Exhibit 10.1


    Exhibit
      10.1

    
 

    AMENDED
      AND RESTATED

    EMPLOYMENT
      AND NONCOMPETITION AGREEMENT

     

    THIS
      AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
(this
      “Agreement”), dated as of May 1, 2006, by and between ROBERT
      R. HILL, JR., an
      individual resident of Richland County, South Carolina (“Employee”), and
SCBT
      FINANCIAL CORPORATION,
      a bank
      holding corporation organized under the laws of South Carolina
      (the “Company”).

     

    Background
      Statement

     

    Employee
      and the Company are entering into this agreement to establish certain terms
      of
      Employee’s employment with the Company, and are amending and restating the
      Employment Agreement between the Company and Employee dated the 30th day of
      September, 1999 in order to, among other things, extend the term of that
      Agreement and provide additional benefits to Employee. The board of directors
      of
      the Company (the “Board”) believes it is in the best interest of the Company and
      its subsidiaries to restrict competition with the Company and its subsidiaries
      by key management personnel upon termination of their employment.

     

    Statement
      of Agreement

     

    In
      consideration of the mutual covenants herein, Employee and the Company agree
      as
      follows:

     

    1.
      Employment.
      The
      Company agrees to employ Employee, and Employee agrees to serve the Company,
      upon the terms and conditions set forth in this Agreement.

     

    2.
      Term
      of Employment.
      The term
      of Employee’s employment hereunder shall commence immediately upon the date
      hereof and shall continue until the third anniversary of the date hereof, unless
      terminated earlier as provided in Section 6 or 7 hereof (the “Term”); provided,
      however, that on each anniversary date of this Agreement, the Term shall be
      extended for one year (so that on each anniversary date the Term will be three
      years) unless at least sixty (60) days prior to any such anniversary date either
      party gives to the other notice in writing of non-renewal.

     

    3.
      Position
      and Responsibilities.
      During
      the period of employment hereunder, Employee shall serve as, and with the title,
      office, and authority of, President and Chief Executive Officer of the Company
      and Chief Executive Officer of South Carolina Bank and Trust, N.A. (the “Bank”),
      and shall report to the Board and the board of directors of the Bank (the “Bank
      Board”). Employee shall have the duties, responsibilities, rights, power and
      authority as President and Chief Executive Officer of the Company and Chief
      Executive Officer of the Bank that may from time to time be delegated or
      assigned to him by the Board and the Bank Board.

    

      NOTICE

       

      THIS
        CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO THE UNIFORM ARBITRATION ACT
        AS
        ADOPTED IN SOUTH CAROLINA AT SECTION 15-48-10 THROUGH SECTION 15-48-240,
        SOUTH
        CAROLINA CODE OF LAWS (1976, AS AMENDED).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    4.
      Duties.
      During
      the period of employment hereunder, Employee shall devote substantially all
      of
      his business time, attention, skills and efforts to the business of the Company
      and the Bank and the faithful performance of his duties and responsibilities
      hereunder. Employee shall be loyal to the Company and the Bank and shall refrain
      from rendering any business services to any person or entity other than the
      Company and its affiliates without the prior written consent of the Company.
      Employee may, and is encouraged to, participate in such civic, charitable,
      and
      community activities that do not substantially interfere with the performance
      of
      his duties under this Agreement. Employee shall be permitted to make private
      investments so long as these investments do not materially and adversely affect
      his employment hereunder.

     

    5.
      Compensation
      and Benefits.
      For all
      services rendered by Employee to the Company hereunder, the Company shall
      compensate Employee as follows:

     

    (a)
      Base
      Salary.
      During
      the period of employment hereunder, the Company shall pay Employee an annual
      salary (as increased by the Company from time to time in its sole discretion,
      the “Base Salary”) of $300,000 per year, subject to applicable federal and state
      income and social security tax withholding requirements. The Base Salary shall
      be payable in accordance with the Company’s customary payroll
      practices.

     

    (b)
      Reimbursement
      of Expenses.
      The
      Company shall pay or reimburse Employee for all reasonable travel and other
      business related expenses incurred by him in performing his duties under this
      Agreement. Such expenses shall be appropriately documented and submitted to
      the
      Company in accordance with the Company’s policies and procedures as established
      from time to time.

     

    (c)
      Vacation
      and Sick Leave.
      Employee
      shall be provided with vacation and sick leave in accordance with the Company’s
      policies and procedures for senior executives as established from time to
      time.

