EX-1.1 PLACEMENT AGREEMENT

PLACEMENT AGREEMENT, dated as of December 17, 2004 (this “Agreement”), among HCSB Financial Trust I, a statutory trust created under the laws of the State of Delaware (the “Issuer”), HCSB Financial Corporation, a South Carolina corporation, as Sponsor under the Declaration, as defined below (the “Sponsor” and, together with the Issuer, the “Trust Parties”), and Cohen Bros. & Company, as placement agent (the “Placement Agent”).

WHEREAS, the Issuer proposes to issue U.S. $6,000,000 of its Capital Securities, designated TP Securities, due March 15, 2035 (the “Securities”);

WHEREAS, the Securities will be issued pursuant to an Amended and Restated Declaration of Trust to be dated as of December 21, 2004 (the “Declaration”), among HCSB Financial Corporation, as Sponsor, JPMorgan Chase Bank, N.A., as Institutional Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and the Administrators named therein;

WHEREAS, the Issuer has agreed not later than the December 21, 2004 (“Closing Date”), to provide the Placement Agent with a copy of the Declaration and any other documents required to be delivered pursuant to the terms hereof or the Declaration;

WHEREAS, the Issuer will use the proceeds from the sale of the Securities to purchase Debentures (as defined in the Declaration); and

WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed thereto in the Declaration;

NOW IT IS HEREBY AGREED as follows:

1.                                        PLACEMENT OF SECURITIES; COMPENSATION .

(a)                                   On the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties herein set forth, the Issuer hereby appoints the Placement Agent as placement agent to place Securities, and the Placement Agent hereby accepts such appointment. From the date hereof until any termination of the Placement Agent’s obligations hereunder, the Placement Agent shall use its reasonable efforts to place Securities with investors permitted by the terms hereof.

(b)                                  The Securities shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature.

(c)                                   As compensation for the placement services to be provided by the Placement Agent hereunder, the Issuer shall pay to the Placement Agent a fee in an amount as agreed upon between the Issuer and the Placement Agent. Following payment in full to the Placement Agent of all fees earned hereunder, the Issuer shall have no further obligation hereunder to the Placement Agent with respect to any fee. Such fees shall be due and payable upon sale and issuance of the Securities. The Issuer shall have no obligation to pay any fees with respect to any placement of the Securities which is not completed. No fee payable to any other

placement agent by the Issuer or any other entity shall reduce or otherwise affect the fees payable hereunder to the Placement Agent.

2.                                        CLOSING .  On the Closing Date, delivery of and payment for the Securities shall be made at the offices of JPMorgan Chase Bank, N.A. or such other location or locations as shall be mutually acceptable to the parties hereto.  Delivery of the Securities shall be made against payment of the purchase price therefor to the order of the Issuer in same day funds by transfer to an account designated by the Sponsor or by such other means in same day funds as shall be acceptable to the Placement Agent and Sponsor. Such payment shall be made upon authorization from the Placement Agent (such authorization to be given if the conditions to the Placement Agent’s obligations set forth herein are either satisfied or waived) against delivery of the Securities. The Securities will be in the form requested by the Placement Agent in accordance with the terms of the Declaration.

3.                                        PAYMENT OF EXPENSES . The Sponsor agrees to pay all costs and expenses incident to the performance of the obligations of the Sponsor and the Issuer under this Placement Agreement, whether or not the transactions contemplated herein are consummated or this Placement Agreement is terminated, including all costs and expenses incident to (i) the authorization, issuance, sale and delivery of the Securities and any taxes payable in connection therewith; (ii) the fees and expenses of qua1ifying the Securities under the securities laws of applicable jurisdictions, and (iii) the fees and expenses of the counsel, the accountants and any other experts or advisors retained by the Sponsor or the Issuer.

