Exhibit 4.13


 


TRUST AGREEMENT


 


This
TRUST AGREEMENT, dated as of March 19,
2009 (this “Trust Agreement”), among Wilmington Trust Company, a Delaware
banking corporation, as trustee (the “Trustee”) and SCBT Financial Corporation,
a South Carolina corporation, as depositor (the “Depositor”).  The Trustee and the Depositor hereby agree as
follows:


 


1.             The trust created hereby (the “Trust”)
shall be known as “SCBT Capital Trust IV,” in which name the Trustee, or the
Depositor to the extent provided herein, may engage in the transactions
contemplated hereby, make and execute contracts, and sue and be sued.


 


2.             The Depositor hereby assigns,
transfers, conveys and sets over to the Trustee the sum of $10.  The Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate.  The Trustee hereby
declares that it will hold the trust estate in trust for the Depositor.  It is the intention of the parties hereto that
the Trust created hereby constitute a statutory trust under Chapter 38 of Title
12 of the Delaware Code, 12 Del, C. § 3801, et seq. (the “Statutory
Trust Act”), and that this document constitutes the governing instrument of the
Trust.  The Trustee is hereby authorized
and directed to execute and file a certificate of trust in the form of exhibit
A attached hereto with the Delaware Secretary of State in accordance with the
provisions of the Statutory Trust Act.


 


(a)           Except as otherwise expressly
required in Section 2 of this Trust Agreement, the Trustee shall not have
any duty or liability with respect to the administration of the Trust, the
investment of the Trust’s property or the payment of dividends or other
distributions of income or principal to the Trust’s beneficiaries, and no
implied obligations shall be inferred from this Trust Agreement on the part of
the Trustee.  The Trustee is authorized
and directed to execute on behalf of the Trust such documents and take such
other action as the Depositor specifically directs in written instructions
delivered to the Trustee, provided, however, the Trustee shall not be required
to take any action if the Trustee shall determine or shall be advised by
counsel that such action is likely to result in personal liability or is
contrary to applicable law or any agreement to which the Trustee is a party.  The Trustee shall not be liable for the acts
or omissions of the Depositor or any other person who acts on behalf of the
Trust nor shall the Trustee be liable for any act or omission by the Trustee in
good faith in accordance with the directions of the Depositor.


 


(b)           The Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to the same but
only upon the terms of this Trust Agreement.  The Trustee shall not be personally liable
under any circumstances, except for its own willful misconduct or gross
negligence.  In particular, but not by
way of limitation:


 


(c)           The Trustee shall not be personally
liable for any error of judgment made in good faith by any officer or employee
of the Trustee;


 


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(d)           No provision of this Trust Agreement
shall require the Trustee to expend or risk its personal funds or otherwise
incur any financial liability in the performance of its rights or duties
hereunder, if the Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to it;


 


(e)           Under no circumstance shall the
Trustee be personally liable for any representation, warranty, covenant or
indebtedness of the Trust;


 


(f)            The Trustee shall not be personally
responsible for or in respect of the genuineness, form or value of the Trust
property, the validity or sufficiency of this Trust Agreement or for the due
execution hereof by the Depositor;


 


(g)           In the event the Trustee is unsure as
to the course of action to be taken by it hereunder, the Trustee may request
instructions from the Depositor and to the extent the Trustee follows such
instructions in good faith the Trustee shall not be liable to any person.  In the event that no instructions are provided
within the time requested by the Trustee, the Trustee shall have no duty or
liability for its failure to take any action or for any action it takes in good
faith;


 


(h)           All funds deposited with the Trustee
hereunder may be held in a non-interest bearing trust account and the Trustee
shall not be liable for any interest thereon or for any loss as a result of the
investment thereof at the direction of the Depositor;


 


(i)            To the extent that, at law or in
equity, the Trustee has duties and liabilities relating thereto to the
Depositor or the Trust, the Depositor agrees that such duties and liabilities
are replaced by the terms of this Trust Agreement.


 


(j)            The Trustee shall incur no liability
to anyone in acting in good faith upon any document believed by the Trustee to
be genuine and believed by the Trustee to be signed by the proper party or
parties.  The Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any entity as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment
of which is not specifically prescribed herein, the Trustee may for all
purposes hereof rely on a certificate, signed by the Depositor, as to such fact
or matter, and such certificate shall constitute full protection to the Trustee
for any action taken or omitted to be taken by it in good faith in reliance
thereon.


 


(k)           In the exercise or administration of
the trusts hereunder, the Trustee (i) may act directly or, at the expense
of the Trust, through agents or attorneys, and the Trustee shall not be liable
for the default or misconduct of such attorneys or agents if such agents and
attorneys shall have been selected by the Trustee in good faith, and (ii) may,
at the expense of the Trust, consult with counsel, accountants and other
experts, and it shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the advice or opinion of any such counsel,
accountants or other experts.


 


(l)            Except as expressly provided in this
Section 2, in accepting and performing the trusts hereby created, the
Trustee acts solely as Trustee hereunder and not in its individual capacity,
and all persons (other than the Depositor) having any claim against the Trustee
by reason of the transactions contemplated by this Trust Agreement shall look
only to the Trust’s property for payment or satisfaction thereof.


