GUARANTEE AGREEMENT

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GUARANTEE AGREEMENT

by and between

SCBT FINANCIAL CORPORATION

and

WILMINGTON TRUST COMPANY

Dated as of April 7, 2005

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GUARANTEE AGREEMENT

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This GUARANTEE AGREEMENT (this "Guarantee"), dated as of April 7, 2005,

is executed and delivered by SCBT Financial Corporation, a South Carolina

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 Capital Securities (as

defined herein) of SCBT Capital Trust II, a Delaware statutory trust (the

"Issuer").

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the

"Declaration"), dated as of the date hereof among Wilmington Trust Company, not

in its individual capacity but solely as institutional trustee, the

administrators of the Issuer named therein, the Guarantor, as sponsor, and the

holders from time to time of undivided beneficial interests in the assets of the

Issuer, the Issuer is issuing on the date hereof those undivided beneficial

interests, having an aggregate liquidation amount of $8,000,000.00 (the "Capital

Securities"); and

WHEREAS, as incentive for the Holders to purchase the Capital

Securities, the Guarantor desires irrevocably and unconditionally to agree, to

the extent set forth in this Guarantee, to pay to the Holders of Capital

Securities the Guarantee Payments (as defined herein) and to make certain other

payments on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the purchase by each Holder of the

Capital Securities, which purchase the Guarantor hereby agrees shall benefit the

Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of

the Holders.

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions and Interpretation. In this Guarantee, unless

the context otherwise requires:

(a) capitalized terms used in this Guarantee but not defined in the

preamble above have the respective meanings assigned to them in this Section

1.1;

(b) a term defined anywhere in this Guarantee has the same meaning

throughout;

(c) all references to "the Guarantee" or "this Guarantee" are to this

Guarantee as modified, supplemented or amended from time to time;

(d) all references in this Guarantee to "Articles" or "Sections" are to

Articles or Sections of this Guarantee, unless otherwise specified;

(e) terms defined in the Declaration as at the date of execution of

this Guarantee have the same meanings when used in this Guarantee, unless

otherwise defined in this Guarantee or unless the context otherwise requires;

and

(f) a reference to the singular includes the plural and vice versa.

"Affiliate" has the same meaning as given to that term in Rule 405 of

the Securities Act of 1933, as amended, or any successor rule thereunder.

"Beneficiaries" means any Person to whom the Issuer is or hereafter

becomes indebted or liable.

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"Capital Securities" has the meaning set forth in the recitals to this

Guarantee.

"Common Securities" means the common securities issued by the Issuer to

the Guarantor pursuant to the Declaration.

"Corporate Trust Office" means the office of the Guarantee Trustee at

which the corporate trust business of the Guarantee Trustee shall, at any

particular time, be principally administered, which office at the date of

execution of this Guarantee is located at Rodney Square North, 1100 North Market

Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust

Administration.

"Covered Person" means any Holder of Capital Securities.

"Debentures" means the debt securities of the Guarantor designated the

Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035

held by the Institutional Trustee (as defined in the Declaration) of the Issuer.

"Declaration Event of Default" means an "Event of Default" as defined

in the Declaration.

"Event of Default" has the meaning set forth in Section 2.4(a).

"Guarantee Payments" means the following payments or distributions,

without duplication, with respect to the Capital Securities, to the extent not

paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined

in the Declaration) which are required to be paid on such Capital Securities to

the extent the Issuer shall have funds available therefor, (ii) the Redemption

Price to the extent the Issuer has funds available therefor, with respect to any

Capital Securities called for redemption by the Issuer, (iii) the Special

Redemption Price to the extent the Issuer has funds available therefor, with

respect to Capital Securities redeemed upon the occurrence of a Special Event,

and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up or

termination of the Issuer (other than in connection with the distribution of

Debentures to the Holders of the Capital Securities in exchange therefor as

provided in the Declaration), the lesser of (a) the aggregate of the liquidation

amount and all accrued and unpaid Distributions on the Capital Securities to the

date of payment, to the extent the Issuer shall have funds available therefor,

and (b) the amount of assets of the Issuer remaining available for distribution

to Holders in liquidation of the Issuer (in either case, the "Liquidation

Distribution").

"Guarantee Trustee" means Wilmington Trust Company, until a Successor

Guarantee Trustee has been appointed and has accepted such appointment pursuant

to the terms of this Guarantee and thereafter means each such Successor

Guarantee Trustee.

"Guarantor" means SCBT Financial Corporation and each of its successors

and assigns.

"Holder" means any holder, as registered on the books and records of

the Issuer, of any Capital Securities; provided, however, that, in determining

whether the Holders of the requisite percentage of Capital Securities have given

any request, notice, consent or waiver hereunder, "Holder" shall not include the

Guarantor or any Affiliate of the Guarantor.

"Indemnified Person" means the Guarantee Trustee, any Affiliate of the

Guarantee Trustee, or any officers, directors, shareholders, members, partners,

employees, representatives, nominees, custodians or agents of the Guarantee

Trustee.

