Exhibit 10.6


    Exhibit
      10.6

    


    EMPLOYMENT
      AND NON-COMPETITION AGREEMENT

    


    THIS
      AGREEMENT, dated and effective this 1st day of September 2006, between SCBT
      Financial Corporation, which was formerly known as First National Corporation,
      a
      bank holding company organized and existing under the laws of the State of
      South
      Carolina (the “Company”), and John Windley (the “Employee”).

    


    WHEREAS,
      Company and Employee wish to enter into this Agreement under the terms and
      conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of mutual covenants contained herein, and for other
      good and valuable consideration, the receipt of which is hereby acknowledged,
      the parties do mutually 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.The
      term
      of this employment hereunder shall commence immediately upon the date hereof
      and
      shall continue for a period of three year unless terminated earlier as provided
      herein (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. If one of the parties provides notice in accordance with this
      Section 2 but the parties do not enter into a new Agreement prior to the
      expiration of the Term, the Employee’s employment shall become one of at-will.


    


    3.
      Position
      and Responsibilities.
      During
      the period of employment hereunder, Employee shall serve as President of the
      Company and South Carolina Bank and Trust, N.A., a wholly-owned subsidiary
      of
      the Company (the “Bank”), or in such other office and authority as may be
      designated by the Board of Directors of the Company and South Carolina Bank
      and
      Trust, N.A. Employee shall have the duties, responsibilities, rights, power
      and
      authority that may be from time to time delegated or assigned to him by the
      Board of Directors of the Company and the Bank.

    


    4.
      Duties.
      During
      the period of employment hereunder, Employee shall devote all of his business
      time, attention, skills and efforts to the business of the Company and the
      faithful performance of his duties and responsibilities hereunder. Employee
      shall be loyal to the Company 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

    


    THIS
      AGREEMENT IS SUBJECT TO BINDING

    ARBITRATION
      PURSUANT TO S. C. CODE §15-48-10
      ET
      SEQ.,

    AS
      AMENDED FROM TIME TO TIME

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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,
      “Base Salary”) of $195,000.00 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 similarly situated
      employees.

    


    (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 and amended 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
      the
      Company requires him to attend, and (iii) pay on behalf of Employee dues
      required to maintain membership during his employment in a country club in
      Columbia, South Carolina to be determined by Company and Employee. 

    


    (g)
      Total
      Compensation.
      As used
      herein, the term Total Compensation shall refer to the aggregate total of:
      (i)
      the Employee’s Base Salary at the time the Employee’s employment terminates,
      (ii) the greater of the Employee’s annual bonus for the fiscal year immediately
      preceding the fiscal year in which Employee’s employment terminates of the
      average of the annual bonus for the prior five fiscal years preceding
      termination, and (iii) the amount the Company contributes towards Employee’s
      health and dental insurance on a monthly basis as of the time the Employee’s
      employment terminates.

    


    
      
        
        

      

      
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    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 due to death, Disability or 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 such notice to Employee of such termination as may be
      determined by the Board of Directors. For the purpose of this
      Agreement:

    


    (i)
      “Disability”
      means “disability” (as such term is 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 three months or any impairment
      of
      mind or body that is likely to result in a “disability” of Employee for more
      than six months during any twelve-month period.

    


    (ii)
      “Cause”
      means: (A) the repeated failure of Employee to perform his responsibilities
      and
      duties hereunder; (B) the commission of an act by Employee constituting
      dishonesty or fraud against the Company or the Bank; (C) being charged with
      a
      felony; (D) habitual absenteeism; (E) Employee
      is determined to have been on the job while under the influence of alcohol,
      unauthorized or illegal drugs, prescription drugs that have not been prescribed
      for the Employee, or other substances that have the potential to impair the
      Employee’s judgment or performance; (F)
      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 its affiliates; (G) bringing
      firearms or weapons into the workplace; (H) the Employee’s failure to comply
      with policies, standards, and regulations of Company; (I)
      the
      Employee’s engagement in conduct which is in material contravention of any
      federal, state or local law or ordinance other than a minor offense which does
      not reflect or impact upon the Employer or Bank; (J) the Employee’s engagement
      in conduct which is unbecoming to or inconsistent with the duties and
      responsibilities of a member of management of the Employer; or (K) the Employee
      engaging
      in sexual or other form of illegal harassment.

    


    In
      the
      event of termination of Employee’s employment for death, Disability or Cause
      under this Section 6(a), Employee shall be entitled only to the Base Salary
      earned through the date of termination. In the case of the Employee’s death such
      payment shall be made to Employee’s estate unless the Employee has directed
      otherwise in a writing directed to the Company prior to his death.

