SECOND AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT

Exhibit 10.6

SECOND AMENDED AND RESTATED

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS AGREEMENT, dated and effective this 31 ^st day of December, 2008, 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 C. Pollok (the "Employee").

WHEREAS, the Company and Employee formerly entered into an Agreement entitled Employment Agreement dated October 23, 2002 and thereafter entered into an Amended and Restated Employment and Non-Competition Agreement effective September 1, 2006; and

WHEREAS, Company and Employee wish to terminate the Amended and Restated Employment and Non-Competition Agreement effective September 1, 2006, and 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 Chief Operating Officer and Chief Financial Officer of the Company and SCBT, 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 SCBT, 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

THIS AGREEMENT IS SUBJECT TO BINDING

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

AS AMENDED FROM TIME TO TIME

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 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"), which currently is $261,120.00 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.  In no event, however, shall reimbursement of expenses be paid later than the end of the year following the year in which the expense was incurred.

(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.  Any and all reimbursements payable to the Employee for attending meetings and conventions which Employee is required by the Company to attend shall be paid no later than the end of the year following the year in which the expense was incurred.

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(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 or 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.

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 six months or any impairment of mind or body that is likely to result in a "disability" of Employee for more than three 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

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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.  To the extent that any amount payable during this six month period following termination exceeds the lesser of (1) two times the employee’s annual rate of compensation for the taxable year before the taxable year in which the termination occurs, or (2) two times the then current compensation limit set for tax-qualified retirement plans under Internal Revenue Code Section 401(a)(17), such excess amount shall not be paid to Employee before the date that is six months after the date of termination of the Employee (or, if earlier than the end of the six month period, the date of death of the Employee).  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 10 ^th of the month for which coverage is sought (i.e. January 10 ^th 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.

(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

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(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 two and one-half (2½) times the Employee’s Total Compensation.

(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 made immediately upon the cessation of employment and the second to be made exactly one year later.  To the extent that any amount payable immediately upon the cessation of employment exceeds the lesser of (1) two times the employee’s annual rate of compensation for the taxable year before the taxable year in which the termination occurs, or (2) two times the then current compensation limit set for tax-qualified retirement plans under Internal Revenue Code Section 401(a)(17), such excess amount shall not be paid to Employee before the date that is six months after the date of termination of the Employee (or, if earlier than the end of the six month period, the date of death of the Employee).  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, successors, assigns, their officers, directors, agents, employees, etc.

(c)           Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7(c) (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive (to the extent not paid directly by the Company as withholding taxes) an additional payment (a "Gross-Up

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Payment").  As used herein, the term Gross-Up Payment refers to a payment to reimburse the Employee in an amount equal to all or a designated portion of the Federal, state, local, or foreign taxes imposed upon the Employee as a result of compensation paid or made available to the Employee by the Company, including the amount of additional taxes imposed on the Employee due to the Company’s payment of the initial taxes on such compensation.  The Gross-Up Payment shall be the amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes) with respect to Payments including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

All determinations required to be made under this Section 7(c), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the accounting firm (the "Accounting Firm") conducting the audit of the Company at the time in question; provided, however, that the Accounting Firm shall not determine that no Excise Tax is payable by the Employee unless it delivers to the Employee a written opinion (the "Accounting Opinion") that failure to report the Excise Tax on the Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty.  In the event that the Accounting Firm has served, at any time during the two years immedi