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you will either
need to (a) arrange with the record holder of your shares to have at least one
(1) share registered directly in your name in order to be eligible to participate,
or (b) become a stockholder of record by enrolling in the Plan in the same way
as a non-shareholder.If you are not a shareholder, you may enroll in the Plan
by completing the Enrollment Form and sending it with a check made payable to
Registrar and Transfer Company for a minimum of $250 (maximum $5,000) to make
an initial purchase of shares of First Financial's Common Stock. All shareholders
in whose name(s) the Plan shares will be registered, or in whose name(s) the current
registration is shown, need to sign the Enrollment Form. Once completed, the Enrollment
Form must be mailed to the Plan Administrator. Optional
Cash Investments
Participants may make additional purchases of
Common Stock by sending a check with the Enrollment Form or at any time thereafter.
Once you have enrolled, the minimum optional cash investment amount is $100. The
maximum purchase amount per month is $5,000. Optional cash payments may be made
by sending a check or money order payable on a U. S. bank in U. S. currency payable
to Registrar and Transfer Company at the address noted above. Participants may
also arrange to have their bank accounts debited directly on a monthly basis to
have shares purchased through the Plan. To initiate direct debiting, merely complete
the "Automatic Investment" portion of the Enrollment Form. Debits to
your checking account will be processed on or about the 15th of each month. The
minimum monthly account debit is $100. At present, there are no fees charged for
purchases made with cash or by electronic direct debit. Initial
and optional investment purchases will be made on a daily basis when practicable.
Otherwise, purchases will be made on a weekly basis. No interest will be paid
on amounts held by the Plan Administrator pending investment. Affiliates
of First Financial (such as designated officers, directors and shareholders holding
5% or more of First Financial Common Stock) may participate only in the dividend
reinvestment portion of the Plan. Affiliates are not permitted to purchase stock
through this Plan. Account
Statements
A transaction advice will be sent promptly after each
transaction showing the details pertaining to the transaction. Even if you do
not have any transactions during the year, an account statement will be mailed
to you at least once during the year showing your current account balance. How
to Sell Shares Held in the Plan
You may instruct Registrar and
Transfer Company to sell any or all shares held in your Plan account. To request
the sale of any or all shares held in the Plan, complete the bottom portion of
the statement of account provided or send a request in writing to Registrar and
Transfer at the address noted above. The request should indicate the shares to
be sold and not the dollar amount to be received as a result of the sale. All
participants listed on the account must sign the request. A fee of $3.50 plus
brokerage commission will be charged for each sale. Optional
Dividend Reinvestment
You may elect to have all dividends used
to purchase additional shares of First Financial Common Stock. To have dividends
reinvested, you need only sign and return the Enrollment Form. Dividends will
be automatically reinvested unless you indicate on the Enrollment Form that you
want to have dividend checks mailed to you. Dividends paid on shares held in the
Plan for you will be reinvested. You may select a partial dividend reinvestment
of 25%, 50% or 75% of the shares held by you and receive a check for the remainder
of the cash dividend on your shares. How
to Deposit Certificates for Safekeeping
To help safeguard your certificates against loss or theft, you may elect to deposit
Common Stock certificates into your Plan account. The Plan charges a fee of $3.50
per deposit of one or more certificates. Certificates can be sent to the Plan
Administrator when enrolling in the Plan along with a completed Enrollment Form.
Once enrolled in the Plan, additional certificates for safekeeping sent to the
Plan Administrator should include the completed bottom portion of your account
statement. You may send a request to sell shares with the certificates to be deposited
into the Plan. If the sale request is sent with the certificate, the $3.50 fee
for the sale of shares will be waived. The
certificates to be deposited together with an Enrollment Form or bottom part of
the statement should be sent by registered mail to the Transfer Agent at the address
provided below: Include with the request a check or money order for $3.50 payable
to Registrar and Transfer Company: It
is recommended that participants use registered mail when sending stock certificates
insured for 2% of the market value of the shares. This is the approximate cost
of the insurance required to replace the certificates should they be lost in the
mail. Do not endorse the certificates. How
to Request a Certificate
You may request a certificate for some
or all of the whole shares held in the Plan. The request for issuance of a stock
certificate can be made using the bottom portion of the statement of account.
