

















 


EXHIBIT A


[FORM OF FACE OF RECEIPT]


DEPOSITARY SHARES


DR _________


DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH


REPRESENTING 1/_________ OF ONE SHARE OF


[DESCRIPTION OF PREFERRED STOCK],


OF


SCBT FINANCIAL CORPORATION


INCORPORATED UNDER THE LAWS OF THE STATE OF SOUTH CAROLINA


CUSIP _________


SEE REVERSE FOR CERTAIN DEFINITIONS


 


[Wilmington
Trust Company], as Depositary (the “Depositary”), hereby certifies that Cede &
Co. is the registered owner of ___ Depositary Shares (“Depositary Shares”),
each Depositary Share representing 1/___ of one share of [Description
of Preferred Stock], (the “Stock”), of SCBT Financial
Corporation, a South Carolina corporation (the “Corporation”), on
deposit with the Depositary, subject to the terms and entitled to the benefits
of the Deposit Agreement dated as of ___, 2009 (the “Deposit Agreement”),
among the Corporation, the Depositary, and the holders from time to time of the
Depositary Receipts. By accepting this Depositary Receipt, the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of
the Deposit Agreement.  This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any
benefits under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if executed
in facsimile by the Depositary, countersigned by a Registrar in respect of the
Depositary Receipts by the manual signature of a duly authorized officer
thereof.


 


This Depositary
Receipt is transferable in [ _____________________ ].


 


	
   

  	
  Dated: ____,
  2009

  
	
   

  	
   

  
	
   

  	
  [Wilmington
  Trust Company], Depositary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  



 


A-1

















 


[FORM OF REVERSE OF RECEIPT]


SCBT FINANCIAL CORPORATION


 


SCBT FINANCIAL
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A
COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE ARTICLES OF
AMENDMENT ESTABLISHING THE [DESCRIPTION OF PREFERRED
STOCK] OF SCBT FINANCIAL CORPORATION.  ANY SUCH REQUEST IS TO BE ADDRESSED TO THE
DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 


The
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the
Corporation, and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation.


 


EXPLANATION OF ABBREVIATIONS


 


The following
abbreviations when used in the form of ownership on the face of this
certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.


 


	
  Abbreviation

  	
   

  	
  Equivalent Phrase

  	
   

  	
  Abbreviation

  	
   

  	
  Equivalent Phrase

  
	
  JT TEN

  	
   

  	
  As joint
  tenants, with right of survivorship and not as tenants in common

  	
   

  	
  TEN BY ENT

  	
   

  	
  As tenants
  by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN IN COM

  	
   

  	
  As tenants
  in common

  	
   

  	
  UNIF GIFT
  MIN ACT

  	
   

  	
  Uniform
  Gifts to Minors Act

  



 


	
  Abbreviation

  	
   

  	
  Equivalent

  Word

  	
   

  	
  Abbreviation

  	
   

  	
  Equivalent Word

  	
   

  	
  Abbreviation

  	
   

  	
  Equivalent

  Word

  
	
  ADM

  	
   

  	
  Administrator(s),
  Administrator

  	
   

  	
  EX

  	
   

  	
  Executor(s),
  Executrix

  	
   

  	
  PAR

  	
   

  	
  Paragraph

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGMT

  	
   

  	
  Agreement

  	
   

  	
  FBO

  	
   

  	
  For
  the benefit  of

  	
   

  	
  PL

  	
   

  	
  Public
  Law

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ART

  	
   

  	
  Article

  	
   

  	
  FDN

  	
   

  	
  Foundation

  	
   

  	
  TR

  	
   

  	
  (As)
  trustee(s), for, or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CH

  	
   

  	
  Chapter

  	
   

  	
  GDN

  	
   

  	
  Guardian(s)

  	
   

  	
  U

  	
   

  	
  Under

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUST

  	
   

  	
  Custodian
  for

  	
   

  	
  GDNSHP

  	
   

  	
  Guardianship

  	
   

  	
  UA

  	
   

  	
  Under
  agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEC

  	
   

  	
  Declaration

  	
   

  	
  MIN

  	
   

  	
  Minor(s)

  	
   

  	
  UW

  	
   

  	
  Under
  will of,  Of will of, Under Last will & testament

  



 


A-2

















 


For value received, ____ hereby
sell(s), assign(s) and transfer(s) unto


 


	
   

  	
   

  



 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


 


Depositary Shares represented
by the within Receipt, and do(es) hereby irrevocably constitute and appoint ___
Attorney to transfer the said Depositary Shares on the books of the within
named Depositary with full power of substitution in the premises.


 




	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The
  signature to the assignment must correspond with the name as written upon the
  face of this Receipt in every particular, without alteration or enlargement
  or any change whatsoever.

  






SIGNATURE GUARANTEED


 


NOTICE:  The signature(s) should be guaranteed by
an eligible guarantor institution (banks, stockbrokers, savings and loan
associations, and credit unions with membership in an approved signature
guarantee medallion program), pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934.


 


A-3