     

    (d)
      Employee
      Benefit Plans.
      During
      the period of employment hereunder, Employee shall be entitled to participate
      in
      the employee benefit plans of the Company or its successors or assigns, as
      presently in effect or as they may be modified or added to from time to time,
      to
      the extent such benefit plans are provided to other senior
      executives.

     

    (e)
      Incentive
      Bonus Plans.
      During
      the period of employment hereunder, Employee shall be entitled to participate
      in
      the Company’s incentive-based bonus plans, applicable to his employment
      position, in accordance with both the terms and conditions of such plans and
      the
      Company’s policies and procedures as established from time to time.


     

    (f)
      Other
      Fringe Benefits.
      During
      the period of employment hereunder, the Company shall (i) provide Employee
      with the use of an automobile, (ii) reimburse Employee for the expense of
      his attendance at such meetings and conventions as may be approved by the Board,
      and (iii) reimburse Employee for Country Club and such other dues and fees
      as may be approved by the Board.

     

    
      
        
        

      

      
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    (g)
      Total
      Compensation.
      Employee’s Base Salary, the greater of Employee’s annual bonus for the fiscal
      year preceding the fiscal year in which Employee’s employment terminates or the
      average bonus for the five years preceding the year of termination, Employee’s
      health, medical and dental insurance, and the fringe benefits provided in
      Subsection (f) of this Section 5 (or a lump sum payment equal to the value
      of
      such benefits without commutation to present value) are together hereinafter
      referred to as Employee’s “Total Compensation.” Total Compensation does not
      include any payments under the Company’s long term incentive program paid in
      Company common stock.

     

    6.
      Termination
      of Employment.

     

    (a)
      Termination
      Upon Death, Disability, or For Cause.
      The
      Company shall have the right to terminate Employee’s employment hereunder upon
      the death or Disability (as defined below) of Employee or for Cause (as defined
      below). If Employee’s employment is terminated upon Employee’s death or
      Disability, the Company will pay to or for the benefit of Employee or his estate
      an amount equal to Employee’s Total Compensation for the twelve month period
      preceding death or Disability in equal monthly installments during the twelve
      month period following death or Disability or in a lump sum as determined by
      the
      Board in its discretion (but without any reduction for commutation to present
      value), and in the case of Disability the Company will continue Employee’s
      health, medical, and dental insurance coverages for such twelve month period
      on
      the same basis as in effect on the date of Disability. If Employee’s employment
      is terminated for Cause, the Company shall have no further obligation to
      Employee under this Agreement. Termination for Disability or for Cause shall
      be
      effective immediately or upon notice to Employee of such termination as may
      be
      determined by the Board. For purposes of this Agreement:

     

    (i)“Disability”
      means “disability” (as defined under the Company’s disability insurance policy
      maintained for Bank executives from time to time) suffered by Employee for
      a
      continuous period of at least six months or any impairment of mind or body
      that
      is likely to result in a “disability” of Employee for more than three months
      during any twelve-month period.

     

    (ii)“Cause”
      means: (A) the repeated failure of Employee to perform his responsibilities
      and duties hereunder
      after
      Employee has been given written notice by the Chairman of the Board specifying
      in general the reasons Employee is failing to perform his duties and
      responsibilities hereunder, (B) the commission of an act by Employee
      constituting dishonesty or fraud against the Company or any of its affiliates;
      (C) the conviction for or the entering of a guilty or no contest plea with
      respect to a felony; (D) habitual absenteeism, reporting to work under the
      influence of alcohol or unlawful use of controlled substances; or (E) the
      commission of an act by Employee involving gross negligence or moral turpitude
      that brings the Company or any of its affiliates into public disrepute or
      disgrace or causes material harm to the customer relations, operations or
      business prospects of the Company or any of its affiliates.

     

    In
      the
      event of the termination of Employee’s employment for Cause under this
Section 6(a),
      Employee
      shall be entitled only to the Base Salary earned through the date of
      termination.