There is no fee to the participant to issue a certificate. If all whole shares
held in the account are requested, the account will be terminated and a check
for any fractional share will be issued to the participant. Gifting
Shares
You can make a gift of shares held by you in the Plan
by completing the bottom portion of your account statement (or writing a letter)
indicating the number of shares that you wish to give. You must complete all of
the registration information on the reverse side of the statement and all parties
listed on the account must sign the request. Signatures of all registered holders
must be "Medallion Guaranteed" by a financial institution participating
in the Medallion Guarantee program. The Medallion Guarantee program ensures that
the individual signing is in fact the owner as indicated on the participant's
account. You can also enroll the recipient in the Plan allowing all dividends
to be reinvested. Merely check the box indicating that all dividends are to be
reinvested and the person receiving the shares will automatically be enrolled
in the Plan. Account
Termination
You can terminate your Plan
account by completing and sending in the bottom portion of your account statement
or by writing to Registrar and Transfer at the address noted above. You will receive
a certificate for all full shares and a check for any fractional share held in
your account. No certificates will be issued for fractional shares. Costs
of the Plan
The costs to you consist of the proportional share
of any brokerage commissions and service fees as described. Your costs for services
by the Plan are currently as follows: - Optional
Cash Investments: At present, there are no fees or brokerage commissions charged.
- Automatic
Account Debiting: There is no fee for account debiting.
- Sale
of Shares: Fee $3.50 per sale plus brokerage commission.
- Certificate
Issuance: There is no fee for the issuance of a certificate.
- Deposit
of Certificates: A fee of $3.50 per deposit will be charged. The fee for the sale
of shares will be waived when depositing certificates for safekeeping into the
Plan and at the same time requesting sale of the shares.
If
there are changes to the fee structure, you will be notified in advance of implementation. Brokerage
Commissions:
Sale of Shares:
Brokerage commissions charged to Plan participants will be those the Plan Administrator
must pay in the ordinary course of market transactions. This expense will be deducted
from the proceeds of the sale of shares. Brokerage commissions will be allocated
on a pro rata basis to Plan participants who are selling shares through the Plan.
Brokerage commission rates are determined by the brokerage firm and not by the
Plan Administrator. The Plan Administrator will seek to ensure that competitive
and normal brokerage commissions are charged, consistent with the low-cost and
aggregate transaction character of the Plan. Purchase
of Shares: At present, there are no brokerage commissions or
service fees charged for the purchase of shares. Questions
about the Plan should be directed to the Transfer Agent by calling 1 (800) 368-5948,
or by writing to: Registrar
and Transfer Company
Direct Purchase/DRP Department
10 Commerce Drive
Cranford NJ 07016-3572 TERMS
AND CONDITIONS The
First Financial Holdings, Inc. Dividend Reinvestment and Direct Purchase Plan
services are provided in accordance with the following Terms and Conditions. These
Terms and Conditions apply to participants in the Plan for the Common Stock of
First Financial. You should retain this brochure for future reference. Registrar
and Transfer Company, as Plan Administrator, will act as agent on behalf of and
with the authorization of each Plan participant under these Terms and Conditions.
Registrar and Transfer will ensure that the provisions of the Plan as defined
herein are observed for the Common Stock of First Financial. 1.
General:
Registrar and Transfer Company, acting
as agent for each participant, will, when authorized by the participant:
a) purchase initial shares
for First Financial Common Stock; b)
reinvest dividends for the purchasing of additional shares of Common Stock, calculated
to four decimal places; c)
receive and use cash contributions to purchase additional shares of Common Stock,
calculated to four decimal places; d)
directly debit the bank account of participants to make monthly purchases of Common
Stock; e) accept
stock certificates for deposit into the Plan for safekeeping; and, f)
sell shares of Common Stock held in the Plan. 2.
Plan Enrollment:
Registered shareholders
may enroll and become participants in the Plan by completing, signing and returning
to Registrar and Transfer a Plan Enrollment Form. If not registered shareholders,
individuals may participate in the Plan by completing the Enrollment Form and
sending it with a check for a minimum of $250 (maximum $5,000) for an initial
purchase of shares of the Common Stock of First Financial. The check, payable
to Registrar and Transfer Company, and Enrollment Form must be delivered to Registrar
and Transfer. All
shareholders in whose name(s) the Plan shares will be registered, or in whose
name(s) the current registration is shown, must sign the Enrollment Form. Once
enrolled, participation in the Plan continues until terminated by the participant
or by Registrar and Transfer Company. 3.
