First Financial Holdings Inc /De/ Sample Contracts

FIRST FINANCIAL HOLDINGS, INC. 65,000 Shares of Fixed Rate Cumulative Series A Perpetual Preferred Stock, Liquidation Preference $1,000 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • April 3rd, 2012 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • New York

First Financial Holdings, Inc., a Delaware corporation (the “Company”), First Federal Savings and Loan Association of Charleston (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” and together with any underwriter substituted as hereinafter provided in Section 11 hereof, the “Underwriters”), for whom Merrill Lynch is acting as Representative (in such capacity, the “Representative”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Series A Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 65,000 shares of Preferred Stock to be purchased by the Underwriters are referred to herein, collectively, as the “Securities.”

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SEVERANCE AGREEMENT
Change in Control • October 15th, 2010 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • South Carolina

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2010 (the “Effective Date”), by and between First Financial Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”).

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Exhibit 10.10 Employment Agreement with Susan E. Baham
Employment Agreement • December 27th, 1996 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • South Carolina
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EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2006 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • South Carolina

THIS AGREEMENT entered into this ____ day of _________, 2006, by and between FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHARLESTON (the “Association”), FIRST FINANCIAL HOLDINGS, INC. and _______________________ (the “Employee”).

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FIRST FINANCIAL HOLDINGS, INC. 2007 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
First Financial • May 31st, 2007 • First Financial Holdings Inc /De/ • Savings institution, federally chartered

This Option is granted on ___________, (the "Grant Date" ), by First Financial Holdings, Inc. (the "Corporation"), to ___________________ (the "Optionee"), in accordance with the following terms and conditions:

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CAPE FEAR BANK, WILMINGTON, NC FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF CHARLESTON DATED AS OF
Purchase and Assumption Agreement • April 16th, 2009 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • New York

THIS AGREEMENT, made and entered into as of the 10TH day of April, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CAPE FEAR BANK, WILMINGTON, NC (the "Receiver"), FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF CHARLESTON, organized under the laws of the United States of America, and having its principal place of business in WILMINGTON, NC (the "Assuming Bank"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").

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FIRST FINANCIAL HOLDINGS, INC. 2007 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 31st, 2007 • First Financial Holdings Inc /De/ • Savings institution, federally chartered

This Option is granted on _______________, (the "Grant Date"), by First Financial Holdings, Inc. (the "Corporation"), to _______________ (the "Optionee"), in accordance with the following terms and conditions:

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PLANTATION FEDERAL BANK, PAWLEYS ISLAND, SOUTH CAROLINA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST FEDERAL BANK, CHARLESTON, SOUTH...
Purchase and Assumption Agreement • May 10th, 2012 • First Financial Holdings Inc /De/ • Savings institution, federally chartered

THIS AGREEMENT, made and entered into as of the 27th day of April, 2012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PLANTATION FEDERAL BANK, PAWLEYS ISLAND, SOUTH CAROLINA (the “Receiver”), FIRST FEDERAL BANK, CHARLESTON, SOUTH CAROLINA, organized under the laws of the State of South Carolina, and having its principal place of business in Charleston, South Carolina (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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ASSET PURCHASE AND INTERIM SERVICING AGREEMENT between FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHARLESTON (Seller) and LOW COUNTRY VENTURES SC, LLC (Purchaser) Dated as of October 25, 2011
Asset Purchase and Interim Servicing Agreement • October 26th, 2011 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • South Carolina

THIS ASSET PURCHASE AND INTERIM SERVICING AGREEMENT (this “Agreement”), dated as of October 25, 2011, is between Low Country Ventures SC, LLC (“Purchaser”) and First Federal Savings and Loan Association of Charleston (“Seller”).

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FIRST FINANCIAL HOLDINGS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 31st, 2007 • First Financial Holdings Inc /De/ • Savings institution, federally chartered

Shares of Restricted Stock are hereby awarded on _____________, by First Financial Holdings, Inc. (the " Corporation" ), to ______________ (the " Grantee" ), in accordance with the following terms and conditions:

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Exhibit 10.3
First Financial Holdings Inc /De/ • December 27th, 1996 • Savings institution, federally chartered
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STOCK PURCHASE AGREEMENT dated as of May 26, 2011 between HUB INTERNATIONAL MIDWEST LIMITED and FIRST FINANCIAL HOLDINGS, INC.
Stock Purchase Agreement • May 27th, 2011 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • New York

Page ARTICLE 1 DEFINITIONS 1 Section 1.1. Certain Defined Terms 1 Section 1.2. Cross References 11 ARTICLE 2 PURCHASE PRICE; CLOSING 12 Section 2.1. Acquisition of the Shares 12 Section 2.2. Purchase Price 12 Section 2.3. Payment of Preliminary Purchase Price 12 Section 2.4. Working Capital Adjustment. 12 Section 2.5. Closing 15 Section 2.6. Closing Deliveries of Seller 15 Section 2.7. Closing Deliveries of Purchaser 17 Section 2.8. Withholding 18 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY AND THE SUBSIDIARIES 18 Section 3.1. Organization 18 Section 3.2. Organizational Documents and Corporate Records 18 Section 3.3. No Conflicts; Required Consents. 18 Section 3.4. Capitalization. 19 Section 3.5. Subsidiaries and Investments. 20 Section 3.6. Financial Statements. 20 Section 3.7. No Undisclosed Liabilities; Indebtedness and Liens. 21 Section 3.8. Absence of Certain Changes 21 Section 3.9. Material Contracts. 22 Section 3.10. Legal Proceedings 23 Section 3.11

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4,193,550 Shares First Financial Holdings, Inc. Common Stock par value $.01 per share Underwriting Agreement
Underwriting Agreement • September 24th, 2009 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • New York

First Financial Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or an “Underwriter”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 4,193,550 shares of common stock, par value $.01 per share, of the Company (the “Common Stock”), as set forth in Schedule I hereto (the “Firm Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 629,032 additional shares

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THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO §15-48-10 OF THE SOUTH CAROLINA CODE OF LAWS (1976), AS AMENDED.
Separation and Release Agreement • March 1st, 2011 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • South Carolina

THIS SEPARATION AND RELEASE AGREEMENT (this "Agreement") is entered into and is effective as of this 1st day of March, 2011, (the "Effective Date") by and between First Financial Holdings, Inc. ("First Financial"); First Federal Savings and Loan Association of Charleston, ("First Federal"), their subsidiaries, affiliates, and related entities (collectively the "Company"), and A. Thomas Hood, a resident of Charleston County (the "Executive").

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