     

    
      
        
        

      

      
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    (b)
      Termination
      Without Cause.
      The
      Company shall have the right to terminate Employee’s employment at any time and
      for any reason subject to the provisions of this Section 6(b).
      In the
      event that the Company shall terminate Employee’s employment for any reason
      other than as provided in Section 6(a),
      the
      Company shall as its sole obligation hereunder continue to pay to
      Employee his Total Compensation, subject to applicable federal and state
      income and social security tax withholding requirements and in accordance with
      the Company’s customary payroll practices, and shall continue Employee’s health,
      medical and dental insurance and other benefits on the same basis as in effect
      at the time of termination, in each case during the twelve month period
      following termination. In addition, Employee shall receive compensation for
      two
      years for Employee’s covenant not to compete with the Company as provided in
      Section 9(f) below.

     

    (c)
      Termination
      by
      Employee for Good Reason.
      Employee
      shall have the right to terminate his employment hereunder for Good Reason.
      For
      purposes of this Agreement, “Good Reason” shall mean, without Employee’s express
      written consent, the occurrence of any of the following circumstances
unless
      such
      circumstances are fully corrected within thirty days after Employee notifies
      the
      Company in writing of the existence of such circumstances as hereinafter
      provided:

     

    (i)
      the
      assignment to Employee of any duties, functions or responsibilities other than
      those contemplated by Section 3 hereof or materially inconsistent with the
      position with the Company that Employee held immediately prior to the assignment
      of such duties or responsibilities or any adverse alteration in the nature
      or
      status of Employee’s responsibilities or the condition of Employee’s employment
      from those contemplated in Section 3 hereof;

     

    (ii)
      a
      reduction by the Company in Employee’s total compensation as in effect on the
      date hereof or as it may be increased from time to time, except for
      across-the-board salary reductions similarly affecting all management personnel
      of the Company;

     

    (iii)
      the
      relocation of the Company’s headquarters to a location more than fifty miles
      from its current location in Columbia, South Carolina, or the Company’s
      requiring Employee to be based anywhere other than the Company’s offices at such
      location, except for required travel on Company business;

     

    (iv)
      the
      failure by the Company to pay Employee any portion of Employee’s compensation
      within the time guidelines established pursuant to standard Company policies,
      or
      any other material breach by the Company of any other material provision of
      this
      Agreement; or

     

    (v)
      the
      giving
      of notice by the Company of non-renewal of this Agreement pursuant to Section
      2
      hereof.

     

    Employee
      shall notify the Company in writing that he believes that one or more of the
      circumstances described above exists, and of his intention to terminate this
      Agreement for Good Reason as a result thereof, within sixty days of the time
      that he gains knowledge of such circumstances. Employee shall not deliver a
      notice of termination of this Agreement until thirty days after he delivers
      the
      notice described in the preceding sentence, and Employee may do so only if
      the
      circumstances described in such notice have not been corrected in all material
      respects by the Company.

     

    
      
        
        

      

      
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    In
      the
      event Employee terminates his employment pursuant to this
      Section 6(c) for
      Good
      Reason, and subject to Section 7(a) below in the event of termination within
      three years after a Change of Control, the Company shall continue to pay to
      Employee his Total Compensation, subject to applicable federal and state income
      and social security tax withholding and in accordance with the Company’s
      customary payroll practices, and shall continue Employee’s health, medical and
      dental insurance and other benefits on the same basis as in effect at the time
      of such termination, in each case during the twelve month period following
      termination of employment. In addition, Employee shall receive compensation
      for
      two years for Employee’s covenant not to compete with the Company as provided in
      Section 9(f) below.

     

    (d)
      Termination
      by Employee without Good Reason.
      Employee
      shall have the right at any time voluntarily to terminate his employment and
      this Agreement, in which case (except as otherwise provided in Section 6(c)
      above) Employee shall be entitled only to Employee’s Base Salary through the
      date of termination, plus Employee’s Total Compensation for two years for
      Employee’s covenant not to compete with the Company as provided in Section 9(f)
      below.

     

    (e)
      Resignation
      from Boards.
      Upon
      termination of Employee’s employment for any reason, Employee by execution of
      this Agreement resigns as a member of the Board and the Bank Board, such
      resignation to be effective immediately at the time Employee’s employment
      terminates.

