Exhibit 4.10




 


 





 


SCBT FINANCIAL CORPORATION


 


TO


 


[WILMINGTON TRUST COMPANY]


 


TRUSTEE


 


JUNIOR SUBORDINATED INDENTURE


 


DATED AS OF
              ,
2009




 





 


 

















 


SCBT FINANCIAL CORPORATION


 


Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939,
as amended by the Trust Reform Act of 1990, are a part of and govern this
Indenture (whether or not physically contained therein), dated as of
              ,
2009.


 


	
  § 310(a) (1), (2) and (5).

  	
  6.9

  
	
  (a) (3).

  	
  Not Applicable

  
	
  (a) (4).

  	
  Not Applicable

  
	
  (b).

  	
  6.8, 6.10 

  
	
  (c).

  	
  Not Applicable

  
	
  § 311.

  	
  6.13

  
	
  § 312 (a).

  	
  7.1, 7.2(a)

  
	
  (b).

  	
  7.2 (b)

  
	
  (c).

  	
  7.2 (c)

  
	
  § 313 (a).

  	
  7.3 (a)

  
	
  (b).

  	
  7.3 (b)

  
	
  (c).

  	
  1.5, 7.3(a), 7.3(b)

  
	
  (d).

  	
  7.3 (c)

  
	
  § 314 (a) (1), (2) and (3)

  	
  7.4

  
	
  (a) (4).

  	
  10.4

  
	
  (b).

  	
  Not Applicable

  
	
  (c) (1).

  	
  1.2

  
	
  (c) (2).

  	
  1.2

  
	
  (c) (3).

  	
  Not Applicable

  
	
  (d).

  	
  Not Applicable

  
	
  (e).

  	
  1.2

  
	
  (f).

  	
  Not Applicable

  
	
  § 315 (a).

  	
  6.1(a)

  
	
  (b).

  	
  6.2

  
	
  (c).

  	
  6.1(b)

  
	
  (d).

  	
  6.1(c)

  
	
  (d) (1).

  	
  6.1(a)(1)

  
	
  (d) (2).

  	
  6.1(c)(2) 

  
	
  (d) (3).

  	
  6.1(c)(3) 

  
	
  (e).

  	
  5.14

  
	
  § 316(a) (1) (A).

  	
  5.12

  
	
  (a) (1) (B).

  	
  5.13

  
	
  (a) (2).

  	
  Not Applicable

  
	
  (b).

  	
  5.8

  



 

















 


	
  (c).

  	
  1.4 (f)

  
	
  § 317 (a) (1)

  	
  5.3

  
	
  (a) (2).

  	
  5.4

  
	
  (b).

  	
  10.3

  
	
  § 318 (a).

  	
  1.7

  



 


NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Junior Subordinated Indenture.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Compliance
  Certificate and Opinions

  	
  9

  
	
  Section 1.3.

  	
  Forms of
  Documents Delivered to Trustee

  	
  10

  
	
  Section 1.4.

  	
  Acts of
  Holders

  	
  11

  
	
  Section 1.5.

  	
  Notices,
  Etc. to Trustee and Company

  	
  13

  
	
  Section 1.6.

  	
  Notice to
  Holders; Waiver

  	
  13

  
	
  Section 1.7.

  	
  Conflict
  with Trust Indenture Act

  	
  13

  
	
  Section 1.8.

  	
  Effect of
  Headings and Table of Contents

  	
  14

  
	
  Section 1.9.

  	
  Successors
  and Assigns

  	
  14

  
	
  Section 1.10.

  	
  Separability
  Clause

  	
  14

  
	
  Section 1.11.

  	
  Benefits of
  Indenture

  	
  14

  
	
  Section 1.12.

  	
  Governing
  Law

  	
  14

  
	
  Section 1.13.

  	
  Non-Business
  Days

  	
  14

  
	
  Section 1.14.

  	
  Force Majeure

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SECURITY
  FORMS

  	
  15

  
	
  Section 2.1.

  	
  Forms
  Generally

  	
  15

  
	
  Section 2.2.

  	
  Form of
  Face of Security

  	
  15

  
	
  Section 2.3.

  	
  Form of
  Reverse of Security

  	
  18

  
	
  Section 2.4.

  	
  Additional
  Provisions Required in Global Security

  	
  21

  
	
  Section 2.5.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  THE
  SECURITIES

  	
  22

  
	
  Section 3.1.

  	
  Title and
  Terms

  	
  22

  
	
  Section 3.2.

  	
  Denominations

  	
  25

  
	
  Section 3.3.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  25

  
	
  Section 3.4.

  	
  Temporary Securities

  	
  26

  
	
  Section 3.5.

  	
  Registration,
  Transfer and Exchange

  	
  27

  
	
  Section 3.6.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  29

  
	
  Section 3.7.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  29

  
	
  Section 3.8.

  	
  Persons
  Deemed Owners

  	
  31

  
	
  Section 3.9.

  	
  Cancellation

  	
  31

  
	
  Section 3.10.

  	
  Computation
  of Interest

  	
  31

  
	
  Section 3.11.

  	
  Deferrals of
  Interest Payment Dates

  	
  31

  
	
  Section 3.12.

  	
  Right of
  Set-Off

  	
  33

  
	
  Section 3.13.

  	
  Agreed Tax
  Treatment

  	
  33

  
	
  Section 3.14.

  	
  Shortening
  or Extension of Stated Maturity

  	
  33

  
	
  Section 3.15.

  	
  CUSIP
  Numbers

  	
  33

  



 


i

















 


	
  ARTICLE IV

  	
  SATISFACTION AND DISCHARGE

  	
  34

  
	
  Section 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
  34

  
	
  Section 4.2.

  	
  Application
  of Trust Money

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  REMEDIES

  	
  35

  
	
  Section 5.1.

  	
  Events of
  Default

  	
  35

  
	
  Section 5.2.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  36

  
	
  Section 5.3.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  37

  
	
  Section 5.4.

  	
  Trustee May File Proofs of Claim

  	
  38

  
	
  Section 5.5.

  	
  Trustee May Enforce Claim Without
  Possession of Securities

  	
  39

  
	
  Section 5.6.

  	
  Application of Money Collected

  	
  39

  
	
  Section 5.7.

  	
  Limitation on Suits

  	
  39

  
	
  Section 5.8.

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest; Direct Action by Holders of Preferred
  Capital Securities

  	
  40

  
	
  Section 5.9.

  	
  Restoration of Rights and Remedies

  	
  40

  
	
  Section 5.10.

  	
  Rights and Remedies Cumulative

  	
  41

  
	
  Section 5.11.

  	
  Delay or Omission Not Waiver

  	
  41

  
	
  Section 5.12.

  	
  Control by Holders

  	
  41

  
	
  Section 5.13.

  	
  Waiver of Past Defaults

  	
  42

  
	
  Section 5.14.

  	
  Undertaking for Costs

  	
  42

  
	
  Section 5.15.

  	
  Waiver of Usury, Stay or Extension Laws

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  THE TRUSTEE

  	
  43

  
	
  Section 6.1.

  	
  Certain Duties and Responsibilities

  	
  43

  
	
  Section 6.2.

  	
  Certain Rights of Trustee

  	
  43

  
	
  Section 6.3.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  45

  
	
  Section 6.4.

  	
  May Hold Securities

  	
  45

  
	
  Section 6.5.

  	
  Money Held in Trust

  	
  45

  
	
  Section 6.6.

  	
  Compensation and Reimbursement

  	
  45

  
	
  Section 6.7.

  	
  Corporate Trustee Required; Eligibility;
  Conflicting Interests

  	
  46

  
	
  Section 6.8.

  	
  Resignation and Removal; Appointment of
  Successor

  	
  46

  
	
  Section 6.9.

  	
  Acceptance of Appointment by Successor

  	
  48

  
	
  Section 6.10.

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  49

  
	
  Section 6.11.

  	
  Appointment of Authenticating Agent

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

  	
  52

  
	
  Section 7.1.

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  	
  52

  
	
  Section 7.2.

  	
  Preservation of Information, Communications
  to Holders

  	
  52

  
	
  Section 7.3.

  	
  Reports by Trustee

  	
  53

  
	
  Section 7.4.

  	
  Reports by Company

  	
  53

  



 


ii

















 


	
  ARTICLE VIII

  	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
  OR LEASE

  	
  54

  
	
  Section 8.1.

  	
  Company May Consolidate, Etc., Only on
  Certain Terms

  	
  54

  
	
  Section 8.1.

  	
  Successor Corporation Substituted

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
  55

  
	
  Section 9.1.

  	
  Supplemental Indentures without Consent of
  Holders

  	
  55

  
	
  Section 9.2.

  	
  Supplemental Indentures with Consent of
  Holders

  	
  57

  
	
  Section 9.3.

  	
  Execution of Supplemental Indentures

  	
  58

  
	
  Section 9.4.

  	
  Effect of Supplemental Indentures

  	
  58

  
	
  Section 9.5.

  	
  Conformity with Trust Indenture Act

  	
  58

  
	
  Section 9.6.

  	
  Reference in Securities to Supplemental
  Indentures

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  COVENANTS

  	
  59

  
	
  Section 10.1.

  	
  Payment of Principal, Premium and Interest

  	
  59

  
	
  Section 10.2.

  	
  Maintenance of Office or Agency

  	
  59

  
	
  Section 10.3.

  	
  Money for Security Payments to be Held in
  Trust

  	
  60

  
	
  Section 10.4.

  	
  Statement as to Compliance

  	
  61

  
	
  Section 10.5.

  	
  Waiver of Certain Covenants

  	
  61

  
	
  Section 10.6.

  	
  Additional Sums

  	
  61

  
	
  Section 10.7.

  	
  Additional Covenants

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  REDEMPTION OF SECURITIES

  	
  64

  
	
  Section 11.1.

  	
  Applicability of This Article

  	
  64

  
	
  Section 11.2.

  	
  Election to Redeem; Notice to Trustee

  	
  64

  
	
  Section 11.3.

  	
  Selection of Securities to be Redeemed

  	
  64

  
	
  Section 11.4.

  	
  Notice of Redemption

  	
  65

  
	
  Section 11.5.

  	
  Deposit of Redemption Price

  	
  66

  
	
  Section 11.6.

  	
  Payment of Securities Called for Redemption

  	
  66

  
	
  Section 11.7.

  	
  Right of Redemption of Securities Initially
  Issued to a SCBT Capital Trust

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  SINKING FUNDS

  	
  67

  
	
  Section 12.1.

  	
  Applicability of Article

  	
  67

  
	
  Section 12.1.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
  67

  
	
  Section 12.3.

  	
  Redemption of Securities for Sinking Fund

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  SUBORDINATION OF SECURITIES

  	
  69

  
	
  Section 13.1.

  	
  Securities Subordinate to Senior and
  Subordinated Debt

  	
  69

  
	
  Section 13.2.

  	
  Payment Over of Proceeds Upon Dissolution,
  Etc

  	
  69

  
	
  Section 13.3.

  	
  Prior Payment to Senior and Subordinated
  Debt Upon Acceleration of Securities

  	
  70

  
	
  Section 13.4.

  	
  No Payment When Senior and Subordinated
  Debt in Default

  	
  71

  
	
  Section 13.5.

  	
  Payment Permitted if No Default

  	
  72

  



 


iii

















 


	
  Section 13.6.

  	
  Subrogation to Rights of Holders of Senior
  and Subordinated Debt

  	
  72

  
	
  Section 13.7.

  	
  Provisions Solely to Define Relative Rights

  	
  73

  
	
  Section 13.8.

  	
  Trustee to Effectuate Subordination

  	
  73

  
	
  Section 13.9.

  	
  No Waiver of Subordination Provisions

  	
  73

  
	
  Section 13.10.

  	
  Notice to Trustee

  	
  74

  
	
  Section 13.11.

  	
  Reliance on Judicial Order or Certificate
  of Liquidating Agent

  	
  75

  
	
  Section 13.12.

  	
  Trustee Not Fiduciary for Holders of Senior
  and Subordinated Debt

  	
  75

  
	
  Section 13.13.

  	
  Rights of Trustee as Holder of Senior and
  Subordinated Debt; Preservation of Trustee’s Rights

  	
  75

  
	
  Section 13.14.

  	
  No Recourse

  	
  75

  
	
  Section 13.15.

  	
  Article Applicable to Paying Agents

  	
  75

  
	
  Section 13.16.

  	
  Certain Conversions or Exchanges Deemed
  Payment

  	
  76

  



 


iv














 


                                                JUNIOR
SUBORDINATED INDENTURE (hereinafter called the “Indenture”) between SCBT
FINANCIAL CORPORATION, a South Carolina corporation (the “Company”) having its
principal office at 520 Gervais Street, Columbia, South Carolina 29201, and
[WILMINGTON TRUST COMPANY, a Delaware banking corporation], not in its
individual capacity but solely as Trustee (hereinafter called the “Trustee”).