"Indenture" means the Indenture dated as of the date hereof between the

Guarantor and Wilmington Trust Company, not in its individual capacity but

solely as trustee, and any indenture supplemental thereto pursuant to which the

Debentures are to be issued to the institutional trustee of the Issuer.

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"Issuer" has the meaning set forth in the opening paragraph to this

Guarantee.

"Liquidation Distribution" has the meaning set forth in the definition

of "Guarantee Payments" herein.

"Majority in liquidation amount of the Capital Securities" means

Holder(s) of outstanding Capital Securities, voting together as a class, but

separately from the holders of Common Securities, of more than 50% of the

aggregate liquidation amount (including the stated amount that would be paid on

redemption, liquidation or otherwise, plus accrued and unpaid Distributions to

the date upon which the voting percentages are determined) of all Capital

Securities then outstanding.

"Obligations" means any costs, expenses or liabilities (but not

including liabilities related to taxes) of the Issuer other than obligations of

the Issuer to pay to holders of any Trust Securities the amounts due such

holders pursuant to the terms of the Trust Securities.

"Officer's Certificate" means, with respect to any Person, a

certificate signed by one Authorized Officer of such Person. Any Officer's

Certificate delivered with respect to compliance with a condition or covenant

provided for in this Guarantee shall include:

(a) a statement that the officer signing the Officer's

Certificate has read the covenant or condition and the definitions

relating thereto;

(b) a brief statement of the nature and scope of the examination

or investigation undertaken by the officer in rendering the Officer's

Certificate;

(c) a statement that the officer has made such examination or

investigation as, in such officer's opinion, is necessary to enable

such officer to express an informed opinion as to whether or not such

covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of the officer,

such condition or covenant has been complied with.

"Person" means a legal person, including any individual, corporation,

estate, partnership, joint venture, association, joint stock company, limited

liability company, trust, unincorporated association, or government or any

agency or political subdivision thereof, or any other entity of whatever nature.

"Redemption Price" has the meaning set forth in the Indenture.

"Responsible Officer" means, with respect to the Guarantee Trustee, any

officer within the Corporate Trust Office of the Guarantee Trustee including any

Vice President, Assistant Vice President, Secretary, Assistant Secretary or any

other officer of the Guarantee Trustee customarily performing functions similar

to those performed by any of the above designated officers and also, with

respect to a particular corporate trust matter, any other officer to whom such

matter is referred because of that officer's knowledge of and familiarity with

the particular subject.

"Special Event" has the meaning set forth in the Indenture.

"Special Redemption Price" has the meaning set forth in the Indenture.

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"Successor Guarantee Trustee" means a successor Guarantee Trustee

possessing the qualifications to act as Guarantee Trustee under Section 3.1.

"Trust Securities" means the Common Securities and the Capital

Securities.

ARTICLE II

POWERS, DUTIES AND RIGHTS OF

GUARANTEE TRUSTEE

Section 2.1. Powers and Duties of the Guarantee Trustee.

(a) This Guarantee shall be held by the Guarantee Trustee for the

benefit of the Holders of the Capital Securities, and the Guarantee Trustee

shall not transfer this Guarantee to any Person except a Holder of Capital

Securities exercising his or her rights pursuant to Section 4.4(b) or to a

Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of

its appointment to act as Successor Guarantee Trustee. The right, title and

interest of the Guarantee Trustee shall automatically vest in any Successor

Guarantee Trustee, and such vesting and cessation of title shall be effective

whether or not conveyancing documents have been executed and delivered pursuant

to the appointment of such Successor Guarantee Trustee.

(b) If an Event of Default actually known to a Responsible Officer of

the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee

shall enforce this Guarantee for the benefit of the Holders of the Capital

Securities.

(c) The Guarantee Trustee, before the occurrence of any Event of

Default and after curing all Events of Default that may have occurred, shall

undertake to perform only such duties as are specifically set forth in this

Guarantee, and no implied covenants shall be read into this Guarantee against

the Guarantee Trustee. In case an Event of Default has occurred (that has not

been waived pursuant to Section 2.4) and is actually known to a Responsible

Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of

the rights and powers vested in it by this Guarantee, and use the same degree of

care and skill in its exercise thereof, as a prudent person would exercise or

use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee shall be construed to relieve the

Guarantee Trustee from liability for its own negligent action, its own negligent

failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the

curing or waiving of all such Events of Default that may have

occurred:

(A) the duties and obligations of the Guarantee Trustee

shall be determined solely by the express provisions of this

Guarantee, and the Guarantee Trustee shall not be liable except

for the performance of such duties and obligations as are

specifically set forth in this Guarantee, and no implied

covenants or obligations shall be read into this Guarantee

against the Guarantee Trustee; and

(B) in the absence of bad faith on the part of the Guarantee

Trustee, the Guarantee Trustee may conclusively rely, as to the

truth of the statements and the correctness of the opinions

expressed therein, upon any certificates or opinions furnished to

the Guarantee Trustee and conforming to the requirements of this

Guarantee; but in the case of any such certificates or opinions

that by any provision hereof are specifically required to be

furnished to the Guarantee Trustee, the Guarantee Trustee shall

be under a duty to examine the same to determine whether or not

they conform to the requirements of this Guarantee;

