Exhibit 10.15


    Exhibit
      10.15

     

    SCBT
      Financial Corporation

    Description
      of the 2006 Long-Term Retention and Incentive Plan 

    
      

    

     

    

       

      PURPOSE-
        The
        purpose of the SCBT Financial Corporation 2006 Long-Term Retention and Incentive
        Plan (the
        "Long-Term Retention and
        Incentive Plan”)
        is
        to
        provide financial incentives for selected key officers and employees of SCBT
        Financial Corporation and its subsidiaries (hereinafter the "Company”) thereby
        promoting the long-term growth and financial success of the Company by
        (1) attracting and retaining key officers and employees of outstanding
        ability, (2) strengthening the Company’s capability to develop, maintain,
        and direct a competent management team, (3) providing an effective means
        for selected key officers and employees to acquire and maintain ownership
        of
        Company stock, (4) motivating key officers and employees to achieve
        long-range performance goals and objectives, and (5) providing incentive
        compensation opportunities competitive with those of other major corporations.
        

       

       

      This
        Long-Term Retention and Incentive Plan describes the terms pursuant to which
        the
        Company plans to issue stock options and restricted stock to key officers
        and
        employees. The stock options and restricted stock described in this Long-Term
        Retention and Incentive Plan will be reserved for issuance under, and will
        be
        issued pursuant to, the Company's 2004 Stock Incentive Plan. The actual issuance
        of stock options and restricted stock will be made pursuant to separate
        agreements that will be entered into between the Company and each participant
        under the 2004 Stock Incentive Plan. Capitalized terms not defined in this
        Long-Term Retention and Incentive Plan shall have the definitions attributed
        to
        such terms in the 2004 Stock Incentive Plan.

       

      TERM-
        The
        Company anticipates that this Long-Term Retention and Incentive Plan will
        cover
        a five-year period, ending on December 31, 2010. At the end of this term,
        the
        Compensation Committee of the Board (the "Committee”) of the Company may
        determine at its discretion whether to initiate another long-term retention
        and
        incentive plan or revise the design of this Long-Term Retention and Incentive
        Plan. The Committee anticipates that the initial stock options and restricted
        stock grants under the Long-Term Retention and Incentive Plan would be issued
        in
        January 2007, based on the achievement of specified performance goals for
        the
        year 2006. The Committee contemplates that restricted stock awards granted
        in
        2007 would vest at the end of 2010 and restrictions on all vested awards
        issued
        in 2007 would lapse at that time. 

       

      EQUITY
        TYPE
        -Two
        equity
        instruments will be used in the Long-Term Retention and Incentive Plan: stock
        options and performance-vested restricted stock. The Committee’s intent is to
        use incentive stock options (as defined in IRC § 422) whenever practical. All
        equity awards described in this Long-Term Retention and Incentive Plan will
        be
        issued under and pursuant to the terms of the 2004 Stock Incentive
        Plan.

      


      PARTICIPANTS--
        The
        Committee shall have the discretion to designate the key officers and employees
        who will participate in the Long-Term Retention and Incentive Plan.

      


      AWARDS-The
        Committee anticipates that two types of equity awards will be granted pursuant
        to this Long-Term Retention and Incentive Plan: an annual award of stock
        options
        and an annual grant of restricted stock. Attached to the restricted stock
        awards
        would be dividend and voting rights. The Committee anticipates that it will
        reserve a number of shares of Common Stock at or shortly before the beginning
        of
        each year for the annual award of stock options and annual grant of restricted
        stock to each participant. However, the actual issuance or grant of options
        or
        restricted stock to each participant would likely be made at the end of the
        subject year. For example, for 2007, the Committee would identify the
        participants, reserve a number of shares for the issuance of stock options
        and
        restricted stock for each participant, and establish the performance goals
        that
        must be achieved for the options to be granted and restricted stock to be
        awarded. The Company's achievement of these performance goals would determine
        the actual amount of restricted stock that would be issued, and the issuance
        would be made on or about the first business day of January 2008.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCBT
          Financial Corporation

        Description
          of the 2006 Long-Term Retention and Incentive Plan 

        
          

        

      

       

      VALUE
        OF THE ANNUAL AWARD

      	>  	
              Stock
                Options- Each
                stock option grant will have an exercise price equal to the Fair
                Market
                Value of the Common Stock
                (as
                determined pursuant to the 2004 Stock Incentive Plan) on the date
                of
                grant. 

            


      	>  	
              Restricted
                Stock- The Committee
                will reserve a number of shares for the restricted stock grant based
                on
                three tiers of performance goals. The value of each tier will be
                determined by the Committee. The number of shares of restricted stock
                actually issued will be based on the achievement of each tier's
                performance goals, as determined by the Committee.
                