Deposit of Funds:
Dividends allocated
for reinvestment and payments either received from participants or debited from
participant bank accounts through ACH direct debiting will be deposited in a non-interest
bearing account controlled by Registrar and Transfer Company for the benefit of
the participant, pending investment. Funds of participants may be commingled and
aggregated for the purpose of purchasing shares. 4.
Share Purchase Price:
The price
of shares acquired for a participant's account will be the weighted average price
of all shares purchased by the Plan Administrator's broker for each aggregate
order placed by the Plan Administrator. Purchases will be made on the open market
through a registered broker and will be conducted in ordinary brokerage transactions
on any exchange or market on which the Common Stock is traded. At present, there
are no brokerage commissions or service fees charged for the purchase of shares. 5.
Book Entry Shares:
Common Stock purchased
through the Plan, shares credited for any stock dividend or stock split declared
by First Financial and shares deposited for safekeeping by the participant will
be credited to each participant's account in book entry form. Share purchases
will be calculated to four decimal places. Certificates for whole shares will
be issued only upon written request from the participant to Registrar and Transfer
Company. Book entry shares will be held for participants in certificated form
in the nominee account of Registrar and Transfer Company. 6.
Transaction Advices and Account
Statements:
A transaction advice, or statement, will be sent
to each participant promptly after each transaction showing the details pertaining
to the transaction. Quarterly reinvestment statements will provide all share activity
occurring in the calendar year. If a participant does not have any transaction
activity during a year, an account statement will be mailed a minimum of once
a year. 7.
Important Disclosure Information:
The Plan is an issuer plan offered by First Financial and administered by Registrar
and Transfer Company as Plan Administrator. The securities held in Plan accounts
for Plan participants and sale proceeds and funds held pending investment are
not subject to protection under the Securities Investor Protection Act of 1970.
Funds held by Registrar and Transfer Company are not deposits of Registrar and
Transfer or other obligations of, or guaranteed by, Registrar and Transfer Company
as Plan Administrator or its affiliates and are not insured by the FDIC or SIPC. Registrar
and Transfer Company neither provides advice nor makes recommendations with respect
to purchasing or selling shares of First Financial Common Stock. Any decision
to purchase or sell must be made by each individual Plan participant based on
his or her own research and judgment. Participation in the Plan is entirely voluntary
and at the discretion of each participant. 8.
Price Fluctuation
Disclosure and Binding Instructions:
The Common Stock price may
rise or fall during the period between a request for purchase or sale, its receipt
by the Plan Administrator and the ultimate purchase or sale on the open market.
Instructions sent to the Plan Administrator to purchase or sell shares may not
be rescinded and are binding to the participant. The Plan Administrator may, in
its own discretion, accept written requests to revoke instructions. The Plan Administrator
has no responsibility for the market value of shares maintained on a participant's
behalf or for changes in market price between the time an order is sent to the
Plan Administrator and the time an order is executed. 9.
Cash Purchases:
Investors who are not
registered shareholders and who wish to make an initial purchase through the Plan
must make an initial minimum purchase of $250. Subsequent purchases may be made
in the amount of $100. The
minimum cash purchase by registered shareholders is $100. The maximum amount permitted
to be used to purchase the Common Stock of First Financial is $5,000 per calendar
month. Enrollment and cash purchases are entirely voluntary. The participant is
not obligated at any time to make additional cash contributions to purchase Common
Stock. Additional contributions to purchase First Financial Common Stock can be
sent to Registrar and Transfer Company at any time and must be made either by
check or money order in U. S. funds drawn on a U. S. bank made payable to Registrar
and Transfer Company. Participants may also arrange to have their bank accounts
automatically debited directly on a monthly basis to have shares purchased through
the Plan. To initiate direct debiting, complete the "Automatic Investment"
portion of the Enrollment Form. Debits to your checking account will be processed
on or about the 15th of each month. The minimum monthly account debit is $100
and the maximum is $5,000. There will be a $15.00 charge for checks returned due
to insufficient funds. Purchases
will be conducted each business day an order is received, provided the order is
received before 12:00 p.m. (Eastern Time) unless the relevant market is not open
for trading, insufficient orders are received, or stock is not available. In the
event insufficient orders are received, purchases will be conducted on a weekly
basis. The price of shares of Common Stock purchased in the open market for Participants
in the Plan with reinvested dividends on their Common Stock and initial or optional
cash contributions will be equal to the average price incurred to purchase all
shares acquired on that date. Cash contributions may not be accepted by the Plan
Administrator if a participant imposes any restrictions with respect to the number
of shares to be purchased, the price at which the shares are to be purchased or
the timing of the purchase.
