This excerpt taken from the SCBT 8-K filed Apr 30, 2009.



8.1                               Amendment.


The Committee shall have the right to amend or modify the Plan, in full or in part, at any time and from time to time; provided, however, that no amendment or modification shall:


(a)                                Affect any right or obligation with respect to any grant theretofore made, unless required by law, or


(b)                               Unless previously approved by the shareholders of SCBT Financial (where such approval is necessary to satisfy then applicable requirements of federal securities




laws, the Code, or rules of any stock exchange or market on which SCBT Financial’s Common Stock is listed):


(i)                                   in any manner materially affect the eligibility requirements set forth in Sections 3.1 and 3.2,
(ii)                                increase the number of shares of Common Stock available for issuance under the Plan (except as provided in Section 4.2), or
(iii)                             materially increase the benefits to Participants under the Plan.

8.2                               Termination.


The Committee may terminate the Plan at any time in its sole and absolute discretion.  Upon termination of the Plan, the Administrator shall give notice thereof to Participants and shall terminate all payroll deductions.  Cash balances in Participants’ accounts shall be refunded promptly.


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