 


RECITALS OF THE COMPANY


 


                                                The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured junior subordinated
debt securities in series (hereinafter called the “Securities”) of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from
the issuance from time to time by a statutory trust (“SCBT Capital Trust IV” or
the “SCBT Capital Trust”) of preferred beneficial interests in the Trust (the “Preferred
Capital Securities”) and common beneficial interests in the Trust (the “Common
Securities” and, collectively with the Preferred Capital Securities, the “Preferred
Trust Securities”), and to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered.


 


                                                All
things necessary to make the Securities, when executed by the Company and
authenticated and delivered hereunder and duly issued by the Company the valid
and legally binding obligations of the Company, and to make this Indenture a
valid and legally binding agreement of the Company, in accordance with their
and its terms, have been done.


 


                                                NOW
THEREFORE, THIS INDENTURE WITNESSETH:


 


                                                For
and in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series
thereof, as follows:


 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.1. Definitions.


 


For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:


 


(1)               The terms defined in this Article have
the meanings assigned to them in this Article, and include the plural as well
as the singular;


 


(2)               All other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;


 


1

















 


(3)               All accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles which are generally accepted in the
United States at the date or time of such computation; provided that when two
or more principles are so generally accepted, it shall mean that set of
principles consistent with those in use by the Company; and


 


(4)               The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.


 


“Act” when used with respect to any Holder has the meaning
specified in Section 1.4.


 


                                                “Additional
Interest” means the interest, if any, that shall accrue on any interest on
the Securities of any series the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the rate per annum
specified or determined as specified in such Security, to the extent permitted
by applicable law.


 


                                                “Additional
Sums” has the meaning specified in Section 10.6.


 


                                                “Additional
Taxes” means the sum of any additional taxes, duties and other governmental
charges to which SCBT Capital Trust has become subject from time to time as a
result of a Tax Event.


 


                                                “Administrator”
means, in respect of SCBT Capital Trust, each Person identified as an “Administrator”
or an “Administrative Agent” in the Trust Agreement, solely in such Person’s
capacity as Administrator or an Administrative Agent, as the case may be, of
SCBT Capital Trust under the Trust Agreement and not in such Person’s
individual capacity, or any successor administrative trustee or successor
administrative agent, as the case may be, appointed as therein provided.


 


                                                “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person; provided, however, the SCBT Capital Trust in which
Securities have been issued shall not be deemed to be an Affiliate of the
Company.


 


                                                For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


                                                “Allocable
Amounts,” when used with respect to any Senior and Subordinated Debt, means
all amounts due or to become due on such Senior and Subordinated Debt less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such 


 


2

















 


Senior and Subordinated Debt (whether as a result of the receipt of
payments by the holders of such Senior and Subordinated Debt from the Company
or any other obligor thereon or from any holders of, or trustee in respect of,
other indebtedness that is subordinate and junior in right of payment to such
Senior and Subordinated Debt pursuant to any provision of such indebtedness for
the payment over of amounts received on account of such indebtedness to the
holders of such Senior and Subordinated Debt or otherwise), but for the fact
that such Senior and Subordinated Debt is subordinate or junior in right of
payment to (or subject to a requirement that amounts received on such Senior
and Subordinated Debt be paid over to obligees on) trade accounts payable or
accrued liabilities arising in the ordinary course of business.


 


                                                “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.11
to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


                                                “Authorized
Newspaper” has the meaning set forth in Section 3.7.


 


                                                “Board
of Directors” means either the board of directors of the Company or any
committee of that board duly authorized to act hereunder.


 


                                                “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors, or such committee of the Board of Directors or officers of the
Company to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


                                                “Business
Day” means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on
which the Corporate Trust Office of the Trustee, or, with respect to the
Securities of a series initially issued to the SCBT Capital Trust, the
principal office of the Property Trustee under the Trust Agreement, is closed for
business.


 


                                                “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.


 


                                                “Common
Securities” has the meaning specified in the first recital of this
Indenture.


 


                                                “Common
Stock” means the common stock, par value $2.50 per share, of the Company.


 


                                                “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor corporation.


 


3

















 


                                                “Company
Request” and “Company Order” mean, respectively, the written request or
order signed in the name of the Company by the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.


 


                                                “Corporate
Trust Office” means a principal office of the Trustee at which at any
particular time its corporate trust business shall be administered.


 


                                                “Corporation”
includes a corporation, association, company, joint-stock company or business
trust.


 


                                                “Debt”
means, with respect to any Person, whether recourse is to all or a portion of
the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person
with respect to letters of credit, bankers’ acceptances or similar facilities
issued for the account of such Person; (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (v) every capital lease obligation of such
Person; (vi) all indebtedness of such Person whether incurred on or prior
to the date of this Indenture or thereafter incurred, for claims in respect of
derivative products, including without limitation, interest rate and foreign
exchange contracts, forward commodity contracts (whether related to mortgages,
securities, commodities, or otherwise), options and swaps and similar
arrangements; and (vii) every obligation of the type referred to in
clauses (i) through (vi) of another Person and all dividends of
another Person the payment of which, in either case, such Person has guaranteed
or is responsible or liable for, directly or indirectly, as obligor or
otherwise.


 


                                                “Defaulted
Interest” has the meaning specified in Section 3.7.


 


                                                “Depositary”
means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated
as Depositary by the Company pursuant to Section 3.1 with respect to such
series (or any successor thereto).


 


                                                “Discount
Security” means any security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.


 


                                                “Distributions,”
with respect to the Trust Securities issued by the SCBT Capital Trust, means
amounts payable in respect of the Trust Securities as provided in the Trust
Agreement and referred to therein as “Distributions.”


 


4

















 


                                                “Dollar”
or “U.S. $” means the currency of the United States of America that, as at the
time of payment, is legal tender for the payment of public and private debts.


 


                                                “Event
of Default” has the meaning specified in Article V unless otherwise
specified in the supplemental indenture or the Officers’ Certificate delivered
pursuant to Section 3.1 hereof creating a series of Securities.


 


                                                “Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.


 


                                                “Extension
Period” has the meaning specified in Section 3.11.


 


                                                “Global
Security” means a Security in the form prescribed in Section 2.4
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.


 


                                                “Guarantee
Agreement” means the Guarantee Agreement substantially in the form attached
hereto as Annex C, or substantially in such form as may be specified as
contemplated by Section 3.1 with respect to the Securities of any series,
in each case as amended from time to time.


 


                                                “Holder”
means a Person in whose name a Security is registered in the Securities
Register.


 


                                                “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof or one or more Officers’
Certificates delivered pursuant to Section 3.1 and shall include the terms
of each particular series of Securities established as contemplated by Section 3.1.


 


                                                “Interest
Payment Date” means as to each series of Securities, the Stated Maturity of
an installment of interest on such Securities.


 


                                                “Junior
Subordinated Payment” has the meaning specified in Section 13.2.


 


                                                “Maturity”
when used with respect to any Security means the date on which the principal of
such Security becomes due and payable as therein or herein provided, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.


 


                                                “Moody’s”
means Moody’s Investors Service, Inc.


 


                                                “Officers’
Certificate” means a certificate signed by the Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.


 


5

















 


                                                “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the
Company.


 


                                                “Original
Issue Date” means the date of issuance specified as such in each Security.


 


                                                “Outstanding”
means, when used in reference to any Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:


 


(a)               Securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;


 


(b)              Securities for whose payment money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent in trust for the Holders of such Securities; and


 


(c)               Securities in substitution for or in
lieu of which other Securities have been authenticated and delivered or which
have been paid pursuant to Section 3.6, unless proof satisfactory to the
Trustee is presented that any such Securities are held by Holders in whose
hands such Securities are valid, binding and legal obligations of the Company;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor. Upon the written request of
the Trustee, the Company shall promptly furnish to the Trustee an Officers’
Certificate listing and identifying all Securities, if any, known by the
Company to be owned or held by or for the account of the Company, or any other
obligor on the Securities or any Affiliate of the Company or such obligor, and,
subject to the provisions of Section 6.2, the Trustee shall be entitled to
accept such Officers’ Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.


 


                                                “Paying
Agent” means the Trustee or any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.


 


                                                “Person”
means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political
subdivision thereof.


 


6

















 


                                                “Place
of Payment” means, with respect to the Securities of any series, the place
or places where the principal of (and premium, if any) and interest on the
Securities of such series are payable pursuant to Sections 3.1 and 3.11.


 


                                                “Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed
or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.


 


                                                “Preferred
Capital Securities” has the meaning specified in the first recital of this
Indenture.


 


                                                “Proceeding”
has the meaning specified in Section 13.2.


 


                                                “Property
Trustee” means, in respect of the SCBT Capital Trust, the Person identified
as the “Property Trustee” in the Trust Agreement, solely in its capacity as
Property Trustee of the SCBT Capital Trust under the Trust Agreement and not in
its individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as therein provided.


 


                                                “Redemption
Date,” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.


 


                                                “Redemption
Price,” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture.


 


                                                “Regular
Record Date” for the interest payable on any Interest Payment Date with
respect to the Securities of a series means, unless otherwise provided pursuant
to Section 3.1 with respect to Securities of a series, (i) in the
case of Securities of a series represented by one or more Global Securities,
the Business Day next preceding such Interest Payment Date and (ii) in the
case of Securities of a series not represented by one or more Global
Securities, the date which is fifteen days next preceding such Interest Payment
Date (whether or not a Business Day).


 


                                                “Responsible
Officer” when used with respect to the Trustee means any officer of the
Trustee assigned by the Trustee from time to time to administer its corporate
trust matters and who shall have direct responsibility for the administration
of this Indenture.


 


                                                “S&P”
means Standard & Poor’s Ratings Services.


 


                                                “SCBT
Capital Trust” has the meaning specified in the first recital of this
Indenture.


 


7

















 


                                                “SCBT
Guarantee” means the guarantee by the Company of distributions on the
Preferred Capital Securities of SCBT Capital Trust to the extent provided in
the Guarantee Agreement.


 


                                                “Securities”
or “Security” means any debt securities or debt security, as the case
may be, authenticated and delivered under this Indenture.


 


                                                “Securities
Register” and “Securities Registrar” have the respective meanings
specified in Section 3.5.


 


                                                “Senior
and Subordinated Debt” means the principal of (and premium, if any) and
interest, if any (including any deferred interest and interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating
to the Company whether or not such claim for post-petition interest is allowed
in such proceeding), on Debt of the Company, whether incurred on or prior to
the date of this Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such obligations are not superior in right of payment to
the Securities, provided, however, that Senior and Subordinated Debt shall not
be deemed to include (a) any Debt of the Company which, when incurred and
without respect to any election under Section 1111(b) of the
Bankruptcy Reform Act of 1978, as amended, was without recourse to the Company,
(b) any Debt of the Company to any of its Subsidiaries, (c) Debt to
any employee or director of the Company, and (d) any Securities or other
securities or obligations which, by their terms, are expressly stated to rank
pari passu in right of payment with the Securities.


 


                                                “Special
Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 3.7.


 


                                                “Stated
Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified pursuant to the
terms of such Security as the date on which the principal of such Security or
such installment of interest is due and payable, in the case of such principal,
as such date may be shortened or extended as provided pursuant to the terms of
such Security and this Indenture.


 


                                                “Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For
purposes of this definition, “voting stock” means stock which ordinarily has
voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.


 


                                                “Tax
Event” means the receipt by the SCBT Capital Trust of an Opinion of Counsel
(as defined in the SCBT Capital Trust Agreement) experienced in such matters to
the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or 


 


8

















 


taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which pronouncement
or decision is announced on or after the date of issuance of the Preferred
Capital Securities of SCBT Capital Trust, there is more than an insubstantial
risk that (i) the SCBT Capital Trust is, or will be within 90 days of the
date of such Opinion of Counsel, subject to United States Federal income tax
with respect to income received or accrued on the corresponding series of
Securities, (ii) interest payable by the Company on such corresponding
series of Securities is not, or within 90 days of the date of such Opinion of
Counsel, will not be, deductible by the Company, in whole or in part, for
United States Federal income tax purposes or (iii) the SCBT Capital Trust
is, or will be within 90 days of the date of such Opinion of Counsel, subject
to more than a de minimis amount of other taxes, duties or other governmental
charges.


 


                                                “Trust
Agreement” means the Trust Agreement substantially in the form attached
hereto as Annex A, as amended by the form of Amended and Restated Trust
Agreement substantially in the form attached hereto as Annex B, or
substantially in such form as may be specified as contemplated by Section 3.1
with respect to the Securities of any series, in each case as amended from time
to time.


 


                                                “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder and, if at any time there
is more than one such Person, “Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.


 


                                                “Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbb),
as amended and as in effect on the date as of this Indenture, except as
provided in Section 9.5.


 


                                                “Trust
Securities” has the meaning specified in the first recital of this
Indenture.