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(ii) the Guarantee Trustee shall not be liable for any error of

judgment made in good faith by a Responsible Officer of the Guarantee

Trustee, unless it shall be proved that such Responsible Officer of

the Guarantee Trustee or the Guarantee Trustee was negligent in

ascertaining the pertinent facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with respect to

any action taken or omitted to be taken by it in good faith in

accordance with the written direction of the Holders of not less than

a Majority in liquidation amount of the Capital Securities relating to

the time, method and place of conducting any proceeding for any remedy

available to the Guarantee Trustee, or relating to the exercise of any

trust or power conferred upon the Guarantee Trustee under this

Guarantee; and

(iv) no provision of this Guarantee shall require the Guarantee

Trustee to expend or risk its own funds or otherwise incur personal

financial liability in the performance of any of its duties or in the

exercise of any of its rights or powers, if the Guarantee Trustee

shall have reasonable grounds for believing that the repayment of such

funds is not reasonably assured to it under the terms of this

Guarantee or security and indemnity, reasonably satisfactory to the

Guarantee Trustee, against such risk or liability is not reasonably

assured to it.

Section 2.2. Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 2.1:

(i) The Guarantee Trustee may conclusively rely, and shall be

fully protected in acting or refraining from acting upon, any

resolution, certificate, statement, instrument, opinion, report,

notice, request, direction, consent, order, bond, debenture, note,

other evidence of indebtedness or other paper or document believed by

it to be genuine and to have been signed, sent or presented by the

proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this

Guarantee shall be sufficiently evidenced by an Officer's Certificate.

(iii) Whenever, in the administration of this Guarantee, the

Guarantee Trustee shall deem it desirable that a matter be proved or

established before taking, suffering or omitting any action hereunder,

the Guarantee Trustee (unless other evidence is herein specifically

prescribed) may, in the absence of bad faith on its part, request and

conclusively rely upon an Officer's Certificate of the Guarantor

which, upon receipt of such request, shall be promptly delivered by

the Guarantor.

(iv) The Guarantee Trustee shall have no duty to see to any

recording, filing or registration of any instrument (or any

re-recording, refiling or re-registration thereof).

(v) The Guarantee Trustee may consult with counsel of its

selection, and the advice or opinion of such counsel with respect to

legal matters shall be full and complete authorization and protection

in respect of any action taken, suffered or omitted by it hereunder in

good faith and in accordance with such advice or opinion. Such counsel

may be counsel to the Guarantor or any of its Affiliates and may

include any of its employees. The Guarantee Trustee shall have the

right at any time to seek instructions concerning the administration

of this Guarantee from any court of competent jurisdiction.

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(vi) The Guarantee Trustee shall be under no obligation to

exercise any of the rights or powers vested in it by this Guarantee at

the request or direction of any Holder, unless such Holder shall have

provided to the Guarantee Trustee such security and indemnity,

reasonably satisfactory to the Guarantee Trustee, against the costs,

expenses (including attorneys' fees and expenses and the expenses of

the Guarantee Trustee's agents, nominees or custodians) and

liabilities that might be incurred by it in complying with such

request or direction, including such reasonable advances as may be

requested by the Guarantee Trustee; provided, however, that nothing

contained in this Section 2.2(a)(vi) shall relieve the Guarantee

Trustee, upon the occurrence of an Event of Default, of its obligation

to exercise the rights and powers vested in it by this Guarantee.

(vii) The Guarantee Trustee shall not be bound to make any

investigation into the facts or matters stated in any resolution,

certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, other evidence of

indebtedness or other paper or document, but the Guarantee Trustee, in

its discretion, may make such further inquiry or investigation into

such facts or matters as it may see fit.

(viii) The Guarantee Trustee may execute any of the trusts or

powers hereunder or perform any duties hereunder either directly or by

or through agents, nominees, custodians or attorneys, and the

Guarantee Trustee shall not be responsible for any misconduct or

negligence on the part of any agent or attorney appointed with due

care by it hereunder.

(ix) Any action taken by the Guarantee Trustee or its agents

hereunder shall bind the Holders of the Capital Securities, and the

signature of the Guarantee Trustee or its agents alone shall be

sufficient and effective to perform any such action. No third party

shall be required to inquire as to the authority of the Guarantee

Trustee to so act or as to its compliance with any of the terms and

provisions of this Guarantee, both of which shall be conclusively

evidenced by the Guarantee Trustee's or its agent's taking such

action.

(x) Whenever in the administration of this Guarantee the

Guarantee Trustee shall deem it desirable to receive instructions with

respect to enforcing any remedy or right or taking any other action

hereunder, the Guarantee Trustee (i) may request instructions from the

Holders of a Majority in liquidation amount of the Capital Securities,

(ii) may refrain from enforcing such remedy or right or taking such