     

    7.
      Change
      of Control.

     

    (a)
      If

     

    (i)
      a
      Change
      of Control (as defined below) occurs during the Term of this Agreement or any
      extension thereof, and

     

    (ii)
      (A) Employee’s
      employment is terminated in anticipation of a Change of Control, or
      (B) Employee is employed by the Company or an affiliate thereof at the time
      such Change of Control occurs, and
      at any
      time during the three-year period following such Change of Control,

     

    (1)
      Employee
      is given notice of non-renewal of this Agreement pursuant to Section 2 hereof,
      or his employment is terminated by the Company or an affiliate or successor
      thereof for any reason other than for death, Disability or Cause,
      or

     

    
      
        
        

      

      
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    (2)
      Employee
      terminates his employment during the Window Period, as hereinafter defined,
      for
      any reason other than death or Disability, or Employee terminates his employment
      for Good Reason, 

     

    the
      Company (or its successors) shall pay Employee, or his beneficiary in the event
      of his subsequent death, subject to applicable federal and state income, social
      security and other employment tax withholding, an amount (the “Change of Control
      Payment”) equal to .99 times Employee’s Total Compensation in effect at the date
      of termination of employment.

     

    The
      Change
      of Control Payment is in
      lieu
      of and not in addition to
      any
      payments provided for under Section 6 of this Agreement, but the Change of
      Control Payment is in
      addition to
      the
      payment for Employee’s covenant not to compete provided for under Section 9(f)
      of this Agreement. The Change of Control Payment shall be paid in a lump sum
      at
      the time of termination without any reduction for commutation to present value.
      

     

    (b)
      Notwithstanding
      anything in this Agreement to the contrary, in the event it shall be determined
      that any payment or distribution to or for the benefit of the Employee (whether
      paid or payable or distributed or distributable pursuant to the terms of this
      Agreement or otherwise, but determined without regard to any additional payments
      required under this Section 7(b) (a “Payment”)) would be subject to the excise
      tax imposed by Section 4999 of the Code or any interest or penalties are
      incurred by the Employee with respect to such excise tax (such excise tax,
      together with any such interest and penalties, are hereinafter collectively
      referred to as the “Excise Tax”), then the Employee shall be entitled to receive
      (to the extent not paid directly by the Company as withholding taxes) an
      additional payment (a “Gross-Up Payment”) in an amount such that after payment
      by the Employee of all taxes (including any interest or penalties imposed with
      respect to such taxes) with respect to Payments including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto)
      and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount
      of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
      

     

    All
      determinations required to be made under this Section 7(b), including whether
      and when a Gross-Up Payment is required and the amount of such Gross-Up Payment
      and the assumptions to be utilized in arriving at such determination, shall
      be
      made by the accounting firm (the “Accounting Firm”) conducting the audit of the
      Company at the time in question; provided, however, that the Accounting Firm
      shall not determine that no Excise Tax is payable by the Employee unless it
      delivers to the Employee a written opinion (the “Accounting Opinion”) that
      failure to report the Excise Tax on the Employee’s applicable federal income tax
      return would not result in the imposition of a negligence or similar penalty.
      In
      the event that the Accounting Firm has served, at any time during the two years
      immediately preceding a Change of Control, as accountant or auditor for the
      individual, entity or group that is involved in effecting or has any material
      interest in a Change of Control, the Employee shall appoint a nationally
      recognized accounting firm that is reasonably acceptable to the Company to
      make
      the determinations and perform the other functions specified in this Section
      7(b) (which accounting firm shall then be referred to as the Accounting Firm
      hereunder). All fees and expenses of the Accounting Firm shall be borne solely
      by the Company. Within fifteen days of the receipt of notice from the Employee
      that there has been a Payment, or such earlier time as is requested by the
      Company, the Accounting Firm shall make all determinations required under this
      Section 7(b), shall provide to the Company and the Employee a written report
      setting forth such determinations, together with detailed supporting
      calculations, and, if the Accounting Firm determines that no Excise Tax is
      payable, shall deliver the Accounting Opinion to the Employee. Any Gross-Up
      Payment, as determined pursuant to this Section 7(b), shall be (i) paid by
      the
      Company to taxing authorities to the extent required by applicable law and
      (ii)
      to the extent not so paid and not required to be so paid in the future, paid
      by
      the Company to the Employee at such times as the Accounting Firm determines
      that
      the related tax payments by the Employee are due. Subject to the remainder
      of
      this Section 7(b), any determination by the Accounting Firm shall be binding
      upon the Company and the Employee. As a result of uncertainty in the application
      of Section 4999 of the Internal Revenue Code at the time of the initial
      determination by the Accounting Firm hereunder, it is possible that Gross-Up
      Payments that will not have been made by the Company should have been made
      (“Underpayment”) consistent with the calculations required to be made hereunder.
      In the event that it is ultimately determined in accordance with the procedures
      set forth in this Section 7(b) that the Employee is required to make a payment
      of any Excise Tax, the Accounting Firm shall determine the amount of the
      Underpayment that has occurred, and any such Underpayment shall be promptly
      paid
      by the Company to or for the benefit of the Employee. 