 


                                                “Vice
President” when used with respect to the Company, means any duly appointed
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president.”


 


Section 1.2. Compliance Certificate and Opinions.


 


                                                Upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers’ Certificate stating that all conditions precedent (including
covenants, compliance with which constitutes a condition precedent), if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with
which 


 


9

















 


constitute a condition precedent), if any, have been complied with,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.


 


                                                Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates provided pursuant
to Section 10.5) shall include:


 


(1)               a statement that each individual signing
such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


 


(2)               a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(3)               a statement that, in the opinion of each
such individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(4)               a statement as to whether, in the
opinion of each such individual, such condition or covenant has been complied
with.


 


Section 1.3. Forms of Documents Delivered to Trustee.


 


                                                In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


                                                Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
matters upon which his certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.  Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions, or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


 


10














 


Section 1.4. Acts of Holders.


 


(a)               Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given to or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in
person or by an agent or proxy duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments is or are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.2)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


 


(b)              The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by the certificate of any notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a Person acting in other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.


 


(c)               The fact and date of the execution by
any Person of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the
Trustee may determine.


 


(d)              The ownership of Securities shall be
proved by the Securities Register.


 


(e)               Any request, demand, authorization,
direction, notice, consent, waiver or other action by the Holder of any
Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done or suffered to be done by the Trustee
or the Company in reliance thereon, whether or not notation of such action is
made upon such Security.


 


(f)                 The Company may set any day as a
record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities
of such series, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal


 


11

















 


amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be canceled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date
is set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.


 


                                                The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any declaration of acceleration referred to in Section 5.2,
(ii) any request to institute proceedings referred to in Section 5.7(2) or
(iii) any direction referred to in Section 5.12, in each case with
respect to Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date, provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6.


 


                                                With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day,
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section 10.6,
on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.


 


12

















 


(g)              Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of
such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount.


 


Section 1.5. Notices, Etc. to Trustee and Company.


 


                                                Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,


 


(1)               the Trustee by any Holder, any holder of
Preferred Capital Securities or the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust office, or


 


(2)               the Company by the Trustee, any Holder
or any holder of Preferred Capital Securities shall be sufficient for every
purpose (except as otherwise provided in Section 5.1) hereunder if in
writing and mailed, first class, postage prepaid, to the Company, addressed to
it at the address of its principal office specified in the first paragraph of
this instrument or at any other address previously furnished in writing to the
Trustee by the Company.


 


Section 1.6. Notice to Holders; Waiver.


 


                                                Where
this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, to each Holder affected by
such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.


 


Section 1.7. Conflict with Trust Indenture Act.


 


                                                If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act
through operation of Section 318(c) thereof, such imposed duties
shall control.


 


13

















 


Section 1.8. Effect of Headings and Table of Contents.


 


                                                The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


 


Section 1.9. Successors and Assigns.


 


                                                All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.


 


Section 1.10. Separability Clause.


 


                                                In
case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11. Benefits of Indenture.


 


                                                Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors and assigns, the
Holders of Senior and Subordinated Debt, the Holders of the Securities and, to
the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and
9.2, the holders of Preferred Capital Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


Section 1.12. Governing Law.


 


                                                This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York.


 


Section 1.13. Non-Business Days.


 


                                                In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or the Securities) payment of interest or principal
(and premium, if any) need not be made on such date, but may be made on the
next succeeding Business Day (and no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be, until such next succeeding Business Day except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (in each case with the same
force and effect as if made on the Interest Payment Date or Redemption Date or
at the Stated Maturity)).


 


Section 1.14. Force Majeure.


 


                                                In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts 


 


14

















 


of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


ARTICLE II


 


SECURITY FORMS


 


Section 2.1. Forms Generally.


 


                                                The
Securities of each series shall be in substantially the forms set forth in this
Article, or in such other form or forms as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such securities, as evidenced
by their execution of the Securities. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 with respect
to the authentication and delivery of such Securities.


 


                                                The
Trustee’s certificates of authentication shall be substantially in the form set
forth in this Article.


 


                                                The
definitive Securities shall be printed, lithographed or engraved or produced by
any combination of these methods, if required by any securities exchange on
which the Securities may be listed, on a steel engraved border or steel
engraved borders or may be produced in any other manner permitted by the rules of
any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.


 


Section 2.2. Form of Face of Security.


 


SCBT FINANCIAL CORPORATION


 


    % JUNIOR SUBORDINATED
DEBENTURE DUE


 


	
  Registered

  	
   

  	
  Principal Amount:

  
	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
  CUSIP No.:

  



 


15

















 


                                                SCBT
Financial Corporation, a corporation organized and existing under the laws of
South Carolina (hereinafter called the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to       , or
registered assigns, the principal sum of
      Dollars on       ;
provided that the Company may (i) shorten the Stated Maturity of the
principal of this Security to a date not earlier than
      , and (ii) extend the Stated Maturity
of the principal of this Security at any time on one or more occasions, subject
to certain conditions specified in Section 3.14 of the Indenture, but in
no event to a date later than       . The Company
further promises to pay interest on said principal sum from
      or from the most recent interest payment
date (each such date, an “Interest Payment Date”) on which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on the       day of
      ,       ,
      , and       of
each year commencing       at the rate of
      % per annum, until the principal hereof
shall have become due and payable, plus Additional Interest, if any, until the
principal hereof is paid or duly provided for or made available for payment and
on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the rate of       %
per annum, compounded quarterly. The amount of interest payable for any period
shall be computed on the basis of twelve 30-day months and a 360-day year. The
amount of interest payable for any partial period shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Security is not
a Business Day, then a payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same
force and effect as if made on the date the payment was originally payable. A “Business
Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on
which the Corporate Trust Office of the Trustee, or the principal office of the
Property Trustee under the Trust Agreement (hereinafter referred to) for SCBT
Capital Trust is closed for business. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be
[insert Record Date] next preceding such Interest Payment Date. Any such
interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less
than       days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on 


 


16

















 


which the Securities of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.


 


                                                So
long as no Event of Default has occurred and is continuing, the Company shall
have the right at any time during the term of this Security to defer payment of
interest on this Security, at any time or from time to time, for up to
      consecutive
      interest payment periods with respect to
each deferral period, but up to not less than 20 consecutive quarters (each an “Extension
Period”), (during which Extension Periods the Company shall have the right to
make partial payments of interest on any Interest Payment Date, and at the end
of which the Company shall pay all interest then accrued and unpaid (together
with Additional Interest thereon to the extent permitted by applicable law));
provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security; provided, further, that during any
such Extension Period, the Company shall not, and shall not permit any
Subsidiary of the Company to, (i) declare or pay any dividends or distributions
or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Company’s capital stock (which includes common and preferred stock), or (ii) make
any payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt security of the Company (including Securities issued by the
Company pursuant to the Indenture other than the Securities represented by this
certificate) that ranks pari passu with or junior in interest to this Security
or make any guarantee payments with respect to any guarantee by the Company of
the debt securities of any Subsidiaries of the Company (including SCBT
Guarantees other than the Guarantee related to the Preferred Capital Securities
issued by SCBT Capital Trust) if such guarantee ranks pari passu with or junior
in interest to this Security (other than (a) dividends or distributions in
Common Stock of the Company, (b) any declaration of a dividend in
connection with the implementation of a stockholders’ rights plan, or the
issuance of stock under any such plan in the future or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the
SCBT Guarantee related to the Preferred Capital Securities issued by SCBT
Capital Trust, and (d) purchases of Common Stock related to the issuance
of Common Stock or rights under any of the Company’s benefit plans for its
directors, officers or employees). Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period,
provided that such extension does not cause such Extension Period to exceed
      consecutive interest payment periods or to
extend beyond the Stated Maturity. Upon the termination of any such Extension
Period and upon the payment of all amounts then due, and subject to the
foregoing limitation, the Company may elect to begin a new Extension Period. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Trustee, the Property Trustee and the Administrators
of SCBT Capital Trust notice of its election to begin any Extension Period at
least       Business Days prior to the earlier of
(i) the date on which Distributions on the Preferred Capital Securities
would be payable except for the election to begin such Extension Period, or (ii) the
date the Administrators are required to give notice to any automated quotation
system or to holders of such Preferred Capital Securities of the record date or
the date such Distributions are payable, but in any event not less than
       Business Days prior to such record date.


 


17

















 


                                                Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
United States, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as
may be designated by the Person entitled thereto as specified in the Securities
Register. The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, unsecured and will rank junior and subordinate and
subject in right of payments to the prior payment in full of all Senior and
Subordinated Debt, and this Security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such actions as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes. Each Holder
hereof, by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior and Subordinated Debt, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.


 


                                                Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


                                                Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual or facsimile signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


                                                IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


 


SCBT FINANCIAL CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  [President or Vice President]

  



 


 


Section 2.3. Form of Reverse of Security.


 


                                                This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under a
Junior Subordinated Indenture, dated as of
      (herein called the “Indenture”), between
the Company and [Wilmington Trust Company], not in its individual capacity but
solely as Trustee (herein


 


18

















 


called the “Trustee”, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Trustee, the Company and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$      .


 


                                                All
terms used in this Security that are defined in the Indenture and in the Trust
Agreement, dated as of       ,
      , as amended (the “Trust Agreement”), for
SCBT Capital Trust IV among SCBT Financial Corporation, as Depositor, the
Administrators and the Trustees named therein, shall have the meanings assigned
to them in the Indenture or the Trust Agreement, as the case may be.


 


                                                [If
applicable, insert—The Company may at any time, at its option, on or after
      , and subject to the terms and conditions
of Article XI of the Indenture], [if applicable insert—and subject to the
Company having received prior approval of the Board of Governors of the Federal
Reserve System (the “Federal Reserve”) if then required under applicable
capital guidelines or policies of the Federal Reserve] redeem this Security [in
whole at any time] [or in part from time to time], without premium or penalty,
at a redemption price equal to [insert redemption price] to the Redemption
Date.]


 


                                                [If
applicable, insert—Upon the occurrence and during the continuation of a Tax
Event in respect of SCBT Capital Trust, the Company may, at its option, at any
time within 90 days of the occurrence of such Tax Event redeem this Security,
[if applicable, insert—in whole but not in part], subject to the provisions of Section 11.7
and the other provisions of Article XI of the Indenture, at a redemption
price equal to [insert redemption price] to the Redemption Date.


 


                                                [If
applicable, insert—In the event of redemption of this Security in part only, a
new Security or Securities of this series for the portion hereof not redeemed
will be issued in the name of the Holder hereof upon the cancellation hereof.]


 


                                                The
Indenture contains provisions for satisfaction and discharge of the entire
indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.


 


                                                The
Indenture permits, with certain exceptions as therein provided, the Company and
the Trustee at any time to enter into a supplemental indenture or indentures
for the purpose of modifying in any manner the rights and obligations of the
Company and of the Holders of the Securities, with the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities
of each series to be affected by such supplemental indenture. The Indenture
also contains provisions permitting Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such 


 


19

















 


consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


                                                [If
the Security is not a Discount Security,—As provided in and subject to the
provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series may declare the
principal amount of all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), provided that, in the case of the Securities of this series issued
to SCBT Capital Trust, if upon an Event of Default, the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of this
series fails to declare the principal of all the Securities of this series to
be immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the Preferred Capital Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]


 


                                                [If
the Security is a Discount Security,—As provided in and subject to the
provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than such
portion of the principal amount as may be specified in the terms of this series
may declare an amount of principal of the Securities of this series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, in the case of the Securities of
this series issued to a SCBT Capital Trust, if upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal of all the
Securities of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Preferred Capital Securities
then outstanding shall have such right by a notice in writing to the Company
and the Trustee. Such amount shall be equal to [insert formula for determining
the amount]. Upon any such declaration, such amount of the principal of and the
accrued interest (including any Additional Interest) on all the Securities of
this series shall become immediately due and payable, provided that the payment
of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIII
of the Indenture. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the
payment of the principal of and interest, if any, on this Security shall
terminate.]


 


20














 


No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the
Indenture duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


The Securities of this series are issuable only in registered form
without coupons in denominations of minimum denominations of $100,000 and any
integral multiples of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of such
series of a different authorized denomination, as requested by the Holder
surrendering the same.


 


The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and
local tax purposes it is intended that this Security constitute indebtedness.


 


THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.


 


Section 2.4. Additional Provisions Required in Global Security.


 


Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2 and 2.3, bear a legend in substantially
the following form:


 


21

















 


“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY.”


 


Section 2.5. Form of Trustee’s Certificate of
Authentication.


 


This Certificate represents Securities referred to in the within
mentioned Indenture.


 


Dated:


 


	
   

  	
  [WILMINGTON TRUST COMPANY],

  
	
   

  	
  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  



 


 


ARTICLE III


 


THE SECURITIES


 


Section 3.1. Title and Terms.