Notwithstanding the foregoing, if the sale of the Securities provided for in this Placement Agreement is not consummated because any condition set forth herein to be satisfied by either the Sponsor or the Issuer is not satisfied, because this Placement Agreement is terminated pursuant to Section 10 or because of any failure, refusal or inability on the part of the Sponsor or the Issuer to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by a reason of a default by the Placement Agent, the Sponsor will reimburse the Placement Agent upon demand for all reasonable out-of-pocket expenses (including the fees and all reasonable expenses of special counsel retained by the Placement Agent, which fees and expenses shall not exceed $12,500) that shall have been incurred by the Placement Agent in connection with the proposed placement of the Securities. The Sponsor shall not in any event be liable to the Placement Agent for the loss of anticipated profits from the transactions contemplated by this Placement Agreement.

4.                                        REPRESENTATIONS AND WARRANTIES .  Each Trust Party hereby represents, warrants and agrees to and with the Placement Agent that, as of the Closing Date, and as to itself only and not as to the other:

(a)                                   with respect to the Issuer, it is duly formed and validly existing under the laws of the State of Delaware and, with respect to the Sponsor, and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) (the “Significant Subsidiaries”), each is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, in each case, with all requisite power and authority to own or transfer, as applicable, the Debentures, to conduct its business as required under the Declaration, this Agreement or any other documents relating to or otherwise in connection with the issue and sale of the Securities

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(collectively, the “Transaction Documents”) and to perform its obligations hereunder and under each Transaction Document, and is lawfully qualified to do business and is in good standing in those jurisdictions in which it conducts business and where the failure to be so qualified or in good standing would have a material adverse effect on the condition (financial or otherwise), earnings or business of such Trust Party, whether or not occurring in the ordinary course of business, or would otherwise be material in context of the issuance of the Securities (“Material Adverse Effect”);

(b)                                  this Agreement has been duly authorized, executed and delivered by such Trust Party and constitutes, and each of the Transaction Documents to which such Trust Party is a party has been duly authorized by such Trust Party and, when duly executed and delivered by the Placement Agent and the other parties thereto (if any), on the Closing Date, will constitute, legal, valid and binding obligations of such Trust Party, except as such obligations may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and the application of general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law);

(c)                                   neither the Issuer nor the Sponsor nor any of the Significant Subsidiaries is in breach or violation of, or default under, with or without notice or lapse of time or both, its corporate charter, bylaws or other governing documents (including without limitation, the Declaration);

(d)                                  all of the issued and outstanding capital stock of the Sponsor has been duly authorized and validly issued and is fully paid and nonassessable;

(e)                                   all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable, except to the extent such shares may be deemed assessable under 12 U.S.C. Section 1831o or 12 U.S.C. Section 55, and is owned by the Sponsor, directly or through subsidiaries, free of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right; and none of the issued and outstanding capital stock of the Sponsor or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Sponsor or any of its Significant Subsidiaries or under any agreement to which the Sponsor or any of its Significant Subsidiaries is a party or is otherwise bound;

(f)                                     with respect to the Issuer, on the Closing Date, the Securities have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the Declaration against payment therefor as contemplated herein, will be validly issued and represent undivided beneficial interests in the assets of the Issuer, entitled to the benefits provided by the Declaration;

(g)                                  with respect to the Issuer, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue, sale or delivery of the Securities, except for those which have been obtained and are in full force and effect, and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the consummation of the

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other transactions contemplated by the Transaction Documents, except for those which have been obtained and are in full force and effect, and except where the failure to obtain such consent, approval, authorization, order, registration or qualification would not have a Material Adverse Effect;

(h)                                  the execution and delivery of the Transaction Documents, the issue of the Securities and the consummation of the other transactions contemplated by the Transaction Documents (and compliance with the terms thereof) do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under the organizational documents of such Trust Party; and the execution and delivery of the Transaction Documents, the issue of the Securities and the consummation of the other transactions contemplated by the Transaction Documents (and compliance with the terms thereof) do not and will not conflict with or result in a breach of any indenture, trust deed, mortgage or other agreement or instrument to which such Trust Party is a party or by which it or any of its properties is bound, or infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over such Trust Party or any of its properties, except for such conflicts, breaches, defaults or infringements that would not have a Material Adverse Effect;