     

    
      
        
        

      

      
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    The
      Employee shall notify the Company in writing of any claims by the Internal
      Revenue Service that, if successful, would require the payment by the Company
      of
      the Gross-Up Payment. Such notification shall be given as soon as practicable
      but no later than thirty days after the Employee actually receives notice in
      writing of such claim and shall apprise the Company of the nature of such claim
      and the date on which such claim is requested to be paid; provided, however,
      that the failure of the Employee to notify the Company of such claim (or to
      provide any required information with respect thereto) shall not affect any
      rights granted to the Employee under this Section 7(b) except to the extent
      that
      the Company is materially prejudiced in the defense of any such claim as a
      direct result of such failure. The Employee shall not pay such claim prior
      to
      the expiration of the thirty day period following the date on which he gives
      such notice to the Company (or such shorter period ending on the date that
      any
      payment of taxes with respect to such claim is due). If the Company notifies
      the
      Employee in writing prior to the expiration of such period that it desires
      to
      contest such claim, the Employee shall:

     

    (i)
      give
      the
      Company any information reasonably requested relating to such
      claim;

     

    (ii)
      take
      such
      action in connection with contesting such claim as the Company shall reasonably
      request in writing from time to time, including, without limitation, accepting
      legal representation with respect to such claim by an attorney selected by
      the
      Company and reasonably acceptable to the Employee;

     

    (iii)
      cooperate
      with the Company in good faith to effectively contest such claim;
      and

     

    (iv)
      if
      the
      Company elects not to assume and control the defense of such claim, permit
      the
      Company to participate in any proceedings relating to such claim;

     

    
      
        
        

      

      
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    provided,
      however, that the Company shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold the Employee harmless, on an after-tax
      basis, for any Excise Tax or income tax (including interest and penalties with
      respect thereto) imposed as a result of such representation and payment of
      costs
      and expenses. Without limiting the foregoing provisions of this Section 7(b),
      the Company shall have the right, at its sole option, to assume the defense
      of
      and control all proceedings in connection with such contest, in which case
      it
      may pursue or forego any and all administrative appeals, proceedings, hearings
      and conferences with the taxing authority in respect of such claim and may
      either direct the Employee to pay the tax claimed and sue for a refund or
      contest the claim in any permissible manner, and the Employee agrees to
      prosecute such contest to a determination before any administrative tribunal,
      in
      a court of initial jurisdiction and in one or more appellate courts, as the
      Company shall determine; provided, however, that if the Company directs the
      Employee to pay such claim and sue for a refund, the Company shall advance
      the
      amount of such payment to the Employee on an interest-free basis, and shall
      indemnify and hold the Employee harmless, on an after-tax basis, from any Excise
      Tax or income tax (including interest or penalties with respect thereto) imposed
      with respect to such advance or with respect to any imputed income with respect
      to such advance. Furthermore, the Company’s right to assume the defense of and
      control the contest shall be limited to issues with respect to which a Gross-Up
      Payment would be payable hereunder, and the Employee shall be entitled to settle
      or contest, as the case may be, any other issue raised by the Internal Revenue
      Service or any other taxing authority.

     

    If,
      after
      the receipt by the Employee of an amount advanced by the Company pursuant to
      this Section 7(b), the Employee becomes entitled to receive any refund with
      respect to such claim, the Employee shall (subject to the Company’s complying
      with the requirements hereof) promptly pay to the Company the amount of such
      refund (together with any interest paid or credited thereon after taxes
      applicable thereto). 

    


    (c)
      For
      purposes of this Agreement, “Window Period” shall mean the thirty-day period
      immediately following elapse of six months after the occurrence of any Change
      of
      Control (as defined below).