 


The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers’
Certificate (such Officers’ Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:


 


(a)     the title of the securities of such series, which
shall distinguish the Securities of the series from all other Securities;


 


(b)     the limit, if any, upon the aggregate principal
amount of the Securities of such series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or
11.6 and except for any 


 


22

















 


Securities which, pursuant to Section 3.3, are deemed never to
have been authenticated and delivered hereunder); provided, however, that the
authorized aggregate principal amount of such series may be increased above
such amount by a Board Resolution to such effect;


 


(c)     the Stated Maturity or Maturities on which the
principal of the Securities of such series is payable or the method of
determination thereof;


 


(d)     the rate or rates, if any, at which the Securities
of such series shall bear interest, if any, the rate or rates and extent to
which Additional Interest, if any, shall be payable in respect of any
Securities of such series, the Interest Payment Dates on which such interest
shall be payable, the right, pursuant to Section 3.11 or as otherwise set
forth therein, of the Company to defer or extend an Interest Payment Date, and
the Regular Record Date for the interest payable on any Interest Payment Date
or the method by which any of the foregoing shall be determined;


 


(e)     the place or places where the principal of (and
premium, if any) and interest on the Securities of such series shall be
payable, the place or places where the Securities of such series may be
presented for registration of transfer or exchange, and the place or places
where notices and demands to or upon the Company in respect of the Securities
of such series may be made;


 


(f)      the period or periods within or the date or dates
on which, if any, the price or prices at which and the terms and conditions
upon which the Securities of such series may be redeemed, in whole or in part,
at the option of the Company;


 


(g)     the obligation or the right, if any, of the
Company to prepay, repay or purchase the Securities of such series pursuant to
any sinking fund, amortization or analogous provisions, or at the option of a
Holder thereof, and the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which
and the other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;


 


(h)     the denominations in which any Securities of such
series shall be issuable, if other than denominations of $100,000 and any
integral multiples of $1,000 in excess thereof;


 


(i)      if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and premium, if
any) and interest, if any, on the Securities of the series shall be payable, or
in which the Securities of the series shall be denominated;


 


(j)      the additions, modifications or deletions, if
any, in the Events of Default or covenants of the Company set forth herein with
respect to the Securities of such series;


 


(k)     if other than the principal amount thereof, the
portion of the principal amount of Securities of such series that shall be
payable upon declaration of acceleration of the Maturity thereof;


 


23

















 


(l)      the additions or changes, if any, to this
Indenture with respect to the Securities of such series as shall be necessary to
permit or facilitate the issuance of the Securities of such series in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons;


 


(m)    any index or indices used to determine the amount
of payments of principal of and premium, if any, on the Securities of such
series or the manner in which such amounts will be determined;


 


(n)     whether the Securities of the series, or any
portion thereof, shall initially be issuable in the form of a temporary Global
Security representing all or such portion of the Securities of such series and
provisions for the exchange of such temporary Global Security for definitive
Securities of such series;


 


(o)     if applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such Global
Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.4
and any circumstances in addition to or in lieu of those set forth in Section 3.5
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;


 


(p)     the appointment of any Paying Agent or Agents for
the Securities of such series;


 


(q)     the terms of any right to convert or exchange Securities
of such series into any other securities or property of the Company, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;


 


(r)      the form or forms of the Trust Agreement, Amended
and Restated Trust Agreement and Guarantee Agreement, if different from the
forms attached hereto as Annexes A, B and C, respectively;


 


(s)     the relative degree, if any, to which the
Securities of the series shall be senior to or be subordinated to other series
of Securities in right of payment, whether such other series of Securities are
Outstanding or not; and


 


(t)      any other terms of the Securities of the series
to be issued.


 


All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers’
Certificate or in any such indenture supplemental hereto.


 


24

















 


If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


The Securities shall be subordinated in right of payment to Senior and
Subordinated Debt as provided in Article XIII.


 


Section 3.2. Denominations.


 


The Securities of each series shall be in registered form without
coupons and shall be issuable in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof, unless otherwise specified as
contemplated by Section 3.1.


 


Section 3.3. Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the Company by its
President or one of its Vice Presidents under its corporate seal reproduced or
impressed thereon and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1,
in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be provided with, and (subject to Section 6.2) shall be
fully protected in relying upon, an Opinion of Counsel stating,


 


(1)     if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 2.1,
that such form has been established in conformity with the provisions of this
Indenture;


 


(2)     if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 3.1,
that such terms have been established in conformity with the provisions of this
Indenture; and


 


(3)     that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in 


 


25

















 


accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.


 


If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


 


Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to
the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 3.4. Temporary Securities.


 


Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.


 


If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated 


 


26

















 


for that purpose without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series of authorized denominations having the
same Original Issue Date and Stated Maturity and having the same terms as such
temporary Securities. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


 


Section 3.5. Registration, Transfer and Exchange.


 


The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. Such register is herein sometimes referred to as the “Securities
Register.” The Trustee is hereby appointed “Securities Registrar” for the
purpose of registering Securities and transfers of Securities as herein
provided.


 


Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount,
of the same Original Issue Date and Stated Maturity and having the same terms.


 


At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.


 


All Securities issued upon any transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.


 


Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Securities Registrar) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Securities Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.


 


No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.


 


27

















 


No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.


 


The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:


 


(1)     Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)     Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (ii) has ceased to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to
be so registered to act as depositary, in each case unless the Company has
approved a successor Depositary within 90 days, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global
Security, (C) the Company in its sole discretion determines that such
Global Security will be so exchangeable or transferable or (D) there shall
exist such circumstances, if any, in addition to or in lieu of the foregoing as
have been specified for this purpose as contemplated by Section 3.1.


 


(3)     Subject to Clause (2) above, any exchange of
a Global Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof
shall be registered in such names as the Depositary for such Global Security
shall direct.


 


(4)     Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section, Section 3.4,
3.6, 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such Security is registered in the
name of a Person other than the Depositary for such Global Security or a
nominee thereof.


 


Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any
Security of any series during a period beginning at the opening of business 15
days before the day of selection for redemption of Securities pursuant to Article XI
and ending at the close of business on the day of mailing of notice of
redemption or (b) to transfer or exchange any Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, any portion thereof not to be redeemed.


 


28














 


Section 3.6.
Mutilated, Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same issue and series of
like tenor and principal amount, having the same Original Issue Date and Stated
Maturity, and bearing a number not contemporaneously outstanding.


 


If there shall
be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same issue and series
of like tenor and principal amount, having the same Original Issue Date and
Stated Maturity as such destroyed, lost or stolen Security, and bearing a
number not contemporaneously outstanding.


 


In case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.


 


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


 


Every new
Security issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities
duly issued hereunder.


 


The provisions
of this Section 3.6 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.


 


Section 3.7. Payment of Interest; Interest Rights Preserved.


 


Interest on
any Security of any series which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest in
respect of Securities of such series, except that, 


 


29

















 


unless otherwise provided in
the Securities of such series, interest payable on the Stated Maturity of the
principal of a Security shall be paid to the Person to whom principal is paid.
The initial payment of interest on any Security of any series which is issued
between a Regular Record Date and the related Interest Payment Date shall be
payable as provided in such Security or in the Board Resolution pursuant to Section 3.1
with respect to the related series of Securities.


 


Any interest
on any Security which is payable, but is not timely paid or duly provided for,
on any Interest Payment Date for Securities of such series (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:


 


(1)     The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series in respect of which interest is in
default (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Securities Register not less than 10 days prior to such Special Record Date.
The Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in a newspaper,
customarily published in the English language on each Business Day and of
general circulation in the Borough of Manhattan (an “Authorized Newspaper”),
The City of New York, but such publication shall not be a condition precedent
to the establishment of such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their respective Predecessor
Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).


 


The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of the 


 


30

















 


series in respect of which interest is in default may be listed and,
upon such notice as may be required by such exchange (or by the Trustee if the
Securities are not listed), if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such payment shall be
deemed practicable by the Trustee.


 


Subject to the
foregoing provisions of this Section 3.7, each Security delivered under
this Indenture upon transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Security.


 


Section 3.8. Persons Deemed Owners.


 


The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and (subject to Section 3.7)
any interest on such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


Section 3.9. Cancellation


 


All Securities
surrendered for payment, redemption, transfer or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Securities shall be disposed of by the Trustee
and the Trustee shall deliver to the Company upon its request therefor a
certificate of such disposal.


 


Section 3.10. Computation of Interest.


 


Except as
otherwise specified as contemplated by Section 3.1 for Securities of any
series, interest on the Securities of each series for any period shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Securities of each series for any partial period shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve 30-day months.


 


Section 3.11. Deferrals of Interest Payment Dates.


 


If specified
as contemplated by Section 2.1 or Section 3.1 with respect to the Securities
of a particular series, so long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during the term of
such series, from time to time to 


 


31

















 


defer the payment of interest
on such Securities for such period or periods as may be specified as
contemplated by Section 3.1, but up to not less than 20 consecutive
quarters or five consecutive years (each, an “Extension Period”) during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date. No Extension Period shall end on a date
other than an Interest Payment Date. At the end of any such Extension Period
the Company shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest thereon, if any, at the rate specified for
the Securities of such series to the extent permitted by applicable law);
provided, however, that no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities of such series; provided, further,
that during any such Extension Period, the Company shall not, and shall not
permit any Subsidiary to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company’s capital stock (which includes common and
preferred stock), or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company (including Securities other than the Securities of such series) that
ranks pari passu with or junior in interest to the Securities of such series or
make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any Subsidiary of the Company (including SCBT Guarantees
other than the SCBT Guarantee related to the Preferred Capital Securities
issued by the SCBT Capital Trust holding Securities of such series) if such
guarantee rank pari passu with or junior in interest to the securities of such
series (other than (a) dividends or distributions in Common Stock of the
Company, (b) any declaration of a dividend in connection with the
implementation of a stockholders’ rights plan, or the issuance of stock under
any such plan in the future or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the SCBT Guarantee related to the
Preferred Capital Securities issued by the SCBT Capital Trust holding
Securities of such series, and (d) purchases of Common Stock related to
the issuance of Common Stock or rights under any of the Company’s benefit plans
for its directors, officers or employees). Prior to the termination of any such
Extension Period, the Company may further extend such Extension Period,
provided that such extension does not cause such Extension Period to extend
beyond the Stated Maturity of the principal of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above requirements. No interest shall be due and payable during an Extension
Period, except at the end thereof. The Company shall give the Trustee, the
Property Trustee and the Administrators of the SCBT Capital Trust IV holding
Securities of such series notice of its election of any Extension Period (or an
extension thereof) at least five Business Days prior to the earlier of (i) the
next succeeding date on which Distributions on the Preferred Capital Securities
of the SCBT Capital Trust IV would be payable except for the election to begin
or extend such Extension Period or (ii) the date the Administrators of the
SCBT Capital Trust IV are required to give notice to any automated quotation
system or to holders of such Preferred Capital Securities of the record date or
the date such Distributions are payable, but in any event not less than five
Business Days prior to such record date.


 


32

















 


The Trustee
shall promptly give notice of the Company’s election to begin any such
Extension Period to the Holders of the Outstanding Securities of such series.


 


Section 3.12. Right of Set-Off.


 


[RESERVED]


 


Section 3.13. Agreed Tax Treatment.


 


Each Security
issued hereunder shall provide that the Company and, by its acceptance of a
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Security agree that for United States
Federal, state and local tax purposes it is intended that such Security
constitute indebtedness.


 


Section 3.14. Shortening or Extension of Stated Maturity.


 


If specified
as contemplated by Section 2.1 or Section 3.1 with respect to the
Securities of a particular series, the Company shall have the right to (i) shorten
the Stated Maturity of the principal of the Securities of such series at any
time to any date not earlier than the first date on which the Company has the
right to redeem the Securities of such series, and (ii) extend the Stated
Maturity of the principal of the Securities of such series at any time at its
election for one or more periods, but in no event to a date later than the 49th
anniversary of the first Interest Payment Date following the Original Issue
Date of the Securities of such series; provided that, if the Company elects to
exercise its right to extend the Stated Maturity of the principal of the
Securities of such series pursuant to clause (ii) above, at the time such
election is made and at the time of extension (A) the Company is not in
bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not
in default in the payment of any interest or principal on such Securities, (C) in
the case of any series of Securities issued to the SCBT Capital Trust, the SCBT
Capital Trust is not in arrears on payments of Distributions on the Preferred
Capital Securities issued by the SCBT Capital Trust and no deferred
Distributions are accumulated and (D) such Securities are rated not less
than BBB- by S&P or Baa3 by Moody’s or the equivalent by any other
nationally recognized statistical rating organization. In the event the Company
elects to shorten or extend the Stated Maturity of the Securities of any
series, it shall give notice to the Trustee, and the Trustee shall give notice
of such shortening or extension to the Holders thereof no less than 30 and no
more than 60 days prior to the effectiveness thereof.


 


Section 3.15. CUSIP Numbers.