(i)                                      there are no pending actions, suits or proceedings against or affecting such Trust Party or any of its properties and, to the best of such Trust Party’s knowledge, no such suits or proceedings are threatened or contemplated that individually or in aggregate could reasonably be expected to have a Material Adverse Effect on the Issuer’s issuance of the Securities;

(j)                                      no event has occurred which, had the applicable Securities already been issued, would reasonably be expected to (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) constitute an Event of Default under the Declaration;

(k)                                   the Declaration does not require qualification under the U.S. Trust Indenture Act of 1939, as amended;

(l)                                      neither the Issuer nor any affiliate of the Issuer nor any person acting on behalf thereof has made offers or sales of the Securities under circumstances that would require the registration of the Securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(m)                                the Issuer is not an “investment company” as defined in the U.S. Investment Company Act of 1940, as amended;

(n)                                  with respect to the Issuer, any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement and any Transaction Document or the execution, delivery and sale of the Securities have been or will be paid on or prior to the Closing Date;

(o)                                  there are no contracts, agreements or understandings between any of the Trust Parties or any affiliate thereof and any person granting such person the right to require the

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Issuer to file a registration statement under the Securities Act, with respect to any Securities owned or to be owned by such person; and

(p)                                  subject to compliance by the Placement Agent with the relevant provisions of Section 6 hereof, the sale of the Securities pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. In the case of each offer or sale of Securities, no form of general solicitation or general advertising was used by the Issuer or its representatives, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Neither the Issuer nor any person acting on its behalf (other than the Placement Agent) has offered or sold, nor will the Issuer or any person acting on its behalf (other than the Placement Agent) offer or sell directly or indirectly, any Securities or any other security in any manner that, assuming the accuracy of the representations and warranties and the performance of the covenants given by the Placement Agent, would render the issuance and sale of any of the Securities as contemplated hereby a violation of Section 5 of the Securities Act or the registration or qualification requirements of any state securities laws, nor has the Issuer authorized, nor will it authorize, any person to act in such manner.

(q)                                  The audited consolidated financial statements (including the notes thereto) and schedules of the Sponsor and its consolidated subsidiaries for the year ended December 31, 2003 (the “Financial Statements”) and the interim unaudited consolidated financial statements of the Sponsor and its consolidated subsidiaries for the period ended June 30, 2004 (the “Interim Financial Statements”) provided to the Placement Agent are the most recent available audited and unaudited consolidated financial statements of the Sponsor and its consolidated subsidiaries, respectively, and fairly present in all material respects, in accordance with generally accepted accounting principles, the financial position of the Sponsor and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the dates and for the periods therein specified, subject, in the case of Interim Financial Statements, to year-end adjustments.  There has been no material adverse change or development with respect to the Financial Statements or earnings of the Sponsor and its subsidiaries, taken as a whole. Such consolidated financial statements and schedules have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise noted therein).  The accountants of the Sponsor who certified the Financial Statements are independent public accountants of the Sponsor and its Subsidiaries within the meaning of the Securities Act and the rules and regulations thereunder as in effect on the date of this Agreement.

(r)                                     The Sponsor’s report on FR Y-9C dated September 30, 2004, provided to the Placement Agent is the most recent available such report and the information therein fairly presents in all material respects the financial position of the Sponsor and its subsidiaries.

(s)                                   Since the respective dates of the Financial Statements, the Interim Financial Statements and the FR Y-9C, there has been no material adverse change or development with respect to the financial condition or earnings of the Sponsor and its subsidiaries, taken as a whole.

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(t)                                     The Sponsor is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”), and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and the deposit accounts of the Sponsor’s subsidiary depository in