     

    (d)
      For
      purposes of this Agreement, “Change
      of Control”
means
      the occurrence of one of the following:

     

    (i)
      any
      “person” (as that term is used in Sections 13(d)(1) of the Securities
      Exchange Act of 1934, as amended) becomes the owner (as determined pursuant
      to
      the provisions of Section 13(d) of the Securities Exchange Act of 1934, without
      regard to the requirements set forth in Section 13(d)(1) in regard to
      registration), directly or indirectly, of 50% or more of the common voting
      stock
      of the Company or the Bank or their respective successors other than
      (A) with respect to the Bank and its successors, the Company or any of its
      successors, (B) a trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, (C) Employee or a group of persons
      including Employee, and (D) an underwriter or group of underwriters owning
      shares of common voting stock in connection with a bona fide public offering
      of
      such shares and the sale of such shares to the public;

     

    
      
        
        

      

      
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    (ii)
      there
      shall be any consolidation or merger of the Company or the Bank as a result
      of
      which the holders of 50% or more of the voting capital stock (if any) of the
      surviving corporation immediately after the transaction were not holders of
      voting capital stock of the Company or the Bank, as the case may be, immediately
      prior to the transaction;

     

    (iii)
      there
      occurs the sale or transfer of all or substantially all of the assets of the
      Company or the Bank or the liquidation or dissolution of the Company or the
      Bank; or

     

    (iv)
      individuals
      who constitute the Board as of the effective date of this Agreement (the
“Incumbent Board”), cease for any reason (including but not limited to a change
      mandated by any statute or regulation) to constitute a majority of the Board;
      provided, however, that any individual becoming a director subsequent to the
      date of this Agreement whose election or nomination for election was approved
      by
      a vote of at least a majority of the Incumbent Board shall be a member of the
      Incumbent Board; except that any individual elected to the Board whose initial
      election occurs as a result of any actual or threatened election contest that
      is
      or would be subject to the provisions of Rule 14a-11 under the Securities
      Exchange Act of 1934, shall not be deemed to be a member of the Incumbent
      Board.

     

    8.
      Confidential
      Information.
      Employee
      acknowledges that during, and as a result of, Employee’s employment with the
      Company and the Bank, Employee will acquire, be exposed to and have access
      to,
      material, data and information of the Company and its affiliates and/or its
      customers, suppliers or clients that is confidential or proprietary. At all
      times, both during and after the period of employment hereunder, Employee shall
      keep and retain in confidence and shall not disclose, except as required in
      the
      course of Employee’s employment with the Company and the Bank, to any person or
      entity, or use for his own purposes, any of this proprietary or confidential
      information. For purposes of this Section 8, such information shall
      include, but shall not be limited to: (i) the Company’s or the Bank’s
      standard operating procedures, processes, know-how and technical and product
      information, any of which is of value to the Company or the Bank and not
      generally known by the Company’s or the Bank’s competitors or the public;
      (ii) all confidential information obtained from third parties and customers
      concerning the business of the Company or its affiliates, including any customer
      lists or data; and (iii) confidential business information of the Company
      or its affiliates, including marketing and business plans, strategies,
      projections, business opportunities, client lists, sales and cost information
      and financial results and performance. Such information shall not include
      information that is disclosed pursuant to issuance of legal process or
      regulatory action, information that is in the public domain, or information
      disclosed to Employee by a person who has no duty to the Company or its
      affiliates to keep the information confidential. Employee acknowledges that
      the
      obligations pertaining to the confidentiality and non-disclosure of information
      shall remain in effect indefinitely, or until the Company has released any
      such
      information into the public domain, in which case Employee’s obligation
      hereunder shall cease with respect only to such information so
      released.

     

    
      
        
        

      

      
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    9.
      Noncompetition.

     

    (a)
      Noncompetition.
      Employee
      shall not take any of the following actions during the applicable Noncompetition
      Period (as defined below): 

     

    (i)
      Become
      employed by (as an officer, director, employee, consultant or otherwise),
      involved or engaged in, or otherwise commercially interested in or affiliated
      with (other than as a less than 5% equity owner of any corporation traded on
      any
      national, international or regional stock exchange or in the over-the-counter
      market) any person or entity that competes with the Company or an affiliate
      thereof (each, a “Company Affiliate”) in the business of providing traditional
      banking services or other services provided by the Company and its affiliates
      during the Term.

     

    (ii)
      Solicit
      or
      attempt to solicit, for competitive purposes, the business of any of the clients
      or customers of any Company Affiliate, or otherwise induce such customers or
      clients or prospective customers or clients to reduce, terminate, restrict
      or
      alter their business relationship with any Company Affiliate in any fashion;
      or

     

    (iii)
      Induce
      or
      attempt to induce any employee of any Company Affiliate to leave the Company
      for
      the purpose of engaging in a business operation that is competitive with the
      Company.