 


The Company in
issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification 


 


33

















 


numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.


 


ARTICLE IV


 


SATISFACTION
AND DISCHARGE


 


Section 4.1. Satisfaction and Discharge of Indenture


 


This Indenture
shall, upon Company Request, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for and as otherwise provided in this Section 4.1) and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when


 


(1)     either


 


(A)        all
Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.6 and (ii) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or


 


(B)        all
such Securities not theretofore delivered to the Trustee for cancellation


 


(i)      have
become due and payable, or


 


(ii)     will
become due and payable at their Stated Maturity within one year of the date of
deposit, or


 


(iii)    are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, and the Company, in the case of Clause (B) (i),
(ii) or (iii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose an amount in the currency or
currencies in which the Securities of such series are payable sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest (including any Additional Interest) to the date of such deposit
(in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;


 


(2)     the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and


 


34

















 


(3)     the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.6, the obligations of the Trustee
to any Authenticating Agent under Section 6.11 and, if money shall have
been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the
last paragraph of Section 10.3 shall survive such satisfaction and
discharge.


 


Section 4.2. Application of Trust Money


 


Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with
the Trustee pursuant to Section 4.1 shall be held in trust and applied by
the Trustee, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.


 


ARTICLE V


 


REMEDIES


 


Section 5.1. Events of Default.


 


“Event of
Default”, wherever used herein with respect to the Securities of any series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(1)     default
in the payment of any interest upon any Security of that series, including any
Additional Interest in respect thereof, when it becomes due and payable, and
continuance of such default for a period of 30 days (subject to the deferral of
any due date in the case of an Extension Period) or, if later, the conclusion
of a period consisting 20 or more consecutive quarters, commencing with the
quarter following the earliest quarter for which interest (including interest
payments deferred pursuant to Section 3.11) has not been paid in full; or


 


(2)     the
entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive
days; or


 


35

















 


(3)     the
commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or the consent by the Company to the
entry of a decree or order for relief in an involuntary case under any such
law; or


 


(4)     the
SCBT Capital Trust shall have voluntarily or involuntarily dissolved, wound-up
its business or otherwise terminated its existence, except in connection with (i) the
distribution of Securities to holders of the Preferred Capital Securities, (ii) the
redemption of Securities and the related series of Preferred Capital Securities
or (iii) a consolidation, merger, conveyance, transfer or lease permitted
by Section 8.1 of this Indenture; or


 


(5)     any
other Event of Default provided with respect to Securities of that series.


 


Section 5.2. Acceleration of Maturity; Rescission and Annulment.


 


If an Event of
Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if the Securities of that series
are Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Securities of that series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, in the case of the Securities
of a series issued to the SCBT Capital Trust, if, upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series fail to declare the principal of all the
Securities of that series to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the corresponding series of
Preferred Capital Securities then outstanding shall have such right by a notice
in writing to the Company and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Securities of such series shall
become immediately due and payable. Payment of principal and interest
(including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII notwithstanding that
such amount shall become immediately due and payable as herein provided.


 


At any time
after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as provided hereinafter in this Article,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:


 


(1)     the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)        all
overdue installments of interest (including any Additional Interest) on all
Securities of that series,


 


36

















 


(B)         the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and


 


(C)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and


 


(2)     all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due
solely by such acceleration, have been cured or waived as provided in Section 5.13.


 


In the case of
Securities of a series issued to the SCBT Capital Trust, the holders of a
majority in aggregate Liquidation Amount (as defined in the Trust Agreement
under which the SCBT Capital Trust is formed) of the related series of
Preferred Capital Securities issued by the SCBT Capital Trust shall also have
the right to rescind and annul such declaration and its consequences by written
notice to the Company and the Trustee subject to the satisfaction of the
conditions set forth in Clauses (1) and (2) above of this Section 5.2.


 


No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


 


Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


The Company covenants that if:


 


(1)     default
is made in the payment of any installment of interest (including any Additional
Interest) on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, or


 


(2)     default
is made in the payment of the principal of (and premium, if any, on) any
Security at the Maturity thereof, the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal, including
any sinking fund payment or analogous obligations (and premium, if any) and
interest (including any Additional Interest); and, in addition thereto, all
amounts owing the Trustee under Section 6.6.


 


If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the
Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.


 


37

















 


If an Event of
Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.


 


Section 5.4. Trustee May File Proofs of Claim.


 


In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors,


 


(a)     the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal (and premium, if any) or
interest (including any Additional Interest)) shall be entitled and empowered,
by intervention in such proceeding or otherwise,


 


(i)       to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest (including any Additional Interest) owing and unpaid in respect to
the Securities and to file such other papers or documents as may be necessary
or advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to
the Trustee under Section 6.6 allowed in any such judicial proceedings;
and


 


(ii)      in
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same in accordance with Section 5.6; and


 


(b)     any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee for distribution in accordance with
Section 5.6, and in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
to it and any predecessor Trustee under Section 6.6.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors’ or other similar committee.


 


38














 


Section 5.5. Trustee May Enforce Claim Without Possession
of Securities.


 


All rights of
action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.6,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


Section 5.6. Application of Money Collected.


 


Any money or property
collected or to be applied by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal (or premium, if
any) or interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
and any predecessor Trustee under Section 6.6;


 


SECOND:  Subject to Article XIII, to the payment
of the amounts then due and unpaid upon such series of Securities for principal
(and premium, if any) and interest (including any Additional Interest), in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such series of Securities for principal (and premium, if
any) and interest (including any Additional Interest), respectively; and


 


THIRD:  The balance, if any, to the Company.


 


Section 5.7. Limitation on Suits.


 


No Holder of
any Securities of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of
a receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) or for any other remedy hereunder, unless:


 


(1)     such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;


 


(2)     the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


 


39

















 


(3)     such
Holder or Holders have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request;


 


(4)     the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and


 


(5)     no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;


 


it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing itself
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Securities, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.


 


Section 5.8.
Unconditional Right of Holders to Receive Principal, Premium and Interest;
Direct Action by Holders of Preferred Capital Securities.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right which is absolute and unconditional to receive payment of the
principal of (and premium, if any) and (subject to Section 3.7) interest
(including any Additional Interest) on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.  In the case of Securities of a series issued
to the SCBT Capital Trust, any holder of the corresponding series of Preferred
Capital Securities issued by the SCBT Capital Trust shall have the right, upon
the occurrence of an Event of Default described in Section 5.1(1), to
institute a suit directly against the Company for enforcement of payment to
such holder of principal of (premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest) on the Securities having a
principal amount equal to the aggregate Liquidation Amount (as defined in the
Trust Agreement under which the SCBT Capital Trust is formed) of such Preferred
Capital Securities of the corresponding series held by such holder.


 


Section 5.9.
Restoration of Rights and Remedies.


 


If the
Trustee, any Holder or any holder of Preferred Capital Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Preferred Capital Securities, then and in every such case the Company, the
Trustee, the Holders and such holder of Preferred Capital Securities shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee, the 


 


40

















 


Holders and the holders of Preferred Capital Securities shall continue
as though no such proceeding had been instituted.


 


Section 5.10.
Rights and Remedies Cumulative.


 


Except as
otherwise provided in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 5.11.
Delay or Omission Not Waiver.


 


No delay or
omission of the Trustee, any Holder of any Security or any holder of any
Capital Security to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.


 


Every right
and remedy given by this Article or by law to the Trustee or to the
Holders and the right and remedy given to the holders of Preferred Capital
Securities by Section 5.8 may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee, the Holders or the holders of
Preferred Capital Securities, as the case may be.


 


Section 5.12.
Control by Holders.


 


The Holders of
a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series,
provided that:


 


(1)     such
direction shall not be in conflict with any rule of law or with this
Indenture,


 


(2)     the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and


 


(3)     subject
to the provisions of Section 6.2, the Trustee shall have the right to
decline to follow such direction if a Responsible Officer or Officers of the
Trustee shall, in good faith, determine that the proceeding so directed would
be unjustly prejudicial to the Holders not joining in any such direction or
would involve the Trustee in personal liability.


 


41

















 


Section 5.13.
Waiver of Past Defaults.


 


The Holders of
not less than a majority in principal amount of the Outstanding Securities of
any series and, in the case of any Securities of a series issued to the SCBT
Capital Trust, the holders of Preferred Capital Securities issued by the SCBT
Capital Trust may waive any past default hereunder and its consequences with
respect to such series except a default:


 


(1)     in
the payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security of such series, or


 


(2)     in
respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.


 


Any such
waiver shall be deemed to be on behalf of the Holders of all the Securities of
such series or, in the case of a waiver by holders of Preferred Capital
Securities issued by the SCBT Capital Trust, by all holders of Preferred
Capital Securities issued by the SCBT Capital Trust.


 


Upon any such
waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


 


Section 5.14.
Undertaking for Costs.


 


All parties to
this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security on or after the respective Stated Maturities
expressed in such Security.


 


Section 5.15.
Waiver of Usury, Stay or Extension Laws.


 


The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, 


 


42

















 


which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


ARTICLE VI


 


THE TRUSTEE


 


Section 6.1. Certain Duties and Responsibilities.


 


Within 90 days
after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided
in Section 313(c) of the Trust Indenture Act, notice of such default
hereunder known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived. 
However, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on, or any Additional Amounts with respect
to, any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Holders of
Securities of such series.


 


Section 6.2. Certain Rights of Trustee.


 


Subject to the
provisions of Sections 315(a) through 315(d) of the Trust Indenture
Act:


 


(a)     the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, or other paper or document reasonably believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(b)     any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or a Company Order (other than delivery of any
Security to the Trustee for authentication and delivery pursuant to Section 3.3
which shall be sufficiently evidenced as provided therein) and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution
or Board Resolutions;


 


(c)     whenever
in the administration of this Indenture, the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;


 


43

















 


(d)     the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of 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 reliance thereon;


 


(e)     the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders of Securities of any series pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(f)      the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation;


 


(g)     the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;


 


(h)     the
Trustee shall not be liable for any action taken, suffered, omitted to be taken
by it in good faith and reasonably believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture;


 


(i)      the
Trustee shall not be deemed to have notice or knowledge of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture;


 


(j)      the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and to each agent, custodian and other Person employed to act hereunder; and


 


(k)     in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


44

















 


Section 6.3. Not Responsible for Recitals or Issuance of
Securities.


 


The recitals
contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the
Company and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of
the Securities or Coupons.  The Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility and Qualification on Form T-1
supplied to the Company are true and accurate, subject to the qualifications
set forth therein.  The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


Section 6.4. May Hold Securities.


 


The Trustee,
any Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and Coupons
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other Person.


 


Section 6.5. Money Held in Trust.


 


Money held by
the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law and shall be held uninvested.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Company.


 


Section 6.6. Compensation and Reimbursement.


 


The Company
agrees


 


(1)     to
pay to the Trustee from time to time such compensation for all services
rendered by it hereunder as shall be mutually agreed upon by the Company and
the Trustee in writing (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


 


(2)     except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the reasonable expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
shall be determined to have been caused by its own negligence or willful
misconduct; and


 


45

















 


(3)     to
indemnify each of the Trustee and any predecessor Trustee and its agents for,
and to hold them harmless against, any loss, liability, claim, damage or
expense including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) incurred without negligence or willful misconduct
on their part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses
of defending themselves against any claim or liability in connection with the
exercise or performance of any of their powers or duties hereunder.


 


As security
for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities of any series upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any) or interest on
Securities.  When the Trustee incurs
expenses or renders services after an Event of Default occurs, the expenses and
compensation for the services of the Trustee are intended to constitute
expenses of administration under any bankruptcy law or any similar federal or
state law for the relief of debtors.  The
provisions of this Section 606 shall survive the termination of this
Indenture.


 


Section 6.7. Corporate Trustee Required; Eligibility;
Conflicting Interests.


 


There shall at
all times be a Trustee hereunder that is a corporation permitted by Section 310(a)(1) and
(5) of the Trust Indenture Act to act as trustee under the Trust Indenture
Act and 51 that has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.  If the
Trustee has or shall acquire any conflicting interest, as defined in Section 310(b) of
the Trust Indenture Act, with respect to the Securities of any series, the
Trustee shall take such action as is required pursuant to said Section 310(b).


 


Section 6.8. Resignation and Removal; Appointment of Successor.


 


(1)     No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee pursuant to Section 6.9.


 


(2)     The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 6.9 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.


 


(3)     The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of 


 


46

















 


such series, delivered to the Trustee and the Company.  If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(4)   If
at any time:


 


(a)     the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of
the Trust Indenture Act after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or


 


(b)     the
Trustee shall cease to be eligible under Section 6.7 and shall fail to
resign after written request therefor by the Company or by any such Holder of a
Security, or


 


(c)     the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case


 


(i)      the
Company, by or pursuant to a Board Resolution, may remove the Trustee with
respect to all Securities, or


 


(ii)     subject
to Section 315(e) of the Trust Indenture Act, any Holder of a
Security who has been a bona fide Holder of a Security of any series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees.


