0000927089-04-000271 Sample Contracts

DECLARATION OF TRUST OF FIRST FINANCIAL CAPITAL TRUST I
First Financial Capital Trust I • July 2nd, 2004 • Savings institution, federally chartered

THIS DECLARATION OF TRUST is made as of March 17, 2004 (this "Declaration"), by and between First Financial Holdings, Inc., a Delaware corporation, as sponsor (the "Sponsor"), and Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Trustee"). The Sponsor and the Trustee hereby agree as follows:

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REGISTRATION RIGHTS AGREEMENT Dated as of March 19, 2004 by and among FIRST FINANCIAL HOLDINGS, INC., FIRST FINANCIAL CAPITAL TRUST I and SANDLER O'NEILL & PARTNERS, L.P., as Initial Purchaser
Registration Rights Agreement • July 2nd, 2004 • First Financial Capital Trust I • Savings institution, federally chartered • New York

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of March 19, 2004 by and among FIRST FINANCIAL HOLDINGS, INC., a Delaware corporation (the "Company"), FIRST FINANCIAL CAPITAL TRUST I, a business trust formed under the laws of the state of Delaware (the "Trust"), and SANDLER O'NEILL & PARTNERS, L.P. (the "Initial Purchaser").

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LIQUIDATED DAMAGES AGREEMENT
Liquidated Damages Agreement • July 2nd, 2004 • First Financial Capital Trust I • Savings institution, federally chartered • New York

THIS LIQUIDATED DAMAGES AGREEMENT (the "Agreement") is made and entered into as of March 19, 2004 by and among First Financial Holdings, Inc., a Delaware corporation (the "Company"), First Financial Capital Trust I, a business trust formed under the laws of the state of Delaware (the "Trust"), and SANDLER O'NEILL & PARTNERS, L.P. ("Sandler O'Neill" or the "Initial Purchaser").

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SERIES A GUARANTEE AGREEMENT FIRST FINANCIAL HOLDINGS, INC. Dated as of March 24, 2004
Guarantee Agreement • July 2nd, 2004 • First Financial Capital Trust I • Savings institution, federally chartered • New York

This SERIES A GUARANTEE AGREEMENT (the "Series A Guarantee"), dated as of March 24, 2004, is executed and delivered by First Financial Holdings, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Series A Capital Securities (as defined herein) of First Financial Capital Trust I, a Delaware statutory trust (the "Issuer").

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SERIES B GUARANTEE AGREEMENT FIRST FINANCIAL HOLDINGS, INC. Dated as of ___________, 2004
Guarantee Agreement • July 2nd, 2004 • First Financial Capital Trust I • Savings institution, federally chartered • New York

This SERIES B GUARANTEE AGREEMENT (the "Series B Guarantee"), dated as of _________, 2004, is executed and delivered by First Financial Holdings, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Series B Capital Securities (as defined herein) of First Financial Capital Trust I, a Delaware statutory trust (the "Issuer").

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FORM OF EXCHANGE AGENT AGREEMENT July 1, 2004
Exchange Agent Agreement • July 2nd, 2004 • First Financial Capital Trust I • Savings institution, federally chartered • New York

Wilmington Trust Company, as Institutional Trustee of First Financial Capital Trust I Corporate Trust Administration Rodney Square North 1100 North Market Street Wilmington, Delaware 19890

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