10.
Sale
of Plan Shares:
Participants
in the Plan (other than affiliates) may instruct the Plan Administrator to sell
any or all shares held in the participant's Plan account. The Plan Administrator
may aggregate all requests for shares to be sold. Shares will be sold on the open
market in ordinary brokerage transactions through a registered broker. The shares
may be sold on any exchange on which the shares of First Financial are listed.
Sales will be conducted daily unless the relevant market is not open or there
are insufficient orders received as deemed by the Plan Administrator. If insufficient
orders are receives, sales will be conducted on a weekly basis. The price of shares
sold for a participant shall be the weighted average price of all shares sold
by the Plan Administrator's broker for each aggregate order placed by the Plan
Administrator. Net
proceeds of the sale will be sent by check to the participant at the address of
record promptly after the completion of the sale order. A transaction fee of $3.50
and a brokerage commission will be deducted from the net sale amount foe each
sale requested. If the shares sold are insufficient to cover the processing fee
of $3.50, a check will not be issued nor will the participant be billed for additional
fees due. The
sale of shares must be requested in writing by delivery of the request to Registrar
and Transfer Company at the address provided in Section 21 of the Plan. Facsimile
requests transmitted via telefax may be accepted at the discretion of Registrar
and Transfer Company. The request must indicate the number of shares to be sold
or "all". The participant cannot request the dollar amount to be received
as a result of the sale attained. All participants listed on the account must
sign the request. For sale orders to be considered as having been received on
a business day, the orders must have been received before 12 p.m. (Eastern Time). 11.
Tax Consequences:
All sales of Common
Stock are subject to income tax reporting and will be reported on Form 1099B.
It is solely the participant's responsibility to determine the tax consequences
of such sales. Participants are responsible for determining and recording their
tax basis and calculating gains or losses as a result of Plan participation. A
Participant will be subject to federal income tax on a taxable dividend in an
amount equal to the actual purchase price to the Plan Administrator of the shares
purchased with reinvested dividends plus that portion of any brokerage commissions
paid by First Financial which is attributable to the purchase of the Participant's
shares. In the case of shares purchased with optional cash payments, a Participant
will be treated as having received an additional dividend in an amount equal to
the portion of any brokerage commissions paid by First Financial which is attributable
to the purchase of the Participant's shares. The
cost of shares purchased with reinvested dividends or optional cash payments will
be the actual purchase price to the Plan Administrator increased by the additional
dividend amount of the Participant's share of any brokerage commissions paid by
First Financial. 12.
Dividend Reinvestment:
Plan participants
may elect to have dividends used to purchase additional shares of Common Stock
of First Financial by signing and returning the Enrollment Form. All participants
listed on the account must sign the Enrollment Form. Dividends will be commingled
and aggregated for the purpose of making purchases of shares. Purchase processing
will be performed as described in Section 9, Cash Purchases. 13.
Depositing Certificates for
Safekeeping:
Participants may elect to deposit Common Stock certificates
into their Plan account. The Plan Administrator charges a fee of $3.50 for certificates
deposited together in one transaction. To deposit certificates into the Plan,
participants must send the certificates to Registrar and Transfer Company at the
address provided in Section 21, with a request to have the certificates deposited
into the Plan. If the sale request is sent with the certificate, the $3.50 fee
for the sale of shares will be waived. 14.
Certificate Requests:
Participants
may request the Plan Administrator to issue a certificate(s) for some or all of
the full shares held in the Plan. The request must be in written form and must
be delivered to Registrar and Transfer Company. There is no fee to the participant
to issue a certificate. If all full shares held by the account are requested,
the account will be terminated and a check for any fractional share will be issued
to the participant. 15.