 


(5)     If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.9.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.9, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the 


 


47

















 


successor
Trustee appointed by the Company.  If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 6.9, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(6)     The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Security Register.  If Securities of such
series are issued as Bearer Securities, the Company shall publish notice of
such event once in an Authorized Newspaper. 
Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.


 


Section 6.9. Acceptance of Appointment by Successor.


 


(1)     In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee.  On the request of the Company and/or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 6.6.


 


(2)     In
case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which


 


(a)     shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates,


 


(b)     if
the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, 


 


48

















 


powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and


 


(c)     shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee.


 


Herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates have no further responsibility for the exercise
of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture other than as hereinafter expressly
set forth, and each such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.


 


(3)     Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph (1) or
(2) of this Section, as the case may be.


 


(4)     No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this Article VI.


 


Section 6.10. Merger, Conversion, Consolidation or Succession
to Business.


 


(1)     Without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, (1) any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or


 


(2)     any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or


 


49














 


(3)     any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
otherwise qualified and eligible under this Article VI. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.11. Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating Agent or Authenticating
Agents, which may be an Affiliate of the Company, with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of that or those series issued upon original issue
or exchange, registration of transfer or partial redemption or pursuant to Section 3.6.
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.


 


Each Authenticating Agent shall be acceptable to the Company and,
except as specified as contemplated by Section 3.1, shall at all times


 


(1)     be a corporation that would be permitted by
Section 310(a)(1) and (5) of the Trust Indenture Act to be able
to act as a trustee under an indenture qualified under the Trust Indenture Act,


 


(2)     be authorized under applicable law and by
its charter to act as such, and


 


(3)     have a combined capital and surplus
(computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of not less that $50,000,000.


 


If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.
If the Authenticating Agent has or shall acquire any conflicting interest, as
defined in Section 310(b) of the Trust Indenture Act, with respect to
the Securities of any series, the Authenticating Agent shall take such action
as is required pursuant to said Section 310(b).


 


Without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent,


 


50

















 


(a)     any corporation into which an
Authenticating Agent may be merged or converted or with which it may be
consolidated, or


 


(b)     any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a
party, or


 


(c)     any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue
to be an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section.


 


An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. At such time, the Trustee shall
also


 


(i)      mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Securities Register, and


 


(ii)     if Securities of the series are issued as
bearer securities, publish notice of such appointment at least once in an
Authorized Newspaper.


 


Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 


The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments.


 


The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.


 


If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee’s certificate of authentication, an
alternate certificate of authentication in the following form:


 


This Certificate represents Securities referred to in the
within-mentioned Indenture.


 


51

















 


Dated:


 


	
   

  	
  [WILMINGTON TRUST COMPANY],

  
	
   

  	
  not in its individual capacity but solely
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


If all of the Securities of any series may
not be originally issued at one time, and if the Trustee does not have an
office capable of authenticating Securities upon original issuance located in a
Place of Payment where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not comply with Section 102) by the Company, shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.


 


The Trustee is hereby appointed as an
Authenticating Agent.


 


ARTICLE VII


 


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


Section 7.1. Company to Furnish Trustee Names and Addresses of
Holders.


 


The Company will furnish or cause to be
furnished to the Trustee:


 


(a)     not more than 15 days after
[      ,       ,
      , and
      in each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
      ,       ,
      , and
      of such year.]


 


(b)     at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished, excluding from any such list names
and addresses received by the Trustee in its capacity as Securities Registrar.


 


Section 7.2. Preservation of Information, Communications to
Holders.


 


(a)     The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 7.1
and the names and addresses of Holders received by the Trustee in its


 


52

















 


capacity as Securities Registrar. The Trustee
may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.


 


(b)     The rights of Holders to communicate with
other Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall
be as provided in the Trust Indenture Act.


 


(c)     Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of information as to the names and
addresses of the Holders made pursuant to the Trust Indenture Act.


 


Section 7.3. Reports by Trustee.


 


(a)     The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act, at the times and in the manner
provided pursuant thereto.


 


(b)     Reports so required to be transmitted at
stated intervals of not more than 12 months shall be transmitted no later than January 31
in each calendar year, commencing with the first January 31 after the
first issuance of Securities under this Indenture.


 


(c)     A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Securities are listed and also with the Commission. The
Company will notify the Trustee when any Securities are listed on any stock
exchange.


 


Section 7.4. Reports by Company.


 


The Company shall file with the Trustee and
with the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act shall be filed with the Trustee within 15 days after the same
is actually filed with the Commission. Notwithstanding that the Company may not
be required to remain subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Company shall continue to file with the
Commission and provide the Trustee with the annual reports and the information,
documents and other reports which are specified in Sections 13 and 15(d) of
the Exchange Act. The Company also shall comply with the other provisions of
Trust Indenture Act Section 314(a).


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive or other notice of any
information contained therein or determinable from information contained
therein,


 


53

















 


including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled or rely exclusively on Officers’
Certificates).


 


ARTICLE VIII


 


CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE


 


Section 8.1. Company May Consolidate, Etc., Only on
Certain Terms.


 


The Company shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:


 


(1)     in case the Company shall consolidate with
or merge into another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the corporation formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets
of the Company substantially as an entirety shall be a corporation, partnership
or trust organized and existing under the laws of the United States of America
or any State or the District of Columbia, and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest (including any Additional Interest) on all
the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;


 


(2)     immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have happened and be
continuing;


 


(3)     in the case of the Securities of a series
issued to the SCBT Capital Trust, such consolidation, merger, conveyance,
transfer or lease is permitted under the Trust Agreement and the SCBT Guarantee
and does not give rise to any breach or violation of the Trust Agreement or the
SCBT Guarantee; and


 


(4)     the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and any such supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with; and
the Trustee, subject to Section 6.2, may rely upon such Officers’
Certificate and Opinion of Counsel as conclusive evidence that such transaction
complies with this Section 8.1.


 


54

















 


Section 8.2. Successor Corporation Substituted.


 


Upon any consolidation or merger by the
Company with or into any other Person, or any conveyance, transfer or lease by
the Company of its properties and assets substantially as an entirety to any
Person in accordance with Section 8.1, the successor corporation formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and in the event of any such conveyance, transfer or lease the Company
shall be discharged from all obligations and covenants under the Indenture and
the Securities and may be dissolved and liquidated.


 


Such successor Person may cause to be signed,
and may issue either in its own name or in the name of the Company, any or all
of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor Person instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


 


In case of any such consolidation, merger,
sale, conveyance or lease, such changes in phraseology and form may be made in
the Securities thereafter to be issued as may be appropriate.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


Section 9.1. Supplemental Indentures without Consent of Holders.


 


Without the consent of any Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustee (provided, however, that the form and terms
of Securities of any series may be established by a Board Resolution, as set
forth in the Officers’ Certificate delivered to the Trustee pursuant to Section 3.1,
without entering into a supplemental indenture for all purposes hereunder) for
any of the following purposes:


 


(1)     to evidence the succession of another
Person to the Company, and the assumption by any such successor of the
covenants of the Company herein and in the Securities contained; or


 


55

















 


(2)     to convey, transfer, assign, mortgage or
pledge any property to or with the Trustee or to surrender any right or power
herein conferred upon the Company; or


 


(3)     to establish the form or terms of
Securities of any series as permitted by Sections 2.1 or 3.1; or


 


(4)     to add to the covenants of the Company for
the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon the
Company; or


 


(5)     to add any additional Events of Default for
the benefit of the Holders of all or any series of Securities (and if such
additional Events of Default are to be for the benefit of less than all series
of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or


 


(6)     to add to, change or eliminate any of the
provisions of this Indenture in respect to one or more series of Securities;
provided, however, that any such addition, change or elimination (i) shall
neither (A) apply to any Security of any series issued prior to the
execution of such supplemental indenture and entitled to the benefit of such
provision nor (B) modify the rights of the Holder of any such pre-existing
series of any Security with respect to the application of such provision to
such pre-existing series of a Security or (ii) shall become effective only
when there is no such pre-existing series of a Security outstanding; or


 


(7)     to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture, provided that such action pursuant to
this clause (7) shall not adversely affect the interest of the Holders of
Securities of any series in any material respect or, in the case of the
Securities of a series issued to the SCBT Capital Trust and for so long as any
of the corresponding series of Preferred Capital Securities issued by the SCBT
Capital Trust shall remain outstanding, the holders of such Preferred Capital
Securities; or


 


(8)     to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11; or


 


(9)     to comply with the requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the Trust Indenture Act.


 


56

















 


Section 9.2. Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 


(1)     except to the extent permitted by Section 3.11
or as otherwise specified as contemplated by Section 2.1 or Section 3.1
with respect to the deferral of the payment of interest on the Securities of
any series, change the Stated Maturity of the principal of, or any installment
of interest (including any Additional Interest) on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or reduce any premium
payable upon the redemption thereof, or reduce the amount of principal of a Discount
Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2, or change the place of
payment where, or the coin or currency in which, any Security or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


 


(2)     reduce the percentage in principal amount
of the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or


 


(3)     modify any of the provisions of this
Section, Section 5.13 or Section 10.5, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Security
affected thereby; or


 


(4)     modify the provisions in Article XIII
of this Indenture with respect to the subordination of Outstanding Securities
of any series in a manner adverse to the Holders thereof; provided, further,
that, in the case of the Securities of a series issued to the SCBT Capital
Trust, so long as any of the corresponding series of Preferred Capital
Securities issued by the SCBT Capital Trust remains outstanding, (i) no
such amendment shall be made that adversely affects the holders of such
Preferred Capital Securities in any material respect, and no termination of
this Indenture shall occur, and no waiver of any Event of Default or compliance
with any covenant under this Indenture shall be effective, without the prior
consent of the holders of at least a majority of the aggregate liquidation
preference of such Preferred Capital Securities then outstanding unless and
until the principal (and premium, if any) of the Securities of such series and
all accrued and (subject to Section 3.7), unpaid interest (including


 


57

















 


any Additional Interest) thereon have been
paid in full and (ii) no amendment shall be made to Section 5.8 of
this Indenture that would impair the rights of the holders of Preferred Capital
Securities provided therein without the prior consent of the holders of each
Preferred Capital Security then outstanding unless and until the principal (and
premium, if any) of the Securities of such series and all accrued and (subject
to Section 3.7) unpaid interest (including any Additional Interest)
thereon have been paid in full.


 


A supplemental indenture that changes or
eliminates any covenant or other provision of this Indenture that has expressly
been included solely for the benefit of one or more particular series of
Securities or Preferred Capital Securities, or which modifies the rights of the
Holders of Securities or holders of Preferred Capital Securities of such series
with respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities or holders of
Preferred Capital Securities of any other series.


 


It shall not be necessary for any Act of
Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.


 


Section 9.3. Execution of Supplemental Indentures.


 


In executing or accepting the additional
series of Securities created by any supplemental indenture permitted by this Article or
the modifications thereby of any series of Securities previously created by
this Indenture, the Trustee shall be provided with, and (subject to Section 6.2)
shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture, and that all conditions precedent
have been complied with. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Section 9.4. Effect of Supplemental Indentures.


 


Upon the execution of any supplemental
indenture under this Article IX or delivery to the Trustee of the Officers’
Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate
shall have the effect of a supplemental indenture for all purposes hereunder),
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


 


Section 9.5. Conformity with Trust Indenture Act.


 


Every supplemental indenture executed
pursuant to this Article IX and every Officers’ Certificate delivered to
the trustee pursuant to Section 3.1 hereof shall conform to the
requirements of the Trust Indenture Act as then in effect.


 


58

















 


Section 9.6. Reference in Securities to Supplemental Indentures.


 


Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article IX or
delivery to the Trustee of the Officers’ Certificate pursuant to Section 3.1
hereof (which Officers’ Certificate shall have the effect of a supplemental
indenture for all purposes hereunder) may, and shall if required by the
Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture or such Officers’ Certificate. If
the Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Company, to any such supplemental indenture or such
Officer’s Certificate may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


 


ARTICLE X


 


COVENANTS


 


Section 10.1. Payment of Principal, Premium and Interest.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Securities of that
series in accordance with the terms of such Securities and this Indenture.


 


Section 10.2. Maintenance of Office or Agency.


 


The Company will maintain in each Place of
Payment for any series of Securities, an office or agency where Securities of
that series may be presented or surrendered for payment and an office or agency
where Securities of that series may be surrendered for transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company initially appoints
the Trustee, acting through its Corporate Trust Office, as its agent for said
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the Company
shall fail to maintain such office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


The Company may also from time to time
designate one or more other offices or agencies where the Securities may be
presented or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation and any change in the location of any such
office or agency.


 


59














 


Section 10.3. Money for Security Payments to be Held in Trust.