 


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3.             The Depositor hereby agrees to (i) compensate
the Trustee for its services hereunder in an amount separately agreed to by the
Depositor and the Trustee, (ii) reimburse the Trustee for all reasonable
expenses not otherwise reimbursed by the Trust (including reasonable fees and
expenses of counsel and other experts) and (iii) indemnify, defend and
hold harmless the Trustee and any of the officers, directors, employees and
agents of the Trustee (each an “Indemnified Person”) from and against any and
all losses, damages, liabilities, claims, actions, suits, costs, expenses,
disbursements (including reasonable fees and expenses of its counsel), taxes
and penalties of any kind and nature whatsoever (collectively, “Expenses”), to
the extent that such Expenses arise out of or are imposed upon or asserted at
any time against such Indemnified Person with respect to the performance of
this Trust Agreement, the creation, operation or termination of the Trust or
the transactions contemplated hereby; provided, however, that the
Depositor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct or gross negligence of
such Indemnified Person, In the event of any claim, action or proceeding for
which indemnity will be sought pursuant to this Section, the Indemnified Party’s
choice of legal counsel shall be subject to the approval of the Depositor,
which approval shall not be unreasonably withheld.  The obligations of the Depositor under this Section 3
shall survive the termination of this Trust Agreement.


 


4.             The number of trustees of the Trust
initially shall be one and thereafter the number of trustees of the Trust shall
be such number as shall be fixed from time to time by a written instrument
signed by the Depositor, which may increase or decrease the number of trustees
of the Trust; provided, that to the extent required by the Statutory Trust Act,
one trustee of the Trust shall either be a natural person who is a resident of
the State of Delaware or if not a natural person, an entity that has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any trustee of the Trust at any
time.  The Trustee may resign upon thirty
days prior notice to the Depositor.  If
no successor has been appointed within such thirty day period, the Trustee may,
at the expense of the Trust, petition a court of competent jurisdiction to
appoint a successor trustee.


 


5.             The Depositor, the Trustee and
others will enter into an amended and restated Trust Agreement satisfactory to
each such party to provide for the contemplated operation of the Trust created
hereby and the issuance by the Trust of such Trust Capital Securities and
Common Securities as may be referred to therein.  Prior to the execution and delivery of such
amended and restated Trust Agreement, the Trustee shall not have any duty or
obligation hereunder or with respect to the trust estate of the Trust, except
as otherwise contemplated by this Trust Agreement or required by applicable law.
Notwithstanding the foregoing, the Trustee may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.


 


6.             The Depositor, on behalf of the
Trust, is hereby authorized, in its discretion, (i) to file with the
Commission and execute, in each case on behalf of the Trust, (a) the
Registration Statement on Form S-3 (the “1933 Act Registration Statement”),
including any pre-effective or post-effective amendments to the 1933 Act
Registration Statement, relating to the registration under the Securities Act
of 1933, as amended, of the Trust Capital Securities, (b) a Registration
Statement on Form 8-A (the “1934 Act Registration Statement”) (including
all pre-effective and post-effective amendments thereto) relating to the
registration of the Trust Capital Securities under the Securities Exchange Act
of 1934, as amended; and (c) any preliminary prospectus or prospectus or
supplement thereto related to the Trust Capital Securities required to be filed
pursuant to Rule 424 under the Securities Act of 1933, as amended; (ii) to
file with The Nasdaq Global Select Market or any other national stock exchange
(each, an “Exchange”) and execute on behalf of the Trust one or more
listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or 


 


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desirable
to cause the Trust Capital Securities to be listed on any of the Exchanges; (iii) to
file and execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process
and other papers and documents as shall be necessary or desirable to register
the Trust Capital Securities under the securities or blue sky laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or
desirable; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Trust Capital
Securities; and (v) to negotiate and execute on behalf of the Trust one or
more underwriting agreements, in customary form, relating to the Trust Capital
Securities.


 


In the event that any filing referred to in this Section 6 is
required by the rules and regulations of the Securities and Exchange
Commission (the “Commission”) or any state securities or Blue Sky laws
or by any depositary to be executed on behalf of the Trust by the Trustee, the
Trustee is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that the Trustee shall not be required to join
in any such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission and any state
securities or Blue Sky laws or by any depositary.


 


7.             Upon written
instructions from the Depositor, the Trustee shall dissolve and terminate the
Trust and file in accordance with 12 Del. C. § 3810 a Certificate of
Cancellation with the Delaware Secretary of State.


 


8.             This Trust
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings between the parties.


 


9.             This Trust
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.


 


10.           This Trust Agreement
may be executed in one or more counterparts, each of which when so executed
shall be an original and all of which when taken together shall constitute but
one and the same instrument.


 


[signature page follows]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly
executed as of the day and year first above written.


 


	
   

  	
  SCBT
  FINANCIAL CORPORATION,

  
	
   

  	
  as
  Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C. Mathis

  
	
   

  	
  Name:
  Richard C. Mathis

  
	
   

  	
  Title:
  EVP and Chief Risk Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher J. Slaybaugh

  
	
   

  	
  Name:
  Christopher J. Slaybaugh

  
	
   

  	
  Title:
  Assistant Vice President

  
				



 


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EXHIBIT A


CERTIFICATE OF TRUST


OF


SCBT CAPITAL TRUST IV


 


THIS Certificate of Trust of SCBT Capital Trust IV (the “Trust”) is
being duly executed and filed by the undersigned, as trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et
seq.) (the “Act”).


 


1.             Name.  The name of the statutory trust formed hereby
is SCBT Capital Trust IV.


 


2.             Delaware Trustee.  The name and business address of the trustee
of the Trust in the State of Delaware are Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, DE 19890, Attention:  Corporate Trust Administration.


 


3.             Effective Date.  This Certificate of Trust shall be effective
upon filing.


 


IN WITNESS WHEREOF, the undersigned has executed this Certificate in
accordance with Section 3811(a) of the Act.


 


	
   

  	
  WILMINGTON TRUST COMPANY, as trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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