     

    (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
      pay
      to Employee the Base Salary, subject to applicable federal and state income
      and
      social security tax withholding requirements and in accordance with the
      Company’s customary payroll practices, for the six month period immediately
      following termination. In addition, for a period of six months, the Company
      shall contribute towards Employee’s COBRA premium, i.e., pay the same monthly
      amount for family coverage as it would if he were an active employee, if
      Employee is covered under Company or Bank’s health welfare benefit plan prior to
      the cessation of his employment and elects to maintain coverage through COBRA.
      Employee shall be responsible for the remaining portion of the monthly COBRA
      premium during this period. If Employee fails to make his portion of the COBRA
      payment before the 10th
      of the
      month for which coverage is sought (i.e. January 10th
      for
      January coverage), Company’s obligation under this Section 6(b) to pay toward
      Employee’s monthly COBRA premium shall cease. If Employee elects to extend
      coverage under Company or Bank’s health welfare benefit plan after six months,
      Employee will be responsible for the payment of the entire applicable COBRA
      premium. If Employee becomes eligible to enroll in another employer-sponsored
      health welfare benefit plan prior to end of the six months, Company’s obligation
      under this Section 6(b) to pay toward Employee’s monthly COBRA premium shall
      cease. The Company’s obligations to make certain payments to or on behalf of the
      Employee under this Section 6(b) is expressly conditioned upon the Employee
      executing and returning to Company a settlement agreement that will include
      a
      full waiver and release of all claims, including potential claims known or
      unknown, against Company, Bank, their officers, directors, agents, employees,
      etc.

     

    
      
        
        

      

      
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    (c)
      Termination
      by Employee.
      Employee
      shall have the right at any time voluntarily to terminate his employment, upon
      30 days written notice, in which event Employee shall be entitled only to the
      Base Salary through the date of termination.

     

    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 in Control, or
      (B) Employee is employed by the Company or an affiliate thereof at the time
      such
      Change of Control occurs, and
      at
      anytime within one year after the Change in Control occurs

    


    (1)
      the
      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

    (2)
      Employee
      voluntarily 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, as hereinafter defined, 

    


    the
      Company (or its successors) shall pay to 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 in
      Control Payments”) equal to twice the Employee’s Total
      Compensation.

    


    
      
        
        

      

      
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    (b)
      The
      Change
      of Control Payment is in
      lieu
      of and not in addition to
      any
      payments provided for under Section 6 of this Agreement. Such amount shall
      be
      paid in two equal payments each consisting of one-half the total Change of
      Control Payments with the first payment to be made immediately upon the
      cessation of employment and the second to be made exactly one year later. The
      Company or its successor’s obligations to make certain payments to or on behalf
      of the Employee under this Section 7 is expressly conditioned upon the Employee
      executing and returning to Company or its successor a settlement agreement
      that
      will include a full waiver and release of all claims, including potential claims
      known or unknown, against Company, Bank, their officers, directors, agents,
      employees, etc.

    


    (c)
      Notwithstanding
      anything in this Agreement to the contrary, if a Change of Control occurs after
      the date of this Agreement, and if Employee is entitled under any agreement
      or
      arrangement to receive compensation that would constitute a parachute payment
      (including, without limitation, the vesting of any rights) within the meaning
      of
      Code §280G (the “Parachute Payments”), the Change of Control Payment shall be
      reduced to the extent necessary to cause the aggregate present value of all
      payments in the nature of compensation to Employee that are contingent on a
      change in the ownership or effective control of the Company or in the ownership
      of a substantial portion of the assets of the Company, not to exceed 2.99 times
      the Base Amount, all within the meaning of Code §280G.

    


    (d)
      For
      purposes of this Section, “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).

    


    (e)
      For
      purposes of this Section, “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 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;

    


    
      
        
        

      

      
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    (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 the Employee may do so only
      if
      the circumstances described in such notice have not been corrected in all
      material respects by the Company.

    


    (f)
      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;

    (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.

    


    
      
        
        

      

      
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    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 or clients that is confidential or proprietary. 

    


    (a)
      Use
      and Maintenance of Confidential Information. At
      all
      time, 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 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 Bank’s competitors or the public; (ii) all confidential information
      obtained by the Company or the Bank from third parties and customers concerning
      the business of the Company, 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, customer list, confidential information by customers or clients,
      sales and cost information and financial results and performance. 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.

    


    (b)
      Return
      of information.
      The
      Employee acknowledges that all information, the disclosure of which is
      prohibited by Section 8(a) above, is of a confidential and proprietary character
      and of great value to the Company and shall remain the exclusive property of
      the
      Company. Upon the termination of employment with the Company, the Employee
      agrees to immediately deliver to the Company all records, calculations,
      memoranda, papers, data, lists, and documents of any description which refer
      to
      or relate in any way to such information and to return to the Company any of
      its
      equipment and property which may then be in the Employee’s possession or under
      his control.