 


If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or
before each due date of the principal of (and premium, if any) or interest on
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its failure so to act.


 


Whenever the Company shall have one or more
Paying Agents, it will, prior to 10:00 a.m. New York City time on each due
date of the principal of or interest on any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal and premium (if any) or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its failure so to act.


 


The Company will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 10.3, that such Paying Agent will:


 


(1)     hold all sums held by it for the payment of
the principal of (and premium, if any) or interest on Securities in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;


 


(2)     give the Trustee notice of any default by
the Company (or any other obligor upon the Securities) in the making of any
payment of principal (and premium, if any) or interest:


 


(3)     at any time during the continuance of any
such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent; and


 


(4)     comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent.


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or 


 


60

















 


interest has become due and payable shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property
law) be paid on Company Request to the Company, or (if then held by the
Company) shall (unless otherwise required by mandatory provision of applicable
escheat or abandoned or unclaimed property law) be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.


 


Section 10.4. Statement as to Compliance.


 


The Company shall deliver to the Trustee,
within 120 days after the end of each calendar year of the Company ending after
the date hereof, an Officers’ Certificate covering the preceding calendar year,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance, observance or fulfillment of or compliance
with any of the terms, provisions, covenants and conditions of this Indenture,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. For the purpose of
this Section 10.4, compliance shall be determined without regard to any
grace period or requirement of notice provided pursuant to the terms of this
Indenture.


 


Section 10.5. Waiver of Certain Covenants.


 


The Company may omit in any particular
instance to comply with any covenant or condition provided pursuant to Sections
3.1, 9.1(3), or 9.1(4) with respect to the Securities of any series, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect.


 


Section 10.6. Additional Sums.


 


In the case of the Securities of a series
issued to the SCBT Capital Trust, so long as no Event of Default has occurred
and is continuing and except as otherwise specified as contemplated by Section 2.1
or Section 3.1, in the event that (i) the SCBT Capital Trust is the
Holder of all of the Outstanding Securities of such series, (ii) a Tax
Event in respect of the


 


61

















 


SCBT Capital Trust shall have occurred and be continuing and (iii) the
Company shall not have (A) redeemed the Securities of such series pursuant
to Section 11.7(b) or (B) terminated the SCBT Capital Trust
pursuant to Section 9.2(b) of the related Trust Agreement, the
Company shall pay to the SCBT Capital Trust (and its permitted successors or
assigns under the Trust Agreement) for so long as the SCBT Capital Trust (or
its permitted successor or assignee) is the registered holder of any Securities
of such series, such additional amounts as may be necessary in order that the
amount of Distributions (including any Additional Amounts (as defined in the
Trust Agreement)) then due and payable by the SCBT Capital Trust on the related
Preferred Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes (the “Additional Sums”). Whenever in this
Indenture or the Securities there is a reference in any context to the payment
of principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or would
be payable in respect thereof pursuant to the provisions of this paragraph and
express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 3.11 or
the Securities shall not defer the payment of any Additional Sums that may be
due and payable.


 


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Section 10.7. Additional Covenants.


 


The Company covenants and agrees with each
Holder of Securities of any series that it shall not, and it shall not permit
any Subsidiary of the Company to, (a) declare or pay any dividends or
distributions on, or redeem purchase, acquire or make a liquidation payment
with respect to, any shares of the Company’s capital stock (which includes
common and preferred stock), or (b) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company (including Securities other than the Securities of
such series) that rank pari passu with or junior in interest to the Securities
of such series or make any guarantee payments with respect to any guarantee by
the Company of debt securities of any subsidiary of the Company (including the
SCBT Guarantee other than the SCBT Guarantee related to the Preferred Capital
Securities issued by the SCBT Capital Trust holding Securities of such series)
if such guarantee ranks pari passu with or junior in interest to the Securities
(other than (a) dividends or distributions in Common Stock of the Company,
(b) any declaration of a dividend in connection with the implementation of
a rights plan or the issuance of stock under any such plan or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the
SCBT Guarantee related to the Preferred Capital Securities issued by the SCBT
Capital Trust holding Securities of such series, and (d) purchases of
Common Stock related to the issuance of Common Stock or rights under any of the
Company’s benefit plans for its directors, officers or employees) if at such
time (i) there shall have occurred any event of which the Company has
actual knowledge that (A) with the giving of notice or the lapse of time
or both, would constitute an Event of Default with respect to the Securities of
such series and (B) in respect of which the Company shall not have taken
reasonable steps to cure, (ii) if the Securities of such series are held
by the SCBT Capital Trust, the Company shall be in default with respect to its
payment of any obligations under the SCBT Guarantee relating to the Preferred
Capital Securities issued by the SCBT Capital Trust or (iii) the Company
shall have given notice of its election to begin an Extension Period with
respect to the Securities of such series as provided herein and shall not have
rescinded such notice, or such Extension Period, or any extension thereof,
shall be continuing.


 


The Company also covenants with each Holder
of Securities of a series issued to the SCBT Capital Trust (i) to maintain
directly or indirectly 100% ownership of the Common Securities of the SCBT
Capital Trust; provided, however, that any permitted successor of the Company
hereunder may succeed to the Company’s ownership of such Common Securities, (ii) not
to voluntarily terminate, wind-up or liquidate the SCBT Capital Trust, except (a) in
connection with a distribution of the Securities of such series to the holders
of Trust Securities in liquidation of the SCBT Capital Trust or (b) in
connection with certain mergers, consolidations or amalgamations permitted by
the related Trust Agreement and (iii) to use its reasonable efforts,
consistent with the terms and provisions of such Trust Agreement, to cause the
SCBT Capital Trust to remain classified as a grantor trust and not an
association taxable as a corporation for United States federal income tax
purposes.


 


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ARTICLE XI


 


REDEMPTION OF SECURITIES


 


Section 11.1. Applicability of This Article.


 


Redemption of Securities of any series
(whether by operation of a sinking fund or otherwise) as permitted or required
by any form of Security issued pursuant to this Indenture shall be made in
accordance with such form of Security and this Article; provided, however, that
if any provision of any such form of Security shall conflict with any provision
of this Article, the provision of such form of Security shall govern. Except as
otherwise set forth in the form of Security for such series, each Security of
such series shall be subject to partial redemption only in the amount of
$100,000 or, in the case of the Securities of a series issued to a SCBT Capital
Trust, $100,000, or integral multiples of $1,000 in excess thereof.


 


Section 11.2. Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution. In case of
any redemption at the election of the Company of less than all of the
Securities of any particular series and having the same terms, the Company
shall, not less than 30 nor more than 60 days prior to the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such date and of the principal amount of Securities of that series to be
redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities,
the Company shall furnish the Trustee with an Officers’ Certificate and an
Opinion of Counsel evidencing compliance with such restriction.


 


Section 11.3. Selection of Securities to be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified
tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security of
such series, provided that the portion of the principal amount of any Security
not redeemed shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all
the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.


 


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The Trustee shall promptly notify the Company
in writing of the Securities selected for partial redemption and the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed. If the Company shall so direct, Securities
registered in the name of the Company, any Affiliate or any Subsidiary thereof shall
not be included in the Securities selected for redemption.


 


Section 11.4. Notice of Redemption.


 


Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not later than the thirtieth day, and
not earlier than the sixtieth day, prior to the Redemption Date, to each Holder
of Securities to be redeemed, at the address of such Holder as it appears in
the Securities Register.


 


With respect to Securities of each series to
be redeemed, each notice of redemption shall state:


 


(a)     the Redemption Date;


 


(b)     the Redemption Price;


 


(c)     if less than all Outstanding Securities of
such particular series and having the same terms are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed;


 


(d)     that on the Redemption Date, the Redemption
Price will become due and payable upon each such Security or portion thereof,
and that interest thereon, if any, shall cease to accrue on and after said
date;


 


(e)     the place or places where such Securities
are to be surrendered for payment of the Redemption Price; and


 


(f)      that the redemption is for a sinking fund,
if such is the case.


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at
the Company’s request (upon it giving 5 Business Days advance notice to the
Trustee), by the Trustee in the name and at the expense of the Company and
shall not be irrevocable. The notice if mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, a failure to give such notice by mail
or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.


 


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Section 11.5. Deposit of Redemption Price.


 


Prior to 10:00 a.m. New York City time
on the Redemption Date specified in the notice of redemption given as provided
in Section 11.4, the Company will deposit with the Trustee or with one or
more Paying Agents (or if the Company is acting as its own Paying Agent, the
Company will segregate and hold in trust as provided in Section 10.3) an
amount of money sufficient to pay the Redemption Price of, and any accrued
interest (including Additional Interest) on, all the Securities which are to be
redeemed on that date.


 


Section 11.6. Payment of Securities Called for Redemption.


 


If any notice of redemption has been given as
provided in Section 11.4, the Securities or portion of Securities with
respect to which such notice has been given shall become due and payable on the
date and at the place or places stated in such notice at the applicable
Redemption Price. On presentation and surrender of such Securities at a Place
of Payment in said notice specified, the said securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with accrued interest (including any Additional Interest) to
the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 3.7.


 


Upon presentation of any Security redeemed in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the portion of the Security not redeemed so presented
and having the same Original Issue Date, Stated Maturity and terms. If a Global
Security is so surrendered, such new Security will also be a new Global
Security.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal of and
premium, if any, on such Security shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.


 


Section 11.7. Right of Redemption of Securities Initially
Issued to a SCBT Capital Trust.


 


In the case of the Securities of a series
initially issued to a SCBT Capital Trust, except as otherwise specified as
contemplated by Section 3.1, the Company, at its option, may redeem such
Securities (i) on or after the date five years after the Original Issue
Date of such Securities, in whole at any time or in part from time to time, or (ii) upon
the occurrence and during the continuation of a Tax Event, at any time within
90 days following the occurrence of such Tax Event in respect of such SCBT
Capital Trust, in whole (but not in part), in each case at a Redemption Price
equal to 100% of the principal amount thereof.


 


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ARTICLE XII


 


SINKING FUNDS


 


Section 12.1. Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series
except as otherwise specified as contemplated by Section 3.1 for such
Securities.


 


The minimum amount of any sinking fund
payment provided for by the terms of any Securities of any series is herein
referred to as a “mandatory sinking fund payment”, and any sinking fund payment
in excess of such minimum amount which is permitted to be made by the terms of
such Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of any Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of such
Securities.


 


Section 12.2. Satisfaction of Sinking Fund Payments with
Securities.


 


In lieu of making all or any part of a
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option, at any time no more than 16 months and no
less than 30 days prior to the date on which such sinking fund payment is due,
deliver to the Trustee Securities of such series (together with the unmatured
coupons, if any, appertaining thereto) theretofore purchased or otherwise
acquired by the Company, except Securities of such series that have been
redeemed through the application of mandatory or optional sinking fund payments
pursuant to the terms of the Securities of such series, accompanied by a
Company Order instructing the Trustee to credit such obligations and stating
that the Securities of such series were originally issued by the Company by way
of bona fide sale or other negotiation for value; provided that the Securities
to be so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
redemption price for such Securities, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.


 


Section 12.3. Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash in the currency in which the Securities of such series are payable (except
as provided pursuant to Section 3.1) and the portion thereof, if any,
which is to be satisfied by delivering and crediting


 


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Securities pursuant to Section 12.2 and will also deliver to the
Trustee any Securities to be so delivered. Such Officers’ Certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such Officers’ Certificate (or, as required by this Indenture, the
Securities and coupons, if any, specified in such Officers’ Certificate), the
sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory
sinking fund payment without the right to deliver or credit securities as
provided in Section 12.2 and without the right to make the optional sinking
fund payment with respect to such series at such time.


 


Any sinking fund payment or payments
(mandatory or optional) made in cash plus any unused balance of any preceding
sinking fund payments made with respect to the Securities of any particular
series shall be applied by the Trustee (or by the Company if the Company is
acting as its own Paying Agent) on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment
date, on the sinking fund payment date immediately following the date of such
payment) to the redemption of Securities of such series at the Redemption Price
specified in such Securities with respect to the sinking fund. Any sinking fund
moneys not so applied or allocated by the Trustee (or, if the Company is acting
as its own Paying Agent, segregated and held in trust by the Company as
provided in Section 10.3) for such series and together with such payment
(or such amount so segregated) shall be applied in accordance with the
provisions of this Section 12.3. Any and all sinking fund moneys with
respect to the Securities of any particular series held by the Trustee (or if
the Company is acting as its own Paying Agent, segregated and held in trust as
provided in Section 10.3) on the last sinking fund payment date with
respect to Securities of such series and not held for the payment or redemption
of particular Securities of such series shall be applied by the Trustee (or by
the Company if the Company is acting as its own Paying Agent), together with
other moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Securities of such series at
Maturity. The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Section 11.6. On or before each
sinking fund payment date, the Company shall pay to the Trustee (or, if the
Company is acting as its own Paying Agent, the Company shall segregate and hold
in trust as provided in Section 10.3) in cash a sum in the currency in
which Securities of such series are payable (except as provided pursuant to Section 3.1)
equal to the principal and any interest accrued to the Redemption Date for
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 12.3.