            


      


      PERFORMANCE
        GOALS-Two
        performance goals will be used: EPS growth and asset growth. Restricted stock
        awards will be awarded by tier based on achieving one or all three tiers‘
performance: Tier 1, Tier 2, or Tier 3. For each Tier, there will be an
        associated level of performance based on achieving (1) compounded annual
        five-year EPS growth rate and (2) compounded five-year asset growth rate.
        The
        level of performance for each award level will increase from Tier 1 to Tier
        3.
        The Committee will approve the performance goals for each particular grant
        of
        restricted stock prior to making that particular grant. The Committee intends
        to
        use the same performance goals during at least the first three Plan years.
        The
        intent of the Long-Term Retention and Incentive Plan is to rely upon GAAP
        financial measures. Any acquisition occurring during the Plan term would
        require
        a review by Committee with the possibility of a revision of the initial
        performance targets. The following targets are proposed for the initial term
        of
        the Long-Term Retention and Incentive Plan:

       

      
        	
                Tier

              	
                EPS
                  Growth

              	
                Asset
                  Growth

              
	
                1

              	
                8.0%

              	
                11.0%

              
	
                2

              	
                10.0%

              	
                13.0%

              
	
                3

              	
                12.0%

              	
                15.0%

              


      

      


      For
        any
        restricted stock to be awarded for a particular year, the Company's earnings
        (after tax net income) must be at least equal to the earnings in the previous
        year. If the threshold level of performance is attained, then the number
        of
        shares of restricted stock to be awarded will be based upon the achievement
        of
        the performance designated for each Tier. Each Tier will be assigned a target
        performance level for each of the two performance goals. The number of shares
        of
        restricted stock to be awarded will be determined by the attainment of each
        goal, with the number of shares to be awarded to be equally divided between
        the
        two goals. If the number of shares awarded is based on Tier 1 or Tier 2,
        if the
        Company's cumulative performance over the next four year period results in
        the
        attainment of a higher Tier’s performance, then the Company would at that time
        issue a new grant of restricted stock for the additional shares. This new
        grant
        will have the same vesting date (not vesting period) as the original grant.
        

      


      
        
          
          

        

        
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          SCBT
            Financial Corporation

          Description
            of the 2006 Long-Term Retention and Incentive Plan 

          
            

          

        

         

      

      VESTING- None
        of
        the equity awards will be issued unless the Company's primary bank subsidiary
        has maintained, as of the proposed grant date, a continuous and appropriate
        rating for bank safety and soundness, as defined and determined by the
        Committee. Subject to this requirement, each stock option award will vest
        ratably (in equal amounts) over four years, based on the participant's
        continuous service with the Company or any of its subsidiaries through each
        vesting date. Restricted stock awards will vest at the end of the fourth
        year
        after the date of the grant. 

      


      Dividends
        paid and voting rights will be attached to all shares of restricted stock
        issued
        under the Long-Term Retention and Incentive Plan. 

      


      NEW
        PARTICIPANTS-If
        an
        executive joins the Company after the beginning of a particular year, the
        Board
        may elect to include the new executive in the Long-Term Retention and Incentive
        Plan. The executive would be awarded a pro rata annual award for the initial
        year of participation. Thereafter, the executive would be eligible each year
        for
        an annual award based on his or her participation level in the Long-Term
        Retention and Incentive Plan. The same vesting rules apply new participants
        during the first year of the plan as described above. 

      


      TERMINATION
        OF EMPLOYMENT-
        Unless
        determined otherwise by the board of directors in a particular case, each
        option
        and restricted stock agreement will contain the following provisions:


      (a)
        If the
        termination of employment is voluntary on the part of the participant and
        without written consent of the Company, or is by the Company with cause (as
        such
        term is defined in the participant's employment agreement with the Company
        as
        then in effect, if any), the participant will (i) be entitled to retain all
        vested restricted stock but will forfeit any unvested awards and (ii) have
        90
        days to exercise any vested stock options but will forfeit any unvested options.
        

      (b)
        If the
        termination of employment is by the Company without cause, the participant
        will
        (i) be entitled to retain all vested and unvested shares of restricted stock
        (and all unvested awards will vest immediately upon termination) and (ii)
        have
        90 days to exercise any vested stock options but will forfeit any unvested
        options. 

      (c)
        If
        termination is due to the participant’s death or retirement (defined as normal
        retirement at age 65 or a total of 25 years of service with the Company),
        (i)
        the participant (or the participant’s beneficiary) will receive not only the
        vested shares of restricted stock but also the number of shares earned but
        unvested (the remaining shares will vest upon the participant's death or
        disability), and (ii) all outstanding stock options will vest upon the
        participant's death or disability and the participant (or the participant’s
        beneficiary) will have one year (in the case of disability) and two years
        (in
        the case of death) to exercise the stock options. 

       

      
        
          
          

        

        
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        SCBT
          Financial Corporation

        Description
          of the 2006 Long-Term Retention and Incentive Plan

        
          

        

      

       

      (d)
        In the
        event of a change in control, all earned but unvested shares of restricted stock
        and unvested stock options will become fully vested immediately.

       

      STOCK
        OPTION AND RESTRICTED STOCK AGREEMENTS. The
        Company will prepare separate stock option and restricted stock agreements
        to
        reflect the issuance of the stock options and restricted stock described
        in this
        Long-Term Retention and Incentive Plan. The Company reserves full discretion
        to
        establish the terms of each such agreement, including terms that may be
        different from or inconsistent with those described in this Long-Term Retention
        and Incentive Plan. To the extent the terms of any such agreement prepared
        by
        the Company are inconsistent with the terms of this Long-Term Retention and
        Incentive Plan, the terms of the individual agreement shall control. This
        Long-Term Retention and Incentive Plan itself does not create any rights
        on
        behalf of any officer or employee of the Company to receive stock options
        or
        restricted stock from the Company. 

       

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