Account Termination:
Participants may terminate
their Plan participation at any time by delivering to Registrar and Transfer Company
a written notice of such termination. With the termination notice, the participant
can request to have a certificate issued for all full shares held in the Plan
or to have all shares held in the Plan sold. There is a $3.50 fee for conducting
a sale of shares. If a certificate is requested or if no indication is given,
the Plan Administrator will issue a certificate for all full shares held in the
Plan. Any fractional shares held in the Plan will be sold and a check representing
the proceeds of the sale will be issued and mailed with the certificate. Since
the transaction volume for fractional shares may not be sufficient to warrant
an open market sale, the Plan Administrator may use the closing price on any exchange
to determine the price paid for the fractional share. 16.
Costs of the Plan:
The costs to the Participant
for each type of transaction are: - Dividend
Reinvestment and Optional Cash Investments: At present, there are no fees or brokerage
commissions charged.
- Automatic
Account Debiting: There is no fee for account debiting.
- Sale
of Shares: Fee $3.50 per sale plus brokerage commission.
- Certificate
Issuance: There is no fee for the issuance of a certificate. The closing of a
participant's account (termination request) may result in the same of fractional
shares.
- Deposit
of Certificates: A fee of $3.50 per deposit will be charged. The fee for the sale
of shares will be waived when depositing certificates for safekeeping into the
Plan and at the same time requesting sale of the shares.
- Termination
of Plan Account: A $3.50 fee plus brokerage commission will be charged, but only
when a sale is requested.
If
there are changes to the fee structure, participants will be notified in advance
of implementation. 17.
Stock Distributions:
Distribution
of full and fractional shares for stock dividends or stock split shares on shares
held by the Plan Administrator and on underlying certificates shares will be credited
to the participant's account in book entry form. A transaction statement will
be sent to the participant indicating the number of full and fractional shares
credited to the account. There
will not be an additional fee charged for the crediting and maintenance of shares
to Plan accounts for stock distributions. 18.
Voting Shares Held in the Plan:
The participant will vote the shares held in the Plan in the same manner as shares
in certificated form. Each participant in the Plan will receive a Notice of the
Annual Meeting, a Proxy Statement, a proxy voting card and First Financial's Annual
Report to Shareholders. The proxy voting card will include the full and fractional
Plan shares held in the participant's Plan account along with any certificated
shares the participants may hold. 19.
Disclaimer:
Registrar and Transfer Company,
as Plan Administrator and Transfer Agent, will not be liable to any participant
in the Plan for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability (I) arising out of failure
to terminate a participant's account or sell shares in the Plan or invest optional
cash payments without receipt of proper documentation and instructions; and (ii)
with respect to the prices and times at which shares are purchased or sold for
the participant's account, and the time such purchases or sales are made, including
price fluctuation in market value of shares being maintained on behalf of a participant. 20.
Enrollment of Foreign Investors:
If you live outside of the U. S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. Registrar and Transfer Company reserves the right to terminate participation
of any shareholder if it deems it advisable under any foreign laws or regulations. 21.
Delivery Address:
Delivery of written
instructions to Registrar and Transfer Company must be made to the address as
noted below: Registrar
and Transfer Company
Direct Purchase/DRP Department
10 Commerce Drive
Cranford NJ 07016-3572
Facsimile: (908) 497-2312 22.
Plan Modification, Termination
and Limitation:
The Plan Administrator reserves the right to
modify the Plan, including the right to terminate the Plan upon written notice
mailed to Plan participant's address of record. In addition, the Plan Administrator
reserves the right to interpret and regulate the Plan as it deems necessary or
desirable in connection with Plan operations. If the Plan is terminated, the shares
held in book entry form will be certificated as described under the section entitled,
"Account Termination". If any regulatory agency or other act of law
prohibits all or portions of the Plan, the Plan may be amended or terminated as
required by the Plan Administrator. The
Plan is not for use by institutional investors or financial intermediaries. The
Plan shall be governed by and construed in accordance with the laws of the State
of New Jersey. The receipt of the Enrollment Form by the Plan Administrator shall
constitute authorization for the Plan Administrator to act as the participant's
agent in the performance of services under the Terms and Conditions of the Plan.
The signing and mailing of the enrollment form shall constitute an offer by the
participant to establish an agency relationship with Registrar and Transfer Company
and be governed by the terms and conditions of the Plan. | 