 


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Neither the Trustee nor the Company shall
redeem any Securities of a series with sinking fund moneys or mail any notice
of redemption of Securities of such series by operation of the sinking fund for
such series during the continuance of a default in payment of interest, if any,
on any Securities of such series or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
the Securities of such series, except that if the notice of redemption shall have
been provided in accordance with the provisions hereof, the Trustee (or the
Company, if the Company is then acting as its own Paying Agent) shall redeem
such Securities if cash sufficient for that purpose shall be deposited with the
Trustee (or segregated by the Company) for that purpose in accordance with the
terms of this Article XII. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default
shall occur and any moneys thereafter paid into such sinking fund shall, during
the continuance of such default or Event of Default, be held as security for
the payment of the Securities and coupons, if any, of such series; provided,
however, that in case such default or Event of Default shall have been cured or
waived herein, such moneys shall thereafter be applied on the next sinking fund
payment date for the Securities of such series on which such moneys may be
applied pursuant to the provisions of this Section 12.3.


 


ARTICLE XIII


 


SUBORDINATION OF SECURITIES


 


Section 13.1. Securities Subordinate to Senior and Subordinated
Debt.


 


The Company covenants and agrees, and each
Holder of a Security, by its acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article XIII,
the payment of the principal of (and premium, if any) and interest (including
any Additional Interest) on each and all of the Securities are hereby expressly
made subordinate and subject in right of payment to the prior payment in full
of all amounts then due and payable in respect of all Senior and Subordinated
Debt.


 


Section 13.2. Payment Over of Proceeds Upon Dissolution, Etc.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company (each such
event, if any, herein sometimes referred to as a “Proceeding”), then the
holders of Senior and Subordinated Debt shall be entitled to receive payment in
full of Allocable Amounts of such Senior and Subordinated Debt, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior and Subordinated Debt, before the
Holders of the Securities are entitled to receive or retain any payment or
distribution of any kind or character, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company subordinated to the
payment of the Securities, such payment or distribution being hereinafter
referred to as a “Junior


 


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Subordinated Payment”), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Securities or on account
of the purchase or other acquisition of Securities by the Company or any
Subsidiary and to that end the holders of Senior and Subordinated Debt shall be
entitled to receive, for application to the payment thereof, any payment or
distribution of any kind or character, whether in cash, property or securities,
including any Junior Subordinated Payment, which may be payable or deliverable
in respect of the Securities in any such Proceeding.


 


In the event that, notwithstanding the
foregoing provisions of this Section 13.2, the Trustee or the Holder of
any Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
including any Junior Subordinated Payment, before all Allocable Amounts of all
Senior and Subordinated Debt are paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior and Subordinated Debt, and if such fact shall, at or prior to
the time of such payment or distribution, have been made known to the Trustee
or, as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Allocable Amounts of all Senior and Subordinated Debt
remaining unpaid, to the extent necessary to pay all Allocable Amounts of all
Senior and Subordinated Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior and Subordinated Debt.


 


For purposes of this Article XIII only,
the words “any payment or distribution of any kind or character, whether in
cash, property or securities” shall not be deemed to include shares of stock of
the Company as reorganized or readjusted, or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment
which securities are subordinated in right of payment to all then outstanding
Senior and Subordinated Debt to substantially the same extent as the Securities
are so subordinated as provided in this Article XIII. The consolidation of
the Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the sale of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Article VIII shall not be
deemed a Proceeding for the purposes of this Section 13.2 if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article VIII.


 


Section 13.3. Prior Payment to Senior and Subordinated Debt
Upon Acceleration of Securities.


 


In the event that any Securities are declared
due and payable before their Stated Maturity, then and in such event the
holders of the Senior and Subordinated Debt outstanding at the time such
Securities so become due and payable shall be entitled to receive payment in


 


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full of all Allocable Amounts due on or in respect of such Senior and
Subordinated Debt (including any amounts due upon acceleration), or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior and Subordinated Debt, before the Holders
of the Securities are entitled to receive any payment or distribution of any
kind or character, whether in cash, properties or securities (including any
Junior Subordinated Payment) by the Company on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary; provided, however, that nothing in this Section 13.3
shall prevent the satisfaction of any sinking fund payment in accordance with
this Indenture or as otherwise specified as contemplated by Section 3.1
for the Securities of any series by delivering and crediting pursuant to Section 12.2
or as otherwise specified as contemplated by Section 3.1 for the
Securities of any series Securities which have been acquired (upon redemption
or otherwise) prior to such declaration of acceleration.


 


In the event that, notwithstanding the
foregoing, the Company shall make any payment to the Trustee or the Holder of
any Security prohibited by the foregoing provisions of this Section 13.3,
and if such fact shall, at or prior to the time of such payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such
event such payment shall be paid over and delivered forthwith to the Company.


 


The provisions of this Section 13.3
shall not apply to any payment with respect to which Section 13.2 would be
applicable.


 


Section 13.4. No Payment When Senior and Subordinated Debt in
Default.


 


In the event and during the continuation of
any default in the payment of principal of (or premium, if any) or interest on
any Senior and Subordinated Debt, or in the event that any event of default
with respect to any Senior and Subordinated Debt shall have occurred and be
continuing and shall have resulted in such Senior and Subordinated Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event
any judicial proceeding shall be pending with respect to any such default in
payment or such event or default, then no payment or distribution of any kind
or character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest (including any Additional Interest), if any,
on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any Subsidiary, in each case unless and until all
Allocable Amounts of such Senior and Subordinated Debt are paid in full;
provided, however, that nothing in this Section 13.4 shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or
as otherwise specified as contemplated by Section 3.1 for the Securities
of any series by delivering and crediting pursuant to Section 12.2 or as
otherwise specified as contemplated by Section 3.1 for the Securities of
any series Securities which have


 


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been acquired (upon redemption or otherwise) prior to such default in
payment or event of default.


 


In the event that, notwithstanding the
foregoing, the Company shall make any payment to the Trustee or the Holder of
any Security prohibited by the foregoing provisions of this Section 13.4,
and if such fact shall, at or prior to the time of such payment, have been made
known to the Trustee or, as the case may be, such Holder, then and in such
event such payment shall be paid over and delivered forthwith to the Company.


 


The provisions of this Section 13.4
shall not apply to any payment with respect to which Section 13.2 would be
applicable.


 


Section 13.5. Payment Permitted if No Default.


 


Nothing contained in this Article XIII
or elsewhere in this Indenture or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any Proceeding referred to
in Section 13.2 or under the conditions described in Sections 13.3 and
13.4, from making payments at any time of principal of (and premium, if any) or
interest (including Additional Interest) on the Securities, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest) on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article XIII.


 


Section 13.6. Subrogation to Rights of Holders of Senior and
Subordinated Debt.


 


Subject to the payment in full of all amounts
due or to become due on all Senior and Subordinated Debt, or the provision for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior and Subordinated Debt, the Holders of the Securities
shall be subrogated to the extent of the payments or distributions made to the
holders of such Senior and Subordinated Debt pursuant to the provisions of this
Article XIII (equally and ratably with the holders of all indebtedness of
the Company which by its express terms is subordinated to Senior and
Subordinated Debt of the Company to substantially the same extent as the
Securities are subordinated to the Senior and Subordinated Debt and is entitled
to like rights of subrogation by reason of any payments or distributions made
to holders of such Senior and Subordinated Debt) to the rights of the holders
of such Senior and Subordinated Debt to receive payments and distributions of
cash, property and securities applicable to the Senior and Subordinated Debt
until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior and Subordinated Debt of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article XIII to the holders of
Senior and Subordinated Debt by Holders of the Securities


 


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or the Trustee, shall, as among the Company, its creditors other than
holders of Senior and Subordinated Debt, and the Holders of the Securities, be
deemed to be a payment or distribution by the Company to or on account of the
Senior and Subordinated Debt.


 


Section 13.7. Provisions Solely to Define Relative Rights.


 


The provisions of this Article XIII are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior and
Subordinated Debt on the other hand. Nothing contained in this Article XIII
or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as between the Company and the Holders of the Securities, the obligations of
the Company, which are absolute and unconditional, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest (including any
Additional Interest) on the Securities as and when the same shall become due
and payable in accordance with their terms; or (b) affect the relative
rights against the Company of the Holders of the Securities and creditors of
the Company other than their rights in relation to the holders of Senior and
Subordinated Debt; or (c) prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture including, without limitation, filing and
voting claims in any Proceeding, subject to the rights, if any, under this Article XIII
of the holders of Senior and Subordinated Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section 13.8. Trustee to Effectuate Subordination.


 


Each Holder of a Security by his or her
acceptance thereof authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination provided in this Article XIII and appoints
the Trustee his or her attorney-in-fact for any and all such purposes.


 


Section 13.9. No Waiver of Subordination Provisions.


 


No right of any present or future holder of
any Senior and Subordinated Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or be otherwise charged with.


 


Without in any way limiting the generality of
the immediately preceding paragraph, the holders of Senior and Subordinated
Debt may, at any time and from to time, without the consent of or notice to the
Trustee or the Holders of the Securities, without incurring responsibility to
the Holders of the Securities and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders of the Securities to the holders of Senior and Subordinated Debt, do
any one or more of the


 


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following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior and Subordinated Debt,
or otherwise amend or supplement in any manner Senior and Subordinated Debt or
any instrument evidencing the same or any agreement under which Senior and
Subordinated Debt is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior and Subordinated Debt; (iii) release any Person liable in any
manner for the collection of Senior and Subordinated Debt; and (iv) exercise
or refrain from exercising any rights against the Company and any other Person.


 


Section 13.10. Notice to Trustee.


 


The Company shall give prompt written notice
to the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XIII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee in respect of the Securities, unless and until the Trustee shall have
received written notice thereof from the Company or a holder of Senior and
Subordinated Debt or from any trustee, agent or representative therefor;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 13.10 at least two Business Days prior to the
date upon which by the terms hereof any monies may become payable for any
purpose (including, without limitation, the payment of the principal of (and
premium, if any) or interest (including any Additional Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it within two Business
Days prior to such date.


 


Subject to the provisions of Section 6.2,
the Trustee shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior and Subordinated Debt
(or a trustee therefor) to establish that such notice has been given by a
holder of Senior and Subordinated Debt (or a trustee therefor). In the event
that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior and Subordinated
Debt to participate in any payment or distribution pursuant to this Article,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior and Subordinated Debt
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


 


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Section 13.11. Reliance on Judicial Order or Certificate of
Liquidating Agent.


 


Upon any payment or distribution of assets of
the Company referred to in this Article XIII, the Trustee, subject to the
provisions of Section 6.2, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior and Subordinated Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article XIII.


 


Section 13.12. Trustee Not Fiduciary for Holders of Senior and
Subordinated Debt.


 


The Trustee, in its capacity as trustee under
this Indenture, does not and shall be deemed not to owe any fiduciary duty to
the holders of Senior and Subordinated Debt and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior and Subordinated Debt shall be
entitled by virtue of this Article or otherwise.


 


Section 13.13. Rights of Trustee as Holder of Senior and
Subordinated Debt; Preservation of Trustee’s Rights.


 


The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article XIII with respect
to any Senior and Subordinated Debt which may at any time be held by it, to the
same extent as any other holder of Senior and Subordinated Debt, and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article XIII shall apply
to or limit claims of, or payments to, the Trustee under or pursuant to Section 6.06.


 


Section 13.14. No Recourse.


 


No recourse may be taken with respect to the
obligations of the Issuer or the Trustee against the Trustee in its individual
capacity.


 


Section 13.15. Article Applicable to Paying Agents.


 


In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article XIII shall in such
case (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article XIII in
addition to or in place of the Trustee.


 


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Section 13.16. Certain Conversions or Exchanges Deemed Payment.


 


For the purposes of this Article XIII
only, (a) the issuance and delivery of junior securities upon conversion
or exchange of Securities shall not be deemed to constitute a payment or
distribution on account of the principal of (or premium, if any) or interest
(including any Additional Interest) on Securities or on account of the purchase
or other acquisition of Securities, and (b) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon
conversion or exchange of a Security shall be deemed to constitute payment on
account of the principal of such security. For the purposes of this Section 13.15,
the term “junior securities” means (i) shares of any stock of any class of
the Company and (ii) securities of the Company which are subordinated in
right of payment to all Senior and Subordinated Debt which may be outstanding
at the time of issuance or delivery of such securities to substantially the
same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article XIII.


 


This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.


 


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


 


	
   

  	
  SCBT FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [WILMINGTON TRUST COMPANY],

  
	
   

  	
  not in its individual capacity but solely
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


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