     

    (b)
      Noncompetition
      Period.
      For
      purposes of this Section 9 “Noncompetition Period” shall mean the period of
      employment hereunder and the period commencing on the date of termination of
      employment and ending twenty four months thereafter; provided, however, that
      in
      the event Employee is terminated for Cause pursuant to the provisions of Section
      6(e) hereof, the Noncompetition Period shall mean the period commencing on
      the
      date of termination and ending twelve months thereafter.

     

    (c)
      Geographic
      Scope.
      The
      restrictions on competition and solicitation set forth in this Section 9
      shall
      apply to any county in the State of South Carolina or in any other state in
      which the Company or a Company Affiliate is conducting business operations
      during the Noncompetition Period. However, the restrictions are intended to
      apply only with respect to personal activities of Employee within any such
      county and shall not be deemed to apply if Employee is employed by a corporation
      that has branch offices within any such county but Employee does not personally
      work in or have any business contacts with persons in such county.

     

    (d)
      Providing
      Copy of Agreement.
      Employee
      shall provide a copy of this Agreement to any person or entity with whom
      Employee interviews that is in competition with the Company during the
      Noncompetition Period.

     

    (e)
      Obligations
      Survive.
      Employee’s obligations under this Section 9
      shall
      survive any termination of his employment with the Company.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

    

    (f)
      Payment
      for Noncompetition.
      In
      addition to the payments to Employee provided by Sections 6(b) (the
      Company’s termination of Employee without Cause), 6(c) (termination of
      employment by Employee for Good Reason), 6(d) (Employee’s voluntary termination
      of employment), or 7 (termination of employment
      after a
      Change of Control), Employee shall be paid for not competing with the Company
      as
      above provided Employee’s Total Compensation in effect at the time of
      termination of his employment for a period of two years, such payment to be
      made
      in two equal lump sum payments with no reduction for commutation to present
      value, with the first payment of one-half the total amount to be paid to be
      made
      at the time of termination of Employee’s employment and the second payment of
      one-half the total amount to be paid to be made on the first anniversary of
      termination of Employee’s employment.

     

    10.
      Company’s
      Right to Obtain an Injunction.
      Employee
      acknowledges that the Company will have no adequate means of protecting its
      rights under Sections 8
      and
9
      other
      than
      by securing an injunction. Accordingly, Employee agrees that the Company is
      entitled to enforce this Agreement by obtaining a preliminary and permanent
      injunction and any other appropriate equitable relief in any court of competent
      jurisdiction. Employee acknowledges that the Company’s recovery of damages will
      not be an adequate means to redress a breach of this Agreement. Nothing
      contained in this Section 10
      shall
      prohibit the Company from obtaining any appropriate remedies in addition to
      injunctive relief, including recovery of damages.

     

    11.
      Waiver
      of Rights.
      In
      consideration of the employment offered hereunder and the payments made pursuant
      to Section 5
      and
      the
      other terms of this Agreement, Employee acknowledges that the Employment
      Agreement dated September 30, 1999, between Employee and the Company is hereby
      terminated, and Employee forever waives, releases and discharges the Company,
      any Company Affiliate, and any of their subsidiaries, shareholders or affiliates
      and any of their successors and assigns from any claims, rights and privileges
      under such agreement.

     

    12.
      General
      Provisions.

     

    (a)
      Entire
      Agreement.
      This
      Agreement contains the entire understanding between the parties hereto relating
      to the employment of Employee by the Company and supersedes any and all prior
      employment or compensation agreements between the Company and
      Employee.

     

    (b)
      Assignability.
      Neither
      this Agreement nor any right or interest hereunder shall be assignable by
      Employee, his beneficiaries or legal representatives, without the Company’s
      prior
      written consent; provided,
      however,
      that
      nothing shall preclude (i) Employee from designating a beneficiary to
      receive any benefit payable hereunder
      upon his
      death or Disability, or (ii) the executors, administrators or other legal
      representatives of Employee or his estate from assigning any rights hereunder
      to
      the person or persons entitled thereunto.

     

    (c)
      Binding
      Agreement.
      This
      Agreement shall be binding upon, and inure to the benefit of, Employee and
      the
      Company and their permitted successors and assigns.