    


    (c)
      No
      Removal of Information.
      Except
      as necessary to perform his job, under no circumstances shall the Employee
      remove from the Company’s or Bank’s office any of the Company’s books, records,
      documents, blueprints, customer lists, any other stored information whether
      stored as paper, electronically or otherwise, or any copies thereof, without
      the
      written permission of the Company; nor shall the Employee make any copies of
      such books, records, documents, blueprints, customer lists, or other stored
      information for use outside of the Company’s offices except as specifically
      authorized by the Company or as necessary to perform his job.

     

    
      
        
        

      

      
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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. Further, Employee shall not without the written permission
      of
      the Company 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”) with respect to any of the
      other services provided by the Company and its affiliates during the Term,
      but
      such permission by the Company shall not be unreasonably denied. 

    


    (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 the
      purpose of Section 9 of this Section, “Noncompetition Period” shall mean the
      period of employment hereunder and the period commencing on the date of
      termination of employment and ending 18 months thereafter. If employee is found
      to have violated the covenants contained herein during the Noncompetition Period
      such Noncompetition Period shall be extended for a period equal to the amount
      of
      time the Employee is found to have been in non-compliance. 

    


    (c)
      Geographic
      Scope.
      The
      restrictions on competition set forth in Section shall apply to any county
      in
      the State of South Carolina or any county in any other state in which the
      Company or 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.

    


    
      
        
        

      

      
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    (d)
      Providing
      Copy of Agreement.
      Employee shall provide a copy of this Agreement to any person or entity with
      whom Employee interviews during the time limitations set forth in this Section
      9(a).

    


    (e)
      Employee’s
      Representation.
      Employee
      represents that his experience and capabilities are such that the provisions
      of
      this Section 9 will not unreasonably limit him in earning a livelihood in the
      event that Employee’s employment with the Company terminated.

    


    (f)
      Obligations
      Survive.
      Employee’s obligations under Sections 8 and 9 shall survive any termination of
      his employment with the Company.

    


    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.


    


    (a)
      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.

    


    (b)
      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 determines to be fair and reasonable, it being
      the
      intent of each of the parties hereto be subject to an agreement that is
      necessary for the protection of the legitimate interest of the Company and
      it
      successors or assigns and that is not unduly harsh in curtaining the legitimate
      rights of the Employee. If the court declines to define less broad permissible
      restrictions, the parties agree to submit to binding arbitration the permissible
      scope of reasonable restrictions, pursuant to the South Carolina Uniform
      Arbitration Act, and agree that such arbitration result shall be incorporated
      into this Agreement and that this Agreement will be amended
      accordingly.

    


    (c)
      Employee
      agrees that if he breaches any of the covenants set forth in this Agreement,
      Company shall be entitled to setoff its damages against any amount owed by
      Company (or successor) to Employee and to cease making payments to Company
      pending a resolution of the controversy. This Paragraph 10(c) shall in no way
      limit the Company’s right to simultaneously seek and obtain injunctive relief as
      set forth in Paragraph 10(a).

    


    11.
      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.

    


    
      
        
        

      

      
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    (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 (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 respective successors and assigns.

    


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

    


    (e)
      Insurance.
      The
      Company, at is 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. 

    


    (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 has been executed and delivered in the State of South Carolina, and
      the laws of such state shall govern its validity, interpretation, performance
      and enforcement.

    


    
      
        
        

      

      
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    (j)
      Arbitration.
      With
      the
      exception of enforcement of the covenants discussed in Sections 8 and 9 of
      this
      Agreement, all claims, disputes and other matters in question between the
      Company, or it successors, and the Employee including those arising out of,
      or
      relating to, this Agreement or the validity, interpretation, enforceability
      or
      breach thereof, which are not resolved by agreement of the parties, shall be
      subject to binding and mandatory arbitration pursuant to the South Carolina
      Uniform Arbitration Act contained in S.C. Code §§ 15-48-10 et seq.,
      as
      amended from time to time. 
      Such
      arbitration shall be held in Columbia, South Carolina and shall be conducted
      in
      accordance with the rules of the American Arbitration Association, and judgment
      upon such award may be entered in any court having jurisdiction. The expenses
      of
      the arbitration shall be borne by the Company or its successor; however, each
      party shall bear his or its own costs and attorney’s fees unless a statutory
      cause of action provides for such an award. 

    


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

    

      
        	 	
                SCBT
                  FINANCIAL CORPORATION

              
	 	 
	 	Date
                approved: November 1, 2006
	 	 
	 	
                /s/
                  Robert R. Hill, Jr.

              
	 	
                By:
                  Robert R. Hill, Jr.

              
	 	
                Its:
                  CEO

              
	 	 
	 	 
	 	
                EMPLOYEE

              
	 	 
	 	 
	 	
                /s/
                  John Windley

              
	 	
                John
                  Windley

              


      

    

     

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