     

    (d)
      Amendment
      of Agreement.
      This
      Agreement may not be amended except by an instrument in writing signed by the
      parties hereto.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    (e)
      Insurance.
      The
      Company, at its discretion, may apply for and procure in its own name and for
      its own benefit, life insurance on Employee in any amount or amounts considered
      advisable; and Employee shall have no right, title or interest therein. Employee
      shall submit to any medical or other examination and execute and deliver any
      applications or other instruments in writing as may be reasonably necessary
      to
      obtain such insurance.

     

    (f)
      Severability.
      If any
      provision contained in this Agreement shall for any reason be held invalid,
      illegal or unenforceable in any respect, such invalidity, illegality or
      unenforceability shall not affect any other provision of this Agreement, but
      this Agreement shall be construed as if such invalid, illegal or unenforceable
      provision had never been contained herein. If a court determines that this
      Agreement or any covenant contained herein is unreasonable, void or
      unenforceable, for any reason whatsoever, then in such event the parties hereto
      agree that the duration, geographical or other limitation imposed herein should
      be such as the court, or jury, as the case may be, determines to be fair and
      reasonable, it being the intent of each of the parties hereto to be subject
      to
      an agreement that is necessary for the protection of the legitimate interest
      of
      the Company and its successors or assigns and that is not unduly harsh in
      curtailing the legitimate rights of the Employee.

     

    (g)
      Notices.
      All
      notices under this Agreement shall be in writing and shall be deemed effective
      when delivered in person (with respect to the Company, to the Company’s
      secretary) or when mailed, if mailed by certified mail, return receipt
      requested. Notices mailed shall be addressed, in the case of Employee, to his
      last known residential address, and in the case of the Company, to its corporate
      headquarters, attention of the Secretary, or to such other address as Employee
      or the Company may designate in writing at any time or from time to time to
      the
      other party in accordance with this Section.

     

    (h)
      Waiver.
      No delay
      or omission by either party hereto in exercising any right, power or privilege
      hereunder shall impair such right, power or privilege, nor shall any single
      or
      partial exercise of any right, power or privilege preclude any further exercise
      thereof or the exercise of any other right, power or privilege. The provisions
      of this Section 12(h)
      cannot be
      waived except in writing signed by both parties.

     

    (i)
      Governing
      Law.
      This
      agreement shall be governed and construed in accordance with the laws of the
      State of South Carolina.

     

    (j)
      Arbitration.
      This
      contract is subject to arbitration pursuant to the Uniform Arbitration Act,
      as
      adopted in South Carolina at Section 15-48-10 through Section 15-48-240, South
      Carolina Code of Laws (1976, as amended). Any controversy or claim arising
      out
      of or relating to this Agreement or the validity, interpretation, enforceability
      or breach thereof, which is not settled by agreement among the parties, shall
      be
      settled by arbitration
      in
      Columbia, South Carolina, in accordance with the Rules of the American
      Arbitration Association, and judgment upon the award rendered in such
      arbitration may be entered in any court having jurisdiction. All expenses
      (including, without limitation, legal fees and expenses) incurred by Employee
      in
      connection with, or in prosecuting or defending, any claim or controversy
      arising out of or relating to this Agreement following a Change of Control
      shall
      be paid by the Company, unless Employee fails to prevail in any such claim
      or
      controversy and the Company receives a written opinion of independent legal
      counsel, selected by the Board of Directors of the Company, to the effect that
      such expenses were not incurred by Employee in good faith. Pending any such
      determination, such expenses shall be paid by the Company on a monthly basis,
      upon an undertaking by Employee to repay to the Company amounts so advanced
      if
      Employee fails to prevail in any such claim or controversy, and it should be
      thus determined that the expenses were not incurred by Employee in good
      faith.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the day and year first above
      written.

     

    

      
        	 	
                SCBT
                  FINANCIAL CORPORATION

              	 
	 	 	 
	 	Date
                approved: November 1, 2006	 


      

       

      
        	 	 	 
	 	
                By:

              	
                /s/
                  Robert R. Horger

              
	 	 	
                Robert
                  R. Horger

              
	 	 	
                Chairman
                  of the Board

              


      

       

      
        	 	 	 
	 	 	 
	 	
                EMPLOYEE

              	 
	 	 	 
	 	 	 
	 	
                /s/
                  Robert R. Hill, Jr.

              	 
	 	
                Robert
                  R. Hill, Jr.

              	 


      

    

     

    -13-